Stock Incentive Plan – Murphy Oil Corp.

MURPHY OIL CORPORATION

1992 STOCK INCENTIVE PLAN

(As Amended May 14, 1997, December 1, 1999, May 14, 2003 and
December 7, 2005)

SECTION 1. PURPOSE

The purpose of the Murphy Oil Corporation 1992 Stock Incentive Plan is to
foster and promote the long-term financial success of the Company and materially
increase shareholder value by (a) motivating superior performance by means of
performance-related incentives, (b) encouraging and providing for the
acquisition of an ownership interest in the Company by Employees, and (c)
enabling the Company to attract and retain the services of an outstanding
management team upon whose judgment, interest, and special effort the successful
conduct of its operations is largely dependent.

SECTION 2. DEFINITIONS

Unless the context otherwise indicates, the following definitions shall be
applicable for the purpose of the 1992 Stock Incentive Plan:

“Agreement” shall mean a written agreement setting forth the terms of an
Award.

“Award” shall mean any Option (which may be designated as a Nonqualified or
Incentive Stock Option), a Stock Appreciation Right, or a Restricted Stock
Award, in each case granted under this Plan.

“Beneficiary” shall mean the person, persons, trust, or trusts designated by
an Employee or if no designation has been made, the person, persons, trust or
trusts entitled by will or the laws of descent and distribution to receive the
benefits specified under this Plan in the event of an Employee153s death.

“Board” shall mean the Board of Directors of the Company.

“Code” means the Internal Revenue Code of 1986, as amended.

“Committee” shall mean the Executive Compensation Committee of the Board, as
from time to time constituted, or any successor committee of the Board with
similar functions. The Committee shall be constituted to comply with the
requirements of Rule 16b-3 promulgated by the Securities and Exchange Commission
under the Securities Exchange Act of 1934, or such rule or any successor rule
thereto which is in effect from time to time.

Ex. 10.1-1

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“Common Stock” shall mean the Common Stock of the Company, $1.00 par value,
subject to adjustment pursuant to Section 11.

“Company” shall mean Murphy Oil Corporation, a Delaware corporation.

“Employee” shall mean any person employed by the Company on a full-time
salaried basis or by a Subsidiary that does not have in effect for its personnel
any plan similar to the Plan, including officers and employee directors thereof.

“Incentive Stock Option” or “ISO” shall mean an Option that is intended by
the Committee to meet the requirements of Section 422 of the Code or any
successor provision.

“Nonqualified Stock Option” or “NQSO” shall mean an Option granted pursuant
to this Plan which does not qualify as an Incentive Stock Option.

“Normal Termination” shall mean a termination of employment (i) at normal
retirement time, (ii) for permanent and total disability, or (iii) with Company
approval, and without being terminated for cause.

“Option” shall mean the right to purchase Common Stock at a price to be
specified and upon terms to be designated by the Committee pursuant to this
Plan. An Option shall be designated by the Committee as a Nonqualified Stock
Option or an Incentive Stock Option at the time of grant.

“Opportunity Shares” shall mean additional shares of Common Stock which may
be earned by an Employee pursuant to Section 8.

“Option Holder” or “Holder” shall mean an Employee to whom an option has been
granted.

“Personal Representative” shall mean the person or persons who, upon the
disability or incompetence of an Employee, shall have acquired on behalf of the
Employee by legal proceeding or otherwise the right to receive the benefits
specified in this Plan.

“Plan” shall mean this 1992 Stock Incentive Plan.

“Restricted Period” shall mean the period designated by the Committee during
which Restricted Stock may not be sold, assigned, transferred, pledged, or
otherwise encumbered and during which such stock is subject to forfeiture.

“Restricted Stock” shall mean those shares of Common Stock issued pursuant to
a Restricted Stock Award which are subject to the restrictions, terms, and
conditions specified by the Committee pursuant to Section 8.

Ex. 10.1-2

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“Restricted Stock Award” shall mean an award of Restricted Stock pursuant to
Section 8 hereof.

