MAPCO INC, DEF 14A, 1996-04-04

MAPCO INC
DEF 14A, 1996-04-04
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 / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12

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

- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $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 transaction applies:

- - --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):

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

- - --------------------------------------------------------------------------------
(5) Total fee paid:
$125 via wire transfer
- - --------------------------------------------------------------------------------

/ / Fee paid previously with preliminary materials.

/ / 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:

- - --------------------------------------------------------------------------------
<PAGE> 2

April 10, 1996

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of
the Company which will be held at 9:00 a.m., Central Daylight Time, Wednesday,
May 29, 1996 at the Four Seasons Resort and Club, 4150 North MacArthur
Boulevard, Irving, Texas.

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, President
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 29, 1996 at 9:00 a.m., Central Daylight Time, at
the Four Seasons Resort and Club, 4150 North MacArthur Boulevard, Irving, Texas,
for the following purposes:

1. To elect four nominees for Directors to Class II Directorships;

2. To consider and act upon a proposal to approve the selection of
Deloitte & Touche LLP as independent auditors for the year ending December
31, 1996; 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 March 22, 1996 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, 311
West Monroe, Chicago, IL 60690.

Mailing of this Notice, the Proxy Statement and the 1995 Annual Report to
Stockholders is expected to begin on April 10, 1996.

By Order of the Board of Directors

DAVID W. BOWMAN
Senior Vice President, General
Counsel
and Secretary

Tulsa, Oklahoma
April 10, 1996

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.
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 9:00 a.m., Central
Daylight Time, May 29, 1996 at the Four Seasons Resort and Club, 4150 North
MacArthur Boulevard, Irving, Texas.

Stockholders of record at the close of business on March 22, 1996 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 March 22, 1996. 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 March 22, 1996, the
record date for voting, there were 28,852,506 shares of Common Stock of the
Company outstanding and entitled to vote.

PRINCIPAL HOLDERS OF VOTING SECURITIES

According to information from Schedule 13G filings as of March 11, 1996,
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
NAME & ADDRESS OF OF BENEFICIAL PERCENT
BENEFICIAL OWNER OWNERSHIP OF CLASS
- - ----------------------------------- --------------- --------
<S> <C> <C>
Sanford C. Bernstein & Co., Inc. 2,765,939(1) 9.3%
One State Street Plaza
New York, NY 10004
</TABLE>
<PAGE> 5

<TABLE>
<CAPTION>
AMOUNT & NATURE
NAME & ADDRESS OF OF BENEFICIAL PERCENT
BENEFICIAL OWNER OWNERSHIP OF CLASS
- - ----------------------------------- --------------- --------
<S> <C> <C>
Loomis, Sayles & Company, L.P. 2,024,600(2) 6.9%
One Financial Center
Boston, MA 02111

Bankers Trust New York Corporation 312,533(4) 1.1%
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
</TABLE>

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

(1) Schedule 13-G filed by Sanford C. Bernstein & Co., showing beneficial
ownership as of December 31, 1995; sole power to vote or direct the vote of
1,491,690 shares and shared power to vote or to direct the vote of 291,765
shares; sole dispositive power of 2,765,939 shares and no shared
dispositive power.

(2) Beneficial ownership as of December 31, 1995; sole power to vote or to
direct the vote of 680,875 shares and no shared voting power; shared power
to dispose of or to direct the disposition of 2,024,600 shares and no sole
dispositive power.

(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 2,250,633 shares, or 7.7% 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, 1995; sole power to vote or to
direct the vote of 88,530 shares and no shared voting power; sole power to
dispose of or to direct the disposition of 309,083 shares; and shared power
to dispose of or to direct the disposition of 3,450 shares.

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 1998, 1999 and 1997, respectively, or until their successors are
elected.

Class II nominees for election as director were considered at the
Governance Committee meeting held on March 25, 1996. It was unanimously approved
that James E. Barnes, Samuel F. Segnar, Frank T. MacInnis and Harry A. Fischer,
Jr. be nominated for election as Class II Directors at this Annual Meeting of
Stockholders. All of the nominees except for Mr. MacInnis 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 1995, MAPCO Inc. decreased Board
membership by one member due to the early retirement of Robert M. Howe as Class
I Director. Mr. Philip C. Lauinger, Jr. declined to stand for re-election as
Class II Director but will remain on the Board until the Annual Meeting. There
are currently no vacancies on the Board of Directors.

2
<PAGE> 6

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 1995 and two other individuals
who ceased to be executive officers in 1995 but whose compensation would have
placed them in this group (the "named Executive Officers") and all Directors and
Executive Officers as a group. In 1994, the Board reviewed the policy-making
functions of the Company's officers and redefined which officers would be
included as Executive Officers (those officers with reporting responsibilities
under Section 16 of the Securities and Exchange Act of 1934, as amended). As a
result of this and subsequent reviews, the Board has specifically designated the
Chairman, the President, all Senior Vice Presidents, the Vice President,
Controller and Tax, the Vice President, Treasurer and Investor Relations and the
Vice President -- Strategic Planning (elected by the Board in March of 1996) of
the Company as Executive Officers. 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.

