MAPCO INC, DEF 14A, 1994-04-06

MAPCO INC
DEF 14A, 1994-04-06
PETROLEUM REFINING

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<PAGE> 1

SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

MAPCO Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

MAPCO Inc.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.

(1) Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:

- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)

- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:

- --------------------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.

(1) Amount previously paid:

- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:

- --------------------------------------------------------------------------------
(3) Filing party:

- --------------------------------------------------------------------------------
(4) Date filed:

- --------------------------------------------------------------------------------
- ---------------
(1) Set forth the amount on which the filing fee is calculated and state how
it was determined.
<PAGE> 2

(MAPCO INC. LOGO)
1800 South Baltimore Avenue
Tulsa, Oklahoma 74119

April 8, 1994

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of
the Company which will be held at 10:00 a.m., Central Daylight Time, Wednesday,
May 25, 1994 at the offices of the Company, 1800 South Baltimore Avenue, Tulsa,
Oklahoma 74119.

The formal Notice of the Annual Meeting of Stockholders and Proxy Statement
accompanying this letter provide detailed information concerning matters to be
considered and acted upon at the meeting.

Whether or not you plan to attend the Annual Meeting, please execute and
return the enclosed proxy at your earliest convenience. Your shares will then be
represented at the meeting, and the Company will avoid the expense of further
solicitation to assure a quorum and a representative vote. If you later attend
the meeting and wish to vote in person, you may withdraw your proxy and so vote
at that time.

Very truly yours,

/s/ JAMES E. BARNES

James E. Barnes
Chairman of the Board
and Chief Executive Officer
<PAGE> 3

MAPCO INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO THE STOCKHOLDERS:

The Annual Meeting of Stockholders of MAPCO Inc., a Delaware corporation,
will be held on Wednesday, May 25, 1994 at 10:00 a.m., Central Daylight Time, at
the offices of the Company, 1800 South Baltimore Avenue, Tulsa, Oklahoma 74119
for the following purposes:

1. To elect three nominees for Directors to Class III Directorships;

2. To consider and act upon a proposal to approve the selection of
Deloitte & Touche as independent auditors for the year ending December 31,
1994; and

3. To transact any other business which may properly come before the
meeting or any adjournment thereof.

Stockholders of record at the close of business on April 4, 1994 will be
entitled to notice of and to vote at the Annual Meeting. The transfer books will
not be closed and will be maintained at Harris Trust Company of New York, 77
Water Street, New York, New York 10005.

Mailing of this Notice, the Proxy Statement and the 1993 Annual Report to
Stockholders is expected to begin on April 8, 1994.

By Order of the Board of Directors

David W. Bowman
Senior Vice President, General
Counsel and Secretary

Tulsa, Oklahoma
April 8, 1994

You are cordially invited to attend the meeting. Whether or not you plan to
do so, please sign and date the accompanying proxy and mail it at once in the
enclosed envelope, which requires no postage if mailed in the United States.
<PAGE> 4
MAPCO INC.
(MAPCO LOGO) 1800 SOUTH BALTIMORE AVENUE
TULSA, OKLAHOMA 74119

PROXY STATEMENT

This statement is furnished in connection with the Annual Meeting of
Stockholders of MAPCO Inc. (the "Company") to be held at 10:00 a.m., Central
Daylight Time, May 25, 1994 at the offices of the Company, 1800 South Baltimore
Avenue, Tulsa, Oklahoma 74119.

Stockholders of record at the close of business on April 4, 1994 will be
entitled to vote at the meeting.

SOLICITATION OF PROXIES

Execution and return of the enclosed proxy, which may be revoked at any
time prior to the meeting, is being solicited by and on behalf of the Board of
Directors of the Company for the purposes set forth in the foregoing notice of
meeting.

Solicitation other than by mail may be made personally, by telephone or by
telegraph, by regularly employed officers and employees of the Company who will
not be additionally compensated therefor. The Company will request persons, such
as brokers, nominees and fiduciaries, holding stock in their names for others,
or holding stock for others who have the right to give voting instructions, to
forward proxy material to their principals and request authority for the
execution of the proxy and will reimburse such persons for their expenses in so
doing. D. F. King & Co., Inc. has been retained to assist in the solicitation of
proxies at a cost not expected to exceed $15,000. The total cost of soliciting
proxies will be borne by the Company. All shares represented by valid proxies
will be voted, absent contrary instructions.

VOTING SECURITIES

Each Stockholder is entitled to one vote for each share of Common Stock,
$1.00 par value ("Common Stock"), registered in his name on the Company's books
at the close of business on April 4, 1994. The Company has no other voting
securities outstanding. Stockholders do not have cumulative voting rights in the
election of Directors. Other than the election of Directors, the approval of
each proposal that is being submitted to the Stockholders requires the
affirmative vote of a majority of the votes cast at the meeting. Directors are
elected by a plurality of the votes of the shares present in person or
represented by proxy at the meeting and entitled to vote on the election of
Directors. Although abstentions and broker non-votes will be included in the
calculation of the number of shares that are considered present at the Annual
Meeting, they will not be counted as votes cast. As of April 4, 1994, the record
date for voting, there were 29,964,822 shares of Common Stock of the Company
outstanding and entitled to vote.
<PAGE> 5

PRINCIPAL HOLDERS OF VOTING SECURITIES

According to information from Schedule 13G filings as of March 1, 1994, the
following table lists the Stockholders known to the Company to be beneficial
holders of more than five percent of the outstanding Common Stock of the
Company:

<TABLE>
<CAPTION>
AMOUNT & NATURE OF
BENEFICIAL PERCENT
NAME & ADDRESS OF BENEFICIAL OWNER OWNERSHIP OF CLASS
- ----------------------------------- ------------------ --------
<S> <C> <C>
Oppenheimer Group, Inc.(1) 3,477,407(2) 11.61%
Oppenheimer Tower
World Financial Center
New York, NY 10281
Bankers Trust New York Corporation, 537,042(4) 1.8%(3)
and its wholly-owned subsidiary,
Bankers Trust Company, as Trustee
for various trusts and employee
benefit plans and as an
investment advisor(3)
280 Park Avenue
New York, NY 10017
Loomis, Sayles & Company, L. P. 2,063,608(5) 6.9%
One Financial Center
Boston, MA 02111
Aetna Life and Casualty Company(6) 1,644,300(7) 5.49%
151 Farmington Avenue
Hartford, CT 06156-3124
</TABLE>

- ---------------

(1) Schedule 13-G filed by Oppenheimer Group, Inc. as a parent holding company
pursuant to the provisions of Rule 13(d)-(1)(b) on behalf of Oppenheimer LP
and subsidiary companies and/or certain investment advisory clients or
discretionary accounts of such subsidiaries and relating to their
collective beneficial ownership.

(2) Beneficial ownership as of December 31, 1993; shared power to vote or to
direct the vote of 3,477,407 shares; and shared power to dispose of or to
direct the disposition of 3,477,407 shares. Includes shared power to vote
and shared power to dispose of 3,006,620 shares or 10.04% held by
Oppenheimer Capital.

(3) Schedule 13-G filed on behalf of Bankers Trust New York Corporation as
parent holding company pursuant to the provisions of Rule 13d-1(b)(ii)G and
on behalf of Bankers Trust Company as a Bank as defined in Section 3(a)(6)
of the Securities Exchange Act of 1934. Bankers Trust Company (the "Bank"),
as Trustee of the MAPCO Inc. and Subsidiaries Profit Sharing and Savings
Plan, was also record owner of 2,514,474 shares, or 8.4% of the Issuer's
outstanding common stock, with respect to which the Bank and Bankers Trust
New York Corporation disclaim beneficial ownership.