“Stock Appreciation Right” or “SAR” shall mean the right of the holder to
receive, upon exercise thereof, payment of an amount determined by multiplying:
(a) any increase in the Fair Market Value of a share of Common Stock at the date
of exercise over the price fixed by the Committee at the date of grant, by (b)
the number of shares with respect to which the SAR is exercised; provided,
however, that at the time of grant, the Committee may establish, in its sole
discretion, a maximum amount per share which will be payable upon exercise of a
SAR. The amount payable upon exercise may be paid in cash or other property,
including without limitation, shares of Common Stock, or any combination thereof
as determined by the Committee.

SECTION 3. ADMINISTRATION

The Plan shall be administered by the Committee. In addition to any implied
powers and duties that may be needed to carry out the provisions of the Plan,
the Committee shall have all of the powers vested in it by the terms of the
Plan, including exclusive authority to select the Employees to be granted Awards
under the Plan, to determine the type, size and terms of the Awards to be made
to each Employee selected, to determine the time when Awards will be granted,
and to prescribe the form of the Agreements embodying Awards made under the
Plan. No member of the Committee, while he serves on the Committee, may be
granted Awards under the Plan. The Committee shall be authorized to interpret
the Plan and the Awards granted under the Plan, to establish, amend and rescind
any rules and regulations relating to the Plan, to make any other determinations
which it believes necessary or advisable for the administration of the Plan, and
to correct any defect or supply any omission or reconcile any inconsistency in
the Plan or in any Award in the manner and to the extent the Committee deems
desirable to carry it into effect. Any decision of the Committee in the
administration of the Plan, as described herein, shall be final and conclusive.

The Board may from time to time remove members from the Committee or add
members thereto, and vacancies in the Committee, however caused, shall be filled
by action of the Board. The Committee shall select one of its members as
chairman and shall hold its meetings at such time and places as it may
determine. The Committee may act only by a majority of its members. The members
of the Committee may receive such compensation for their services as the Board
may determine. Any determination of the Committee may be made, without notice,
by the written consent of the majority of the members of the Committee. In
addition, the Committee may authorize any one or more of their number or any
officer of the Company to execute and deliver documents on behalf of the
Committee.

SECTION 4. STOCK SUBJECT TO THE PLAN

The maximum number of shares available for Awards under the Plan in each
calendar year during any part of which the Plan shall be in effect shall be one
percent (1%) of the total issued and outstanding shares as of December 31 of the
immediately

Ex. 10.1-3

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preceding year, subject to Section 11 of the Plan. Any and all such shares
may be issued in respect of any of the types of Awards; provided, however, no
more than fifty percent (50%) of the shares available shall be subject to
Incentive Stock Options granted under the Plan and that no more than fifty
percent (50%) of the shares available for Awards under the Plan shall be issued
in respect of Restricted Stock. Unless otherwise determined by the Committee,
all shares available in any year that are not granted under the Plan will not be
available for grant for subsequent years. “Maximum Grants.” Notwithstanding any
provision contained in this Plan to the contrary, the maximum number of shares
of Common Stock for which Incentive Stock Options, Nonqualified Stock Options,
and Stock Appreciation Rights may be granted under the Plan to any one Employee
for any calendar year is 400,000.

If any shares of Common Stock subject to an Award hereunder are forfeited or
any such Award otherwise terminates without the issuance of shares of Common
Stock or other consideration to an Employee, such shares shall not increase the
number of shares available for grant in such year.

SECTION 5. ELIGIBILITY

Any Employee who is a director or an officer or who serves in any other key
administration, professional or technical capacity shall be eligible to
participate in the Plan. In addition the Committee may in any year include any
other Employee who the Committee has determined has made some unusual
contribution which would not be expected of such Employee in the ordinary course
of his work.

SECTION 6. STOCK OPTIONS

A.