<TABLE>
<CAPTION>
NUMBER OF
SHARES OF
COMMON STOCK
BENEFICIALLY
OWNED DIRECTLY
OR INDIRECTLY
DIRECTOR, NOMINEE OR DIRECTOR ON MARCH 22, PERCENT
NAMED EXECUTIVE OFFICER CLASS 1996 OF CLASS
----------------------------------------------- -------- -------------- --------
<S> <C> <C> <C>
Wayne K. Goettsche-Age 62 I 14,000(3) (1)
Houston, Texas. Director
since November 1979. Chairman
of the Board of Quoin Financial
Corporation, a financial and
management consulting firm.

Donald L. Mellish-Age 68 I 25,100(3) (1)
Anchorage, Alaska.
Director since June 1981.
Chairman of the Executive
Committee and a Director of
National Bancorp of Alaska, Inc.

Robert L. Parker-Age 72 I 14,400(3) (1)
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.,
Weatherford-Enterra Corporation,
Norwest Bank of Texas (Kerrville),
Southern Methodist University,
St. Francis Hospital (Chairman) and
the Development Board of Texas
University.
</TABLE>

3
<PAGE> 7

<TABLE>
<CAPTION>
NUMBER OF
SHARES OF
COMMON STOCK
BENEFICIALLY
OWNED DIRECTLY
OR INDIRECTLY
DIRECTOR, NOMINEE OR DIRECTOR ON MARCH 22, PERCENT
NAMED EXECUTIVE OFFICER CLASS 1996 OF CLASS
----------------------- -------- -------------- --------
<S> <C> <C> <C>
James E. Barnes-Age 62 II 442,459(2) 1.5%
Tulsa, Oklahoma. Director,
Chairman of the Board, President
and Chief Executive Officer of the
Company since September, 1995.
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. Presently a
Director of Bank of Oklahoma
Financial Corporation, SBC
Communications Inc. and Kansas
City Southern Industries, Inc.

Philip C. Lauinger, Jr.-Age 60 II 17,800(3)(4) (1)
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.
</TABLE>

4
<PAGE> 8

<TABLE>
<CAPTION>
NUMBER OF
SHARES OF
COMMON STOCK
BENEFICIALLY
OWNED DIRECTLY
OR INDIRECTLY
DIRECTOR, NOMINEE OR DIRECTOR ON MARCH 22, PERCENT
NAMED EXECUTIVE OFFICER CLASS 1996 OF CLASS
----------------------- -------- -------------- --------
<S> <C> <C> <C>
Harry A. Fischer, Jr.-Age 69 II 14,000(3) (1)
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 chemicals,
adhesives, sealants and masking tape
products. Formerly a Director of
Lee Enterprises, Incorporated.

Frank T. MacInnis-Age 49. II 0 (1)
Norwalk, Connecticut. Nominee
for Class II Director. Chairman
of the Board, President and Chief
Executive Officer of EMCOR Group,
Inc., one of the world's largest
electrical and mechanical construction
and facilities management services groups.
Formerly Chairman of the Board,
President and Chief Executive
Officer of Comstock Group, Inc.,
a nationwide electrical contracting
company. Presently Chairman of the
Board of Comstock Communications,
Inc. and a Director of PORTEC, Inc.
</TABLE>

5
<PAGE> 9

<TABLE>
<CAPTION>
NUMBER OF
SHARES OF
COMMON STOCK
BENEFICIALLY
OWNED DIRECTLY
OR INDIRECTLY
DIRECTOR, NOMINEE OR DIRECTOR ON MARCH 22, PERCENT
NAMED EXECUTIVE OFFICER CLASS 1996 OF CLASS
----------------------- -------- -------------- --------
<S> <C> <C> <C>
Samuel F. Segnar-Age 68 II 13,000(3) (1)
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, Gulf States
Utilities Company and Probank 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 and
heavy equipment businesses.

Herman J. Schmidt-Age 79 III 14,927(3) (1)
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 and HON
Industries, Inc.

Malcolm T. Hopkins-Age 68. III 15,707(3) (1)
Asheville, North Carolina.
Director since May 1986.
Retired October 1984 as
Vice Chairman and Chief
Financial Officer, St. Regis
Corporation, a diversified,
multi-national 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., State Street
Research Portfolios, Inc.,
EMCOR Group Inc., Phar-Mor, Inc.,
U.S. Home Corporation and
KinderCare Learning Centers, Inc.
</TABLE>

6
<PAGE> 10

<TABLE>
<CAPTION>
NUMBER OF
SHARES OF
COMMON STOCK
BENEFICIALLY
OWNED DIRECTLY
OR INDIRECTLY
DIRECTOR, NOMINEE OR DIRECTOR ON MARCH 22, PERCENT
NAMED EXECUTIVE OFFICER CLASS 1996 OF CLASS
----------------------- -------- -------------- --------
<S> <C> <C> <C>
Donald Paul Hodel-Age 60 III 10,100(3) (1)
Silverthorne, Colorado. Director
since September, 1990. Presently
Managing Director of Summit Group
International, Ltd., an energy and
natural resources consulting firm;
Director of The Columbia Gas System
Inc.; Director of Taylor Energy
Company, a privately-held independent
oil and gas company; Vice-Chairman,
Texon Corporation; Director of Hart
Publications Inc.; Director of Eagle
Publishing, Inc.; 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.

