MURPHY OIL CORP /DE, DEF 14A, 1994-04-06

MURPHY OIL CORP /DE
DEF 14A, 1994-04-06
PETROLEUM REFINING

Previous: DEFINED ASSET FUNDS MUNICIPAL INVT TR FD PENNSYLVANIA SER 24, 24F-2NT, 1994-04-06

Next: DEFINED ASSET FUNDS MUNICIPAL INVT TR FD NEW YORK SER 72, 24F-2NT, 1994-04-06

<PAGE>

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 (S)240.14a-11(c) or (S)240.14a-12

MURPHY OIL CORPORATION
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement)

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(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 transaction applies:

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

(4) Proposed maximum aggregate value of transaction:
- - - --------
*Set forth the amount on which the filing is calculated and state how it was
determined.

[_] 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:

Notes:

<PAGE>

[LOGO OF SPUR APPEARS HERE] [LOGO OF MURPHY OIL CORPORATION APPEARS HERE]

NOTICE OF ANNUAL MEETING

To the Stockholders of Murphy Oil Corporation:

The Annual Meeting of Stockholders of Murphy Oil Corporation will be held at
the South Arkansas Arts Center, 110 East 5th Street, El Dorado, Arkansas, on
Wednesday, May 11, 1994, at 10:00 a.m., local time, for the following purposes:

To elect directors to serve for the ensuing year.

To express approval or disapproval of the action of the Board of
Directors in appointing KPMG Peat Marwick as the Company's independent
auditors for 1994.

To transact such other business as may properly come before the meeting.

Only stockholders of record at the close of business on March 30, 1994, the
record date fixed by the Board of Directors of the Company, will be entitled to
notice of and to vote at the meeting or any adjournment thereof. A list of all
stockholders entitled to vote is on file at the offices of the Company, 200
Peach Street, El Dorado, Arkansas 71730.

Please sign, date and return the enclosed proxy card promptly.

W. Bayless Rowe
Secretary

El Dorado, Arkansas
April 7, 1994
<PAGE>

PROXY STATEMENT

SOLICITATION April 7, 1994

The solicitation of the enclosed proxy is made in behalf of the Board of
Directors of the Company for use at the Annual Meeting of Stockholders to be
held on May 11, 1994. It is expected that this Proxy Statement and related
materials will first be mailed to stockholders on or about April 7, 1994.

The address of the Company's Executive Offices is 200 Peach Street, P.O. Box
7000, El Dorado, Arkansas 71731-7000.

VOTE REQUIRED FOR APPROVAL

The affirmative vote of a majority of the shares present in person or
represented by proxy at the meeting is required for approval of matters
presented to the meeting. Your executed proxy will be voted at the meeting,
unless you revoke it at any time before the vote by filing with the Secretary
of the Company an instrument revoking it, duly executing a proxy card bearing a
later date, or appearing at the meeting and voting in person. Proxies returned
to the Company, votes cast other than in person, and written revocations will
be disqualified if received after commencement of the meeting.

Votes cast by proxy or in person at the meeting will be counted by the
persons appointed by the Company to act as election inspectors for the meeting.
The election inspectors will treat shares represented by properly signed and
returned proxies that reflect abstentions as shares that are present and
entitled to vote for purposes of determining the presence of a quorum and for
purposes of determining the outcome of any matter submitted to the stockholders
for a vote. Abstentions, however, do not constitute a vote "for" or "against"
any matter and thus will be disregarded in the calculation of "votes cast."

The election inspectors will treat shares referred to as "broker non-votes"
(i.e., shares held by brokers or nominees as to which instructions have not
been received from the beneficial owners or persons entitled to vote that the
broker or nominee does not have discretionary power to vote on a particular
matter) as shares that are present and entitled to vote for purposes of
determining the presence of a quorum. However, for purposes of determining the
outcome of any matter as to which the broker has physically indicated on the
proxy that it does not have discretionary authority to vote, those shares will
be treated as not present and not entitled to vote

1
<PAGE>

with respect to that matter (even though those shares are considered entitled
to vote for quorum purposes and may be entitled to vote on other matters).

Unless specification to the contrary is made, the shares represented by the
enclosed proxy will be voted FOR all the nominees for director; and FOR the
confirmation of the appointment of KPMG Peat Marwick as the Company's
independent auditors.

VOTING SECURITIES

On March 30, 1994, the record date for the meeting, the Company had
outstanding 44,782,794 shares of Common Stock, all of one class and each share
having one vote in respect of all matters to be voted on at the meeting. This
amount does not include 3,947,116 shares of treasury stock. Information as to
the amount of Common Stock owned by directors and officers and certain others
appears in the table under the heading "Certain Stock Ownership".

ELECTION OF DIRECTORS

The Bylaws of the Company provide for eleven directors to be elected on May
11, 1994. The Bylaws also provide that the directors elected at each Annual
Meeting of Stockholders shall serve until their successors are elected and
qualified.