(4) Beneficial ownership as of December 31, 1993; sole power to vote or to
direct the vote of 175,702 shares and sole power to dispose of or to direct
the disposition of 535,312 shares; shared power to vote or to direct the
vote of 1,730 shares; and shared power to dispose of or to direct the
disposition of 1,730 shares.

(5) Beneficial ownership as of December 31, 1993; sole power to vote or to
direct the vote of 806,470 shares and no shared voting power; shared power
to dispose of or to direct the disposition of 2,063,608 shares and no sole
dispositive power.

(6) Schedule 13-G filed by Aetna Life and Casualty Company pursuant to the
provisions of Rule 13d-1(b)(ii)(G) as a parent holding company on behalf of
its wholly-owned subsidiaries.

(7) Beneficial ownership as of December 31, 1993; sole power to vote or to
direct the vote of 1,644,300 shares and sole power to dispose of or to
direct the disposition of 1,644,300 shares.

2
<PAGE> 6

ELECTION OF DIRECTORS

The Board of Directors is divided into three classes with the terms of
office of the Directors of each class ending in different years. After the
Annual Meeting of Stockholders for which this Proxy Statement has been prepared,
the Class I, II and III Directors are to serve until the Annual Meeting of
Stockholders in 1995, 1996 and 1997, respectively, or until their successors are
elected.

Class III nominees for election as director were considered at the
Nominating Committee meeting held on January 25, 1994. It was unanimously
approved that Herman J. Schmidt, Malcolm T. Hopkins and Donald Paul Hodel be
nominated for election as Class III Directors at this Annual Meeting of
Stockholders. All of the nominees are currently serving as Directors. Each of
the nominees has consented to nomination and will serve as a Director if
elected. If any of the nominees should be unable to serve, which is not
anticipated, proxies will either be voted for the election of a substitute
nominee or the number of Directors will be accordingly reduced by action of the
Board of Directors. During 1993, MAPCO Inc. did not add or lose any board
member. There are currently no vacancies on the Board of Directors.

COMMON STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

The following tabulation provides information as to each person nominated
for election as a Director and each of the other Directors whose term of office
will continue after the meeting. The table also shows information concerning
beneficial ownership of the Company's Common Stock by all Directors and nominees
and by the Company's Chief Executive Officer, each of the Company's four other
most highly compensated executive officers for 1993 (the "named Executive
Officers") and all Directors and Executive Officers as a group. The persons
named below have sole voting and investment power with respect to all shares of
Common Stock owned by them, unless otherwise noted. In addition, unless
otherwise indicated, such persons have held their respective principal
occupations stated therein for more than five years.

Donald L. Mellish -- Age 66. I 21,100(4) (2)
Anchorage, Alaska. Director since June 1981.
Chairman of the Executive Committee and a
Director of National Bancorp of Alaska, Inc.
Presently a Director of Pacific Telecom Inc.
Board/Board Committee attendance(1) 92%.
</TABLE>

3
<PAGE> 7

Robert M. Howe -- Age 54. I 178,887(3) (2)
Tulsa, Oklahoma. Director of the Company
since March 1986; President and Chief
Operating Officer since December 1991. Executive
Vice President and Chief Operating Officer from
March 1986 to December 1991. Senior Vice
President -- Petroleum of the Company from
December 1984 to March 1986. Employed in 1964 by
Conoco, Inc., an integrated energy company, in
which he served in various engineering and
management positions until his resignation in
November 1984, when he was responsible for
strategic planning and financial analysis for
Conoco's world-wide petroleum operations.
Presently a Director of ElectroCom Automation,
Inc. Board/Board Committee attendance(1) 100%.
Robert L. Parker -- Age 70. I 10,400(4) (2)
Tulsa, Oklahoma. Director since May 1986.
Chairman of the Board of Parker Drilling
Company, an international oil and gas drilling
company. Presently a Director of Bank of Oklahoma
Financial Corporation, Clayton Williams Energy,
Inc. and Enterra Corporation. Board/Board
Committee attendance(1) 100%.
James E. Barnes -- Age 60. II 395,064(3) 1.3%
Tulsa, Oklahoma. Director, Chairman of the Board
and Chief Executive Officer of the Company
since December 1991. Director, Chairman of the
Board, President and Chief Executive Officer of
the Company from May 1986 to December 1991.
Director, President and Chief Executive Officer
of the Company from February 1984 to May 1986.
Advisory, non-voting Director, Senior Executive
Vice President and Chief Operating Officer of the
Company from June 1983 to February 1984. Employed
in 1956 by Conoco, Inc., an integrated energy
company, in which he served in various
engineering and management positions until his
resignation in May 1983 when he was Executive
Vice President, Petroleum Products, North America
of Conoco, Inc., and a member of Conoco's Board
of Directors and Executive Committee with his
responsibilities then including all refining,
marketing, transportation, and natural gas and
gas products activities in North America.
Presently a Director of Bank of Oklahoma
Financial Corporation, Southwestern Bell
Corporation, and Kansas City Southern Industries,
Inc. Board/Board Committee attendance(1) 100%.
</TABLE>

4
<PAGE> 8

<TABLE>
<CAPTION>
NUMBER OF
SHARES OF
COMMON STOCK
BENEFICIALLY
OWNED DIRECTLY
OR INDIRECTLY
DIRECTOR ON APRIL 4, PERCENT
DIRECTOR, NOMINEE OR NAMED EXECUTIVE OFFICER CLASS 1994 OF CLASS
-------------------------------------------- -------- -------------- --------
<S> <C> <C> <C>
Philip C. Lauinger, Jr. -- Age 58. II 13,800(4)(5) (2)
Tulsa, Oklahoma. Director since August 1973.
Presently Chairman and Chief Executive Officer
of Lauinger Publishing Company, which provides
investment and advisory services to the business
publishing industry. Formerly Director, Chairman
and Chief Executive Officer of PennWell
Publishing Company, an international business
magazine and information publishing company.
Presently a Director of Bank of Oklahoma
Financial Corporation. Board/Board Committee
attendance(1) 100%.

Harry A. Fischer, Jr. -- Age 67. II 10,000(4) (2)
Glenview, Illinois. Director since May 1986.
Chairman since January 1988, Chairman,
President and Chief Executive Officer from
November 1985 to January 1988, and President and
Chief Executive Officer from November 1980 to
November 1985 of Daubert Industries, Inc., a
manufacturer of chemically treated papers,
coatings, rust and corrosion prevention chemi-
cals, adhesives, sealants and masking tape
products. Presently a Director of Lee
Enterprises, Incorporated. Board/Board Committee
attendance(1) 80%.

Samuel F. Segnar -- Age 66. II 9,000(4) (2)
Houston, Texas. Director since September 1989.
Retired Chairman and Chief Executive Officer of
ENRON Corporation. Formerly Chairman of the Board
of Collecting Bank, N.A., Houston and Vista
Chemical Co. (1986-1988). Presently a Director
of Textron, Inc., Seagull Energy Corporation,
Hartmarx Corporation and Gulf States Utilities
Company and serves on the Advisory Board of Pilko
& Associates and the National Advisory Board of
First Commercial Bank. Owner, Sam F. Segnar
Interests, a company involved in construction,
development, heavy equipment, aviation and
insurance businesses. Board/Board Committee
attendance(1) 100%.