W. Jeffrey Hart 127,029(2) (1)

David W. Bowman 78,081(2) (1)

Joseph W. Craft III 135,889(2) (1)

Robert G. Sachse 30,205(2) (1)

Robert M. Howe 351,586(2) 1.2%

Frank S. Dickerson, III 128,334(2) (1)

All Directors and Executive Officers 1,627,598(2) 5.6%
as a group (21 persons)
</TABLE>

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

(1) Does not exceed one percent.

(2) Includes options for the Company's Common Stock that may be exercised within
60 days by Messrs. Barnes (250,531), Hart (75,398), Bowman (56,213) Craft
(72,693), Sachse (22,563), Howe (267,900), Dickerson (113,270) and all
Executive Officers and Directors as a group (1,129,017). Also includes
shares of the Company's Common Stock that are allocated as of December 31,
1995 under the MAPCO Inc. & Subsidiaries Profit Sharing and Savings Plan
("PSSP") (Mr. Barnes 1,920 shares, Mr. Hart 2,094 shares, Mr. Bowman 4,325
shares, Mr. Craft 2,103 shares, Mr. Sachse 1,490 shares, Mr. Howe 5,369
shares and Mr. Dickerson 2,014 shares) and under the MAPCO Inc. &
Subsidiaries Employee Stock Ownership Plan ("PAYSOP") as of December 31,
1995 (Mr. Barnes 38 shares, Mr. Hart 1,142 shares, Mr. Bowman -0- shares,
Mr. Craft 103 shares, Mr. Sachse 59 shares, Mr. Howe -0- shares and Mr.
Dickerson -0- shares). Includes 337 shares held by the spouse of one
Executive Officer, who is also an employee of the Company, in the PSSP and
PAYSOP.

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<PAGE> 11

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

(4) Does not include 1,000 shares owned by Mrs. Philip C. Lauinger, Jr. with
respect to which Mr. Lauinger has disclaimed all beneficial ownership.

TRANSACTIONS WITH MANAGEMENT AND OTHERS

During 1995, Mr. Wayne K. Goettsche, an Outside Director for the Company,
was employed through Quoin Financial Corporation ("Quoin") as a consultant for
the Company to explore opportunities in mining and coal sales in foreign
markets. Mr. Goettsche is Chairman of the Board of Quoin and he and the members
of his family are beneficiaries of a trust which owns the common stock of Quoin.
Mr. Goettsche was paid $632,275.00 for consulting services to the Company and
for expenses incurred from January 1, 1995 through December 31, 1995. This
arrangement is expected to continue during 1996, at the rate of $45,000 per
month plus expenses.

MEETINGS, COMMITTEES AND COMPENSATION OF THE BOARD

During 1995, six meetings of the Board of Directors were held. All
Directors attended at least seventy-five percent of the aggregate of (i) the
total number of meetings of the Board of Directors (held during the period for
which he has been a director) and (ii) the total number of meetings held by all
committees of the Board on which he served (during the periods that he served).
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 1995. The Committee members
are James E. Barnes (Chairman), Wayne K. Goettsche, 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 1995. The Committee members are Wayne K. Goettsche (Chairman),
Harry A. Fischer, Jr., Philip C. Lauinger, Jr. and Donald Paul Hodel. Due to his
service to the Company as a Consultant, Mr. Goettsche took a temporary leave of
absence from the Audit Committee during 1995. Mr. Lauinger acted as Chairman of
the Audit Committee during Mr. Goettsche's temporary absence. If elected to the
Company's Board of Directors, Mr. MacInnis will serve on the Audit Committee
following this Annual Meeting of Stockholders in place of Mr. Lauinger, who has
declined to stand for re-election.

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<PAGE> 12

COMPENSATION COMMITTEE

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 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; (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 seven meetings during 1995. The Committee members are Samuel
F. Segnar (Chairman), Malcolm T. Hopkins, Donald L. Mellish, Robert L. Parker
and Herman J. Schmidt.

NOMINATING/GOVERNANCE 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, 1996. The Committee had five meetings in 1995. The
current Committee members are Donald L. Mellish (Chairman), Robert L. Parker,
Herman J. Schmidt and Samuel F. Segnar.

In January of 1996, the Nominating Committee recommended, and the Board of
Directors approved, to change the name of the Committee to the Governance
Committee and to increase the responsibilities of the Committee to include the
recommendation of changes in the Company's governance policies and practices. In
addition, the Board, at its January meeting, approved a new Governance Policy
for the Company.