To the extent authorized by the proxies, the shares represented by the
proxies will be voted in favor of the election as directors of the eleven
nominees whose names are set forth below. If for any reason any of these
nominees is not a candidate when the election occurs, the shares represented by
such proxies will be voted for the election of the other nominees named and may
be voted for any substituted nominees. However, management of the Company does
not expect this to occur. All of management's nominees were elected at the last
Annual Meeting of stockholders. The names of the nominees and certain
information as to them are as follows:

2
<PAGE>

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION OR
EMPLOYMENT (FOR MORE OTHER PUBLIC
THAN THE PAST FIVE YEARS DIRECTOR COMPANY
NAME AND AGE UNLESS OTHERWISE STATED) SINCE DIRECTORSHIPS
------------ -------------------------- -------- --------------------
<S> <C> <C> <C>
Claiborne P. Deming(S) Executive Vice President 1993 First United
El Dorado, Arkansas and Chief Operating Bancshares, Inc.
Age: 39 Officer of the Company El Dorado, Arkansas
since March 1, 1992,
President of Murphy Oil
USA, Inc. from July 1,
1989 to March 1, 1992,
Vice President of the
Company from February 1,
1988 to July 1, 1989.
H. Rodes Hart+*# Chairman and Chief 1975 None
Nashville, Tennessee Executive Officer,
Age: 62 Franklin Industries
Inc., engaged in the
manufacture of brick and
industrial minerals,
President and Chief
Executive Officer of
Franklin Industries Inc.
from 1967 to February 1,
1992.
Vester T. Hughes, Jr.+*# Partner, Hughes & Luce, 1973 None
Dallas, Texas Attorneys.
Age: 65
Jack W. McNutt(S) President and Chief 1981 First United
El Dorado, Arkansas Executive Officer of the Bancshares, Inc.
Age: 59 Company. El Dorado, Arkansas
C. H. Murphy, Jr.(S) Chairman of the Board of 1950 First Commercial
El Dorado, Arkansas the Company. Corporation
Age: 74 Little Rock, Arkan-
sas
Michael W. Murphy(S)+*# President, Marmik Oil 1977 First Commercial
El Dorado, Arkansas Company, engaged in Corporation
Age: 46 exploration for and Little Rock, Arkan-
production of oil and sas
gas. Chairman and Chief
Executive Officer of
Murphy-Graham Auto Group
and President, Murphy
Motor Co., engaged in
automobile dealerships.
R. Madison Murphy(S) Executive Vice President 1993 First United
El Dorado, Arkansas and Chief Financial and Bancshares, Inc.
Age: 36 Administrative Officer El Dorado, Arkansas
of the Company since
March 1, 1992, Chief
Administrative position
added February 3, 1993,
Vice President, Planning
of the Company from
February 1, 1988 to
March 1, 1992, also held
additional office of
Treasurer of the Company
from July 1, 1990 to
August 1, 1991.
William C. Nolan, Partner, Nolan and 1977 Arkansas Power &
Jr.(S)+*# Alderson, Attorneys. Light Company
El Dorado, Arkansas Little Rock,
Age: 54 Arkansas
First Commercial
Corporation
Little Rock,
Arkansas
</TABLE>

3
<PAGE>

Dr. John W. Deming, who has served as a director since 1950, is not standing
for reelection. The Board of Directors has stated its intention to request him
to serve as a director emeritus.

Claiborne P. Deming, C. H. Murphy, Jr., Michael W. Murphy, R. Madison Murphy,
William C. Nolan, Jr. and Caroline G. Theus are all related by blood or
marriage. Michael W. Murphy and R. Madison Murphy are the sons of C. H. Murphy,
Jr. Claiborne P. Deming and William C. Nolan, Jr. are nephews of C. H. Murphy,
Jr., and Caroline G. Theus is a niece of C. H. Murphy, Jr. These six nominees,
their spouses, and members of their immediate families directly or indirectly
own in the aggregate approximately 26% of the outstanding Common Stock of the
Company and may be considered the controlling persons of the Company. See also
"Certain Stock Ownerships".

COMMITTEES

The standing committees of the Board of Directors are the Executive
Committee, the Audit Committee, the Executive Compensation Committee and the
Nominating Committee. The Executive Committee is empowered to exercise certain
functions of the Board of Directors when the Board is not in session. The Audit
Committee's functions include supervision and review of the results and scope
of the work of the Company's independent auditors and the Company's internal
Audit Division. This committee meets with representatives of the independent
auditors and with members of the internal Audit Division for these purposes.
The Executive Compensation Committee administers the Company's Stock Incentive
Plan and reviews generally the compensation of all executive and

4
<PAGE>

key personnel of the Company and subsidiaries. This committee specifically
determines the compensation of the Chairman of the Board, the President, and
certain other officers.

The duties and authority of the Nominating Committee, as fixed by the Board
of Directors, are as follows:

"The Nominating Committee shall have the power to: propose and consider
suggestions as to candidates for membership on the Board; review and
propose to the Board criteria for Board membership and responsibilities;
periodically recommend to the Board candidates for vacancies on the Board
due to resignations or retirements or due to such standards for
composition of Board membership as may from time to time legally prevail;
review and recommend to the Board such modifications to the prevailing
Board of Directors retirement policy as may be deemed appropriate in light
of contemporary standards; and propose to the Board on or before the
February meeting of each year a slate of directors for submission to the
stockholders at the annual meeting."

Stockholders desiring to recommend for consideration by the Nominating
Committee candidates for membership on the Board of Directors should address
their recommendations to: Nominating Committee of the Board of Directors, c/o
Secretary, Murphy Oil Corporation, P.O. Box 7000, El Dorado, Arkansas 71731-
7000.

Meetings and Attendance

During 1993 there were eight meetings of the Board of Directors, twenty
meetings of the Executive Committee, two meetings of the Audit Committee, two
meetings of the Nominating Committee, and three meetings of the Executive
Compensation Committee. All nominees attended a minimum of 75% of the total
number of meetings of the Board of Directors and committees on which they
served.