Grant of Options and Price

(a) Any Option granted under the Plan may be granted as an Incentive Stock
Option or as a Nonqualified Stock Option as shall be designated by the Committee
at the time of the grant of such Option. Each Option shall be evidenced by an
Agreement between the recipient and the Company, which Agreement shall specify
the designation of the Option as an ISO or a NQSO, as the case may be, and shall
contain such terms and conditions not inconsistent with the Plan as the
Committee, in its sole discretion, may determine in accordance with the Plan.

(b) The exercise price for the purchase of Common stock to be issued pursuant
to each Option shall be fixed by the Committee at the time of the granting of
the Option provided, however, that such exercise price shall in no event be less
than the fair market value of the Common Stock on the date such Option is
granted.

B.

Exercise

The period during which an Option may be exercised shall be determined by the
Committee; provided, that such period will not be longer than ten years from the

Ex. 10.1-4

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date on which the Option is granted. The date or dates on which portions of
an Option may be exercised during the term of an Option shall be determined by
the Committee. In no case may an Option be exercised at any time for fewer than
50 shares (or the total remaining shares covered by the Option if fewer than 50
shares) during the term of the Option. An Option which is granted in tandem with
a SAR may only be exercised upon the surrender of the right to exercise such SAR
for an equivalent number of shares.

C.

Payment of Shares

The exercise price for the Common Stock shall be paid in full when the Option
is exercised. Subject to such rules as the Committee may impose, the exercise
price may be paid in whole or in part in (i) cash, (ii) whole shares of Common
Stock evidenced by negotiable certificates, valued at their fair market value on
the date of exercise, (iii) by a combination of such methods of payment, or (iv)
such other consideration as shall be approved by the Committee.

SECTION 7. STOCK APPRECIATION RIGHTS

Stock Appreciation Rights may be granted to participants at such time or
times as shall be determined by the Committee and shall be subject to such terms
and conditions as the Committee may impose. A grant of a SAR shall be made
pursuant to a written agreement containing such provisions not inconsistent with
the Plan as the Committee shall approve.

SARs may be exercised at such times or subject to such conditions as the
Committee shall impose, either at or after the time of grant. SARs which are
granted in tandem with an Option may only be exercised upon the surrender of the
right to exercise such Option for an equivalent number of shares and may be
exercised only with respect to the shares of Stock for which the related Option
is then exercisable. Option shares with respect to which a tandem SAR shall have
been exercised for cash shall not again be available for an Award under this
Plan. Notwithstanding any other provision of the Plan, the Committee may impose
such conditions on the exercise of a SAR (including, without limitation, the
right of the Committee to limit the time of exercise to specified periods) as
may be required to satisfy the applicable provisions of Rule 16b-3 as
promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”).

SECTION 8. RESTRICTED STOCK AWARDS

The Committee may make an award of Restricted Stock to selected Employees,
evidenced by an Agreement which shall contain such terms and conditions,
including without limitation, forfeiture provisions, as the Committee, in its
sole discretion, may determine. The amount of each Restricted Stock Award and
the respective terms and conditions of each Award (which terms and conditions
need not be the same in each case) shall be determined by the Committee in its
sole discretion.

Ex. 10.1-5

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The Committee shall establish performance measures for each Restricted Period
on the basis of such criteria and to accomplish such objectives as the Committee
may from time to time, in its sole discretion, determine. Such measures may
include, but shall not be limited to, total shareholder return, growth in cash
flow per share, growth in earnings per share, return on assets, or return on
stockholder equity. The Committee may from time to time establish different
performance objectives for certain operating subsidiaries or sectors of the
business. The maximum number of shares of restricted stock which can be granted
pursuant to the Plan will be 200,000 shares per year to any one Employee.
Currently, the performance criteria for the determination of the
performance-based restricted shares is the 5-year total shareholder return for
Murphy Oil Corporation as compared to a peer group of six companies. The
Committee may from time to time establish a different performance criteria.