Herman J. Schmidt -- Age 77. III 10,927(4) (2)
Greenwich, Connecticut. Director since May 1979.
Retired October 1978 as Vice Chairman of Mobil
Oil Corporation, an international oil company.
Presently a Director of H. J. Heinz Company,
Tri-Continental Corporation, Seligman Select
Municipal Fund, Inc., Seligman Quality Municipal
Fund, Inc., Seligman Mutual Funds and HON
Industries, Inc. Board/Board Committee
attendance(1) 100%.
</TABLE>

5
<PAGE> 9

<TABLE>
<CAPTION>
NUMBER OF
SHARES OF
COMMON STOCK
BENEFICIALLY
OWNED DIRECTLY
OR INDIRECTLY
DIRECTOR ON APRIL 4, PERCENT
DIRECTOR, NOMINEE OR NAMED EXECUTIVE OFFICER CLASS 1994 OF CLASS
- ------------------------------------------------- -------- -------------- --------
<S> <C> <C> <C>
Malcolm T. Hopkins -- Age 66. III 11,165(4) (2)
Asheville, North Carolina. Director since May
1986. Retired October 1984 as Vice Chairman and
Chief Financial Officer, St. Regis Corporation, a
diversified, multinational forest products
company, that also had insurance, oil and gas and
chemical operations. Presently a private investor
and a Director of The Columbia Gas System, Inc.,
Metropolitan Series Fund, Inc., Metlife
Portfolios, Inc., Wangner Systems Corporation,
U.S. Home Corporation and Kinder-Care Learning
Centers, Inc. Trustee, The Biltmore Funds.
Board/Board Committee attendance(1) 100%.

Donald Paul Hodel -- Age 58. III 6,100(4) (2)
Silverthorne, Colorado. Director since September
1990. Presently Managing Director of Summit
Group International, Ltd., an energy and natural
resources consulting firm; Director of Taylor
Energy Company, a privately-held independent oil
and gas company; Advisor to the President, Texon
Corporation; Member, Advisory Council, Electric
Power Research Institute. From 1985 to 1989,
Secretary, U.S. Department of the Interior.
Secretary, U.S. Department of Energy 1982-1985.
Under Secretary, U.S. Department of the Interior
1981-1982. Formerly Chairman, National Critical
Materials Council; Chairman Pro Tem, Member,
Domestic Policy Council, 1986-1989. Board/Board
Committee attendance(1) 100%.

W. Jeffrey Hart 61,417(3) (2)
Frank S. Dickerson, III 49,004(3) (2)
David W. Bowman 58,492(3) (2)
All Directors and Officers as a group (24 1,103,265(3) 3.7%
persons)
</TABLE>

- ---------------

(1) Indicates for 1993 the percentage of meetings attended by each Director out
of the total number of meetings of the Board and Committees of the Board
described below on which such Director served.

(2) Does not exceed one percent.

(3) Includes options for the Company's Common Stock that may be exercised within
60 days by Messrs. Barnes (190,382), Howe (100,261), Hart (10,288),
Dickerson (23,980), Bowman (37,196) and all Officers and Directors as a
group (510,822). Also includes shares of the Company's Common Stock that
are allocated as of December 31, 1993, under the MAPCO Inc. & Subsidiaries
Profit Sharing and Savings Plan (Mr. Barnes 1,438 shares, Mr. Howe 4,753
shares, Mr. Hart 1,592 shares, Mr. Dickerson 3,706 shares and Mr. Bowman
3,753 shares) and under the MAPCO Inc. & Subsidiaries Employee Stock
Ownership Plan as of December 31, 1993 (Mr. Barnes 38 shares, Mr. Howe -0-
shares, Mr. Hart 1,142 shares, Mr. Dickerson -0-shares and Mr. Bowman -0-
shares).

(4) Includes options for the Company's Common Stock that may be exercised within
60 days by all non-employee Directors under the 1989 Outside Directors
Stock Option Plan and includes shares held in the

6
<PAGE> 10

dividend reinvestment plan of MAPCO Inc. Fractional shares held in the
dividend reinvestment plan have been rounded.

(5) Does not include 1000 shares owned by Mrs. Philip C. Lauinger, Jr. with
respect to which Mr. Lauinger has disclaimed all beneficial ownership.

TRANSACTIONS WITH MANAGEMENT AND OTHERS

None.

MEETINGS, COMMITTEES AND COMPENSATION OF THE BOARD

During 1993, six meetings of the Board of Directors were held. The Board
has established four committees to assist it in the discharge of its
responsibilities. The principal functions of each committee are described in the
succeeding paragraphs.

EXECUTIVE COMMITTEE

The Executive Committee has and may exercise all the powers of the Board of
Directors except to (1) elect Directors, (2) alter, amend or repeal the
Company's By-laws, (3) declare any dividend or make any other distribution to
the Stockholders of the Company, (4) appoint any member of any Board Committee
or (5) authorize any merger or consolidation, or sale, lease or encumbrance of
all or substantially all the assets of the Company, or any acquisition by the
Company of all or substantially all of the business or assets of any other
corporation or entity. The Committee did not meet in 1993. The Committee members
are James E. Barnes (Chairman), Wayne K. Goettsche, Robert M. Howe, Robert L.
Parker and Herman J. Schmidt.

AUDIT COMMITTEE

The Audit Committee's functions are (1) to recommend to the Board of
Directors, subject to stockholder approval, the selection of the Company's
independent auditors, (2) on behalf of the Board of Directors to oversee the
Company's financial reporting process, (3) to review and discuss with the
internal auditor and the independent auditors, the overall scope and specific
plans for their respective audits, (4) to review and discuss with the internal
auditor and independent auditors the results of their examinations, their
evaluations of the Company's internal controls, and their assessments of the
overall quality of the Company's financial reporting, and (5) such additional
duties as may be assigned by the Board of Directors. This Committee had five
meetings during 1993. The Committee members are Wayne K. Goettsche (Chairman),
Harry A. Fischer, Jr., Philip C. Lauinger, Jr. and Donald Paul Hodel.

COMPENSATION COMMITTEE

At its March 1994 meeting, the Compensation Committee duties were revised
by the Board of Directors. Currently, the Compensation Committee's functions are
to (1) approve the salaries of all Executive Officers (those officers with
reporting obligations under Section 16 of the Securities and Exchange Act of
1934, as amended), (2) designate participants, establish objectives, establish
applicable performance measurement criteria and make awards under all executive
incentive compensation plans, including stock-based plans, (3) review summary
data of annual segment incentive compensation plans, (4) establish the Company's
overall compensation philosophy and annual merit budget guidelines and monitor
the appropriateness and consistency of the Company's compensation practices,
goals, policies and philosophies, (5) review from time to time data prepared by
third party consultants to gauge the appropriateness and competitiveness of
compensation and benefits for executive personnel, (6) review from time to time
the level and composition of all elements of compensation, benefits and
perquisites provided to non-employee members of the Board of Directors, (7)
amend and oversee the administration of health plans and qualified and
non-qualified benefit plans, including approving all contributions to profit
sharing plans, and delegate to the management of the Company limited authority
to amend benefit plans, (8) evaluate the performance of the Chief Executive
Officer ("CEO") and other Executive Officers and counsel the CEO in management
development and

7
<PAGE> 11

performance evaluation matters, (9) assure that effective succession planning is
conducted for the CEO and other Executive Officers, (10) review and approve
compensation and benefit information to be included in the Company's annual
proxy statement and prepare, over the names of the Committee members, the
"Compensation Committee Report on Executive Compensation" on an annual basis for
the Company's proxy statement, and (11) recommend to the Board of Directors for
final approval: the adoption of health plans and qualified and non-qualified
benefit plans and the adoption and amendment of executive incentive compensation
and stock-based plans, the adoption and amendment of compensation and benefit
plans and programs for non-employee members of the Board of Directors and
employment continuation agreements or similar agreements proposed to be entered
into with any executive. This Committee had five meetings during 1993. The
Committee members are Herman J. Schmidt (Chairman), Malcolm T. Hopkins, Donald
L. Mellish, Robert L. Parker and Samuel F. Segnar.