Compensation of Directors

The Company has a standard arrangement for compensation of directors who are
not also employees of the Company. Under this arrangement non-employee
directors are compensated at the rate of $20,000 per annum plus $1,000 for each
meeting attended of the Board, the Audit Committee, the Executive Compensation

5
<PAGE>

Committee and the Nominating Committee. No compensation is paid for attendance
at meetings of the Executive Committee. The Company also reimburses directors
for travel, lodging and related expenses they incur in attending Board and
committee meetings.

CERTAIN STOCK OWNERSHIPS

The following table and related text sets forth information, by the
categories listed, concerning ownership of Common Stock of the Company at
February 1, 1994 with respect to each director or nominee, directors, nominees
and officers as a group, and each person known to the Company to own as much as
5% of the Company's Common Stock.

<TABLE>
<CAPTION>
TYPE OF OWNERSHIP
----------------------------------------------
VOTING AND
INVESTMENT
PERSONAL, POWER ONLY, SUBJECT TO
WITH FULL SPOUSE AND NOT OPTIONS PERCENT OF
VOTING AND PERSONAL, AS AND OTHER INCLUDED IN EXERCISABLE OUTSTANDING
INVESTING BENEFICIARY HOUSEHOLD OTHER WITHIN (IF GREATER
NAME POWER OF TRUST(S) MEMBERS(1) COLUMNS(2) 60 DAYS TOTAL THAN .09)
---- ---------- ------------ ---------- ----------- ----------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
B. R. R. Butler......... 2,000 -- -- -- -- 2,000 --
Claiborne P. Deming..... 106,044 382,384 80,209 464,980 18,000 1,033,617 2.3
H. Rodes Hart........... -- -- -- 329,702 -- 329,702 --
Vester T. Hughes, Jr.... 3,474 -- -- -- -- 3,474 --
Jack W. McNutt.......... 62,002 -- -- -- 25,000 87,002 --
C. H. Murphy, Jr........ 1,518,736 -- 3,036 2,697,312 -- 4,219,084 9.4
Michael W. Murphy....... 140,695 306,696 57,659 10,305 -- 515,355 1.2
R. Madison Murphy....... 112,861 510,862 81,536 8,685 14,000 758,080 1.7
William C. Nolan, Jr.... 164,103 130,798 300 484,196 -- 779,392 1.7
Caroline G. Theus....... 106,235 161,342 13,378 143,857 -- 424,902 .9
Lorne C. Webster........ 2,100 -- -- -- -- 2,100 --
All directors together
with four officers as a
group.................. 2,232,755 1,492,082 236,474 4,139,037 61,687 8,162,035 18.2
</TABLE>
- - - ----------
(1) Includes shares directly owned and shares owned as beneficiary of trusts.
(2) Includes shares held as trustee for others and shares owned by a
corporation or other organization of which the named person is an officer.

Under the securities laws of the United States, the Company's directors and
its executive officers are required to report their ownership of the Company's
common stock and any changes in that ownership to the Securities and Exchange
Commission and the New York Stock Exchange. Specific due dates for these
reports have been established and the Company is required to report in this
proxy

6
<PAGE>

statement any failure to file by these dates during 1993. All of the director
and officer filing requirements were satisfied during the relevant period. In
making this statement, the Company has relied on the written representations of
its incumbent directors and officers and copies of the reports that they have
filed with the Commission.

The only persons or entities known to the Company to be the owner of more
than 5% of the Company's outstanding stock, other than C. H. Murphy, Jr., 200
Jefferson Avenue, El Dorado, Arkansas, whose holdings are described above, are:
Capital Guardian Trust Company and Capital Research and Management Company, 333
South Hope Street, Los Angeles, California; First United Bancshares, Inc., Main
at Washington Streets, El Dorado, Arkansas; and FMR Corp., 82 Devonshire
Street, Boston, Massachusetts. Capital Guardian Trust Company and Capital
Research and Management Company, operating subsidiaries of The Capital Group,
Inc., exercised as of December 31, 1993, investment discretion with respect to
1,612,700 and 770,000 shares, respectively, or a combined total of 5.1% of
outstanding stock which was owned by various institutional investors. First
United Bancshares, Inc. has advised the Company that it exercises voting or
investment power over 2,537,004 shares of the Company's Common Stock,
representing 5.2% of the total outstanding. FMR Corp. has advised the Company
that it exercises voting and investment power over 6,684,180 shares of the
Company's Common Stock representing 14.92% of the total outstanding.

7
<PAGE>

EXECUTIVE COMPENSATION

There is shown below information concerning the annual and long-term
compensation for services in all capacities to the Company for the fiscal years
ended December 31, 1993, 1992 and 1991, of those persons who were, at December
31, 1993 (i) the chief executive officer and (ii) the other four most highly
compensated executive officers of the Company (includes employees of subsidiary
companies):

SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
-------------------------------
AWARDS PAYOUTS
----------------------- -------
OTHER ALL
ANNUAL RESTRICTED SECURITIES OTHER
COMPEN- STOCK UNDERLYING LTIP COMPEN-
NAME AND PRINCIPAL SALARY BONUS SATION AWARD(S) OPTIONS PAYOUTS SATION
POSITION YEAR ($)(1) ($)(2) ($) ($) (#) ($) ($)(4)
- - - ------------------------ ---- -------- -------- ------- ---------- ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Jack W. McNutt 1993 $507,500 $240,000 -- -- 10,000 -- $33,595
President and Chief 1992 477,500 180,000 -- $213,750(3) 10,000 -- 24,595
Executive Officer, 1991 446,667 200,000 -- -- 9,000 -- 23,125
Murphy Oil Corporation
Claiborne P. Deming 1993 292,500 110,000 -- -- 7,000 -- 19,721
Executive Vice President
and 1992 239,168 55,000 -- 124,688(3) 7,000 -- 12,684
Chief Operating Officer, 1991 157,508 50,000 -- -- 6,000 -- 8,671
Murphy Oil Corporation
R. Madison Murphy 1993 242,508 110,000 -- -- 6,000 -- 15,973
Executive Vice President
and 1992 192,508 55,000 -- 89,063(3) 5,000 -- 10,344
Chief Financial and 1991 128,341 50,000 -- -- 5,000 -- 6,420
Administrative Officer,
Murphy Oil Corporation
Enoch L. Dawkins 1993 233,250 60,000 -- -- 4,000 -- 15,512
President, Murphy 1992 224,588 45,000 -- 89,063(3) 5,000 -- 11,954
Exploration & Production 1991 204,654 50,000 -- -- 1,650 -- 11,094
Company (a 100%
subsidiary)
Gerald McAully 1993 177,540 60,000 -- -- 3,000 -- 2,188
President, Murphy 1992 204,837 20,500 -- 62,344(3) 3,000 -- --
Eastern Oil Company 1991 202,930 50,000 -- -- 6,000 -- --
(a 100% subsidiary)
</TABLE>
- - - ----------
(1) Includes amounts of cash compensation earned and received by executive
officers as well as amounts earned but deferred at the election of those
officers.
(2) Bonuses were awarded and paid in February or March of the following year.
(3) Represents the closing stock price ($35.625) of unrestricted stock on date
of grant (May 13, 1992) times the number of shares granted. Dividends at
the same rate paid to all shareholders are being paid on restricted stock.
Awards are subject to performance based conditions in addition to continued
employment

8
<PAGE>

with the Company. None of the restricted stock awards vest in under three
years from the date of grant. On December 31, 1993, Mr. McNutt held a total
of 6,000 restricted shares having a then current value of $240,000; Mr.
Deming held a total of 3,500 restricted shares having a then current value
of $140,000; Mr. Murphy held a total of 2,500 restricted shares having a
then current value of $100,000; Mr. Dawkins held a total of 2,500 restricted
shares having a then current value of $100,000; Mr. McAully held a total of
1,750 restricted shares having a then current value of $70,000.
(4) The total amounts shown in this column for 1993 consist of the following:
Mr. McNutt: $7,500--Dividends on restricted stock; $25,375--Company
contributions to defined contribution plan; $720--Benefit attributable to
Company owned life insurance policy. Mr. Deming: $4,375--Dividends on
restricted stock; $14,626--Company contributions to defined contribution
plan; $720--Benefit attributable to Company owned life insurance policy.
Mr. Murphy: $3,125--Dividends on restricted stock; $12,128--Company
contributions to defined contribution plan; $720--Benefit attributable to
Company owned life insurance policy. Mr. Dawkins: $3,125--Dividends on
restricted stock; $11,667--Company contributions to defined contribution
plan; $720--Benefit attributable to Company owned life insurance policy.
Mr. McAully: $2,188--Dividends on restricted stock.

OPTION EXERCISES AND FISCAL YEAR-END VALUES

Shown below is information with respect to stock options exercised in fiscal
1993 and the fiscal year-end value of unexercised options for each officer
listed in the compensation table (Named Executives).

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

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED IN-
UNDERLYING UNEXERCISED THE-MONEY OPTIONS AT FY-
SHARES OPTION AT FY-END (#) END ($)(3)
ACQUIRED ON VALUE ------------------------- -------------------------
NAME EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- - - ---- ------------ ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Jack W. McNutt.......... 5,590 $232,466(1) 15,500 24,500 $60,563 $87,062
Claiborne P. Deming..... -- -- 11,500 17,000 64,825 60,625
R. Madison Murphy....... -- -- 9,000 13,500 45,875 47,750
Enoch L. Dawkins........ -- -- 1,650 9,000 -- 35,063
Gerald McAully.......... 3,742 157,878(2) 8,000 9,000 27,625 29,625
</TABLE>

9
<PAGE>

- - - ----------
(1) Represents gross value of 16,000 stock options surrendered for net value in
shares (2,882 shares at $40.375 per share and 2,708 shares at $42.875 per
share).
(2) Represents gross value of 10,500 stock options surrendered for net value in
shares (509 shares at $33.875 per share and 3,233 shares at $43.50 per
share).
(3) Represents market value of underlying securities at year-end less the
exercise price.

OPTION GRANTS

Shown below is further information on grants of stock options pursuant to the
1992 Stock Incentive Plan during the fiscal year ended December 31, 1993, to
the officers of the Company listed in the compensation table.

OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- - - ----------------------------------------------------------------------------- ---
% OF TOTAL
NUMBER OF OPTIONS EXERCISE
SECURITIES GRANTED TO OR BASE GRANT DATE
UNDERLYING OPTION EMPLOYEES PRICE EXPIRATION PRESENT
NAME GRANTED (#)(1)(2) IN FISCAL YEAR ($/SH) DATE VALUE ($)(3)
- - - ---- ----------------- -------------- -------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Jack W. McNutt.......... 10,000 12.35% $36.3125 02/02/2003 $126,300
Claiborne P. Deming..... 7,000 8.64% 36.3125 02/02/2003 88,410
R. Madison Murphy....... 6,000 7.41% 36.3125 02/02/2003 75,780
Enoch L. Dawkins........ 4,000 4.94% 36.3125 02/02/2003 50,520
Gerald McAully.......... 3,000 3.70% 36.3125 02/02/2003 37,890
</TABLE>
- - - ----------
(1) No stock appreciation rights were granted in 1993.
(2) Options granted in 1993 vest 50% at the end of two years and 100% at the
end of three years from the date of grant and are exercisable for a period
of 10 years from the date of grant.
(3) Values were based on the Black-Scholes option pricing model adapted for use
in valuing executive stock options. The actual value, if any, an executive
may realize will depend on the excess of the stock price over the exercise
price on the date the option is exercised, so there is no assurance that
value realized by the executive will be at or near the value estimated by
the Black-Scholes model. The estimated values under that model are based on
arbitrary assumptions as to certain variables and in 1993 included the
following:
. Risk-free rate of return 6.5%
. Stock volatility 32.5%
. Future dividend yield 3.34%
Based on the Black-Scholes option pricing model, using the above
assumptions, the options granted in 1993 have been valued at $12.63 per
share as of the grant date.

10
<PAGE>

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of the Executive Compensation Committee of the Board of Directors
of the Company during 1993 were Messrs. Butler, Dr. Deming, Hart, Michael
Murphy, Nolan, Webster, and Ms. Theus.

In 1993 the Company purchased crude oil at competitive prices, and on terms
no more favorable to the sellers than those offered by unaffiliated third
parties, from properties in which interests were owned by directors and
affiliates of directors. These directors and their affiliates and the amounts
of such purchases were: Marmik Oil Company (89% owned by Michael W. Murphy)
$205,277 and Munoco Company (associate of William C. Nolan, Jr.) $195,056.

COMPENSATION COMMITTEE REPORT FOR 1993

The Company is required to provide specific information regarding
compensation and benefits provided to the Company's president and the four
other most highly compensated executive officers of the Company. The Executive
Compensation Committee of the Board of Directors of the Company, which is made
up entirely of independent, outside directors, has prepared this report which
describes the philosophy followed by the Company in establishing its pay
practices and reviews compensation decisions which were made during 1993.

EXECUTIVE COMPENSATION PHILOSOPHY AND PRINCIPLES

The Company's executive compensation programs and plans are based on
principles designed to align the interests of executives with those of
stockholders and provide a direct link with Company values, objectives,
business strategy and financial results. The following general guidelines have
been adopted by the Committee and have been used as the basic architecture for
all executive compensation and benefit arrangements for the Company:

. All programs are directed toward attracting and retaining key executives
who are critical to the long-term success of the Company and each of its
business units and who exhibit a high degree of business responsibility,
personal integrity and professionalism.

. These programs are designed to reward executives for both the short and
long-term achievement of Company and business unit objectives that lead
to the enhancement of stockholder value.

11
<PAGE>

. All pay and benefit programs are intended to be reasonably competitive
within each industry segment, with upside opportunity and downside risk
linked to the achievement of annual and long-term performance objectives
which are regularly reviewed and approved by the Committee.

At the present time, executive compensation programs consist of base salary,
an annual cash incentive plan and long-term incentives in the form of both
stock options and performance-based restricted stock. The executive benefits
that are offered are typical of those provided by others in the industry. Each
of these compensation arrangements is briefly reviewed in the following
section.

BASE SALARY PRACTICES

Officers and other employees are compensated within established salary ranges
that are generally based on similar positions in companies of comparable size
and complexity to the Company. The actual base pay level for each officer is
based on a combination of experience, performance and other factors that are
determined to be important by the Committee. Each year, the Company
participates in salary surveys within each industry segment and from time to
time uses the services of outside consultants to further supplement its
competitive information. The petroleum industry survey in which the Company
participates contains over 25 corporations that the Committee believes are
representative of the Company's labor market for management talent. The survey
is conducted by a major compensation consulting firm. Several of the companies
in the survey group are included in the S&P Oil Domestic Integrated line on our
performance graph. The Committee generally targets the base salary of most
officers to be at or near the average of the competitive market which has been
described to be other integrated energy companies. The actual salaries and the
amount of increase for 1993 to the Named Executives were equal to or near the
average levels of the salaries and increases in the referenced survey. The base
salary of most officers is generally reviewed annually, with the amount of any
increases based on factors such as Company performance, general economic
conditions, marketplace compensation trends and individual performance. In
determining base salary and increase in salaries, the most important criteria
in the Committee's analysis are marketplace comparisons and individual
performance. Overall corporate performance which may include those measures
used to determine annual incentive compensation awards were also considered by
the Committee in making salary adjustments in 1993.

12
<PAGE>

ANNUAL INCENTIVE COMPENSATION PROGRAM

Officers and other key management employees of the Company are eligible to
participate in an annual incentive compensation plan with awards based on
criteria that the Committee has determined are critical to the short term
success of the Company. These criteria include corporate and business unit
financial objectives as well as individual objectives. This newly structured
program, which has been fully implemented for 1993, establishes threshold,
target and maximum levels of awards that may be paid for the achievement of
specific predetermined performance objectives. Each participant in the annual
incentive compensation plan has a target incentive opportunity that would
provide an industry average incentive award if the Company and/or its business
units achieved the targeted level of performance. For corporate officers and
staff, 100% of the award is based on Company financial results. For other
participants, at least 50% of the award is based on Company financial results,
while the remaining 50% is based on business unit or individual results. Target
awards for officers and other participants range from 45% of base salary for
the President to 15% for certain other participants. The Committee has targeted
bonuses for each position to correspond with the median bonus of similar
positions in other domestic integrated oil companies as reported in the same
petroleum survey used for base salary comparisons. The Company uses a payout
matrix to determine actual awards, which in most instances are based on at
least two measurable financial or operational results. For 1993, these measures
included the following: return on assets, cash flow, reserve replacement ratio,
finding and development costs, earnings per barrel, and similar measures
related to specific business unit performance.