Shares of Restricted Stock will be subject to forfeiture and may not be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated until
such time or until the satisfaction of such conditions or the occurrence of such
events as shall be determined by the Committee either at or after the time of
grant. Unless otherwise determined by the Committee at the time of grant,
participants holding shares of Restricted Stock granted hereunder may exercise
full voting rights with respect to those shares during the Restricted Period.

Unless otherwise determined by the Committee at the time of grant,
participants holding shares of Restricted Stock shall be entitled to receive all
dividends and other distributions paid with respect to those shares, provided
that if any such dividends or distributions are paid in shares of Stock or other
securities, such shares or securities shall be subject to the same forfeiture
restrictions and restrictions on transferability as apply to the Restricted
Stock with respect to which they were paid.

Each Employee who has received shares of Common Stock pursuant to a
Restricted Stock Award with respect to which all of the restrictions set forth
in Section 8 shall have lapsed or pursuant to an award of Opportunity Shares
related to such Restricted Stock Award shall also receive from the Company a
cash payment in the year following the close of the Restricted Period in an
amount determined by the Committee, which amount is intended to allow such
Employee to pay such Employee153s tax liability (assuming the highest rates of tax
applicable to any individual taxpayer in the year in which such payment is made)
with respect to (i) such shares and (ii) such cash payment. Provided, however,
unless otherwise determined by the Committee, the cash payment shall in no event
exceed 50% of the fair market value of such shares as of the date that all of
the restrictions set forth in Section 8 shall have lapsed or as to an award of
Opportunity Shares as of the date of grant thereof.

SECTION 9. TERMINATION OF EMPLOYMENT

Unless otherwise determined by the Committee at the time of grant, in the
event a participant153s employment terminates by reason of Normal Termination, any
Options granted to such participant which are then outstanding may be exercised
at the earlier of any time prior to the expiration of the term of the Options or
within two (2) years after termination and any shares of Restricted Stock then
outstanding shall be prorated for all restricted periods then in effect based on
the number of months of actual participation.

Ex. 10.1-6

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Unless otherwise determined by the Committee at the time of grant, in the
event a participant153s employment is terminated by reason of death, any Options
granted to such participant which are then outstanding may be exercised by the
participant153s beneficiary or the participant153s legal representative at any time
prior to the expiration date of the term of the Options or within two (2) years
following the participant153s termination of employment, whichever period is
shorter, and any shares of Restricted Stock then outstanding shall be prorated
for all restricted periods then in effect based on the number of months of
actual participation.

Unless otherwise determined by the Committee at the time of grant, in the
event the employment of the participant shall terminate for any reason other
than the ones described in this Section, any Options granted to such participant
which are then outstanding shall be canceled and any shares of Restricted Stock
then outstanding as to which the Restricted Period has not lapsed shall be
forfeited.

A change in employment from the Company or one Subsidiary to another
Subsidiary of the Company shall not be considered a termination.

SECTION 10. CHANGE IN CONTROL

Unless the Committee shall otherwise determine, notwithstanding any other
provision of this Plan or an Agreement to the contrary, upon a Change in
Control, as defined below, all outstanding Awards shall vest, become immediately
exercisable or payable or have all restrictions lifted as may apply to the type
of Award.

A “Change in Control” shall be deemed to have occurred if (i) any “person”,
including a “group” (as such terms are used in Sections 13(d) and 14(d)(2) of
the Exchange Act, but excluding the Company, any of its subsidiaries or any
employee benefit plan of the Company or any of its subsidiaries or Charles H.
Murphy, Jr. and affiliates of Charles H. Murphy, Jr.) is or becomes the
“beneficial owner” (as defined in Rule 13(d)(3) under the Exchange Act),
directly or indirectly, of securities of the Company representing 25% or more of
the combined voting power of the Company153s then outstanding securities; or (ii)
the stockholders of the Company shall approve a definitive agreement (1) for the
merger or other business combination of the Company with or into another
corporation a majority of the directors of which were not directors of the
Company immediately prior to the merger and in which the stockholders of the
Company immediately prior to the effective date of such merger own less than 50%
of the voting power in such corporation or (2) for the sale or other disposition
of all or substantially all of the assets of the Company.

