{"id":43381,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/distribution-agreement-murphy-oil-corp-and-deltic-timber-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"distribution-agreement-murphy-oil-corp-and-deltic-timber-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/distribution-agreement-murphy-oil-corp-and-deltic-timber-corp.html","title":{"rendered":"Distribution Agreement &#8211; Murphy Oil Corp. and Deltic Timber Corp."},"content":{"rendered":"<pre>                            DISTRIBUTION AGREEMENT\n\n\n     DISTRIBUTION AGREEMENT dated as of December 11, 1996 (the 'Agreement')\nbetween Murphy Oil Corporation, a Delaware corporation ('Murphy') and Deltic\nTimber Corporation, a Delaware corporation ('Deltic').\n\n                              W I T N E S S E T H:\n                              - - - - - - - - - - \n\n     WHEREAS, Deltic is a wholly owned Subsidiary of Murphy;\n\n     WHEREAS, the Board of Directors of Murphy has determined that it is in the\nbest interest of Murphy, its stockholders and Deltic that all shares of Deltic\nCommon Stock owned by Murphy be distributed pro rata to Murphy's stockholders;\n\n     WHEREAS, Murphy and Deltic are concurrently herewith entering into the Tax\nSharing Agreement;\n\n     WHEREAS, the parties hereto desire to set forth herein the principal\ncorporate transactions to be effected in connection with the Distribution and\ncertain other matters relating to the relationship and the respective rights and\nobligations of the parties following the Distribution;\n\n     NOW, THEREFORE, the parties hereto agree as follows:\n\n\n                                   ARTICLE I\n\n                                  DEFINITIONS\n\n     Section 1.01.  Definitions.  The following terms, as used herein, have the\n                    -----------                                                \nfollowing meanings:\n\n     'Action' means any claim, suit, action, arbitration, inquiry, investigation\nor other proceeding by or before any court, governmental or other regulatory or\nadministrative agency or commission or any other tribunal.\n\n \n     'Administrative Services' has the meaning set forth in Schedule 6.01.\n\n     'Affiliate' means, with respect to any Person, any Person directly or\nindirectly controlling, controlled by, or under common control with, such other\nPerson. For the purposes of this definition, 'control' means the possession,\ndirectly or indirectly, of the power to direct or cause the direction of the\nmanagement and policies of a Person, whether through the ownership of voting\nsecurities, by contract or otherwise; and the terms 'controlling' and\n'controlled' have meanings correlative to the foregoing.\n\n     'Commission' means the Securities and Exchange Commission.\n\n     'Costs' has the meaning set forth in Section 6.04.\n\n     'Deltic Business' means the businesses and operations of the Deltic Group\nwhether conducted prior to, on or after the Distribution Date.\n\n     'Deltic Common Stock' means the common stock, par value $.01 per share, of\nDeltic, including any associated preferred stock purchase rights.\n\n     'Deltic Group' means Deltic and its Subsidiaries as of (and, except where\nthe context clearly indicates otherwise, after) the Distribution Date (including\nall predecessors to such Persons).\n\n     'Deltic Indemnitees' has the meaning set forth in Section 4.02.\n\n     'Deltic Liabilities' means all (i) Liabilities of the Deltic Group under\nthis Agreement, (ii) except as otherwise specifically provided herein or in the\nTax Sharing Agreement, other Liabilities, whether arising before, on or after\nthe Distribution Date, of or relating to thing under or relating to the Deltic \nGroup or arising from or in connection with the conduct of the Deltic Business \nor the ownership or use of assets in connection therewith, including without \nlimitation any Liabilities arising under or relating to\n\n                                       2\n\n \nEnvironmental Laws, and (iii) Liabilities of the Deltic Group set forth in\nSchedule 5.01 hereto.  Notwithstanding the foregoing, 'Deltic Liabilities' shall\nexclude: (x) any Liabilities for Taxes (since such Liabilities shall be governed\nby the Tax Sharing Agreement) and (y) any Liabilities specifically retained or\nassumed by Murphy pursuant to this Agreement.\n\n     'Distribution' means a distribution by Murphy on the Distribution Date of\nall Deltic Common Stock owned by it to the holders of Murphy Common Stock as of\nthe Record Date.\n\n     'Distribution Agent' means Harris Trust and Savings Bank.\n\n     'Distribution Date' means the business day as of which the Distribution\nshall be effected.\n\n     'Distribution Documents' means all of the agreements and other documents\nentered into in connection with the Distribution as contemplated hereby,\nincluding, without limitation, this Agreement and the Tax Sharing Agreement.\n\n     'Environmental Laws' means any and all federal, state, local and foreign\nstatutes, laws, judicial decisions, regulations, ordinances, rules, judgments,\norders, decrees, codes, plans, permits, licenses and governmental restrictions,\nwhether now or hereafter in effect, relating to the environment, the effect of\nthe environment on human health or to emissions, discharges, releases,\nmanufacturing, storage, processing, distribution, use, treatment, disposal,\ntransportation or handling of pollutants, contaminants, petroleum or petroleum\nproducts, chemicals or industrial, toxic, radioactive or hazardous substances or\nwastes or the clean-up or other remediation thereof.\n\n     'Finally Determined' or 'Final Determination' means, with respect to any\nAction or other matter, that the outcome or resolution of such Action or matter\nhas been judicially determined by judgment or order not subject to further\nappeal or discretionary review.\n\n     'Force Majeure' has the meaning set forth in \n\n                                       3\n\n\nSection 6.05(b).\n \n     'Form 10' means the registration statement on Form 10 filed by Deltic with\nthe Commission on September 9, 1996 to effect the registration of Deltic Common\nStock pursuant to the 1934 Act in connection with the Distribution, as such\nregistration statement may be amended from time to time.\n\n     'Group' means, as the context requires, the Deltic Group or the Murphy\nGroup.\n\n     'Indemnified Party' has the meaning set forth in Section 4.04.\n\n     'Indemnifying Party' has the meaning set forth in Section 4.04.\n\n     'Information Statement' means the information statement to be sent to each\nholder of Murphy Common Stock in connection with the Distribution.\n\n     'Liabilities' means any and all claims, debts, liabilities and obligations,\nabsolute or contingent, matured or not matured, liquidated or unliquidated,\naccrued or unaccrued, known or unknown, whenever arising, including all costs\nand expenses relating thereto, and including, without limitation, those debts,\nliabilities and obligations arising under this Agreement, any law, rule,\nregulation, any action, order, injunction or consent decree of any governmental\nagency or entity, or any award of any arbitrator of any kind, and those arising\nunder any agreement, commitment or undertaking.\n\n     'Losses' means, with respect to any Person, any and all damage, loss,\nliability and expense incurred or suffered by such Person (including, without\nlimitation, reasonable expenses of investigation and reasonable attorneys' fees\nand expenses in connection with any and all Actions or threatened Actions).\n\n     'Murphy Common Stock' means the common stock, par value $1 per share, of\nMurphy.\n\n     'Murphy Group' means Murphy and its Subsidiaries (other \n\n                                       4\n\n\nthan any Subsidiary or member of, or other entity in, the Deltic Group).\n \n     'Murphy Indemnitees' has the meaning set forth in Section 4.01.\n\n     'Murphy Liabilities' means all (i) Liabilities of the Murphy Group under\nthis Agreement and (ii) except as otherwise specifically provided herein or in\nthe Tax Sharing Agreement, other Liabilities, whether arising before, on or\nafter the Distribution Date, of or relating to the Murphy Group or arising from\nor in connection with the conduct of the businesses of the Murphy Group (other\nthan the Deltic Business) or the ownership or use of assets in connection\ntherewith, including without limitation any Liabilities arising under or\nrelating to Environmental Laws.  Notwithstanding the foregoing, 'Murphy\nLiabilities' shall exclude: (x) any Liabilities for Taxes (since such\nLiabilities shall be governed by the Tax Sharing Agreement) and (y) any\nLiabilities specifically retained or assumed by Deltic pursuant to this\nAgreement.\n\n     '1933 Act' means the Securities Act of 1933, as amended, and the rules and\nregulations promulgated thereunder.\n\n     '1934 Act' means the Securities Exchange Act of 1934, as amended, and the\nrules and regulations promulgated thereunder.\n     'Office Facilities' has the meaning set forth in Schedule 6.01.\n\n     'Person' means an individual, corporation, limited liability company,\npartnership, association, trust or other entity or organization, including a\ngovernmental or political subdivision or an agency or instrumentality thereof.\n\n     'Record Date' means the date determined by Murphy's Board of Directors (or\ndetermined by a committee of such Board of Directors or by any person pursuant\nto authority delegated to such committee or such person) as the record date for\ndetermining the holders of Murphy Common Stock entitled to receive Deltic Common\nStock pursuant to the Distribution.