The Company exceeded its financial performance goals for 1993 and as such
made annual incentive awards which were above target levels for corporate
officers and staff participants. As stated above, 50% of incentive awards for
other participants were also based on the Company's financial performance. The
remaining 50% portion of such participant's incentive award was evaluated on a
case-by-case basis and was made according to business unit and individual
performance as determined by the Committee.

LONG-TERM INCENTIVE COMPENSATION

Under the 1992 Stock Incentive Plan (the 1992 Plan) as approved by the
Company's stockholders, long-term incentives may be provided through stock
options, stock appreciation rights and performance-based restricted stock, all
designed to increase the stock ownership of management and link these key
individuals directly to stockholders. All long-term incentive awards made

13
<PAGE>

during 1993 were granted under the 1992 Plan. Where appropriate, the Committee
uses the Black-Scholes option valuation model to determine the expected value
of stock options. Under the 1992 Plan, the Committee may award up to one-half
of one percent of the total issued and outstanding shares as of December 31 of
the immediately preceding year. The 1992 Plan provides that no more than 50% of
the shares may be granted as incentive stock options and no more than 50% can
be granted as restricted stock.

A stock option granted under the Plan gives the executive the right to
purchase a specified number of shares of the Company's common stock at an
option price equal to the market price on the date the option was granted.
Options, which may be either non-qualified stock options or incentive stock
options, vest 50% at the end of two years and 100% at the end of three years
from the date of grant and are exercisable for a period of 10 years from the
date of grant. The size of option grants awarded each year is based on
competitive practices in the industry using comparative data provided by a
compensation consulting firm. Actual grant levels of long-term incentive award
opportunities are based on average or slightly below average competitive
practices in the survey data base. The Company's stock option grants in 1993
were at median levels of general industry practices. In addition, the Committee
considers the total number of grants each executive has been awarded in recent
years in determining whether to grant additional stock options or performance-
based restricted stock. Stock options were granted in 1993 to all Named
Executives; however, no stock appreciation rights were granted in 1993.

Performance-based grants of restricted stock were first awarded in 1992 and
were awarded to 16 officers, including all of the Named Executives. These
grants provide for initial awards of shares of Company stock at no cost to the
participant, with actual vesting of shares possible at the end of five years,
based on the total stockholder return (TSR) for Murphy compared to a similar
measure for a group of integrated energy companies. When TSR for the five-year
performance cycle equals that of the peer companies, executives will vest in
the entire grant; for performance that falls short of this group, fewer shares
vest, subject to a minimum performance level where no shares will vest. During
the five year restricted period, executives are paid dividends in the same
amount and at the same time as are other stockholders; they may also vote the
shares during this period. Upon vesting, a payment is made to the participant
to defray any applicable income tax liability incurred. It is expected that new
performance cycles will begin every other year,

14
<PAGE>

with the Committee determining the size of potential awards and the appropriate
peer group and measure for the vesting of each award. No grants of performance-
based restricted stock were made in 1993.

The Committee is currently studying proposed Section 162(m) of the Internal
Revenue Code which limits the amount of compensation that can be deducted by
the Company each year per proxy-named executive. The transitional period for
compliance extends until 1997. Therefore, the Committee intends to review the
final regulations as they apply to the above stated plans to determine what
actions, if any, may be necessary for stockholder disclosure and approval.

DISCUSSION OF 1993 COMPENSATION FOR THE PRESIDENT AND CHIEF EXECUTIVE OFFICER

For 1993, the Committee made the following determinations regarding the
compensation for Mr. Jack McNutt:

. The base salary for Mr. McNutt was increased to $510,000 from $480,000 on
February 1, an increase of 6.25%. The amount of this increase was based
on the performance of the Company during the year and the Committee's
discretionary assessment of Mr. McNutt's performance. The salary
adjustment was also based on competitive assessment of survey data
provided by a major compensation consulting firm and was set within 5% to
10% of the range of the competitive data. Mr. McNutt's base salary for
the last fiscal year was slightly below the average of the compensation
paid by companies in the survey.

. Mr. McNutt was paid an incentive award under the Annual Incentive Plan of
$240,000. This award was directly determined by the financial performance
of the Company in the following two areas for 1993: return on average
assets and cash flow compared to forecast. For the performance measure of
the return on average assets, the Company achieved 4.9% which represents
103.2% of the preselected target. In addition, the Company attained cash
flow of $380,186,000 which was 104.1% of the preselected target of cash
flow for 1993. These two performance measures are calibrated on a
performance matrix which resulted in the Company achieving 106.7% of its
targeted performance.

. During the year, long-term incentive awards were made to Mr. McNutt in
the following amounts: 10,000 non-qualified stock options were granted on

15
<PAGE>

February 2 at an exercise price of $36.3125 per share. These options vest
50% two years from the date of grant and 100% three years from the date of
grant. A major compensation consulting firm assisted the Committee in
determining the size of option grants awarded to Mr. McNutt. The awards
were based upon comparative data and the Committee adhered to the
guidelines.