Under the Governance Policy adopted by the Board, Board membership is to
consist of executives having a diversity of experience, gender, race and age
with a current affiliation which affords exposure for the Company to
contemporary business issues. The Policy also requires that Board membership be
composed overwhelmingly in favor of independent, Outside Directors. The Policy
encompasses the concept of a "lead" Director when the officers of Chairman of
the Board and CEO are held by the same individual. In addition, consideration is
to be given to rotation of Director Committee memberships to broaden a
Director's contribution and impact on the Board. The Policy encourages Board
members to own the Company's common stock and to volunteer to resign when
responsibilities change from that held when elected to the Board or upon
reaching age 70.

The Governance Committee is charged with the overall responsibility for
identifying, screening and recommending prospective Board members and current
Directors who are eligible to stand for re-election. The

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<PAGE> 13

Committee is also to review the Governance Policy on a periodic basis to ensure
the Policy receives scrutiny by the Board and that the stated guidelines remain
current.

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. 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 an Outside Director during his lifetime for a period equal to the
greater of (i) the number of years during which the Outside Director served as a
member of the Board or (ii) ten years.

At its January 1996 meeting, the Board determined to eliminate benefits
under the Director Retirement Plan for all Directors whose initial term of
office begins on or after January 1, 1996. Benefits to retired Outside Directors
and for Outside Directors whose service began prior to January 1, 1996, were not
affected by this revision to the Plan. This change became effective on January
23, 1996.

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 canceled 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.

10
<PAGE> 14

The Board, at its January 1996 meeting, voted to amend the Director Plan to
reduce the annual option award from 2,000 to 1,000, effective January 1, 1996.
In lieu of the grant of 1,000 options, the Company has adopted the Outside
Director Phantom Stock Plan, described below.

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.

OUTSIDE DIRECTOR PHANTOM STOCK PLAN

In January of 1996, the Company adopted the MAPCO Inc. Outside Director
Phantom Stock Plan (the "Phantom Plan"), effective as of January 1, 1996. All
Outside Directors are eligible to participate in the Phantom Plan.

Under the Phantom Plan, on June 1 of each year, each Outside Director of
the Company will receive "phantom" shares of the Company's common stock
("Phantom Stock") equal to one-half of the amount of the then current Annual
Retainer. In addition, an Outside Director may elect to have all or a part of
the Annual Retainer Fee payable by the Company converted to Phantom Stock. The
shares held as Phantom Stock are adjusted for cash dividends, stock dividends,
stock splits, mergers and other changes in capitalization of the Company.

The Phantom Plan is a cash-only plan which is intended to qualify for the
exemption available under Rule 16b-3 of the Securities Exchange Act of 1934
("Rule 16b-3") with respect to awards made pursuant to a formula set forth in
the Plan and is to be administered so as to comply with Rule 16b-3. Directors
have no rights as shareholders of the Company with respect to Phantom Stock
granted under the Phantom Plan. The Phantom Plan is administered by the
Compensation Committee of the Board of Directors and will terminate on the date
of the Annual Meeting of Stockholders in 2006. The Phantom Plan may be amended,
modified or terminated by the Board of Directors.

11
<PAGE> 15

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,
1995, 1994 and 1993 to the Chief Executive Officer and the four other most
highly compensated executive officers and two individuals who ceased to be
executive officers of the Company in 1995 but whose compensation would have
placed them in this group (the "named Executive Officers").

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
-------------
ANNUAL COMPENSATION AWARDS
----------------------------------------- -------------
OTHER ANNUAL SECURITIES ALL OTHER
NAME AND COMPENSATION UNDERLYING COMPENSATION
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) ($)(2) OPTIONS(#)(3) ($)(4)(5)
- - --------------------------------- ----- ---------- --------- ------------ ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
James E. Barnes 1995 795,000 0 0 140,000 48,154
Chairman of the Board, 1994 720,000 0 0 89,419 34,886
President & CEO 1993 675,000 1,292,000 7,810 96,618 44,782

W. Jeffrey Hart 1995 293,000 0 0 36,000 19,215
Senior Vice President, 1994 264,833 0 0 42,742 19,365
Petroleum 1993 253,000 449,000 4,657 75,085 20,825

David W. Bowman 1995 249,000 0 0 30,000 17,011
Senior Vice President, 1994 239,000 0 0 24,685 12,132
General Counsel & Secretary 1993 227,000 345,000 66 26,317 19,255

Joseph W. Craft III 1995 246,000 0 0 32,000 16,395
Senior Vice President, 1994 236,000 0 0 22,711 17,518
Coal 1993 225,000 316,000 288 26,430 19,099

Robert G. Sachse 1995 233,000 0 0 34,000 11,429
Senior Vice President, 1994 207,000 0 0 17,755 15,336
Natural Gas Liquids 1993 164,000 246,000 16,220 13,932

Robert M. Howe(1) 1995 390,000 0 0 75,000 1,010,283
President & COO 1994 375,417 0 0 98,177 26,161
1993 350,417 591,000 3,183 51,210 26,267

Frank S. Dickerson, III(1) 1995 243,000 0 0 33,934 469,064
Senior Vice President, Chief 1994 235,000 0 0 35,690 17,398
Financial Officer & Treasurer 1993 227,000 345,000 1,599 26,108 19,255
</TABLE>

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

(1) Messrs. Howe and Dickerson elected to take early retirement from the Company
effective December 31, 1995, and resigned as Executive Officers on
September 1, 1995.