\n\n                                       5\n\n \n     'Representatives' has the meaning set forth in Section 7.06.\n\n     'Restated Deltic Charter' has the meaning set forth in Section 3.02.\n\n     'Services' has the meaning set forth in Schedule 6.01.\n\n     'Subsidiary' means, with respect to any Person, any other entity of which\nsecurities or other ownership interests having ordinary voting power to elect a\nmajority of the board of directors or other persons performing similar functions\nare at the time directly or indirectly owned by such Person.\n\n     'Tax' means Tax as such term is defined in the Tax Sharing Agreement.\n\n     'Tax Sharing Agreement' means the Tax Sharing Agreement dated as of the\ndate hereof between Murphy and Deltic.\n\n     'Termination Notice' has the meaning set forth in Section 6.02(b).\n\n     'Third-Party Claim' has the meaning set forth in Section 4.05.\n\n     'Transition Period' has the meaning set forth in Section 6.02(a).\n\n\n                                  ARTICLE II\n\n                                ASSET TRANSFERS\n\n     Section 2.01.  Transfers of Certain Other Assets.  Effective prior to or as\n                    ---------------------------------                           \nof the Distribution Date or as soon as practicable after the Distribution Date,\nsubject to receipt of any necessary consents or approvals of third parties or of\ngovernmental or regulatory agencies or authorities and subject to Section 8.02,\n(a) Murphy shall, or shall cause the relevant member of the Murphy Group to,\nassign, contribute, convey, transfer and deliver to Deltic or to one or more\nmembers of the \n\n                                       6\n\n \nDeltic Group all of the right, title and interest of Murphy or such member of\nthe Murphy Group in and to all assets, if any, held by any member of the Murphy\nGroup that relate solely to the Deltic Business (and not to the businesses of\nthe Murphy Group) and Deltic shall assume and take transfer of all liabilities\nassociated with such assets, and (b) Deltic shall, or shall cause the relevant\nmember of the Deltic Group to, assign, convey, transfer and deliver to Murphy or\nto one or more members of the Murphy Group all of the right, title and interest\nof Deltic or such member of the Deltic Group in and to all assets, if any, held\nby any member of the Deltic Group that relate solely to the businesses of the\nMurphy Group (and not to the Deltic Business) and Murphy shall assume and take\ntransfer of all liabilities associated with such assets.\n\n     Section 2.02.  Agreement Relating To Consents Necessary To Transfer Assets.\n                    -----------------------------------------------------------\nNotwithstanding anything in this Agreement to the contrary, this Agreement shall\nnot constitute an agreement to transfer or assign any asset or any claim or\nright or any benefit arising thereunder or resulting therefrom if an attempted\nassignment thereof, without the necessary consent of a third party, would\nconstitute a breach or other contravention thereof or in any way adversely\naffect the rights of Deltic or Murphy thereunder.  Deltic and Murphy will,\nsubject to Section 8.02, use their reasonable efforts to obtain the consent of\nany third party or any governmenin connection with the transfer or assignment\npursuant to Section 2.01 of any such asset or any claim or right or any benefit\narising thereunder.  If such required consent is not obtained, or if an\nattempted assignment thereof would be ineffective or would adversely affect the\nrights of the transferor thereunder so that the intended transferee would not in\nfact receive all such rights, Deltic and Murphy will cooperate in a mutually\nagreeable arrangement under which the intended transferee would obtain the\nbenefits and assume the obligations thereunder in accordance with this\nAgreement, including sub-contracting, sub-licensing or sub-leasing to such\ntransferee, or under which the transferor would enforce for the benefit of the\ntransferee, with the transferee assuming the transferor's obligations, any and\nall rights of the transferor against a third party thereto.\n\n                                       7\n\n \n                                  ARTICLE III\n\n                               THE DISTRIBUTION\n\n     Section 3.01.  Cooperation Prior to the Distribution.\n                    ------------------------------------- \n\n     (a)  Murphy and Deltic have prepared, and Deltic has filed with the\nCommission, the Form 10, which includes or incorporates by reference the\nInformation Statement setting forth appropriate disclosure concerning Deltic and\nthe Distribution. The Form 10 has become effective under the 1934 Act. After the\nForm 10 became effective, Murphy mailed the Information Statement to the holders\nof Murphy Common Stock as of the Record Date.\n\n     (b)  Murphy and Deltic shall cooperate in preparing, filing with the\nCommission and causing to become effective any registration statements or\namendments thereto that are appropriate to reflect the establishment of or\namendments to any employee benefit and other plans contemplated by this\nAgreement.\n\n     (c)  Murphy and Deltic shall take all such action as may be necessary or\nappropriate under the securities or blue sky laws of states or other political\nsubdivisions of the United States in connection with the transactions\ncontemplated by this Agreement.\n\n     (d)  Deltic shall prepare, file and pursue an application to permit listing\nof the Deltic Common Stock on the New York Stock Exchange.\n\n     Section 3.02.  Murphy Board Action; Conditions Precedent to the\n                    ------------------------------------------------\nDistribution.  Murphy's Board of Directors shall, in its discretion, establish\n------------                                                                  \n(or delegate authority to establish) the Record Date and the Distribution Date\nand any appropriate procedures in connection with the Distribution.  In no event\nshall the Distribution occur unless the following conditions shall have been\nsatisfied:\n\n     (i) the Form 10 shall have become effective under the 1934 Act;\n\n                                       8\n\n \n          (ii)   the Deltic Common Stock to be delivered in the Distribution\n     shall have been approved for listing on the New York Stock Exchange,\n     subject to official notice of issuance;\n\n          (iii)  the Board of Directors of Murphy shall be satisfied that (a)\n     both before and after giving effect to the Distribution, Murphy is not and\n     would not be insolvent, (b) after giving effect to the Distribution, Murphy\n     would be able to pay its liabilities as they mature and become absolute,\n     and Murphy would not have unreasonably small capital with which to engage\n     in its business and (c) the Distribution will be made out of surplus within\n     the meaning of Section 170 of the Delaware General Corporation Law.\n\n          (iv)   Murphy's Board of Directors shall have approved the\n     Distribution and shall not have abandoned, deferred or modified the\n     Distribution at any time prior to the Distribution Date;\n\n          (v)    Deltic's Board of Directors, as named in the Information\n     Statement, shall have been elected by Murphy, as sole stockholder of\n     Deltic, and Deltic's certificate of incorporation (the 'Restated Deltic\n     Charter') and bylaws, in substantially the forms filed as exhibits to the\n     Form 10, shall be in effect;\n\n          (vi)   the Tax Sharing Agreement shall have been duly executed and\n     delivered by the parties thereto;\n\n          (vii)  Murphy shall have received an appropriate private letter ruling\n     issued by the Internal Revenue Service, or an opinion of counsel\n     satisfactory to Murphy, as to the tax-free nature of the Distribution; and\n\n          (viii) a credit facility shall have been made available to Deltic by\n     its lenders on terms and in an amount satisfactory to Murphy and Deltic.\n\n     Section 3.03.  The Distribution.  Subject to the terms and conditions set\n                    ----------------                                          \nforth in this Agreement, (i) prior to the Distribution Date, Murphy shall\ndeliver to the Distribution Agent for the benefit of holders of record of Murphy\nCommon Stock on the \n\n                                       9\n\n \nRecord Date, a stock certificate or certificates, endorsed by Murphy in blank,\nrepresenting all of the then outstanding shares of Deltic Common Stock owned by\nMurphy, (ii) the Distribution shall be effective as of the close of business,\nNew York time, on the Distribution Date and (iii) Murphy shall instruct the\nDistribution Agent to distribute, on or as soon as practicable after the\nDistribution Date, to each holder of record of Murphy Common Stock as of the\nRecord Date one share of Deltic Common Stock for each 3.5 shares of Murphy\nCommon Stock so held. Deltic agrees to provide all certificates for shares of\nDeltic Common Stock that Murphy shall require (after giving effect to Section\n3.04) in order to effect the Distribution.\n\n     Section 3.04.  Subdivision of Deltic Common Stock to Accomplish the\n                    ----------------------------------------------------\nDistribution.  