NOMINATING COMMITTEE

The Nominating Committee's functions are to recommend candidates for
membership on the Board of Directors and to recommend the duties and makeup of
the committees of the Board of Directors. To be considered for inclusion in the
slate of nominees proposed by the Board of Directors at the next annual meeting,
such recommendations, including the nominees' qualifications and consent, should
be sent to the Committee in care of the Secretary of the Company and received no
later than December 31, 1994. The Committee had three meetings in 1993. The
current Committee members are Donald L. Mellish (Chairman), Robert L. Parker,
Herman J. Schmidt and Samuel F. Segnar.

COMPENSATION OF THE BOARD

Employee directors are not compensated for services as a director.
Non-employee directors ("Outside Directors") receive an annual retainer of
$25,000 and, with the exception of director Donald L. Mellish, a fee of $1,000
for attendance at each Board or Committee meeting. Because Mr. Mellish routinely
travels to Board or Committee meetings from outside the contiguous 48 states, he
receives double the Board or Committee meeting attendance fee of $1,000;
provided, however, if the Board and Committee meetings are held jointly, only
his Board attendance fee is doubled. Until March 1993, under the MAPCO Inc. 1989
Outside Director Stock Option Plan, described below, an Outside Director was
able to elect to receive discounted stock options in lieu of all or half of his
annual retainer fee. This feature was unanimously eliminated by the Board on
March 24, 1993. The Audit and Compensation Committee Chairmen receive additional
annual compensation of $4,000 and the Nominating Committee Chairman receives
annual compensation of $3,000 in addition to Committee attendance fees. The
Company also reimburses its Directors for travel, lodging and related expenses
incurred in attending Board and Committee meetings and provides each Outside
Director with $100,000 in life insurance benefits and $250,000 in accidental
death and dismemberment insurance benefits.

Outside Directors are eligible to participate in the 1986 Retirement Plan
for Non-Employee Directors (the "Director Retirement Plan"). Under the Director
Retirement Plan, an Outside Director who has completed at least five years of
service as a member of the Board of Directors and retires from the Board after
attaining age 70 will receive a benefit for life equal to the annual retainer
fee payable to Outside Directors at the time of his retirement. An Outside
Director who has not attained age 70 at the time he leaves the Board, but who
has completed at least five years of service as a member of the Board, will
generally receive a benefit equal to the annual retainer fee then payable to
Outside Directors for the lesser of (i) the number of years during which the
Outside Director served as a member of the Board or (ii) ten years. Upon the
occurrence of a Change in Control (as defined in the Employment Continuation
Agreements for executive officers described below), all Outside Directors will
be entitled to receive a benefit under such plan, regardless of the length of
Board membership. Such benefit will be equal to the annual retainer fee then
payable to Outside Directors multiplied by the greater of (i) the number of
years during which the Outside Director served as a member of the Board or (ii)
ten years.

8
<PAGE> 12

1989 OUTSIDE DIRECTOR STOCK OPTION PLAN

In 1989, the Company, with the approval of the Stockholders, adopted the
1989 Outside Director Stock Option Plan (the "Director Plan"). All Outside
Directors are eligible to participate in the Director Plan. There are currently
nine Outside Directors.

The maximum number of shares of the Company's Common Stock that may be
issued under the Director Plan is 200,000. In the event of a stock split or a
stock dividend or other relevant change affecting the Company's Common Stock,
appropriate adjustments may be made in the number of shares that could be issued
in the future and in the number of shares and price of all outstanding options
granted before such event. If an option is cancelled or expires without the
issuance of shares, the shares subject to such option will be available for
future grants under the Director Plan.

Annual Grants. In each calendar year during the term of the Director Plan,
each Outside Director will receive an immediately exercisable option having a
ten-year term to purchase 2,000 shares of the Company's Common Stock. Each such
annual award shall be made on the later of the first business day following the
annual meeting of the Company's Stockholders or June 1 and shall have an option
price equal to the fair market value of a share of the Company's Common Stock on
the date of grant.

Termination of Board Membership. In the event that an Outside Director's
Board membership terminates by reason of retirement after attaining age 70,
long-term disability or death, such Director's options may thereafter be
exercised in full in the case of retirement for a period of three years and in
the case of death or disability for a period of one year, subject in each case
to the stated term of the option. In the event an Outside Director's Board
membership terminates for any other reason, such Director's options will expire.

Other Information. The Board may terminate or suspend the Director Plan at
any time but such termination or suspension shall not affect any options then
outstanding. Unless sooner terminated by action of the Board, the Director Plan
will terminate on March 29, 1999, but options outstanding on such date shall
continue to be outstanding until the expiration of their terms. The Board may
also amend the Director Plan as it deems advisable, but unless the Stockholders
approve, no such amendment may materially increase the benefits to Outside
Directors. In addition, no such amendment shall adversely affect any option
theretofore granted under the Director Plan without the holder's consent.

EXECUTIVE COMPENSATION

The following table sets forth the total compensation paid or accrued by
the Company for services provided during the fiscal years ended December 31,
1993, 1992 and 1991 to the Chief Executive Officer and the four other most
highly compensated executive officers (the "named Executive Officers") whose
total cash compensation for the year ended December 31, 1993, exceeded $100,000.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
---------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------------------------- -------------------------- ----------
OTHER ANNUAL RESTRICTED SECURITIES ALL OTHER
NAME AND BONUS COMPENSATION STOCK UNDERLYING LTIP COMPENSATION
PRINCIPAL POSITION YEAR SALARY($) ($)(1) ($)(2) AWARDS($) OPTIONS(#)(3) PAYOUTS($) ($)(4)
- ----------------------- ---- --------- ---------- ------------ ---------- ------------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
James E. Barnes........ 1993 675,000 1,292,000 7,810 0 96,618 0 44,782
Chairman of the Board 1992 665,833 0 5,308 0 141,471 0 46,040
& CEO 1991 620,000 623,000 5,884 0 135,061 197,700 41,386
Robert M. Howe......... 1993 350,417 591,000 3,183 0 51,210 0 26,267
President & COO 1992 340,000 0 2,766 0 98,733 0 26,317
1991 294,167 258,000 3,133 0 57,880 98,600 21,961
W. Jeffrey Hart........ 1993 253,000 449,000 4,657 0 75,085 0 20,825
Senior Vice President, 1992 250,000 0 4,791 0 64,760 0 20,742
Petroleum 1991 235,333 46,000 6,092 0 55,460 59,400 19,134
</TABLE>

9
<PAGE> 13

<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
---------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------------------------- -------------------------- ----------
OTHER ANNUAL RESTRICTED SECURITIES ALL OTHER
NAME AND BONUS COMPENSATION STOCK UNDERLYING LTIP COMPENSATION
PRINCIPAL POSITION YEAR SALARY($) ($)(1) ($)(2) AWARDS($) OPTIONS(#)(3) PAYOUTS($) ($)(4)
- ----------------------- ---- --------- ---------- ------------ ---------- ------------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Frank S. Dickerson, 1993 227,000 345,000 1,599 0 26,108 0 19,255
III..................
Senior Vice President, 1992 212,000 0 926 0 28,460 0 18,186
Chief Financial 1991 198,667 163,000 360 0 20,718 49600 16,868
Officer & Treasurer
David W. Bowman........ 1993 227,000 345,000 66 0 26,317 0 19,255
Senior Vice President, 1992 216,000 0 53 0 30,545 0 18,421
General Counsel & 1991 202,500 164,000 39 0 21,400 49,600 17,190
Secretary
</TABLE>

- ---------------

(1) Senior level executive officers of the Company waived bonuses for 1992.

(2) Represents tax gross-up payments to a nonqualified defined contribution
plan.