. No shares of performance-based restricted stock were awarded in 1993 to
Mr. McNutt or to any other officer of the Company.

The Executive Compensation Committee members are Messrs. Butler, Dr. Deming,
Hart, Hughes, Michael Murphy, Nolan, Webster, and Ms. Theus.

16
<PAGE>

SHAREHOLDER RETURN PERFORMANCE PRESENTATION

The following line graph presents a comparison of the cumulative five-year
shareholder returns (including the reinvestment of dividends) for the Company,
the Standard and Poor 500 Stock Index and the S&P Oil-Domestic-Integrated
Index.

[INSERT CHART HERE]

<TABLE>
<CAPTION>
===========================================================
1988 1989 1990 1991 1992 1993
- - - -----------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Murphy Oil Corporation 100 143 138 125 135 156
S&P 500 Index 100 132 127 166 179 197
S&P Oil--Domestic Integrated 100 144 137 128 131 138
===========================================================
</TABLE>

Data Source: S&P Compustat Services

17
<PAGE>

RETIREMENT PLANS

The following table shows the estimated annual pension benefit payable, at
age 65, under Murphy Oil Corporation's Retirement Plan at December 31, 1993 for
the salary and length of service indicated. The amounts shown are subject to
reduction for social security benefits.

PENSION PLAN TABLE

<TABLE>
<CAPTION>
YEARS OF SERVICE
------------------------------------------------------------------------------
REMUNERATION(/1/) 15 20 25 30 35 40
- - - ----------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$150,000................ $ 36,000 $ 48,000 $ 60,000 $ 72,000 $ 84,000 $ 96,000
200,000................ 48,000 64,000 80,000 96,000 112,000 128,000(/2/)
250,000................ 60,000 80,000 100,000 120,000(/2/) 140,000(/2/) 160,000(/2/)
300,000................ 72,000 96,000 120,000(/2/) 144,000(/2/) 168,000(/2/) 192,000(/2/)
350,000................ 84,000 112,000 140,000(/2/) 168,000(/2/) 196,000(/2/) 224,000(/2/)
400,000................ 96,000 128,000(/2/) 160,000(/2/) 192,000(/2/) 224,000(/2/) 256,000(/2/)
450,000................ 108,000 144,000(/2/) 180,000(/2/) 216,000(/2/) 252,000(/2/) 288,000(/2/)
500,000................ 120,000(/2/) 160,000(/2/) 200,000(/2/) 240,000(/2/) 280,000(/2/) 320,000(/2/)
600,000................ 144,000(/2/) 192,000(/2/) 240,000(/2/) 288,000(/2/) 336,000(/2/) 384,000(/2/)
700,000................ 168,000(/2/) 224,000(/2/) 280,000(/2/) 336,000(/2/) 392,000(/2/) 448,000(/2/)
</TABLE>
- - - ----------
(1) Effective November 1, 1989, no more than $200,000 (as adjusted by the
Internal Revenue Service) of cash compensation may be taken into account in
calculating contributions under the Retirement Plan. During 1993, the
amount was $235,840 ($150,000 in 1994).
(2) Exceeds presently allowable maximum legislative limits for annual pension
benefits under a defined benefit pension plan. In 1993, the maximum benefit
allowable was $115,641 ($118,800 effective January 1, 1994).

A portion of the benefits shown above would be paid under the Company's
Supplemental Benefit Plan to the extent such benefits exceed legislative
limitations.

The credited years of service for Messrs. McNutt, Deming and Madison Murphy
are thirty-six years; fifteen years, and fourteen years, respectively.

As of January 1, 1992 employees of Murphy Exploration & Production Company
participate in the Company's plans. Prior to that time such employees
participated in similar plans of Odeco. The following table indicates the
estimated annual benefit computed on a straight life annuity basis payable, at
age 65, under the Odeco plan for the salary and length of service indicated.

18
<PAGE>

PENSION PLAN TABLE

<TABLE>
<CAPTION>
YEARS OF SERVICE
-----------------------------------------------
REMUNERATION 15 20 25 30 35
- - - ------------ -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$200,000....................... $ 59,190 $ 78,920 $ 98,650 $118,380* $138,110*
250,000....................... 74,190 98,920 123,650* 148,380* 173,110*
300,000....................... 89,190 118,920* 148,650* 178,380* 208,110*
350,000....................... 104,190 138,920* 173,650* 208,380* 243,110*
</TABLE>
- - - ---------
* Exceeds presently allowable maximum legislative limits for annual pension
benefits under a defined benefit pension plan.

The above tables do not reflect any reductions in retirement benefits that
would result from the selection of one of either plan's various available
survivorship options nor the actuarial reductions required by the plans for
retirement earlier than age 62.

The credited years of service for Mr. Dawkins is twenty-seven years.

It is not feasible to calculate the specific amount attributable to the plan
in respect to each employee. The Company had no required contributions to the
Retirement Plans in 1993 and therefore no contributions were made.

Murphy Eastern Oil Company has a non-contributory Retirement Benefit Plan in
which officers participate on the same basis as other employees. Under the
plan, a retired employee will receive a monthly payment equal to 1/60 of his
monthly basic pay (bonuses and other form of additional compensation are
excluded) for each year of employment and based on the final 12 months of
salary. The amount will fluctuate depending on the number of years of
employment and is subject to social security limits.

The following table indicates the estimated annual benefit computed on a
straight line annuity basis paid at age 65 under the Murphy Eastern Oil
Company Plan for the salary and length of service indicated. The benefits are
computed on the basis of the British Pound Sterling.