Effective upon the filing of the Restated Deltic Charter with the\n------------                                                                    \nSecretary of State of the State of Delaware, each share of Deltic Common Stock\nthen issued and outstanding shall, without any action on the part of the holder\nthereof, be subdivided and converted into that number of fully paid and non-\nassessable shares of Deltic Common Stock issued and outstanding equal to the\nnumber of shares of Murphy Common Stock outstanding on the Record Date\n(excluding shares of restricted stock) times 1\/3.5 divided by the number of\nshares of Deltic Common Stock outstanding immediately prior to such filing.\n\n     Section 3.05.  Fractional Shares.  No certificates representing fractional\n                    -----------------                                          \nshares of Deltic Common Stock will be distributed in the Distribution.  The\nDistribution Agent will be directed to determine the number of whole shares and\nfractional shares of Deltic Common Stock allocable to each holder of Murphy\nCommon Stock as of the Record Date.  Upon the determination by the Distribution\nAgent of such number of fractional shares, as soon as practicable after the\nDistribution Date, the Distribution Agent, acting on behalf of the holders\nthereof, shall sell such fractional shares for cash on the open market and shall\ndisburse the appropriate portion of the resulting cash proceeds to each holder\nentitled thereto.\n\n                                       10\n\n \n                                  ARTICLE IV\n\n                                INDEMNIFICATION\n\n     Section 4.01.  Deltic Indemnification of the Murphy Group.\n                    ------------------------------------------ \n\n     (a)  Subject to Section 4.03, on and after the Distribution Date, Deltic\nshall indemnify, defend and hold harmless the Murphy Group and the respective\ndirectors, officers, employees and Affiliates of each Person in the Murphy Group\n(the 'Murphy Indemnitees') from and against any and all Losses incurred or\nsuffered by any of the Murphy Indemnitees (i) arising out of, or due to the\nfailure of any Person in the Deltic Group to pay, perform or otherwise\ndischarge, any of the Deltic Liabilities, or (ii) arising out of or in\nconnection with the provision by the Murphy Group of the Services to the Deltic\nGroup under Article VI.\n\n     (b)  Subject to Section 4.03, Deltic shall indemnify, defend and hold\nharmless each of the Murphy Indemnitees and each Person, if any, who controls\nany Murphy Indemnitee within the meaning of either Section 15 of the 1933 Act or\nSection 20 of the  1934 Act from and against any and all Losses caused by any\nuntrue statement or alleged untrue statement of a material fact contained in the\nForm 10 or any amendment thereof or the Information Statement (as amended or\nsupplemented), or caused by any omission or alleged omission to state therein a\nmaterial fact necessary to make the statements therein, in the light of the\ncircumstances under which they were made, not misleading, except insofar as such\nLosses are caused by any such untrue statement or omission or alleged untrue\nstatement or omission based upon information furnished to Deltic in writing by\nMurphy expressly for use therein.\n\n     Section 4.02.  Murphy Indemnification of Deltic Group.\n                    -------------------------------------- \n\n     (a)  Subject to Section 4.03, on and after the Distribution Date, Murphy\nshall indemnify, defend and hold harmless the Deltic Group and the respective\ndirectors, officers, employees and Affiliates of each Person in the Deltic Group\n(the 'Deltic Indemnitees') from and against any and all Losses incurred or\nsuffered by any of the Deltic Indemnitees and arising out of, or due to the\nfailure of any Person in the Murphy Group to pay, \n\n                                       11\n\n\nperform or otherwise discharge, any of the Murphy Liabilities.\n \n     (b)  Subject to Section 4.03, Murphy shall indemnify, defend and hold\nharmless each of the Deltic Indemnitees and each Person, if any, who controls\nany Deltic Indemnitee within the meaning of either Section 15 of the 1933 Act or\nSection 20 of the  1934 Act from and against any and all Losses caused by any\nuntrue statement or alleged untrue statement of a material fact contained in the\nForm 10 or any amendment thereof or the Information Statement (as amended or\nsupplemented), or caused by any omission or alleged omission to state therein a\nmaterial fact necessary to make the statements therein, in the light of the\ncircumstances under which they were made, not misleading, in each case to the\nextent, but only to the extent, that such Losses are caused by any such untrue\nstatement or omission or alleged untrue statement or omission based upon\ninformation furnished to Deltic in writing by Murphy expressly for use therein.\n\n     Section 4.03.  Insurance; Third Party Obligations.   Any indemnification\n                    ----------------------------------                       \npursuant to Sections 4.01 or 4.02 shall be paid net of the amount of any\ninsurance or other amounts that would be payable by any third party to the\nIndemnified Party (as defined below) in the absence of this Agreement\n(irrespective of time of receipt of such insurance or other amounts).  It is\nexpressly agreed that no insurer or any other third party shall be (i) entitled\nto a benefit it would not be entitled to receive in the absence of the foregoing\nindemnification provisions, (ii) relieved of the responsibility to pay any\nclaims to which it is obligated or (iii) entitled to any subrogation rights with\nrespect to any obligation hereunder.\n\n     Section 4.04.  Notice and Payment of Claims.  If any Murphy Indemnitee or\n                    ----------------------------                              \nDeltic Indemnitee (the 'Indemnified Party') determines that it is or may be\nentitled to indemnification by any party (the 'Indemnifying Party') under\nArticle IV (other than in connection with any Action subject to Section 4.05),\nthe Indemnified Party shall deliver to the Indemnifying Party a written notice\nspecifying, to the extent reasonably practicable, the basis for its claim for\nindemnification and the amount for which the Indemnified Party reasonably\nbelieves it is entitled to be indemnified.  Within 30 days after receipt of such\nnotice, the Indemnifying Party shall pay the Indemnified Party such amount in\n\n                                       12\n\n \ncash or other immediately available funds unless the Indemnifying Party objects\nto the claim for indemnification or the amount thereof. If the Indemnifying\nParty does not give the Indemnified Party written notice objecting to such\nindemnity claim and setting forth the grounds therefor within such 30-day\nperiod, the Indemnifying Party shall be deemed to have acknowledged its\nliability for such claim and the Indemnified Party may exercise any and all of\nits rights under applicable law to collect such amount. In the event of such a\ntimely objection by the Indemnifying Party, the amount, if any, that is Finally\nDetermined to be required to be paid by the Indemnifying Party in respect of\nsuch indemnity claim shall be paid by the Indemnifying Party to the Indemnified\nParty in cash within 15 days after such indemnity claim has been so Finally\nDetermined.\n\n     Section 4.05.  Notice and Defense of Third-Party Claims.   Promptly\n                    ----------------------------------------            \nfollowing the earlier of (i) receipt of notice of the commencement by a third\nparty of any Action against or otherwise involving any Indemnified Party or (ii)\nreceipt of information from a third party alleging the existence of a claim\nagainst an Indemnified Party, in either case, with respect to which\nindemnification may be sought pursuant to this Agreement (a 'Third-Party\nClaim'), the Indemnified Party shall give the Indemnifying Party written notice\nthereof.  The failure of the Indemnified Party to give notice as provided in\nthis Section 4.05 shall not relieve the Indemnifying Party of its obligations\nunder this Agreement, except to the extent that the Indemnifying Party is\nprejudiced by such failure to give notice.  Within 30 days after receipt of such\nnotice, the Indemnifying Party may (i) by giving written notice thereof to the\nIndemnified Party, acknowledge liability for such indemnification claim and at\nits option elect to assume the defense of such Third-Party Claim at its sole\ncost and expense or (ii) object to the claim for indemnification set forth in\nthe notice delivered by the Indemnified Party pursuant to the first sentence of\nthis Section 4.05; provided that if the Indemnifying Party does not within such\n                   --------                                                    \n30-day period give the Indemnified Party written notice objecting to such\nindemnification claim and setting forth the grounds therefor, the Indemnifying\nParty shall be deemed to have acknowledged its liability for such\nindemnification claim.  