SEC Filing - Murphy Oil Corporation

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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

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

MURPHY OIL CORPORATION
- --------------------------------------------------------------------------------
(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), 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:

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(2) Aggregate number of securities to which transaction applies:

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(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):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[_] 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:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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Notes:

[SPUR LOGO APPEARS HERE] [MURPHY OIL CORPORATION LOGO 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 10, 1995, 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 LLP as the Company's independent
auditors for 1995.

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

Only stockholders of record at the close of business on March 13, 1995, 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.

R. Madison Murphy Claiborne P. Deming
Chairman of the President and Chief
Board Executive Officer

El Dorado, Arkansas
April 5, 1995

PROXY STATEMENT

SOLICITATION April 5, 1995

The solicitation of the enclosed proxy is made on behalf of the Board of
Directors of the Company for use at the Annual Meeting of Stockholders to be
held on May 10, 1995. It is expected that this Proxy Statement and related
materials will first be mailed to stockholders on or about April 5, 1995.

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

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 LLP as the Company's
independent auditors.

VOTING SECURITIES

On March 13, 1995, the record date for the meeting, the Company had
outstanding 44,808,672 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 3,942,868 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 ten directors to be elected on May 10,
1995. 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 ten 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:

PRINCIPAL OCCUPATION OR
EMPLOYMENT (FOR MORE OTHER PUBLIC
THAN THE PAST FIVE YEARS DIRECTOR COMPANY
NAME AND AGE UNLESS OTHERWISE STATED) SINCE DIRECTORSHIPS
------------ -------------------------- -------- --------------------

B.R.R. Butler*# Managing Director, 1991 KS Biomedix PLC
London, England Retired, of The British Guildford, England
Age: 65 Petroleum Company PLC, a
major international oil
company from 1986 to
March 1, 1991.

Claiborne P. Deming(S) President and Chief 1993 First United
El Dorado, Arkansas Executive Officer of the Bancshares, Inc.
Age: 40 Company since October 1, El Dorado, Arkansas
1994, Executive Vice
President and Chief
Operating Officer of the
Company from March 1,
1992 to October 1, 1994,
President of Murphy Oil
USA, Inc. from July 1,
1989 to March 1, 1992.
H. Rodes Hart(S) *# Chairman and Chief 1975 None
Nashville, Tennessee Executive Officer,
Age: 63 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: 66
C. H. Murphy, Jr.(S)* Chairman of the Board of 1950 First Commercial
El Dorado, Arkansas the Company from June 1, Corporation
Age: 75 1972 to October 1, 1994. Little Rock,
Arkansas
Michael W. Murphy(S)+* President, Marmik Oil Com- 1977 First Commercial
El Dorado, Arkansas pany, engaged in explo- Corporation
Age: 47 ration for and produc- Little Rock,
tion of oil and gas. Arkansas
Chairman and Chief Exec-
utive Officer of Murphy-
Graham, Inc. and Presi-
dent, Murphy Motor Co.,
engaged in automobile
dealerships.
R. Madison Murphy(S) Chairman of the Board of 1993 First United
El Dorado, Arkansas the Company since Octo- Bancshares, Inc.
Age: 37 ber 1, 1994, Executive El Dorado, Arkansas
Vice President and Chief
Financial and Adminis-
trative Officer of the
Company from March 1,
1992 to October 1, 1994,
Chief Administrative po-
sition 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 Au-
gust 1, 1991.
William C. Nolan, Partner, Nolan and 1977 First Commercial
Jr.(S)+*# Alderson, Attorneys. Corporation
El Dorado, Arkansas Little Rock,
Age: 55 Arkansas
Caroline G. Theus*# President, Inglewood Land 1985 None
Alexandria, Louisiana and Development Company,
Age: 51 a farming and land
holding corporation.

Lorne C. Webster+* Chairman & Chief Executive 1989 Bankmont Financial
Montreal, Quebec, Officer of Prenor Group Corp.
Canada Ltd., a financial Chicago, Illinois
Age: 66 services corporation. H. B. Fuller Company
St. Paul, Minnesota

- ----------
(S)Executive Committee
+ Audit Committee
* Executive Compensation and Nominating Committee
# Public Policy and Environmental Committee

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. 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 25% 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 and Nominating
Committee, and the Public Policy and Environmental 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 and
Nominating Committee administers the Company's Stock Incentive Plan and reviews
generally the compensation of all executive and 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.