PENSION PLAN TABLE

<TABLE>
<CAPTION>
YEARS OF SERVICE
--------------------------------------------------------------------------
REMUNERATION 15 20 25 30 35
------------ -------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
(Pounds)100,000 (Pounds)25,000 (Pounds)33,333 (Pounds)41,667 (Pounds)50,000 (Pounds)58,333
125,000 31,250 41,667 52,083 62,500 72,917
150,000 37,500 50,000 62,500 75,000 87,500
175,000 43,750 58,333 72,917 87,500 102,083
200,000 50,000 66,667 83,333 100,000 116,667
</TABLE>

19
<PAGE>

The above table does not reflect the actuarial reductions required by the
plan for retirement earlier than age 65. Provided that age plus years of
service totals at least 80 years, a male may retire as early as 62 without his
pension being reduced by 3% per annum for each year remaining to 65.

The credited years of service for Mr. McAully is twenty-seven years.

APPROVAL OF APPOINTMENT OF INDEPENDENT AUDITORS

The Board of Directors desires to obtain from the stockholders as indication
of their approval or disapproval of the Board's action in appointing KPMG Peat
Marwick, Certified Public Accountants, as independent auditors of the Company
for the year 1994. KPMG Peat Marwick has been serving the Company and its
subsidiaries as independent auditors for many years. The firm has advised the
Company that its members have no direct or indirect financial interest in the
Company or any of its subsidiaries. Members of the firm are expected to be
present at the Annual Meeting for the purpose of responding to inquiries by
stockholders and such representatives will have an opportunity to make a
statement if they desire to do so.

In the event a majority of the stockholders voting should indicate they
disapprove the appointment of KPMG Peat Marwick the adverse vote will be
considered as a directive to the Board of Directors to select other auditors
for the following year. Because of the difficulty and expense of making any
substitution of auditors during a year, it is contemplated that the appointment
for 1994 will be permitted to stand unless the Board finds other good reason
for making a change.

STOCKHOLDER PROPOSALS

Stockholder proposals for the 1995 Annual Meeting of stockholders must be
received by the Company at its executive offices on or before December 14, 1994
in order to be considered for inclusion in the proxy materials.

20
<PAGE>

OTHER INFORMATION

The management of the Company knows of no business other than that described
above that will be presented for consideration at the meeting. If any other
business properly comes before the meeting, it is the intention of the persons
named in the proxies to vote such proxies thereon in accordance with their
judgment.

The expense of this solicitation, including cost of preparing and mailing
this Proxy Statement, will be paid by the Company. Such expenses may also
include the charges and expenses of banks, brokerage houses and other
custodians, nominees or fiduciaries for forwarding proxies and proxy material
to beneficial owners of shares.

The above Notice and Proxy Statement are sent by order of the Board of
Directors.

W. BAYLESS ROWE
Secretary

El Dorado, Arkansas
April 7, 1994

PLEASE COMPLETE AND RETURN YOUR PROXY PROMPTLY IN THE
ENCLOSED ENVELOPE. NO POSTAGE REQUIRED IF IT IS MAILED
IN THE UNITED STATES OF AMERICA.

21
<PAGE>

[LOGO OF SPUR APPEARS HERE]

[LOGO OF MURPHY OIL CORPORATION APPEARS HERE]

[LOGO OF SPUR APPEARS HERE]

NOTICE OF
ANNUAL MEETING
AND
PROXY STATEMENT

ANNUAL MEETING
OF STOCKHOLDERS
EL DORADO, ARKANSAS

MAY 11, 1994
<PAGE>

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

PLEASE MARK VOTE IN OVAL USING DARK INK ONLY.
------------------------------------------------------------------------
------------------------------------------------------------------------

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED PROPOSALS.

1. ELECTION OF DIRECTORS--
B.R.R. Butler, C.P. Deming, H.R. Hart,V.T. Hughes, Jr.,
J.W. McNutt, C.H. Murphy, Jr., M.W. Murphy, R.M. Murphy,
W.C. Nolan, Jr., C.G. Theus, and L.C. Webster.

FOR WITHHOLD FOR ALL (EXCEPT NOMINEE(S) WRITTEN BELOW)
/ / / / / /
---------------------------------------------

2. Ratify the appointment of KPMG Peat Marwick as auditors.

FOR AGAINST ABSTAIN
/ / / / / /
---------------------------------------------

Dated__________, 1994

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

-----------------------------------------------
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. Please return promptly.

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

[LOGO OF MURPHY OIL CORPORATION APPEARS HERE] MURPHY OIL CORPORATION

PROXY SOLICITED BY BOARD OF DIRECTORS FOR ANNUAL MEETING, MAY 11, 1994

The stockholder(s) whose name(s) appears on the reverse side hereby appoints
C.H. Murphy, Jr. and Jack W. McNutt, or each of them, as the stockholder's
proxy or proxies, with full power of substitution, to vote all shares of Common
Stock of Murphy Oil Corporation which the stockholder is entitled to vote at
the Annual Meeting of Stockholders to be held at the South Arkansas Arts
Center, 110 East 5th Street, El Dorado, Arkansas, on May 11, 1994, at
10:00A.M., local time, and any adjournments thereof, as fully as the
stockholder could if personally present.

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 NONE ARE INDICATED, THIS PROXY WILL BE VOTED FOR ALL
---
NOMINEES LISTED ON THE REVERSE SIDE, AND FOR PROPOSAL 2.
---
(continued on reverse side)