If the Indemnifying Party has elected to assume the\ndefense of a Third-Party Claim, (x) the defense shall be conducted by counsel\nretained by the Indemnifying Party and \n\n                                       13\n\n \nreasonably satisfactory to the Indemnified Party, provided that the Indemnified\n                                                  --------\nParty shall have the right to participate in such proceedings and to be\nrepresented by counsel of its own choosing at the Indemnified Party's sole cost\nand expense; and (y) the Indemnifying Party may settle or compromise the Third\nParty Claim without the prior written consent of the Indemnified Party so long\nas such settlement includes an unconditional release of the Indemnified Party\nfrom all claims that are the subject of such Third Party Claim, provided that\n                                                                --------\nthe Indemnifying Party may not agree to any such settlement pursuant to which\nany remedy or relief, other than monetary damages for which the Indemnifying\nParty shall be responsible hereunder, shall be applied to or against the\nIndemnified Party, without the prior written consent of the Indemnified Party,\nwhich consent shall not be unreasonably withheld. If the Indemnifying Party does\nnot assume the defense of a Third-Party Claim for which it has acknowledged\nliability for indemnification hereunder, the Indemnified Party may require the\nIndemnifying Party to reimburse it on a current basis for its reasonable\nexpenses of investigation, reasonable attorney's fees and reasonable out-of-\npocket expenses incurred in defending against such Third-Party Claim and the\nIndemnifying Party shall be bound by the result obtained with respect thereto by\nthe Indemnified Party; provided that the Indemnifying Party shall not be liable\n                       --------\nfor any settlement effected without its consent, which consent shall not be\nunreasonably withheld. The Indemnifying Party shally in cash the amount, if any,\nfor which the Indemnified Party is entitled to be indemnified hereunder within\n15 days after such Third Party Claim has been Finally Determined, in the case of\na Third-Party Claim as to which the Indemnifying Party has acknowledged\nliability or, in the case of any Third-Party Claim as to which the Indemnifying\nParty has not acknowledged liability, within 15 days after such Indemnifying\nParty's objection to liability hereunder has been Finally Determined.\n\n     Section 4.06.  Contribution.  If for any reason the indemnification\n                    ------------                                        \nprovided for in Section 4.01 or 4.02 is unavailable to any Indemnified Party, or\ninsufficient to hold it harmless, then the Indemnifying Party shall contribute\nto the amount paid or payable by such Indemnified Party as a result of such\nLosses in such proportion as is appropriate to reflect all relevant equitable\nconsiderations.\n\n                                       14\n\n \n     Section 4.07.  Non-Exclusivity of Remedies.  The remedies provided for in\n                    ---------------------------                               \nthis Article IV are not exclusive and shall not limit any rights or remedies\nwhich may otherwise be available to any Indemnified Party at law or in equity.\n\n\n                                   ARTICLE V\n\n                               EMPLOYEE MATTERS\n\n     Section 5.01.  Employee Matters Generally.  With respect to employee\n                    --------------------------                           \nmatters and employee benefits arrangements, the parties hereto agree as set\nforth in Schedule 5.01.\n\n\n                                  ARTICLE VI\n\n                         CERTAIN TRANSITIONAL SERVICES\n\n     Section 6.01.  Provision of Services.  On the terms and conditions set\n                    ---------------------                                  \nforth in this Agreement, in order to assist in effecting an orderly transition\nfollowing the Distribution, the Murphy Group will provide to or perform for the\nDeltic Group and the Deltic Group will purchase from the Murphy Group, for the\nTransition Period, the Services set forth in Schedule 6.01.\n\n     Section 6.02.  Duration of Provision and Purchase of Services.\n                    ----------------------------------------------\n\n     (a) The Services shall be provided by the Murphy Group and purchased by\nDeltic for a period (the 'Transition Period') commencing on the Distribution\nDate and ending on the earlier of (i) six (6) months after the Distribution Date\nand (ii) with respect to any Service, thirty (30) days after delivery of a\nTermination Notice pursuant to Section 6.02(b).\n\n     (b)  At any time during the Transition Period, Deltic may, at its election,\nterminate the provision of any Service by delivery of a notice to Murphy (a\n'Termination Notice'), which termination shall become effective with respect to\nsuch Service thirty (30) days after the date of delivery of a Termination\nNotice.\n\n                                       15\n\n \n     Section 6.03.  Nature and Scope of Provision of Services.  The nature,\n                    -----------------------------------------              \nscope and timing of provision of the Services to be provided by the Murphy Group\nto the Deltic Group hereunder shall be substantially consistent with the nature,\nscope and timing of the Murphy Group's comparable services provided to the\nDeltic Group prior to the Distribution; provided that Murphy shall not be\n                                        --------                         \nobligated to hire additional or replacement employees, or increase the\ncompensation of its existing employees, in order to provide the Services to the\nDeltic Group.\n\n     Section 6.04.  Charges and Payment for Services.  Deltic shall pay or\n                    --------------------------------                      \nreimburse Murphy for all costs attributable to the provision or performance by\nthe Murphy Group of the Services hereunder as set forth in Schedule 6.01 (the\n'Costs').  All Costs required to be paid or reimbursed to Murphy hereunder shall\nbe invoiced monthly by Murphy and (ii) invoiced amounts shall be due and payable\nby Deltic in cash within thirty (30) days from date of receipt of such invoice\ntherefor.\n\n     Section 6.05.  Exculpation; Force Majeure.\n                    -------------------------- \n\n     (a)  No Murphy Indemnitee shall be liable to any other Person for any\nLosses directly or indirectly arising out of, relating to or in connection with\nthe performance or non-performance of the Services hereunder, except to the\nextent such Losses are attributable to the Murphy Group's gross negligence or\nwillful misconduct.\n\n     (b)  Without limiting the provisions of Section 6.05(a), the Murphy Group\nshall not be liable to the Deltic Group for any delay or default in performance\nof the Services where occasioned by any cause of any kind or extent beyond the\nMurphy Group's control including, by way of example, but not limitation, any act\nof God, any act, regulation or law of any government, war, civil commotion,\ndestruction of production facilities or materials by fire,\nearthquake or storm, labor disturbance, epidemic, equipment breakdown or\nfailure, failure to obtain any consent or approval of a third party necessary to\nprovide the Services, or failure of suppliers, public utilities or common\ncarriers ('Force Majeure').  In claiming relief hereunder Murphy shall promptly\nnotify Deltic in writing of the Force Majeure causing delay or default in\nperformance, the probable extent to which it will be unable to \n\n                                       16\n\n \nperform, and the actions it intends to take to remove such Force Majeure, to the\nextent reasonably possible to do so. The Murphy Group shall take reasonable\naction within its control to alleviate the Force Majeure causing delay or\ndefault in performance.\n\n\n                                  ARTICLE VII\n\n                             ACCESS TO INFORMATION\n\n     Section 7.01.  Provision of Corporate Records.   Immediately prior to or\n                    ------------------------------                              \nas soon as practicable following the Distribution Date, each Group shall provide\nto the other Group all documents, contracts, books, records and data (including\nbut not limited to minute books, stock registers, stock certificates and\ndocuments of title) in its possession relating to such other Group or such other\nGroup's business and affairs; provided that if any such documents, contracts,\n                              --------                                       \nbooks, records or data relate to both Groups or the business and operations of\nboth Groups, each such Group shall provide to the other Group true and complete\ncopies of such documents, contracts, books, records or data.\n\n     Section 7.02.  Access to Information.   From and after the Distribution\n                    ---------------------                                   \nDate, each Group shall afford promptly to the other Group and its accountants,\ncounsel and other designated representatives reasonable access during normal\nbusiness hours to all documents, contracts, books, records, computer data and\nother data in such Group's possession relating to such other Group or the\nbusiness and affairs of such other Group (other than data and information\nsubject to an attorney\/client or other privilege), insofar as such access is\nreasonably required by such other Group, including, without limitation, for\naudit, accounting, litigation and disclosure and reporting purposes.\n\n     Section 7.03.  Litigation Cooperation.  