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

"The Executive Compensation and 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 Executive
Compensation and Nominating Committee candidates for membership on the Board
of Directors should address their recommendations to: Executive Compensation
and Nominating Committee of the Board of Directors, c/o Secretary, Murphy Oil
Corporation, P.O. Box 7000, El Dorado, Arkansas 71731-7000.

In May 1994, the Board established the Public Policy and Environmental
Committee. This committee is to review and provide oversight of the Company's
environmental, health and safety compliance policies, programs and practices.

Meetings and Attendance

During 1994 there were seven meetings of the Board of Directors, sixteen
meetings of the Executive Committee, two meetings of the Audit Committee, and
four meetings of the Executive Compensation and Nominating Committee. All
nominees except Michael W. Murphy 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 and Nominating Committee, and the Public Policy and Environmental
Committee. The Chairman of the Board is paid $70,000 per annum. 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.

The Company adopted a retirement plan for outside directors (the "Director
Retirement Plan") effective May 1, 1994. The Director Retirement Plan provides
a retirement benefit to any nonemployee director who has served as a director
with at least five (5) years of service if retirement occurs at or after the
age of 72, or with at least ten (10) years of service if retirement occurs
prior to the age of 72. The Director Retirement Plan will pay an annual
benefit equal to the annual retainer in effect at the time of the director's
retirement. Benefits will be paid for a period equal to years of service.
Payment of retirement benefits will be in the form of quarterly payments which
will commence on the first day of the calendar quarter following the later of
the director's attainment of age 65 or actual retirement from the Board. If a
director dies prior to retirement from the Board, no benefits will be paid
under this plan. In the event a director dies after retirement from the Board,
benefits will be paid to the surviving spouse, but in no event will the total
of such benefits exceed ten (10) years. If there is no surviving spouse, no
benefits will be paid to any other party, beneficiary or estate.

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, 1995 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.

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)
---- ---------- ------------ ---------- ----------- ----------- --------- -----------

B. R. R. Butler......... 2,000 -- -- -- -- 2,000 --
Claiborne P. Deming..... 107,989 382,384 84,434 464,980 25,000 1,064,787 2.4
H. Rodes Hart........... -- -- -- 285,393 -- 285,393 --
Vester T. Hughes, Jr.... 3,474 -- -- -- -- 3,474 --
C. H. Murphy, Jr........ 1,188,361 -- 3,036 2,697,312 -- 3,888,709 8.7
Michael W. Murphy....... 137,195 406,696 58,259 10,305 -- 612,455 1.4
R. Madison Murphy....... 112,111 610,862 81,536 406,877 2,500 1,213,886 2.7
William C. Nolan, Jr.... 163,003 130,798 500 484,196 -- 778,497 1.7
Caroline G. Theus....... 106,725 161,342 13,378 144,329 -- 426,246 1.0
Lorne C. Webster........ 2,100 -- -- -- -- 2,100 --
All directors together
with six officers as a
group.................. 1,856,062 1,692,082 241,859 4,493,392 61,287 8,344,682 19.3

- ----------
(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 statement any failure to file by these dates during 1994. 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:
First United Bancshares, Inc., Main at Washington Streets, El Dorado, Arkansas;
and FMR Corp., 82 Devonshire Street, Boston, Massachusetts. First United
Bancshares, Inc. has advised the Company that it exercises voting or investment
power over 2,545,778 shares of the Company's Common Stock, representing 5.7% of
the total outstanding. FMR Corp. has advised the Company that it exercises
voting and investment power over 6,175,200 shares of the Company's Common Stock
representing 13.77% of the total outstanding.

EXECUTIVE COMPENSATION

The following table sets forth information with respect to all individuals
who served as the Company's chief executive officer during 1994; the four other
most highly compensated executive officers of the Company at the end of 1994;
and an additional individual who would have been included in the list of the
four other most highly compensated executive officers had he been serving as an
executive officer at the end of 1994:

SUMMARY COMPENSATION TABLE

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)
- ------------------------ ---- -------- -------- ------- ---------- ---------- ------- -------