(3) Under the 1989 Stock Incentive Plan, MAPCO has a "reload" or replacement
option feature providing for additional options to restore the potential
future appreciation of any outstanding shares actually used to exercise an
option, as well as shares forfeited for tax withholding ("Replacement
Option"). Replacement Options are granted only in connection with
stock-for-stock exchanges where an optionee exercises vested stock options
with already-owned stock of the Company. The Replacement Options which are
received by the optionee are equal to the number of shares used to exercise
the original options plus those shares forfeited for tax withholding.
Replacement Options have terms substantially similar to the original
option, including the same expiration date; however, Replacement Options
have an exercise price per share equal to the fair market value of a share
of common stock on the date the Replacement Options are granted.
Replacement Options are not exercisable for at least six months from the
grant date for those granted prior to January 22, 1992 and 12 months for
those granted after January 22, 1992. By recapturing the potential for
future appreciation through Replacement Options, key management is provided
with the incentive to acquire shares rather than hold options until the end
of the exercise period. Replacement Options are granted only to the extent
existing shares held by the employee are exchanged to exercise options and
accordingly the total number of options granted never exceeds Stockholder-
approved limits under stock option plans. The CEO has set stock ownership
targets for each key member of management including the named Executive
Officers. The Replacement Option program has encouraged stock option
exercises and helped to increase stock ownership of key management. The
Replacement Option feature is also discussed below in the Compensation
Committee Report on Executive Compensation.

(4) All Other Compensation includes Company matching contributions to the MAPCO
Inc. & Subsidiaries Profit Sharing and Savings Plan (PSSP) and compensation
paid to or on behalf of the named Executive Officers participating in a
nonqualified defined contribution plan. Company matching contributions to
the PSSP for 1993 on behalf of Messrs. Barnes, Howe, Hart, Dickerson and
Bowman were $18,895, $18,967, $19,228, $19,255, and $19,255, respectively.
Compensation was paid to or on behalf of Messrs. Barnes, Howe and Hart of
$25,887, $7,300 and $1,597, respectively, for participation in a
nonqualified defined contribution plan.

10
<PAGE> 14

The following table contains information concerning the grant of stock
options during fiscal year 1993 to the named Executive Officers.

OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
--------------------------------------------------- POTENTIAL REALIZABLE VALUE
NUMBER OF % OF TOTAL AT ASSUMED ANNUAL RATES
SECURITIES OPTIONS OF STOCK PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE FOR OPTION TERM(3)
OPTIONS EMPLOYEES PRICE EXPIRATION -------------------------------
NAME GRANTED(#)(1) IN 1993 ($/SHARE) DATE(2) 5%($) 10%($)
- -------------------------------- ------------- ---------- --------- ---------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
JAMES E. BARNES................. 59,000 8.8% 51.1250 02/02/03 1,896,982 4,807,325
13,867 2.1% 59.125 02/24/99 237,345 527,367
9,690 1.4% 59.125 01/30/00 200,203 455,919
14,061 2.1% 59.125 01/23/01 345,503 807,871
ROBERT M. HOWE.................. 30,000 4.5% 51.1250 02/02/03 964,567 2,444,403
8,332 1.2% 51.125 02/24/99 146,629 333,210
5,300 0.8% 51.125 01/30/00 110,207 256,791
7,578 1.1% 51.125 01/23/01 184,367 441,322
W. JEFFREY HART................. 17,000 2.5% 51.1250 02/02/03 546,588 1,385,161
4,804 0.7% 51.625 02/24/99 85,058 193,192
3,159 0.5% 51.625 01/30/00 66,115 153,974
4,604 0.7% 51.625 01/23/01 112,779 269,818
5,413 0.8% 59.375 01/22/02 173,163 419,742
4,364 0.7% 62.875 02/24/99 84,816 189,993
2,848 0.4% 62.875 01/30/00 66,252 152,129
6,378 1.0% 62.875 01/14/95 28,521 57,603
839 0.1% 62.875 02/14/95 3,987 8,068
2,619 0.4% 62.875 01/17/96 20,605 42,648
6,313 0.9% 62.875 02/17/96 51,522 106,863
3,372 0.5% 62.875 02/15/97 39,429 83,834
3,912 0.6% 62.875 02/15/97 45,744 97,260
3,559 0.5% 62.875 12/11/97 52,438 113,840
2,034 0.3% 62.875 12/11/97 29,969 65,061
1,464 0.2% 62.875 12/11/97 21,570 46,828
2,403 0.4% 62.875 02/24/99 46,703 104,618
FRANK S. DICKERSON, III......... 15,000 2.2% 51.1250 02/02/03 482,284 1,222,201
4,256 0.6% 51.625 02/24/99 75,355 171,154
2,855 0.4% 51.625 01/30/00 59,753 139,157
3,997 0.6% 51.625 01/23/01 97,910 234,245
DAVID W. BOWMAN................. 15,000 2.2% 51.1250 02/02/03 482,284 1,222,201
2,913 0.4% 51.000 01/30/00 60,145 140,039
4,066 0.6% 51.000 01/23/01 98,272 235,057
4,338 0.6% 51.000 02/24/99 75,758 172,031
TOTAL SHAREHOLDER RETURN(4)..... 964,567,000 2,444,403,000
</TABLE>

- ---------------

(1) The first line of the Options Granted column for each named Executive
Officer denotes original grants made by the Compensation Committee which
become exercisable in one-third increments over years four, five and six of
the option. All other grants are automatic Replacement Options which become
exercisable 12 months from the grant date. All grants include the
Replacement Option feature. See footnote (3) of the Summary Compensation
Table for further explanation regarding the Replacement Option feature.

11
<PAGE> 15

(2) Original grants made by the Compensation Committee expire ten (10) years
from the grant date. Replacement Options have the same expiration date as
the original options replaced.

(3) Represents the potential realizable value assuming the stated annual rates
of stock price appreciation during the life of the option.

(4) Represents total gain for all Stockholders over the same ten-year period as
the original options assuming 5% and 10% annual rates of stock price
appreciation for 30 million outstanding shares.

The following table contains information concerning aggregated stock option
exercises during 1993 by the named Executive Officers.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
NUMBER OF OPTIONS AT OPTIONS AT
SECURITIES FY-END(#) FY-END($)
UNDERLYING (3)
OPTIONS VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISED(#)(1) REALIZED($)(2) UNEXERCISABLE UNEXERCISABLE
- --------------------------------------- --------------- -------------- ------------- -------------
<S> <C> <C> <C> <C>
James E. Barnes........................ 62,369 1,374,704 176,830/ 881,073/
183,283 1,880,628
Robert M. Howe......................... 26,322 449,301 90,261/ 329,616/
94,876 1,096,710
W. Jeffrey Hart........................ 62,937 461,429 10,288/ 12,080/
100,917 644,176
Frank S. Dickerson, III................ 14,167 247,900 23,375/ 47,822/
48,274 567,455
David W. Bowman........................ 14,167 239,045 24,493/ 76,858/
48,483 576,514
</TABLE>

- ---------------

(1) Includes shares forfeited for the named Executive Officer's state and
federal tax withholding obligations and shares tendered in payment of the
option exercise prices.

(2) Includes value of shares forfeited by the named Executive Officer for state
and federal tax withholding obligations.

(3) The value of the unexercised in-the-money options was calculated using the
closing price on December 31, 1993 of $61.125.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee of the Board of Directors (the "Committee") is
comprised entirely of independent outside directors. The Committee is
responsible for establishing and administering the Company's executive
compensation programs.

COMPENSATION PHILOSOPHY

The Committee's compensation philosophy is designed to support the
Company's primary objective of creating value for Stockholders. The Committee
believes that the following compensation strategies for the Executive Officers
achieve this objective:

- Attract and retain talented employees -- The Company provides core
compensation in the form of base salary and benefit programs that are
comparable to those of peer companies (described below) and
similarly-sized domestic general industry companies. The base salary
target is generally established at the 50th percentile of peer company
and general industry survey results. For higher levels of responsibility,
the base salary component is a diminishing portion of the executive's
potential total compensation.