Each Group shall use reasonable\n                    ----------------------                                  \nefforts to make available, upon written request, its directors, officers,\nemployees and representatives as witnesses to the other Group and its\naccountants, counsel, and other designated representatives, and shall otherwise\ncooperate with the other Group, to the extent reasonably required in connection\nwith any legal, administrative or other proceedings arising out of either\nGroup's business and operations prior to the Distribution Date in \n\n                                       17\n\n\nwhich the requesting party may from time to time be involved.\n \n     Section 7.04.  Reimbursement.  Each Group providing information or\n                    -------------                                      \nwitnesses to the other Group, or otherwise incurring any expense in connection\nwith cooperating, under Sections 7.01, 7.02 or 7.03 shall be entitled to receive\nfrom the recipient thereof, upon the presentation of invoices therefor, payment\nfor all costs and expenses as may be reasonably incurred in providing such\ninformation, witnesses or cooperation.\n\n     Section 7.05.  Retention of Records.  Except as otherwise required by law\n                    --------------------                                      \nor agreed to in writing, each party shall, and shall cause the members of its\nrespective Group to, retain all information relating to the other Group's\nbusiness and operations in accordance with the past practice of such party.\nNotwithstanding the foregoing, any party may destroy or otherwise dispose of any\nsuch information at any time, provided that, prior to such destruction or\ndisposal, (i) such party shall provide not less than 90 days' prior written\nnotice to the other party, specifying the information proposed to be destroyed\nor disposed of, and (ii) if the recipient of such notice shall request in\nwriting prior to the scheduled date for such destruction or disposal that any of\nthe information proposed to be destroyed or disposed of be delivered to such\nrequesting party, the party proposing the destruction or disposal shall promptly\narrange for the delivery of such of the information as was requested at the\nexpense of the requesting party.\n\n     Section 7.06.  Confidentiality.  Each party shall hold and shall cause its\n                    ---------------                                            \ndirectors, officers, employees, agents, consultants and advisors\n('Representatives') to hold in strict confidence all information (other than any\nsuch information relating solely to the business or affairs of such party)\nconcerning the other party unless (i) such party is compelled to disclose such\ninformation by judicial or administrative process or, in the opinion of its\ncounsel, by other requirements of law or (ii) such information can be shown to\nhave been (A) in the public domain through no fault of such party or (B)\nlawfully acquired after the Distribution Date on a non-confidential basis from\nother sources.  Notwithstanding the foregoing, such party may disclose such\ninformation to its Representatives so long as such Persons are informed by such\nparty of the confidential nature of such \n\n                                       18\n\n \ninformation and are directed by such party to treat such information\nconfidentially. If such party or any of its Representatives becomes legally\ncompelled to disclose any documents or information subject to this Section, such\nparty will promptly notify the other party so that the other party may seek a\nprotective order or other remedy or waive such party's compliance with this\nSection. If no such protective order or other remedy is obtained or waiver\ngranted, such party will furnish only that portion of the information which it\nis advised by counsel is legally required and will exercise its reasonable\nefforts to obtain reliable assurance that confidential treatment will be\naccorded such information. Such party agrees to be responsible for any breach of\nthis Section by it and its Representatives.\n\n     Section 7.07.  Inapplicability of Article VII to Tax Matters.\n                    ---------------------------------------------  \nNotwithstanding anything to the contrary in Article VII, Article VII shall not\napply with respect to information, records and other matters relating to Taxes,\nall of which shall be governed by the Tax Sharing Agreement.\n\n\n                                 ARTICLE VIII\n\n                           CERTAIN OTHER AGREEMENTS\n\n     Section 8.01.  Intercompany Accounts.  Except as otherwise provided in the\n                    ---------------------                                      \nTax Sharing Agreement, all intercompany receivable, payable and loan balances in\nexistence as of the Distribution Date between the Murphy Group and Deltic Group\nwill be eliminated by payment in full by the party owing any such obligation.\n\n     Section 8.02.  Further Assurances and Consents.  In addition to the actions\n                    -------------------------------                             \nspecifically provided for elsewhere in this Agreement, each of the parties\nhereto shall use its reasonable efforts to take, or cause to be taken, all\nactions, and to do, or cause to be done, all things, reasonably necessary,\nproper or advisable under applicable laws, regulations and agreements or\notherwise to consummate and make effective the transactions contemplated by this\nAgreement, including but not limited to using its reasonable efforts to obtain\nany consents and approvals and to make any filings and applications necessary or\ndesirable in order \n\n                                       19\n\n \nto consummate the transactions contemplated by this Agreement; provided that no\n                                                               --------\nparty hereto shall be obligated to pay any consideration therefor (except for\nfiling fees and other similar charges) to any third party from whom such\nconsents or approvals are requested or to take any action or omit to take any\naction if the taking of or the omission to take such action would be\nunreasonably burdensome to the party, its Group or its Group's business.\n\n\n                                  ARTICLE IX\n\n                                 MISCELLANEOUS\n\n     Section 9.01.  Notices.  All notices and other communications to any party\n                    -------                                                    \nhereunder shall be in writing (including telex, telecopy or similar writing) and\nshall be deemed given when received addressed as follows:\n\n\n     If to Murphy, to:\n\n        Murphy Oil Corporation\n        200 Peach Street\n        El Dorado, Arkansas  71731-7000\n        Telecopy:  (501) 864-6220\n        Attention:  General Counsel\n\n     If to Deltic, to:\n\n        Deltic Timber Corporation\n        200 Peach Street\n        El Dorado, Arkansas  71731-7000\n        Telecopy:  (501) 864-6565\n        Attention:  General Counsel\n\n\nAny party may, by written notice so delivered to the other parties, change the\naddress to which delivery of any notice shall thereafter be made.\n\n     Section 9.02.  Amendments; No Waivers. \n                    ----------------------\n\n                                       20\n\n\n     (a)  Any provision of this Agreement may be amended or waived if, and only\nif, such amendment or waiver is in writing and signed, in the case of an\namendment, by Murphy and Deltic, or in the case of a waiver, by the party\nagainst whom the waiver is to be effective.\n\n     (b)  No failure or delay by any party in exercising any right, power or\nprivilege hereunder shall operate as a waiver thereof nor shall any single or\npartial exercise thereof preclude any other or further exercise thereof or the\nexercise of any other right, power or privilege.   The rights and remedies\nherein provided shall be cumulative and not exclusive of any rights or remedies\nprovided by law.\n\n     Section 9.03.  Expenses.  Except as specifically provided otherwise in this\n                    --------                                                    \nAgreement or the Tax Sharing Agreement (including, without limitation, in\nArticles IV and VI, Sections 7.04, 7.05, 8.01 and 9.07(c) and Schedules 5.01 and\n6.01 of this Agreement), all costs and expenses incurred in connection with the\npreparation, execution and delivery of the Distribution Documents and the\nconsummation of the Distribution and the other transactions contemplated hereby\n(including the fees and expenses of all counsel, accountants and financial and\nother advisors of both Groups in connection therewith, and all expenses in\nconnection with preparation, filing and printing of the Form 10 and the\nInformation Statement) shall be paid by the party incurring such costs or\nexpenses.\n\n     Section 9.04.  Successor and Assigns.  The provisions of this Agreement\n                    ---------------------                                   \nshall be binding upon and inure to the benefit of the parties hereto and their\nrespective successors and assigns; provided that neither party may assign,\n                                   --------                               \ndelegate or otherwise transfer any of its rights or obligations under this\nAgreement without the consent of the other parties hereto.\n\n     Section 9.05.  Governing Law.  This Agreement shall be construed in\n                    -------------                                       \naccordance with and governed by the law of the State of Arkansas, without regard\nto the conflicts of laws rules of such State.