SECTION 11. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION

In the event of any change in the Common Stock by reason of any stock split,
stock dividend, recapitalization, merger, consolidation, reorganization,
combination, or exchange of shares, split-up, spin-off, share purchase,
liquidation or other similar

Ex. 10.1-7

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change in capitalization affecting or involving the Common Stock, or any
distribution to common stockholders other than regular cash dividends, the
Committee shall make such substitution or adjustment, if any, as it deems
equitable, as to the number or kind of shares that may be issued under the Plan
pursuant to Section 4 and the number or kind of shares subject to, or the price
per share under or terms of any outstanding Award. The amount and form of the
substitution or adjustment shall be determined by the Committee and any such
substitution or adjustment shall be conclusive and binding on all parties for
all purposes of the Plan.

SECTION 12. MISCELLANEOUS PROVISIONS

(a) No Employee or other person shall have any claim or right to be granted
an Award under the Plan and no Award shall confer any right to continued
employment.

(b) An Employee153s rights and interest under the Plan or any Award may not be
assigned or transferred in whole or in part, either directly or by operation of
law or otherwise (except in the event of an Employee153s death, to the Employee153s
Beneficiaries or by will or the laws of descent and distribution), including,
but not by way of limitation, execution, levy, garnishment, attachment, pledge,
bankruptcy or in any other manner, and no such right or interest of any Employee
in the Plan or in any Award shall be subject to any obligation or liability of
such individual. An Award shall be exercisable, during an Employee153s lifetime,
only by him or her or his or her Personal Representative. Except as specified in
the applicable Award agreement, the holder of an Award shall have none of the
rights of a shareholder until the shares subject thereto shall have been
registered on the transfer books of the Company.

(c) Any provision of the Plan or any Agreement to the contrary
notwithstanding, no Common Stock shall be issued hereunder unless counsel for
the Company shall be satisfied that such issuance will be in compliance with
applicable Federal, state, or other securities laws.

(d) The Company shall have the power to withhold, or require a participant to
remit to the Company, an amount sufficient to satisfy Federal, state, and local
withholding tax requirements in respect of any Award, or any exercise or vesting
thereof under the Plan, and the Company may defer payment of cash or issuance of
Stock until such requirements are satisfied. The Committee may, in its
discretion, permit an Employee to elect, subject to such conditions as the
Committee shall impose, (i) to have shares of Stock otherwise issuable under the
Plan withheld by the Company or (ii) to deliver to the Company previously
acquired shares of Stock, in either case having a fair market value sufficient
to satisfy all or part of the participant153s estimated total Federal, state, and
local tax obligation associated with the transaction.

(e) The expense of the Plan shall be borne by the Company, except as set
forth above in subsection (d) of this Section.

(f) Awards granted under the Plan shall be binding upon the Company, its
successors and assigns.

Ex. 10.1-8

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(g) Nothing contained in this Plan shall prevent the Board of Directors from
adopting other or additional compensation arrangements, subject to shareholder
approval if such approval of any such additional arrangement is required.

SECTION 13. AMENDMENT, MODIFICATION, AND TERMINATION OF PLAN

The Board may from time to time amend the Plan or any provision thereof
without the consent of the stockholders except in the case of any amendments
that require stockholder approval in order to comply with the applicable
provisions of Rule 16b-3.

The Board may terminate the Plan in whole or in part at any time provided
that no such termination shall impair the terms of Awards then outstanding under
which the obligations of the Company have not been fully discharged. Unless
terminated prior, the Plan shall terminate on May 31, 2008. No extension of this
date may be implemented without stockholder approval.

SECTION 14. GOVERNING LAW

The provisions of this Plan shall be interpreted and construed in accordance
with the laws of the State of Delaware.

Ex. 10.1-9