12
<PAGE> 16

- Emphasize pay for performance -- The annual incentive compensation
program establishes a significant relationship between current Company
performance and incentive compensation, with substantial rewards possible
for exceptional results and no reward for poor results.

- Encourage management stock ownership -- The Committee firmly believes
that long-term Stockholder value will be significantly enhanced by
management stock ownership. As a result, the Company's stock option
program strongly encourages stock ownership by the Executive Officers.

Recent federal tax legislation imposes, for 1994 and future years, a
limitation on the deduction for certain Executive Officer compensation in excess
of $1 million subject to certain exceptions. The Committee is currently studying
how it will address the impact of the deduction limit on annual incentive
compensation in excess of $1 million. The Company's stock option program
currently qualifies for exemption from the deduction limit under the IRS
transition rules, and the Committee intends to take such action as is necessary
to maintain such exempt status.

The following are descriptions of the Company compensation programs for the
Executive Officers including the CEO.

BASE SALARY

The Company generally establishes base salary ranges by considering peer
company and general industry information. The base salary targets are typically
set at the 50th percentile of this information.

Peer companies, for compensation purposes, are those identified with the
assistance of outside consultants as having fairly comparable size and business
activities to that of the Company. These peer companies are not necessarily
included in the S&P Energy Composite Index used in the performance graph,
captioned "Comparison of Five-Year Cumulative Total Return," shown below. The
principal reason the Company utilizes different companies for performance
comparisons and compensation comparisons is that the sample used in compensation
comparisons is much smaller and more regionalized than that used by the
published indices for performance comparisons. The Company competes for
executive talent mainly in the region where the Company is located and therefore
salary comparisons are more focused.

The base salary of each Executive Officer is reviewed periodically by his
immediate supervisor (or the Committee, in the case of the CEO) resulting in
salary actions typically every 12 to 15 months or longer. The Executive
Officer's position, individual performance, level of responsibility, years with
the Company and the peer company and general industry information described
above are weighed in determining any appropriate salary adjustment. The
Committee reviews and approves all proposed salary adjustments for the Executive
Officers as recommended by the CEO.

ANNUAL INCENTIVE AWARDS

Annual incentive awards are available to the Executive Officers to
recognize and reward desired performance. Each year the Compensation Committee
approves the participants, the performance measures and the specific financial
targets. The usual performance measures were replaced by a single measure for
1993 based on Net Cash from Operations. The financial target was discretionarily
set at a level substantially above the target approved by the Board of Directors
in the 1993 Five-Year Operating Plan.

An Executive Officer's target award level is directly dependent upon the
individual's position, level of responsibility and ability to impact the
Company's financial success. Additionally, peer company and general industry
information is reviewed periodically to determine competitive target award
levels. Annual incentive awards for 1993 were directly related to overall
corporate and business unit performance. The awards for 1993 reflect the
Company's performance for 1993 in the area of Net Cash from Operations. Records
were set in the areas of Earnings Per Share, Operating Profit, Funds Provided By
Operations and Cash Per Share.

13
<PAGE> 17

LONG-TERM INCENTIVE PROGRAM

The Company's current long-term incentive compensation program is limited
to stock options designed to align management interests with those of
Stockholders. In furtherance of this objective, nonqualified stock options were
granted in 1993, with the exercise price equal to the market price on the date
of grant.

After a lengthy vesting period, stock options only have value if the price
of the Company's stock has appreciated in value from the date the stock options
were granted. Obviously, Stockholders also benefit from such stock price
appreciation.

The Company's stock option program is designed to encourage early exercise
of options and retention of the issued stock, by including a reload option
feature ("Replacement Option") and by the CEO establishing a target level of
stock ownership for each Executive Officer in order to encourage a long-term
ownership perspective. The replacement option feature provides for a new option
for each share of Company stock tendered to satisfy an option exercise price.
The replacement option, granted at an exercise price equal to the then current
market price, is for the number of shares exchanged to exercise the original
options, plus shares withheld for taxes, and is exercisable for the remainder of
the original option term. As a result of this design, early exercise and
ownership is encouraged, but stock option recipients can never obtain more
shares of stock than represented by the original option grants.

The level of stock option grants for Executive Officers and other employees
is determined by the Committee each year in consultation with the CEO. A
potential option gain target is identified for groups of employees by
considering their responsibilities, their base salary level and peer company and
general industry long-term compensation information. The number of options to be
awarded is then derived by using a projected stock value that is approved by the
Committee. The Company's awards are typically well above the 50th percentile of
peer company and general industry levels.

The Company is required to purchase shares in the open market equivalent to
the number of shares issued under the stock option program.

Since institution of the replacement option program and stock ownership
targets in 1990, current Executive Officer stock ownership has increased by 490%
to a total of 438,732 shares.

CEO COMPENSATION

Mr. Barnes' compensation for 1993 consisted of the same three components
described above for the Executive Officers: base salary, annual incentive
compensation and stock options (in addition to participation in the benefit
programs). The 1993 base salary level for Mr. Barnes was frozen at his ending
1992 level due to a Company-wide salary freeze. The 1992 base salary range was
determined by considering peer company and general industry information. His
base salary was established within the salary range by reference to his
performance and years of service, in addition to peer company and general
industry information. The Committee took into account the fact that Mr. Barnes
has been CEO of MAPCO since 1984 and, during that time period, total Stockholder
return (stock price appreciation and dividends) has averaged 24% per year.

Mr. Barnes' incentive award for 1993 was determined in the same manner as
described above. In particular, the Committee took into account his leading role
in the successful turnaround of the Company's performance in 1993 from a
lackluster 1992.

Pursuant to the stock option program described above, Mr. Barnes was
granted 59,000 nonqualified stock options in 1993.

Herman J. Schmidt, Chairman
Malcolm T. Hopkins
Donald L. Mellish
Robert L. Parker
Samuel F. Segnar

14
<PAGE> 18

PERFORMANCE GRAPH

The following performance graph reflects yearly percentage changes in the
Company's cumulative total stockholder return on Common Stock for the five
fiscal years ended December 31, 1993, as compared with the cumulative total
return of the S&P 500 Stock Index and the S&P Energy Composite Index. The graph
assumes that $100 was invested on January 1, 1989 in the Company's Common Stock
and in each of the referenced indices and assumes reinvestment of dividends.

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
MAPCO, S&P 500 AND S&P ENERGY COMPOSITE

<TABLE>
<CAPTION>
Year
-----------------------------------------------------
1988 1989 1990 1991 1992 1993
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
MAPCO Inc. 100 150 161 237 214 246
S&P 500 100 131 127 165 178 195
S&P Energy Composite 100 139 143 154 157 182

</TABLE>

PENSION PLAN

The pension plan, in which all eligible employees, including Executive
Officers, participate, does not require or permit employees to make
contributions. Contributions to the pension plan in respect of any person are
not and cannot be separately or individually calculated.