Claiborne P. Deming 1994 $330,840 $ 74,873 -- $141,750 6,500 -- $25,132
President and Chief 1993 292,500 110,000 -- -- 7,000 -- 19,721
Executive Officer, 1992 239,168 55,000 -- 124,688 7,000 -- 12,684
Murphy Oil Corporation
Enoch L. Dawkins 1994 241,668 45,000 -- 91,125 4,000 -- 18,152
President, Murphy 1993 233,250 60,000 -- -- 4,000 -- 15,512
Exploration & Production 1992 224,588 45,000 -- 89,063 5,000 -- 11,954
Company (a 100%
subsidiary)
Herbert A. Fox, Jr. 1994 216,670 65,000 -- 70,875 2,750 -- 15,438
Vice President, 1993 197,505 35,000 -- -- 3,000 -- 12,781
Murphy Oil Corporation 1992 183,340 20,000 -- 62,344 3,000 -- 9,890
Steven A. Cosse 1994 185,335 33,500 -- 50,625 2,250 -- 12,738
Senior Vice President 1993 166,670 42,500 -- 2,500 -- 10,613
and General Counsel, 1992 144,169 24,000 -- 44,531 2,000 -- 7,926
Murphy Oil Corporation
Clefton D. Vaughan 1994 190,172 21,000 -- 50,625 2,000 -- 13,611
Vice President, 1993 183,828 30,000 -- 2,000 -- 12,097
Murphy Oil Corporation 1992 177,792 30,000 -- 62,344 3,000 -- 9,612
Jack W. McNutt 1994 399,172 106,941 -- -- -- -- 28,282
President and Chief 1993 507,500 240,000 -- -- 10,000 -- 33,595
Executive Officer, 1992 477,500 180,000 -- 213,750 10,000 -- 24,595
Murphy Oil Corporation
until
October 1, 1994
R. Madison Murphy 1994 193,337 40,276 -- 101,250 5,500 -- 15,821
Chairman of the Board of
the 1993 242,508 110,000 -- -- 6,000 -- 15,973
Company; Executive Vice 1992 192,508 55,000 -- 89,063 5,000 -- 10,344
President and Chief
Financial and
Administrative Officer,
Murphy Oil Corporation
until October 1, 1994

- ----------
(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 of unrestricted stock on date of grant
($40.50 May 2, 1994 and $35.625 on May 13, 1992) times the number of
restricted shares granted. Dividends are being paid on restricted stock at
the same rate paid to all shareholders. Awards are subject to performance
based conditions and are forfeited if grantee terminates for any reason
other than retirement, death or full disability. None of the restricted
stock awards vest in under three years from the date of grant. On December
31, 1994, Mr. Deming held a total of 7,000 restricted shares having a then
current value of $297,500; Mr. Dawkins held a total of 4,750 restricted
shares having a then current value of $201,875; Mr. Fox held a total of
3,500 restricted shares having a then current value of $148,750; Mr. Cosse
held a total of 2,500 restricted shares having a then current value of
$106,250; Mr. Vaughan held a total of 3,000 restricted shares having a then
current value of $127,500; Mr. McNutt held a total of 6,000 restricted
shares having a then current value of $255,000; Mr. Murphy held a total of
5,000 restricted shares having a then current value of $212,500.
(4) The total amounts shown in this column for 1994 consist of the following:
Mr. Deming: $7,963--Dividends on restricted stock; $16,545--Company
contributions to defined contribution plan; $624--Benefit attributable to
Company-owned term life insurance policy. Mr. Dawkins: $5,444--Dividends on
restricted stock; $12,087--Company contributions to defined contribution
plan; $624--Benefit attributable to Company-owned term life insurance
policy. Mr. Fox: $3,981--Dividends on restricted stock; $10,833--Company
contributions to defined contribution plan; $624--Benefit attributable to
Company-owned term life insurance policy. Mr. Cosse: $2,844--Dividends on
restricted stock; $9,270--Company contributions to defined contribution
plan; $624--Benefit attributable to Company-owned term life insurance
policy. Mr. Vaughan: $3,494--Dividends on restricted stock; $9,493--Company
contributions to defined contribution plan; $624--Benefit attributable to
Company-owned term life insurance policy. Mr. McNutt: $7,800--Dividends on
restricted stock; $19,957--Company contributions to defined contribution
plan; $525--Benefit attributable to Company-owned term life insurance
policy. Mr. Murphy: $5,688--Dividends on restricted stock; $9,665--Company
contributions to defined contribution plan; $468--Benefit attributable to
Company-owned term life insurance policy.