(2) Represents tax gross-up payments to an after-tax non-qualified defined
contribution plan in 1993. Beginning in 1994, the Company no longer offered
this plan.

(3) Under the 1989 Stock Incentive Plan, MAPCO has a 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 Option which is received by the
optionee is 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, except they have an exercise price per share equal to the
fair market value of a share of common stock on the date the Replacement
Option is granted. Replacement Options are not exercisable for at least six
months from the date of grant for those granted prior to January 22, 1992
and 12 months for those granted on and after January 22, 1992. By
recapturing the potential for future appreciation through the 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

12
<PAGE> 16

accordingly, the total number of options granted never exceeds shareholder
approved limits under the 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 1995 on behalf of Messrs. Barnes, Hart, Bowman, Craft, Sachse,
Howe and Dickerson were $11,441, $11,542, $11,433, $11,475, $11,429,
$11,242 and $11,486 respectively. Compensation was paid to or on behalf of
Messrs. Barnes, Hart, Bowman, Craft, Sachse, Howe and Dickerson of $36,713,
$7,673, $5,578, $4,920, $0, $14,625 and $5,468 respectively for
participation in a non-qualified defined contribution plan.

(5) In connection with the early retirement of two of the named Executive

Officers, Robert M. Howe received a lump sum Supplemental Retirement
Agreement ("SRA") payment of $535,707 and a lump sum Supplemental Executive
Retirement Plan ("SERP") payment of $430,277. The Company has also agreed
to pay Mr. Howe for his consulting services for 24 months (based on his
annual base salary as of December 31, 1995), all costs associated with
COBRA premiums through June 30, 1997 (unless reemployed during this
period), adequate office space and secretarial assistance for one (1)
year, out-placement services up to $50,000 and reasonable consultant fees
and expenses up to $25,000 (which would be deducted from the above
$50,000 allocation for out-placement services.) For such consulting fees
and expenses, an amount of $18,432 was paid by the Company in 1995. In
the event of a "change in control" as defined in the Company's Employment
Continuation Agreements (or if the Company should fail to make any payment
as it shall become due), all payments due to Mr. Howe are immediately due
and payable in a lump sum. Frank S. Dickerson, III received a lump sum
severance payment of $40,110, a settlement payment of $185,000 and a lump
sum SERP payment of $210,000. In addition, the Company has agreed to pay
Mr. Dickerson for out-placement services up to $35,000, $17,000 of which
was paid by the Company in 1995, and all costs associated with COBRA
premiums through June 30, 1997 (unless reemployed during this period).

13
<PAGE> 17

The following table contains information concerning the grant of stock
options during fiscal year 1995 to the named Executive Officers.

OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------------------------------
% OF GRANT DATE
NUMBER OF TOTAL VALUE
SECURITIES OPTIONS -------------
UNDERLYING GRANTED TO EXERCISE GRANT DATE
OPTIONS EMPLOYEES PRICE EXPIRATION PRESENT VALUE
NAME GRANTED(#)(1) IN 1995 ($/SHARE) DATE(3) ($)(4)
- - ---------------------------------- ------------- ---------- --------- ---------- -------------
<S> <C> <C> <C> <C> <C>
James E. Barnes................... 65,000 9.7% 53.0000 01/24/05 895,493
75,000 11.2% 53.0000 01/25/98 604,859

W. Jeffrey Hart................... 18,000 2.7% 53.0000 01/24/05 247,983
18,000 2.7% 53.0000 01/25/98 145,166

David W. Bowman................... 15,000 2.2% 53.0000 01/24/05 206,653
15,000 2.2% 53.0000 01/25/98 120,972

Joseph W. Craft III............... 16,000 2.4% 53.0000 01/24/05 220,428
16,000 2.4% 53.0000 01/25/98 129,039

Robert G. Sachse.................. 17,000 2.5% 53.0000 01/24/05 234,205
17,000 2.5% 53.0000 01/25/98 137,099

Robert M. Howe.................... 35,000 5.2% 53.0000 12/31/98 195,149
40,000 6.0% 53.0000 12/31/98 223,028

Frank S. Dickerson, III........... 15,000 2.2% 53.0000 08/31/98 69,861
15,000 2.2% 53.0000 08/31/98 69,861
3,934(2) 0.6% 54.2500 08/31/98 21,519
</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. The second line denotes additional stock option awards
("Special Options") which vest upon the earlier of the attainment of early
vesting target prices or the first, second or third anniversary date,
respectively, from the date of the grant and expire on the day following
the anniversary date if early vesting does not occur. The three year target
prices for early vesting of the options are $62, $72 and $80 in 1995, 1996
and 1997, respectively. One-third of the Special Options expired January
25, 1996.