PENSION TABLE -- ANNUAL BENEFIT PAYABLE AT NORMAL RETIREMENT AGE

<TABLE>
<CAPTION>
AVERAGE YEARS OF SERVICE
ANNUAL -----------------------------------------------------------------
COMPENSATION 10 15 20 25 30 35
- --------------------------------- ------- ------- ------- ------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
$ 100,000....................... 17,901 26,852 35,802 44,753 53,703 62,654
$ 250,000....................... 47,151 70,727 94,302 117,878 141,453 165,029
$ 500,000....................... 95,901 143,852 191,802 239,753 287,703 335,654
$1,000,000....................... 193,401 290,102 386,802 483,503 580,203 676,904
$1,250,000....................... 242,151 363,227 484,302 605,378 726,453 847,529
$1,500,000....................... 290,901 436,352 581,802 727,253 872,703 1,018,154
$1,750,000....................... 339,651 509,477 679,302 849,128 1,018,953 1,188,779
$2,000,000....................... 388,401 582,602 776,802 971,003 1,165,203 1,359,404
</TABLE>

15
<PAGE> 19

The Pension Table above shows approximate total retirement benefits
(expressed as an annual straight-life annuity) based on employment with the
Company for an employee covered by the qualified and nonqualified retirement
plans. "Average annual compensation" is determined with reference to the base
salary and bonus compensation disclosed in the Summary Compensation Table,
except as described below for Messrs. Barnes and Howe. Average annual
compensation levels are the average base salary and bonus compensation for the
three highest consecutive years of the 10 years immediately before retirement
date. The normal retirement date is at age 65, 66 or 67, depending upon the
participant's birth year. The benefit amounts listed in the table are not
subject to reduction for Social Security benefits or on any other basis except
as noted below.

At December 31, 1993 Messrs. Barnes, Howe, Hart, Dickerson and Bowman were
credited with 10.58, 9.08, 14.17, 6.65 and 6.72 years of service, respectively.

In addition, Messrs. Barnes and Howe are, pursuant to separate retirement
agreements, credited with additional service equal to service earned with their
prior employer (26 and 20 years, respectively). Such service is applied with
reference to a modified base salary and bonus compensation at the Company which
reflects only 50% of their promotion pay increases and bonus compensation. This
additional retirement benefit is reduced by the retirement benefit earned by
Messrs. Barnes and Howe at their prior employer. On December 3, 1993, the Board
of Directors approved an amendment to the retirement agreement of Mr. Howe to
provide for vesting of benefits thereunder effective as of December 31, 1993.
Retirement benefits under the supplemental retirement agreement would have
vested on December 1, 1994; however, by accelerating vesting into the calendar
year 1993, both the Company and Mr. Howe avoided increased tax liability which
would have been incurred in 1994 under the Omnibus Budget Reconciliation Act of
1993.

EMPLOYMENT CONTINUATION AGREEMENTS

The Company has entered into Employment Continuation Agreements (the
"Agreements") with 12 of its executive officers (the "Officers"), including
Messrs. Barnes, Howe, Hart, Dickerson and Bowman. The Agreements replaced
similar agreements which expired on December 31, 1989. The Agreements were
automatically extended on January 1, 1993, and will continue to automatically
extend each January 1 thereafter unless, not later than October 1 of the
preceding year, the Company shall have given notice that it does not wish to
extend the Agreement and provided that if a Change in Control (as defined below)
occurs, the Agreements shall automatically continue for twenty-four months
beyond the month in which such Change in Control occurred. Under each Agreement,
the Officer is obligated to remain in the Company's employ for the earliest of
(a) nine months following the occurrence of a Potential Change in Control, (b)
the date of a Change in Control, (c) the date the Officer terminates his
employment by reason of Death, Disability or Retirement, or (d) the termination
by the Company of the Officer's employment.

For purposes of the Agreements, a "Change in Control" shall be deemed to
have occurred if (i) any "person," as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
(other than the Company, any trustee or other fiduciary holding securities under
an employee benefit plan of the Company, or any corporation owned, directly or
indirectly, by the Stockholders of the Company in substantially the same
proportion as their ownership of stock of the Company), is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Company representing 25% or more of the
combined voting power of the Company's then outstanding securities eligible to
vote; or (ii) during any period of two consecutive years (not including any
period prior to the execution of the Agreement), individuals who at the
beginning of such period constitute the Board, and any new director (other than
a director designated by a person who has entered into an agreement with the
Company to effect a transaction described in clause (i), (ii) or (iv) of this
Paragraph) whose election by the Board or nomination for election by the
Company's Stockholders was approved by a vote of at least two-thirds ( 2/3) of
the directors then still in office who either were directors at the beginning of
the period or whose election or nomination for election was previously so
approved (hereinafter referred to as "Continuing Directors"), cease for any
reason to constitute at least a majority thereof; or (iii) the Stockholders of
the Company approve a merger or consolidation of the Company with any other
corporation, other than a merger or consolidation which would result in the
voting securities of the Company outstanding

16
<PAGE> 20

immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity) in combination with the ownership of any trustee or other fiduciary
holding securities under an employee benefit plan of the Company, more than 75%
of the combined voting power of the voting securities of the Company or such
surviving entity outstanding immediately after such merger or consolidation;
provided, however, that a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which no "person"
(as hereinabove defined) acquires more than 50% of the combined voting power of
the Company's then outstanding securities shall not constitute a Change in
Control of the Company; or (iv) the stockholders of the Company approve a plan
of complete liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the Company's assets
(or any transaction having a similar effect).

For purposes of the Agreements, a "Potential Change in Control" shall be
deemed to have occurred if (i) the Company enters into an agreement, the
consummation of which would result in the occurrence of a Change in Control;
(ii) any person (including the Company) publicly announces an intention to take
or to consider taking actions which if consummated would constitute a Change in
Control; or (iii) any person other than a trustee or other fiduciary holding
securities under an employee benefit plan of the Company (or a corporation
owned, directly or indirectly by the Stockholders of the Company in
substantially the same proportion as their ownership of stock of the Company),
who is or becomes the beneficial owner, directly or indirectly, of securities of
the corporation representing 10% or more of the combined voting power of the
Company's then outstanding securities, increases such person's beneficial
ownership of such securities by 5% or more over the percentage so owned by such
person on the date hereof; or (iv) the Board of Directors of the Company adopts
a resolution to the effect that, for purposes of the Agreement, a Potential
Change in Control has occurred.

If, within two (2) years following a Change in Control, an Officer's
employment is terminated by the Company (other than for cause, as defined in the
Agreements, or on account of the Officer's Death, or Disability) or by the
Officer for other than Good Reason as defined in the Agreement, the Company will
pay the Officer the following amounts (the "Severance Payment"):

(a) A single sum payment equal to the product of three (3) times the
sum of (i) the Officer's then current annual salary, plus (ii) the highest
annual incentive compensation payment for the current calendar year or any
of the last three (3) years, plus (iii) awards paid under the Company's
Performance Bonus Plan or any successor thereto;

(b) A single sum cash payment equal to the product of (x) and (y)
where (x) equals the difference between (1) the closing price per share of
the Company's Common Stock on the New York Stock Exchange Consolidated Tape
(the "NYSECT") on the day immediately prior to the Change in Control of the
Company and (2) the lowest closing price per share of the Company's Common
Stock on the NYSECT on any day during the 60-day calendar day period
immediately preceding the Change in Control of the Company and where (y)
equals three (3) times the highest number of shares of the Company's Common
Stock subject to any stock option granted to the Officer within 24 months
of the Change in Control of the Company;

(c) All reasonable and appropriate legal fees and expenses incurred by
the Officer as a result of such termination (including all such fees and
expenses, if any, reasonably incurred in contesting or disputing by
arbitration or otherwise, any such termination or in seeking to obtain or
enforce any right or benefit provided by the Agreement or in connection
with any tax audit or proceeding to the extent attributable to the
application of Section 4999 of the Internal Revenue Code of 1986, as
amended, (the "Code"), to any payment or benefit provided under the
Agreement); and

(d) For a thirty-six (36) month period after the Date of Termination,
the Company shall provide the Officer with benefits substantially similar
to those which the Officer was receiving or entitled to receive under the
Company's life, disability, accident and group health insurance plans or
any similar plans in which the Officer was participating immediately prior
to the Date of Termination at a cost to the Officer which is no greater
than that cost to the Officer in effect at the Date of Termination.