OPTION EXERCISES AND FISCAL YEAR-END VALUES

Shown below is information with respect to stock options exercised in fiscal
1994 and the fiscal year-end value of unexercised options for each officer and
former officers listed in the compensation table (Named Executives).

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

NUMBER OF SECURITIES VALUE OF UNEXERCISED IN-
UNDERLYING UNEXERCISED THE-MONEY OPTIONS AT FY-
SHARES OPTION AT FY-END (#) END ($)(6)
ACQUIRED ON VALUE ------------------------- -------------------------
NAME EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ------------ ------------ ----------- ------------- ----------- -------------

Claiborne P. Deming..... -- -- 18,000 17,000 $127,469 $82,938
Enoch L. Dawkins........ 500 $ 22,469(1) -- 10,500 -- 51,406
Herbert A. Fox, Jr...... 1,847 88,771(2) 7,000 7,250 30,594 35,453
Steven A. Cosse......... 218 10,532(3) 1,000 5,750 6,563 27,797
Clefton D. Vaughan...... 877 42,370(4) 11,500 5,500 64,219 27,344
Jack W. McNutt.......... 3,272 143,223(5) 20,000 -- 127,500 --
R. Madison Murphy....... -- -- 14,000 -- 93,844 --

- ----------
(1) Represents gross value of 2,500 stock options surrendered for net value in
shares (500 shares at $44.9375 per share).
(2) Represents gross value of 4,500 stock options surrendered for net value in
shares (1,847 shares at $48.0625 per share).
(3) Represents gross value of 687 stock options surrendered for net value in
shares (218 shares at $48.3125 per share).
(4) Represents gross value of 2,000 stock options surrended for net value in
shares (877 shares at $48.3125 per share).
(5) Represents gross value of 20,000 stock options surrendered for net value in
shares (2,532 shares at $42.50 per share and 740 shares at $48.125 per
share).
(6) 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, 1994, to
the officers and former officers of the Company listed in the compensation
table.

OPTION GRANTS IN LAST FISCAL YEAR

INDIVIDUAL GRANTS
- -----------------------------------------------------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS EXERCISE
UNDERLYING GRANTED TO OR BASE GRANT DATE
OPTIONS EMPLOYEES PRICE EXPIRATION PRESENT
NAME GRANTED (#)(1)(2) IN FISCAL YEAR ($/SH) DATE VALUE ($)(3)
- ---- ----------------- -------------- -------- ---------- ------------

Claiborne P. Deming..... 6,500 9.35% $39.9375 03/02/2004 $79,105
Enoch L. Dawkins........ 4,000 5.76% 39.9375 03/02/2004 48,680
Herbert A. Fox, Jr...... 2,750 3.96% 39.9375 03/02/2004 33,468
Steven A. Cosse......... 2,250 3.24% 39.9375 03/02/2004 27,383
Clefton D. Vaughan...... 2,000 2.88% 39.9375 03/02/2004 24,340
Jack W. McNutt.......... -- -- -- -- --
R. Madison Murphy (4)... 5,500 7.91% 39.9375 03/02/2004 66,935

- ----------
(1) No stock appreciation rights were granted in 1994.
(2) Options granted in 1994 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 1994 included the
following:
. Risk-free rate of return 7.5%
. Stock volatility 19.43%
. Future dividend yield 3.10%
Based on the Black-Scholes option pricing model, using the above
assumptions, the options granted in 1994 have been valued at $12.17 per
share as of the grant date.
(4) Subsequent to the award of options in February, 1994, Mr. Murphy was
elected nonemployee Chairman of the Board of the Company and as a result,
these options were forfeited.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of the Executive Compensation and Nominating Committee of the
Board of Directors of the Company during 1994 were Messrs. Butler, Hart, C. H.
Murphy, Jr., Michael Murphy, Nolan, Webster, and Ms. Theus.

In 1994 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)
$252,193 and Munoco Company (associate of William C. Nolan, Jr.) $112,639.

COMPENSATION COMMITTEE REPORT FOR 1994

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 and Nominating 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
1994.

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.

. 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 1994 to the Named Executives with the
exception of the new Chief Executive Officer of the Company, Claiborne P.
Deming, were 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
1994.