(2) The third line for Frank S. Dickerson, III denotes an automatic Replacement
Option which becomes 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.

(3) Original grants made by the Compensation Committee expire ten (10) years
from the grant date. "Special Options" expire on three separate dates if
specified target vesting prices are not met. Replacement Options have the
same expiration date as the original options they have replaced.

(4) In accordance with Securities and Exchange Commission rules, the
Black-Scholes option pricing model was chosen to estimate the grant date
present value of the options set forth in this table. The Company's use of
this model should not be construed as an endorsement of its accuracy at
valuing options. All stock option valuation methods, including the
Black-Scholes model, require a prediction about the future movement of the
stock price. The following assumptions were made for purposes of
calculating the Grant

14
<PAGE> 18

Date Present Value: for all grants the option term is assumed to be six
months after vesting, interest rates of 7.77% and 6.83%, volatility of
13.58% calculated by using daily stock prices for the calendar year 1995,
and a dividend yield of 1.89% per share. The real value of the options in
this table depends upon the actual performance of the Company's stock
during the applicable period.

The following table contains information concerning aggregated stock option
exercises during 1995 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
NUMBER OF UNEXERCISED IN-THE-MONEY
SECURITIES OPTIONS AT OPTIONS AT
UNDERLYING FY-END(#) FY-END($)(3)
OPTIONS VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISED(#)(1) REALIZED($)(2) UNEXERCISABLE UNEXERCISABLE
- - ------------------------------------- --------------- -------------- ------------- ------------
<S> <C> <C> <C> <C>
James E. Barnes...................... 0 0 279,941/ 263,537/
264,000 434,000
W. Jeffrey Hart...................... 0 0 88,330/ 76,662/
71,000 118,000
David W. Bowman...................... 0 0 56,213/ 108,098/
60,000 101,250
Joseph W. Craft III.................. 0 0 79,232/ 67,074/
63,000 104,500
Robert G. Sachse..................... 0 0 23,226/ 22,711/
57,000 93,750
Robert M. Howe....................... 0 0 279,413/ 522,035/
0* 0*
Frank S. Dickerson, III.............. 4,666 65,324 109,336/ 101,250/
3,934* 1,475*
</TABLE>

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

(1) Includes shares forfeited for the named Executive Officers' 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
composite NYSE closing price on December 29, 1995 of $54.625.

* In connection with the early retirement of Robert M. Howe and Frank S.
Dickerson, III, all outstanding unvested options were accelerated, except
for replacement options, from a grant prior to 1993.

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.

15
<PAGE> 19

COMPENSATION PHILOSOPHY

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

- Attract and retain talented executives -- 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.

- Emphasize pay for performance -- The Incentive Compensation Plan ("ICP")
described below 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 shareholder 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.

Section 162(m) of the Internal Revenue Code imposes a limitation on the
deduction for certain Executive Officers' compensation unless certain
requirements are met. The Committee has carefully considered the impact of this
new tax law and has taken certain actions to preserve the Company's tax
deduction with respect to any affected compensation. The Company's new ICP,
which was approved by stockholders at the Company's 1995 Annual Meeting, is
designed to qualify future payments for tax deductibility. In addition, 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 in the future as is necessary to maintain such exempt status.

The following are descriptions of the Company compensation programs for
Executive Officers including the Chief Executive Officer ("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.

Peer companies, for compensation purposes, have been identified by the
Company, with the assistance of outside consultants, as fourteen (14) companies
with fairly comparable size and business activities to that of the Company.
Seven (7) of these peer companies are also included in the S&P Energy Composite
Index which is used in the Five Year Total Return Graph shown below. The
principal reason the Company utilizes peer companies for compensation
comparisons and the S & P Energy Composite Index for performance comparisons is
that the 14 companies chosen by the Company for compensation comparisons more
accurately reflect the Company's competition for executive talent.

The base salary and performance of each Executive Officer is reviewed
periodically (at least annually) by his immediate supervisor (or the Committee,
in the case of the CEO) resulting in salary actions as appropriate. An Executive
Officer's level of responsibility is the primary factor in determining base
salary. Individual performance, years with the Company and peer company and
general industry information are also considered in determining any salary
adjustment. As compared to peer companies, the actual 1995 base salary of the
CEO was above the 50th percentile and the actual 1995 base salaries of all other
Executive Officers were slightly below the 50th percentile. The Committee
reviews and approves all Executive Officer's salary adjustments as recommended
by the CEO. The Committee reviews the performance of the CEO and establishes his
base salary.