17
<PAGE> 21

(e) In addition to the retirement benefits to which the Officer is
entitled under the Supplemental Executive Retirement Plan ("SERP") and the
Long-Term Incentive Plan ("LIP") or any successor plan thereto, the Company
shall pay a single sum amount, in cash, equal to the actuarial equivalent
of the excess of (x) over (y) where (x) is the amount of the retirement
pension (determined as a straight-life annuity commencing at Normal
Retirement Age as defined in the MAPCO Pension Plan) which the Officer
would have accrued under the terms of the SERP (without regard to any
amendment to the SERP made subsequent to a Change in Control and on or
prior to the Date of Termination, which amendment adversely affects in any
manner the computation of retirement benefits thereunder), determined as if
the Officer were fully vested thereunder and had accumulated (after the
Date of Termination) thirty-six (36) additional months of service credit
thereunder at the Officer's highest annual rate of compensation during the
twelve (12) months immediately preceding the Date of Termination, and where
(y) is the amount of any vested retirement pension (determined as a
straight-life annuity commencing at Normal Retirement Age) which the
Officer had then accrued pursuant to the provisions of the SERP.

(f) In addition to the retirement benefit the Officer is entitled to
under the MAPCO Inc. and Subsidiaries Profit Sharing and Savings Plan, the
Company shall pay the Officer a single sum amount, in cash, equal to
eighteen percent (18%) times the Officer's highest annual rate of
compensation during the twelve (12) months immediately preceding the
Officer's Date of Termination.

The Company has also agreed to pay the Officer an additional amount
("Gross-Up Payment") such that the net amount retained by the Officer upon the
payments provided under the Agreement, after deduction of federal, state and
local income tax and any tax imposed by Section 4999 of the Internal Revenue
Code of 1986, as amended (up to 20%), shall be equal to the Severance Payment.

On January 31, 1990, the Board of Directors of the Company approved
amendments to the Employment Continuation Agreements of the executive officers.
The Amendments provide that in the event of termination following a Change in
Control, the benefits under the Company's SERP shall be determined as of the
earliest possible retirement date using actuarial equivalents as defined in the
Amendments.

In addition to this change, Amendments to Employment Continuation
Agreements of Messrs. Barnes and Howe clarify that in the event of termination
following a Change in Control (1) retirement benefits, including that payable
under Supplemental Retirement Agreements ("SRA"), are calculated based upon the
earliest permitted retirement date and (2) SRA benefits are payable in a single
sum based upon actuarial equivalents, as defined in the Amendments. An
additional amendment to the Employment Continuation Agreements of Messrs. Barnes
and Howe was entered into in 1991 to coordinate changes made in supplemental
retirement agreements as discussed above.

APPROVAL OF SELECTION OF INDEPENDENT AUDITORS

Upon the recommendation of the Audit Committee, the Board of Directors has,
by resolution, selected Deloitte & Touche, independent auditors to audit the
books, records and accounts of the Company and its subsidiaries for the fiscal
year ending December 31, 1994. Accordingly, this selection is being presented to
the Stockholders for approval at this Annual Meeting.

The firm of Deloitte & Touche has audited the Company's books annually
since 1969, has offices in or convenient to the localities where the Company or
its subsidiaries operate and is considered to be well qualified. If the
Stockholders do not approve the selection of Deloitte & Touche, the selection of
independent auditors will be reconsidered by the Board of Directors.

Audit services performed by Deloitte & Touche during 1993 included
examinations of the Consolidated Financial Statements of the Company and its
subsidiaries, limited reviews of interim financial information, services related
to filings with the Securities and Exchange Commission, and consultations on
matters related to accounting, financial reporting, taxation and general
business advice.

18
<PAGE> 22

Representatives of Deloitte & Touche will be present at the Annual Meeting
of Stockholders at which time they will have an opportunity to make a statement
and will be available to respond to any appropriate questions from the floor.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL OF
DELOITTE & TOUCHE TO AUDIT THE COMPANY'S BOOKS.

PROPOSALS OF STOCKHOLDERS

Proposals of Stockholders intended to be presented at the Company's 1995
Annual Meeting of Stockholders, which is anticipated to be held on May 26, 1995,
must be received at the principal executive offices of the Company, 1800 South
Baltimore Avenue, Tulsa, Oklahoma 74119, on or before December 31, 1994 to be
considered for inclusion in the Company's Proxy Statement and form of proxy
relating to that meeting.

OTHER BUSINESS

As of the time of preparation of this Proxy Statement, the Company has not
been informed of any business to be presented by or on behalf of the Company or
its management for action at the meeting other than those listed in the Notice
of Annual Meeting. If any other business properly comes before the meeting or
any adjournment thereof, it is intended that the proxies will be voted in
respect thereof in accordance with the best judgment of the person or persons
voting the proxies.

By Order of the Board of Directors

David W. Bowman
Senior Vice President, General
Counsel and Secretary

April 8, 1994
Tulsa, Oklahoma

A COPY OF THE COMPANY'S 1993 FORM 10-K REPORT FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION IS AVAILABLE TO STOCKHOLDERS WITHOUT CHARGE UPON WRITTEN
REQUEST TO: SENIOR VICE PRESIDENT -- CORPORATE AFFAIRS, MAPCO INC., P.0. BOX
645, TULSA, OKLAHOMA 74101-0645.

19
<PAGE> 23
(MAPCO LOGO)
1800 South Baltimore Avenue
Tulsa, Oklahoma 74119
<PAGE> 24

APPENDIX I -- PERFORMANCE GRAPH

A narrative description of the Company's performance graph, captioned,
"Comparison of Five-Year Cumulative Total Return," may be found at page 15.
<PAGE> 25

NARRATIVE DESCRIPTION OF PERFORMANCE GRAPH

The performance graph shows yearly percentage changes in the cumulative
total Stockholder return on MAPCO Inc. Common Stock for the five (5) fiscal
years ended December 31, 1993, as compared to the S&P 500 Stock Index and the
S&P Energy Composite Index. During each of the five (5) year periods ended, the
graph indicates that the Company's Common Stock has provided Stockholders with a
higher cumulative total return. The graph is captioned "Comparison of Five-Year
Cumulative Total Return," and it assumes that $100 was invested on January 1,
1989 in the Company's Common Stock and in each of the referenced indices and
assumes reinvestment of dividends.
<PAGE> 26

<TABLE>
<S> <C> <C>
MAPCO INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. X

1. ELECTION OF DIRECTORS 2. Approve the selection of Deloitte & Touche as
Nominees: For Withheld Independent Auditors For Against Abstain
Herman J. Schmidt, Malcolm T. Hopkins, ( ) ( ) ( ) ( ) ( )
Donald Paul Hodel

To withhold authority to vote for one or more individual nominees, write the nominee name(s) on the line below.

- ---------------------------------------------------

3. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.

Dated: , 1994
----------------
Please Sign Here and Return Promptly

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Please sign exactly as your name or names appear above. For joint accounts,
each owner should sign. When signing as executor, administrator, attorney,
trustee or guardian, etc., please give your full title.

</TABLE>

MAPCO INC.
PROXY SOLICITED BY BOARD OF DIRECTORS FOR ANNUAL MEETING, MAY 25, 1994

The undersigned hereby appoints James E. Barnes, David W. Bowman and James N.
Cundiff, and each of them, as Proxies, each with the power to appoint his
substitute, and hereby authorizes each of them to represent and to vote, as
designated on the reverse side, all the shares of Common Stock of MAPCO Inc.
held on record by the undersigned on April 4, 1994, at the Annual Meeting of
Stockholders to be held on May 25, 1994, or any adjournment thereof.

IMPORTANT -- THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.

THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONS MADE ON THE
REVERSE SIDE, BUT IF NO CHOICES ARE INDICATED, THIS PROXY WILL BE VOTED FOR ALL
NOMINEES LISTED ON THE REVERSE SIDE AND FOR PROPOSAL 2.