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. The program 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 1994, 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 met its return on average assets target but did not meet
targeted cash flow for 1994 and as such made annual incentive awards which
were below 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

during 1994 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 performance-based 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 general industry using comparative data provided by a
major compensation consulting firm. Actual grant levels of long-term incentive
award opportunities are generally based on the 25th percentile or slightly
below average competitive practices in the survey data base. The Company's
stock option grants in 1994 were at the 25th percentile or slightly below
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 1994 to all Named
Executives except for Mr. McNutt who retired as President of the Company on
October 1, 1994; however, no stock appreciation rights were granted in 1994.

Grants of performance-based restricted stock were awarded to 12 officers in
1994, including all of the Named Executives except for Mr. McNutt, the retiring
President. 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, with the Committee determining the size of potential awards and
the appropriate peer group and measure for the vesting of each award.

The Company 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 to $1,000,000.00 per proxy-named executive. The
transitional period for compliance extends until 1997. Therefore, the Company
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.

The total value of grants of both stock options and performance-based
restricted stock are based upon competitive industry practices as cited in the
long-term incentive compensation survey of the compensation consulting firm
referenced above. The size of the combined grants of stock options and
performance-based restricted stock made in 1994 were at the 25th percentile or
slightly below the median grant levels of total long-term incentives included
in the competitive survey data base.

DISCUSSION OF 1994 COMPENSATION FOR THE PRESIDENT AND CHIEF EXECUTIVE OFFICER

On October 1, 1994 Mr. Jack McNutt retired from the Company as its President
and Chief Executive Officer. The Board of Directors elected Mr. Claiborne P.
Deming, an Executive Vice President and Chief Operating Officer of the
Company, to succeed Mr. McNutt as President and Chief Executive Officer. Mr.
Deming assumed the role of President and Chief Executive Officer on October 1,
1994. For 1994, the Committee made the following determinations regarding the
compensation for Messrs. McNutt and Deming:

. The base salary for Mr. McNutt was increased from $510,000 to $535,000
on February 1, 1994, an increase of 4.9%. The amount of this increase
was based on the performance of the Company 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 salary survey.

. Mr. McNutt was paid an incentive award under the Annual Incentive Plan
of $106,941. This award was directly determined by the financial
performance of the Company in the following two areas for 1994: return
on average assets and cash flow compared to forecast. For the
performance measure of the return on

average assets, the Company achieved 4.76% which represents 100.2% of the
preselected target. In addition, the Company attained cash flow of
$390,700,000 which was 87.8% of the preselected target of cash flow for
1994. These two performance measures are calibrated on a performance
matrix which resulted in the Company achieving 59.52% of its targeted
performance.

. No stock options or performance-based restricted stock were awarded to
Mr. McNutt in 1994 due to his pending retirement in October.

. The Committee, upon the Board's election of Mr. Deming to the position of
President and Chief Executive Officer, increased the base salary of Mr.
Deming from $310,000 to $400,000, effective as of October 1, 1994. This
increase was based upon an assessment of the competitive base salary
levels of other chief executive officers of other domestic integrated
energy companies as reported to the Committee in a survey by a
compensation consulting firm, and the Committee decided to bring Mr.
Deming's base salary to a level approximately equal to 75% of the average
base salary of the chief executive officers in the survey group. No other
special compensation actions were taken in 1994 with respect to Mr.
Deming's election as President and Chief Executive Officer.

. Mr. Deming was paid an incentive award under the Annual Incentive Plan of
$74,873. The determination of this award was based on the two performance
measures as described above.

. During the year, long-term incentive awards were made to Mr. Deming based
on his 1993 performance as Executive Vice President and Chief Operating
Officer of the Company in the following amounts: 6,500 non-qualified
stock options were granted on March 2 at an exercise price of $39.9375
per share. These options vest 50% two years from the date of grant and
100% three years from the date of grant. The awards were based upon
comparative data and the Committee adhered to the guidelines. In
addition, he was awarded 3,500 shares of performance-based restricted
stock. These shares may vest at the end of the five-year performance
period based on the Company's achievement of total shareholder returns
equal to those achieved by a group of peer companies. A major
compensation consulting firm assisted the Committee in determining the
size of stock option grants and performance-based restricted stock
awarded to Mr. Deming.

The Executive Compensation and Nominating Committee members are Messrs.
Butler, Hart, C. H. Murphy, Jr., Michael Murphy, Nolan, Webster, and Ms.
Theus.