16
<PAGE> 20

INCENTIVE AWARDS

At the May, 1995 Annual Meeting, the Company's shareholders approved the
MAPCO Inc. Incentive Compensation Plan (the "ICP"). The ICP replaced the
Company's Annual Incentive Compensation Plan, effective as of January 1, 1995.
The ICP includes a short-term component in which only the ten individuals in
senior management (the "Senior Management Team") participated during 1995 and a
potential long-term award (3 years) for the Executive Officers and fourteen (14)
other key employees. For 1995, the performance measure selected by the Committee
for a short-term award under the ICP was earnings per share. In the event the
Company's earnings per share for 1995 met or exceeded a certain targeted level,
the Senior Management Team would receive an incentive award under the ICP for
1995 based upon salary level, the Committee's determination of the individual's
position and level of responsibility and the Committee's assessment of the
individual's impact upon the Company's financial success. Long-term awards under
the ICP are payable only in the event the Company's earnings per share reach
certain targeted levels for 1997. The Committee has absolute discretion in
reducing or eliminating the amount of an award for any individual included in
the Plan. Because Company performance failed to achieve targeted levels, no
awards were paid under the ICP for 1995.

STOCK OPTION PROGRAM

The Company's current stock option program is designed to align management
interests with those of shareholders. In furtherance of this objective,
nonqualified stock options were granted in 1995, with the exercise price equal
to the market price on the date of grant. In addition, during 1995, ten (10)
individuals which comprised the Senior Management Team ("SMT") for the Company
received additional stock option awards ("Special Options"). The Special Options
are exercisable one year from the date of the grant or earlier if the Company's
stock price meets or exceeds targeted values. Upon retirement of three members
of the SMT in 1995, vesting of the Special Options was accelerated for those
individuals. The SMT is now comprised of only seven (7) individuals (the
Chairman and all Senior Vice Presidents of the Company) and is called the Senior
Leadership Team ("SLT").

After a lengthy vesting period, regular 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. Special Options vest upon the earlier of the
attainment of early vesting target prices or the first, second or third
anniversary date, respectively, from the date of the grant and expire on the day
following the anniversary date if early vesting does not occur. The three year
target prices for early vesting of the options are $62, $72 and $80 in 1995,
1996 and 1997, respectively. If accelerated vesting occurs, the options are
treated as regular NQO's, are eligible for replacement option grants and have
ten-year terms.

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"). The Company also emphasizes stock retention by
the CEO establishing a target level of stock ownership for each Executive
Officer and other key employees. 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 retention of stock is encouraged but stock option recipients can
never obtain more shares of stock than represented by the original option
grants. In addition, the Company is required to purchase shares in the open
market equivalent to the number of shares issued under the stock option program.

The level of stock option grants for Executive Officers (other than the
CEO) is determined by the Committee each year in consultation with the CEO.
Awards for the CEO, other Executive Officers and other groups of employees are
determined by giving equal consideration to their base salary, level of
responsibility, and peer company long-term compensation information. 1994 option
grants were used as the guideline in determining the Company's 1995 awards to
Executive Officers. Due to the Special Options program, the Company's 1995
awards were at the high end of the range for option awards granted by peer
companies.

Since institution of the replacement option program and stock ownership
targets in 1990, current Executive Officer stock ownership has increased by 473%
to a total of 413,444 shares.

17
<PAGE> 21

CEO COMPENSATION

Mr. Barnes' compensation for 1995 consisted of the same three components
described above for all Executive Officers: base salary, incentive compensation
and stock option awards (in addition to participation in the benefit programs).
Based upon the Committee's subjective determination of his performance, Mr.
Barnes received a base salary increase of 8.2% in 1995. He had not received an
increase in base salary during the previous 15 months. His 1995 base salary
range was determined by considering peer company and general industry
information. His actual base salary was established within the salary range by
reference to his performance and years of service. The Committee took into
account the fact that Mr. Barnes has been CEO of MAPCO since 1984 and, during
that time period, total shareholder return (stock price appreciation and
dividends) has averaged 19% per year.

Mr. Barnes' incentive award is determined in the same manner as described
above. Because actual Company performance failed to achieve targeted performance
levels, Mr. Barnes did not receive an incentive award for 1995.

Pursuant to the stock option program described above, Mr. Barnes was
granted 65,000 non-qualified stock options in 1995. In addition, he received
Special Options of 75,000, of which 25,000 have now expired.

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

18
<PAGE> 22

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, 1995, 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, 1991 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 Energy Corporate

[GRAPH]
<TABLE>
<CAPTION>
Measurement Period S&P Energy
(Fiscal Year Covered) MAPCO Inc. S&P 500 Composite
<S> <C> <C> <C>
1990 100 100 100
1991 148 130 108
1992 133 140 110
1993 153 154 127
1994 131 156 132
1995 142 213 172
</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 $ 17,708 $ 26,561 $ 35,415 $ 44,269 $ 53,123 $ 61,976
$ 250,000 46,958 70,436 93,915 117,394 140,873 164,351
$ 500,000 95,708 143,561 191,415 239,269 287,123 334,976
$1,000,000 193,208 289,811 386,415 483,019 579,623 676,226
$1,250,000 241,958 362,936 483,915 604,894 725,873 846,851
$1,500,000 290,708 436,061 581,415 726,769 872,123 1,017,476
$1,750,000 339,458 509,186 678,915 848,644 1,018,373 1,188,101
$2,000,000 388,208 582,311 776,415 970,519 1,164,623 1,358,726
</TABLE>

19
<PAGE> 23

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 non-qualified 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, 1995, Messrs. Barnes, Hart, Bowman, Craft, Sachse, Howe and
Dickerson were credited with 12.58, 16.17, 8.72, 15.33, 13.93, 11.08 and 8.65
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.