\n\n     Section 9.06.  Entire Agreement.  This Agreement and the other Distribution\n                    ----------------                                            \nDocuments constitute the entire understanding of \n\n                                       21\n\n \nthe parties with respect to the subject matter hereof and thereof and supersedes\nall prior agreements, understandings and negotiations, both written and oral,\nbetween the parties with respect to the subject matter hereof and thereof. No\nrepresentation, inducement, promise, understanding, condition or warranty not\nset forth herein or in the other Distribution Documents has been made or relied\nupon by any party hereto. Neither this Agreement nor any provision hereof is\nintended to confer upon any Person other than the parties hereto any rights or\nremedies hereunder. To the extent that the provisions of this Agreement are\ninconsistent with the provisions of any other Distribution Document, the\nprovisions of such other Distribution Document shall prevail.\n\n     Section 9.07.  Tax Sharing Agreement; Set-Off; Certain Transfer Taxes.\n                    ------------------------------------------------------ \n\n     (a)  Except as otherwise provided herein, this Agreement shall not govern\nany Tax, and any and all claims, losses, damages, demands, costs, expenses or\nliabilities relating to Taxes shall be exclusively governed by the Tax Sharing\nAgreement.\n\n     (b)  If, at the time Deltic is required to make any payment to Murphy under\nthis Agreement, Murphy owes Deltic any amount under this Agreement or the Tax\nSharing Agreement, then such amounts shall be offset and the excess shall be\npaid by the party liable for such excess.  Similarly, if at the time Murphy is\nrequired to make any payment to Deltic under this Agreement, Deltic owes Murphy\nany amount under this Agreement or the Tax Sharing Agreement, then such amounts\nshall be offset and the excess shall be paid by the party liable for such\nexcess.\n\n     (c)  All transfer, documentary, sales, use, stamp, registration and other\nsuch Taxes and fees (including any penalties and interest) incurred in\nconnection with Section 2.01 of this Agreement shall be borne and paid by the\nPerson who is receiving the property being transferred. The party that is\nrequired by applicable law to file any Return (as defined in the Tax Sharing\nAgreement) or make any payment with respect to any such Tax shall do so, and the\nother party shall cooperate with respect thereto as necessary. The non-paying\nparty shall reimburse the paying party in accordance with this Section 9.08\nwithin 5 business days after \n\n                                       22\n\n\nit receives notice of the payment of such Tax.\n \n     Section 9.09.  Existing Arrangements.  Except as otherwise contemplated\n                    ---------------------                                   \nhereby, all prior agreements and arrangements, including those relating to\ngoods, rights or services provided or licensed, between the Deltic Group and the\nMurphy Group shall be terminated effective as of the Distribution Date, if not\ntheretofore terminated.  No such agreements or arrangements shall be in effect\nafter the Distribution Date unless embodied in the Distribution Documents.\n\n     Section 9.10.  Termination Prior to the Distribution.  The Murphy Board of\n                    -------------------------------------                      \nDirectors may at any time prior to the Distribution abandon the Distribution\nand, by notice to Deltic, terminate this Agreement (whether or not the Murphy\nBoard of Directors has theretofore approved this Agreement and\/or the\nDistribution).\n\n     Section 9.11.  Captions.  The captions herein are included for convenience\n                    --------                                                   \nof reference only and shall be ignored in the construction or interpretation\nhereof.\n\n                                       23\n\n \n     IN WITNESS WHEREOF the parties hereto have caused this Distribution\nAgreement to be duly executed by these respective authorized officers as of the\ndate first above written.\n\n\n                                        MURPHY OIL CORPORATION\n\n\n\n                                        By   \/s\/ S. Cosse\n                                           ----------------------------\n                                           Name: Steven A. Cosse\n                                           Title: Senior Vice President\n\n\n\n                                        DELTIC TIMBER CORPORATION\n\n\n\n                                        By   \/s\/ Clefton D. Vaughan\n                                           -----------------------------\n                                           Name: Clefton D. Vaughan\n                                           Title: Vice President\n\n                                       24\n\n \n                                                                   SCHEDULE 5.01\n\n                               EMPLOYEE MATTERS\n\n\n     Section 1.  General.  Except as otherwise set forth in this Schedule 5.01,\n                 -------                                                       \n(a) Murphy shall retain any and all liabilities relating to or arising out of\nany employee benefit or compensation arrangement (a 'Plan') in respect of any\nemployee or former employee of Murphy and any Affiliate of Murphy who is not a\nTransferred Employee (as hereinafter defined), and (b) Murphy shall have no\nliability relating to or arising out of any Plan in respect of Transferred\nEmployees to the extent that any such liability is incurred or otherwise relates\nto any period after the Distribution Date.\n\n     Section 2.  Employees.  Except as provided in the following two sentences,\n                 ---------                                                     \nwith respect to each individual who is listed on Exhibit A hereto (collectively,\nthe 'Transferred Employees'), Deltic shall cause the employment of such\nTransferred Employee to be continued on the Distribution Date, provided that\nnothing stated herein shall limit the right of Deltic or any Subsidiary to\nterminate the employment of any Transferred Employee following the Distribution\nDate or to reduce or otherwise modify the position, responsibilities,\ncompensation or benefits of any Transferred Employee at any time.  Any\nindividual who is listed on Exhibit A hereto who is not actively employed, as of\nthe Distribution Date, by reason of disability, shall not be considered a\nTransferred Employee as of the Distribution Date.  Upon the return of any such\nindividual to active employment, (i) Deltic shall cause the employment of such\nindividual to be continued, consistent with the terms of the first sentence of\nthis Section 2, (ii) such individual shall thereafter be considered a\nTransferred Employee, and (iii) any references in this Schedule 5.01 to the\nDistribution Date shall, with respect to such individual, be deemed where\nappropriate to refer instead to the date such individual becomes a Transferred\nEmployee.  The employee benefit plans and arrangements maintained by Deltic\nshall give full service creection with any such severance or vacation plan or\npolicy, for purposes of \n\n \ndetermining the level of benefit) for any service on or prior to the\nDistribution Date of a Transferred Employee with Murphy and its Subsidiaries.\n\n     Section 3.  Defined Benefit Retirement Plan.\n                 ------------------------------- \n\n     (a)  Effective as of the Distribution Date, Murphy shall take all necessary\nactions to cause the Retirement Plan of Murphy Oil Corporation (the 'Murphy DB\nPlan') to be amended (i) to freeze, effective immediately prior to the\nDistribution Date, future benefit accruals with respect to Transferred\nEmployees, and (ii) to provide for the direct trust-to-trust transfer of assets\nand the assumption of liabilities as contemplated herein.\n\n     (b)  Prior to the Distribution Date, Deltic shall establish a defined\nbenefit pension plan which shall be qualified under Section 401(a) of the Code\n(the 'Deltic DB Plan') effective as of the Distribution Date covering\nTransferred Employees.  The Deltic DB Plan shall contain provisions comparable\nin all material respects to those of the Murphy DB Plan immediately prior to the\ntime of adoption of the Deltic DB Plan.  As soon as practicable following the\nestablishment of the Deltic DB Plan, Murphy and Deltic shall file with the IRS\nproper notice on IRS Forms 5310 regarding the transfer of assets and liabilities\nfrom the Murphy DB Plan to the Deltic DB Plan.\n\n     (c)  As soon as practical after the Distribution Date and in no event later\nthan the termination of the Transition Period, following receipt by Deltic and\nMurphy of favorable determination letters or Deltic's certification to Murphy,\nand Murphy's certification to Deltic, in a manner reasonably acceptable to both\nMurphy and Deltic, that the Murphy DB Plan and Deltic DB Plan are qualified\nunder the applicable provisions of the Code, the assets and liabilities\nassociated with all Transferred Employees shall be transferred from the Murphy\nDB Plan to the Deltic DB Plan.  The amount of assets to be transferred shall be\nequal to that amount which bears the same ratio to the assets of the Murphy DB\nPlan, as of the Distribution Date, as the accrued liability of the Transferred\nEmployees bears to the accrued liability of all participants in the Murphy DB\nPlan, as of the Distribution Date.  