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.

MURPHY OIL CORPORATION
COMPARISON OF FIVE-YEAR CUMULATIVE SHAREHOLDER
RETURNS

[GRAPH APPEARS HERE]

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

1989 1990 1991 1992 1993 1994
- -----------------------------------------------------------

Murphy Oil Corporation 100 96 87 94 109 119
S&P 500 Index 100 97 126 136 150 152
S&P Oil--Domestic Integrated 100 95 89 91 96 100

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

Data Source: S&P Compustat Services

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, 1994 for
the salary and length of service indicated. The amounts shown are subject to
reduction for social security benefits.

PENSION PLAN TABLE

YEARS OF SERVICE
------------------------------------------------------------------------------
REMUNERATION/(1)/ 15 20 25 30 35 40
- ----------------- -------- -------- -------- -------- -------- --------

$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)/

- ----------
(1) During 1994, the maximum compensation limit for qualified plans, as
established by the Internal Revenue Service, was $150,000. The compensation
limit is unchanged in 1995.
(2) Exceeds presently allowable maximum legislative limits for annual pension
benefits under a defined benefit pension plan. In 1994, the maximum benefit
allowable was $118,800 ($120,000 effective January 1, 1995).

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. Deming, Fox, Cosse and Vaughan are
sixteen years, twenty-five years, fifteen years, and thirty-one years,
respectively. As of October 1, 1994, Mr. McNutt and Madison Murphy had credited
years of service of thirty-seven years and fifteen years, respectively.

As of January 1, 1992 employees of Murphy Exploration & Production Company,
formerly named Ocean Drilling & Exploration Company (ODECO), participate in the
Company's plans. Prior to that time such employees participated

in similar plans of ODECO. Employees of the Company or one of its 100% owned
subsidiaries who were previously included in the ODECO Retirement Plan may
receive a benefit upon retirement which is based on a combination of the
Company and ODECO plans. 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.

PENSION PLAN TABLE

YEARS OF SERVICE
-----------------------------------------------
REMUNERATION 15 20 25 30 35
- ------------ -------- -------- -------- -------- --------

$200,000....................... $ 59,352 $ 78,082 $ 98,812 $118,542 $138,272*
250,000....................... 74,352 98,082 123,812* 148,542* 173,272*
300,000....................... 89,352 118,082* 148,812* 178,542* 208,272*
350,000....................... 104,352 138,082* 173,812* 208,542* 243,272*

- ---------
* 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-nine 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 Plan in 1994 and therefore no contributions were made.

APPROVAL OF APPOINTMENT OF INDEPENDENT AUDITORS

The Board of Directors desires to obtain from the stockholders an indication
of their approval or disapproval of the Board's action in appointing KPMG Peat
Marwick LLP, Certified Public Accountants, as independent auditors of the
Company for the year 1995. KPMG Peat Marwick LLP 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 LLP 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 1995 will be permitted to stand unless the Board finds other good reason
for making a change.

STOCKHOLDER PROPOSALS

Stockholder proposals for the 1996 Annual Meeting of stockholders must be
received by the Company at its executive offices on or before December 15, 1995
in order to be considered for inclusion in the proxy materials.

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 5, 1995

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

[SPUR LOGO APPEARS HERE]

[LOGO OF MURPHY OIL CORPORATION APPEARS HERE]

[SPUR LOGO APPEARS HERE]

NOTICE OF
ANNUAL MEETING
AND
PROXY STATEMENT

ANNUAL MEETING
OF STOCKHOLDERS
EL DORADO, ARKANSAS

MAY 10, 1995

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

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.,
C.H. Murphy, Jr., M.W. Murphy, R.M. Murphy,
W.C. Nolan, Jr., C.G. Theus, and L.C. Webster.

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

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

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

FOR AGAINST ABSTAIN
/ / / / / /

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

Dated__________, 1995

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

-----------------------------------------------
Please sign exactly as your name or names appear
hereon. 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.

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

[LOGO OF MURPHY OIL CORPORATION APPEARS HERE]

PROXY SOLICITED BY BOARD OF DIRECTORS FOR ANNUAL MEETING, MAY 10, 1995

The stockholder(s) whose name(s) appears on the reverse side hereby appoints R.
Madison Murphy and Claiborne P. Deming, 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 10, 1995, at 10:00
a.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)