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Top US oil firm wants role in Hess-Chevron deal,

executives say

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CEO disputes view a sale falls apart if pre-emption upheld

HOUSTON, Dec 11 (Reuters) - Exxon Mobil ( XOM ) want to

"participate" in Hess Corp.'s ( HES ) sale of its Guyana oil production

assets, and extract value from the work it has put into

developing the country's offshore fields, two of its top

executives said on Wednesday.

A three-person panel in May is to decide whether Hess's deal

to sell itself to Chevron ( CVX ) can go ahead on its original terms. A

challenge by Exxon and CNOOC Ltd has stalled the second-largest

deal in a recent wave of oil megamergers.

Exxon wants a role in any sale of Hess's 30% stake in its

Guyana holdings and an option on the assets if its contract

claim is supported in arbitration, Exxon CEO Darren Woods said

in his most significant comments on the arbitration case to

date.

Analysts have put the value of Hess Guyana at between 60% to

80% of Chevron's ( CVX ) proposed $53 billion purchase of Hess

. The joint venture has discovered more than 11 billion

barrels of oil to date.

The proposed sale ignores a joint venture agreement that

grants the right of first refusal to any sale of a Guyana

partner's stake, Exxon and CNOOC maintain.

"We developed the value of that asset. We have the right to

consider the value of that asset in this transaction, and then

the right to take an option on it. There is an option here. We

think it is in the best interest of shareholders to maintain

that value option," said CEO Woods, speaking to Wall Street

analysts.

Chevron ( CVX ) and Hess have rejected the claim, arguing the deal

is structured as a merger of the two companies, and Hess's

Guyana holdings remain intact. Hess has said if the Chevron ( CVX ) deal

is not concluded it would not separately sell its Guyana

properties to Exxon or anyone else.

Woods disputed Hess's view of a loss at arbitration souring

a sale, saying "that's their construct, not ours."

Exxon wants the three-person arbitration panel to consider

the value of Hess Guyana as part of the deliberations.

"We'll look at the value and see if that value is in the

best interest of the company, the corporation and the

shareholders," added Exxon Vice Chairman Neil Chapman.