For purposes of the preceding sentence, the\n'accrued liability' of any participant in the Murphy DB Plan shall be calculated\nunder the \n\n\n                                       2\n\n \nentry age normal actuarial method using the same actuarial assumptions\nemployed for purposes of the most recent annual valuation of the Murphy DB Plan.\nThe assets to be transferred shall be credited (or charged) expenses, on the\nbalance outstanding from time to time from the Distribution Date to the actual\ndate of transfer, at the rate of earnings (or losses) on assets of the Murphy DB\nPlan during the period from the Distribution Date to the last day of the month\nending prior to the actual date of transfer. Notwithstanding the above, the\ntransfer of assets and liabilities from the Murphy DB Plan to the Deltic DB Plan\nshall satisfy the requirements of Code Section 414(l). Deltic and Murphy shall\neach use best efforts to effect the asset and liability transfers contemplated\nin this Section 3 as soon as practicable.\n\n     (d) Following the transfers of assets and liabilities as provided in\nparagraph (c) above, Deltic shall have no further liability whatsoever (either\nunder this Agreement or otherwise) with respect to the participants under the\nMurphy DB Plan, and Murphy shall have no further liability whatsoever (either\nunder this Agreement or otherwise) with respect to the participants under the\nDeltic DB Plan.\n\n\n     Section 4.  Defined Contribution Retirement Plans.\n                 ------------------------------------- \n\n     (a)  Effective as of the Distribution Date, Murphy shall amend the Thrift\nPlan for Employees of Murphy Oil Corporation (the 'Murphy DC Plan') (i) to cause\nthe active participation of the Transferred Employees therein to cease as of the\nDistribution Date, and (ii) to provide for the direct trust-to-trust transfer of\nplan accounts as contemplated herein.\n\n     (b)  Prior to the Distribution Date, Murphy or Deltic shall establish a\ndefined contribution retirement plan which shall be qualified under Section\n401(a) of the Code (the 'Deltic DC Plan') effective as of the Distribution Date\ncovering Transferred Employees.  The Deltic DC Plan shall contain provisions\ncomparable in all material respects to those of the Murphy DC Plan immediately\nprior to the time of adoption of the Deltic DC Plan.\n\n\n                                       3\n\n \n     (c)  No later than the date of the transfer described herein, Murphy shall\nmake all applicable 401(k), profit sharing, matching contributions and qualified\nnon-elective contributions payable under the Murphy DC Plan with respect to\nTransferred Employees for periods on or prior to the Distribution Date and shall\nbe entitled to retain any applicable reserves or accruals relating thereto.  As\nsoon as practicable following the Distribution Date, Murphy shall cause the\ntrustee of the Murphy DC Plan to transfer the full account balances of\nTransferred Employees (and beneficiaries thereof) under the Murphy DC Plan\n(which account balances will have been credited with appropriate earnings\nattributable to the period from the Distribution Date to the date of transfer\ndescribed herein), reduced by any necessary benefit or withdrawal payments to or\nin respect of Transferred Employees occurring during the period from the\nDistribution Date to the date of transfer described herein, to the appropriate\ntrustee as designated by Deltic under the trust agreement forming a part of the\nDeltic DC Plan.  Murphy and Deltic agree to take such actions and enter into\nsuch agreements, if any, that may be necessary to effect the transfer described\nherein.  In consideration for the transfer of assets described herein, Deltic\nshall, effective as of the date of transfer described herein, assume all of the\nobligations of Murphy in respect of the account balances accumulated by\nTransferred Employees under the Murphy DC Plan (exclusive of any portion of such\naccount balances which are paid or otherwise withdrawn prior to the date of\ntransfer described herein) with respect to the account balances transferred to\nthe Deltic DC Plan. Murphy hereby indemnifies Deltic against and agrees to hold\nit harmless from any liabilities or claims (including claims for benefits or for\nbreach of fiduciary duties, but excluding claims for benefits to the extent of\nthe assets transferred hereunder) relating to the Murphy DC Plan (or the\nqualified status of that Plan) which arose prior to the transfer of assets\ndescribed herein or which relate to the operation or administration of that Plan\nprior to the transfeltic hereby indemnifies Murphy against and agrees to hold it\nharmless from any liabilities or claims relating to the qualified status of the\nDeltic DC Plan or the operation or administration of that Plan following the\ntransfer of assets described herein.\n\n     (d)  As of the Distribution Date, Deltic shall assume sponsorship of the\nThrift Plan for Employees of Deltic Farm &amp; 4\n\n \nTimber, Inc. (the 'Deltic Hourly Plan') and, except as provided in the\nsucceeding sentence, Murphy shall have no further liability with respect to such\nPlan. Murphy hereby indemnifies Deltic against and agrees to hold it harmless\nfrom any liabilities or claims (excluding claims for benefits but including\nclaims for breach of fiduciary duties relating to the Deltic Hourly Plan or the\nqualified status of that Plan) which arose prior to the assumption of\nsponsorship described herein or which relate to the operation or administration\nof that Plan prior to such assumption of sponsorship. Deltic hereby indemnifies\nMurphy against and agrees to hold it harmless from any liabilities or claims\nrelating to the qualified status of the Deltic Hourly Plan or the operation or\nadministration of that Plan following the assumption of sponsorship described\nherein.\n\n     Section 5.  Welfare Plans and Worker Compensation.\n                 ------------------------------------- \n\n     (a) As soon as practicable after the Distribution Date, Deltic shall\nestablish or designate welfare benefit plans, within the meaning of Section 3(2)\nof the Employee Retirement Income Security Act of 1974, as amended, for the\nbenefit of the Transferred Employees.  Murphy shall retain liability for all\nincurred but unpaid claims of Transferred Employees and their beneficiaries as\nof the Distribution Date under the health and life insurance benefit plans\nmaintained by Murphy.  Deltic shall assume as of the Distribution Date all the\nobligations of Murphy and any of its Affiliates for any obligation to provide\ncoverage and benefits for Transferred Employees and their qualified beneftion\nAct of 1985 and Section 4980B of the Code.\n\n     (b) Deltic shall be responsible for all workers compensation claims,\nwhether arising before or after the Distribution Date, with respect to any\nTransferred Employee.  In addition, Deltic shall be entitled to retain any\napplicable reserves or accruals relating thereto.\n\n     (c) As of the Distribution Date, Deltic shall assume or retain all\nliabilities with respect to postretirement health and life insurance benefits of\nTransferred Employees.  Murphy shall retain or assume all other liabilities with\nrespect to \n\n                                       5\n\n\npostretirement health and life insurance benefits\n \n     Section 6.  Bonus and Profit Incentive Plans.  Murphy shall bear the full\n                 --------------------------------                             \ncost of any bonus or short-term incentive award for calendar 1996 for any\nTransferred Employee (the amount of which shall be determined in the ordinary\ncourse, consistent with past practice), and Deltic shall have no liability\ntherefor.  Murphy shall have no liability for, and Deltic shall bear the cost\nof, any bonus or short-term incentive awards relating to periods beginning on or\nafter January 1, 1997.\n\n     Section 7.  Severance.  The continued employment by Deltic and its\n                 ---------                                             \nAffiliates of Transferred Employees after the Distribution Date shall not be\ndeemed a severance of employment of such  Transferred Employees from Murphy for\npurposes of any policy, plan, program or agreement of Murphy or any of its\nSubsidiaries that provides for the payment of severance, salary continuation or\nsimilar benefits.\n\n     Section 8.  Nonqualified Deferred Compensation.  Deltic and its Affiliates\n                 ----------------------------------                            \nshall assume as of the Distribution Date all of the obligations and liabilities\nof Murphy and any of its Affiliates for any Transferred Employee under any\nnonqualified deferred compensation plan or arrangement maintained by Murphy.\n\n     Section 9.  No Third Party Beneficiaries.  Neither Transferred\n                 ----------------------------                      \nEmployees nor any current, former or retired employee of Murphy or its\naffiliates shall be entitled to enforce the provisions of this Schedule against\nthe respective parties as third party beneficiaries thereof.\n\n                                       6\n\n \n                          Exhibit A to Schedule 5.01\n\n                             Transferred Employees\n\n\n\n                                       7\n\n \n                                                                   SCHEDULE 6.01\n\n\n                       SERVICES DURING TRANSITION PERIOD\n\n     Set forth below are the services (each numbered item, a 'Service' and\ncollectively, the 'Services') that the Murphy Group will provide to the Deltic\nGroup during the Transition Period and the Costs related thereto.