Upon Mr. Howe's retirement, effective as of September 1, 1995, Mr. Howe was
paid in full for benefits accumulated under the supplemental retirement
agreement.

EMPLOYMENT CONTINUATION AGREEMENTS

The Company has entered into Employment Continuation Agreements (the
"Agreements") with seven (7) of its Executive Officers (the "Officers"),
including Messrs. Barnes, Hart, Bowman, Craft and Sachse. Although Mr. Dickerson
also had such an Agreement with the Company, upon his election to take early
retirement, the Agreement was terminated. In addition, upon the retirement of
Mr. David S. Leslie, Senior Vice President -- Corporate Affairs and Assistant to
the Chief Executive Officer, in October of 1995, his Agreement expired as well.
Mr. Howe's Agreement terminated with his election to take early retirement but
the termination was not effective until December 31, 1995.

The Agreements with the Executive Officers replaced similar agreements
which expired on December 31, 1989. The Agreements were automatically extended
on January 1, 1994, 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. In September of 1994, the Board determined that
Agreements for 1995 and beyond would be limited to the Senior Management Team,
now called the Senior Leadership Team, (the Chairman, President and Senior Vice
Presidents of the Company). 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

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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 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.

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<PAGE> 25

(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.

(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 to 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, an Amendment to the Employment Continuation
Agreement of Mr. Barnes clarifies that in the event of termination following a
Change in Control (1) retirement benefits, including that payable under the
Supplemental Retirement Agreement ("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 Agreement of Mr. Barnes 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 LLP independent auditors to audit the
books, records and accounts of the Company and its

22
<PAGE> 26

subsidiaries for the fiscal year ending December 31, 1996. Accordingly, this
selection is being presented to the Stockholders for approval at this Annual
Meeting.

The firm of Deloitte & Touche LLP 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 LLP, the
selection of independent auditors will be reconsidered by the Board of
Directors.

Audit services performed by Deloitte & Touche LLP during 1995 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.

Representatives of Deloitte & Touche LLP 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 LLP TO AUDIT THE COMPANY'S BOOKS.

PROPOSALS OF STOCKHOLDERS

Proposals of Stockholders intended to be presented at the Company's 1997
Annual Meeting of Stockholders, which is anticipated to be held on May 28, 1997,
must be received at the principal executive offices of the Company, 1800 South
Baltimore Avenue, Tulsa, Oklahoma 74119, on or before December 31, 1996 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 10, 1996
Tulsa, Oklahoma

A COPY OF THE COMPANY'S 1995 FORM 10-K REPORT FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION IS AVAILABLE TO STOCKHOLDERS WITHOUT CHARGE UPON WRITTEN
REQUEST TO: VICE PRESIDENT, TREASURER AND INVESTOR RELATIONS, MAPCO INC., P. O.
BOX 645, TULSA, OKLAHOMA 74101-0645. STOCKHOLDERS ARE ALSO ENCOURAGED TO ACCESS
COMPANY INFORMATION THROUGH THE COMPANY'S HOME PAGE AT HTTP://WWW.MAPCOINC.COM
ON THE INTERNET.

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<PAGE> 27

MAPCO INC.

PROXY SOLICITED BY BOARD OF DIRECTORS FOR ANNUAL MEETING, MAY 29, 1996

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 March 22, 1996, at the Annual Meeting of
Stockholders to be held on May 29, 1996, 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 PROPOSALS 2 AND 3.

MAPCO INC.

PROXY SOLICITED BY BOARD OF DIRECTORS FOR ANNUAL MEETING, MAY 29, 1996

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

MAPCO INC.

PROXY SOLICITED BY BOARD OF DIRECTORS FOR ANNUAL MEETING, MAY 29, 1996

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

<TABLE>
<S> <C>
1. ELECTION OF DIRECTORS For Withheld 2. Approve the selection of Deloitte & For Against Abstain
Nominees: Touche LLP as Independent Auditors
Samuel F. Segnar Harry A. Fischer, Jr.
James E. Barnes Frank T. MacInnis
</TABLE>

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 ITEMS 1 AND 2.

Dated ________________________, 1996
Please Sign Here and Return Promptly

________________________________________

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.

MAPCO INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY.

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 ITEMS 1 AND 2.

Dated ________________________, 1996
Please Sign Here and Return Promptly

________________________________________

MAPCO INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY.

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 ITEMS 1 AND 2.

Dated ________________________, 1996
Please Sign Here and Return Promptly

________________________________________