\n\n \n \n \n===============================================================================\n                                                                      Costs\n                 Services                                           (per month)\n                 --------                                           -----------\n-------------------------------------------------------------------------------\n                                                                  \nOffice Facilities - Rental.\n\n   1.  Murphy shall provide the Deltic Group with use of the office    $ 4,200\n   facilities at 200 Peach Street, El Dorado, Arkansas that are \n   occupied and in use by the Deltic Group as of the Distribution \n   Date (the 'Office Facilities').\n--------------------------------------------------------------------------------\nOffice Facilities - Usage.\n\n   2.  The Murphy Group shall provide the Deltic Group with services   $15,750\n   substantially similar to those provided to the Deltic Group prior \n   to the Distribution Date in connection with the Deltic Group's \n   usage of the Office Facilities in the ordinary course of business.  \n   Such services shall include, without limitation: (i) janitorial \n   service; (ii) telephone service; (iii) provision of utilities, \n   including electricity, gas and water; (iv) provision of office \n   equipment for use by the Deltic Group, including photocopying \n   equipment, fax machines and personal computers; (v) contract \n   mechanical maintenance service; (vi) contract fire system \n   maintenance; (vii) contract elevator maintenance; (viii) payment \n   of property taxes related to the Office Facilities; (ix) provision \n   of insurance for the Office Facilities; and (x) provision of \n   building engineers and maintenance supplies related to the Office \n   Facilities.\n--------------------------------------------------------------------------------\n \n\n\n \n \n \n\n\n\n                                                                   \n================================================================================\n                                                                       Costs\n                 Services                                            (per month)\n                 --------                                            -----------\n                                                                     \nAdministrative Functions.                                            \n                                                                     \n   The Murphy Group shall provide the Deltic Group                   \n   with such administrative services as are reasonably               \n   required by the Deltic Group and are substantially                \n   similar to those provided to the Deltic Group by the              \n   Murphy Group prior to the Distribution Date in the                \n   following areas (the 'Administrative Services'):                  \n                                                                     \n   3.  Controllers                                                     $ 6,900\n   4.  Environmental Affairs                                             6,700\n   5.  Human Resources                                                  14,250\n   6.  Information Systems                                               5,725\n   7.  Insurance                                                         8,000\n   8.  Law                                                              14,400\n   9.  Purchasing                                                        1,500\n   10. Treasury and Tax\/1\/                                              15,200\n                                                                       -------\n                                                                       $72,675\n                                                                       =======\n                                                                   \n                                                           In the event that there \n                                                           is a significant increase \n                                                           or decrease in the level \n                                                           of activity required by \n                                                           Murphy personnel in provid-\n                                                           ing any of the Administra-\n                                                           tive Services, Murphy and \n                                                           Deltic hereby agree to \n                                                           renegotiate in good faith \n                                                           the Costs associated \n                                                           therewith.         \n--------------------------------------------------------------------------------\n \n \n\/1\/ Includes preparation and filing of consolidated Federal Tax Returns for all \nPre-Distribution Periods (in each case, as defined in the Tax Sharing Agreement)\npursuant to Section 2(c) of the Tax Sharing Agreement.\n\n\n                                       2\n\n \n \n\n============================================================================================================= \n                                                                                          Costs  \n                           Services                                                    (per month)\n                           --------                                                    ----------- \n                                                                                \n11. Insurance                                                                   \n                                                                                \n    The insurance policies listed below (with applicable expiration               In the event that Murphy\n    dates) have been purchased by Murphy and provide coverage for various         incurs any retroactive\n    activities and assets of the Deltic Group.  Murphy has previously             premium adjustments or\n    collected from Deltic its pro rata portion of the initial premiums under      refunds attributable to\n    such policies.  For each policy, prior to expiration Murphy shall assist      claims or coverage\n    Deltic in processing claims and such other matters as may be requested        applicable to the Deltic\n    by Deltic. Following expiration of each policy, Murphy shall not be           Group, Murphy shall\n    obligated to renew or replace such policy for the benefit of Deltic and       invoice or credit Deltic\n    Deltic may procure any replacement or other policy as it may desire.          for such charges, as\n                                                                                  applicable.\n                                                                                \nPolicy                  Insurance Carrier                     Expiration Date   \n-----------------------------------------------------------------------------   \nWorkers'                Reliance National                       06\/01\/97        \nCompensation            Indemnity Company                                       \nAutomobile              Reliance National                       06\/01\/97        \nLiability               Indemnity Company                                       \nGeneral                 Reliance National                       06\/01\/97        \nLiability               Indemnity Company                                       \nExcess                  Lloyds\/XL\/OCIL\/AC                       04\/30\/97        \nLiability                                                                       \nBusiness                Life Insurance                          07\/02\/97        \nTravel\/                 Company of North                                        \nAccident                America                                                 \nDirectors &amp; National Union Fire                     09\/30\/97        \nOfficers                Insurance Company                                       \nLiability                                                                       \n============================================================================================================= \n\n\n                                       3\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7297,8274],"corporate_contracts_industries":[9484,9412],"corporate_contracts_types":[9622,9628],"class_list":["post-43381","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-deltic-timber-corp","corporate_contracts_companies-murphy-oil-corp","corporate_contracts_industries-materials__wood","corporate_contracts_industries-energy__refining","corporate_contracts_types-planning","corporate_contracts_types-planning__separation"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43381","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43381"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43381"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43381"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43381"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}