Delaware
|
2911
|
71-0361522
|
(State
or Other Jurisdiction of
Incorporation
or Organization)
|
(Primary
Standard Industrial
Classification
Code Number)
|
(I.R.S.
Employer
Identification
Number)
|
200
Peach Street
P.O.
Box 7000
El
Dorado, AR 71731-7000
(870)
862-6411
|
||
(Address,
Including Zip Code, and Telephone Number, Including Area Code, of
Registrant’s Principal Executive
Offices)
|
MURPHY
OIL CORPORATION
2008
STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
|
(Full
Title of the Plan)
|
Steven
A. Cossé, Esq.
Executive
Vice President and General Counsel
200
Peach Street
Post
Office Box 7000
El
Dorado, AR 71731-7000
|
|||||||
(Name
and Address of Agent for Service)
Telephone
number, including area code, of agent for service: (870)
862-6411
|
|||||||
|
|||||||
Copy
to:
|
|||||||
Barbara
Nims, Esq.
Davis
Polk & Wardwell
450
Lexington Avenue
New
York, NY 10017
(212)
450-4000
|
CALCULATION
OF REGISTRATION FEE
|
||||
Title
Of Securities To Be Registered
|
Amount
To Be Registered
|
Proposed
Maximum Offering Price Per Share(1)
|
Proposed
Maximum Aggregate Offering Price(1)
|
Amount
Of
Registration
Fee(1)
|
Murphy
Oil Corporation Common Stock, par value $1.00 per share
|
500,000
|
$42.84
|
$21,270,000
|
$836
|
(1)
|
Estimated
solely for the purpose of computing the amount of the registration fee
pursuant to Rule 457(c) and (h)(1) under the Securities Act of 1933, as
amended (the “1933 Act”), solely for the purpose of computing the
registration fee, based on the average of the high and low prices of
Common Stock being registered hereby on the New York Stock Exchange LLC on
February 2, 2009.
|
|
4.1
|
Certificate
of Incorporation of the Registrant, as amended, effective May 11, 2005,
filed as Exhibit 3.1 to the Registrant’s Form 10-Q report for the
quarterly period ended June 30, 2005, filed on August 5, 2005 (1934 Act
File No. 001-08590).*
|
|
4.2
|
By-Laws
of Registrant, as amended, effective August 6, 2008, filed as Exhibit 3.2
to the Registrant’s Form 8-K, filed on August 6, 2008 (1934 Act File No.
001-08590).*
|
|
5.1
|
Opinion
of Walter K. Compton, Esq.
|
|
23.1
|
Consent
of Independent Registered Public Accounting Firm, KPMG
LLP.
|
|
23.2
|
Consent
of Walter K. Compton, Esq. (included in Exhibit
5.1).
|
|
24
|
Power
of Attorney (included on the signature pages of this Registration
Statement).
|
|
99.1
|
Murphy
Oil Corporation 2008 Stock Plan for Non-Employee
Directors.
|
MURPHY
OIL CORPORATION
|
|||
By:
|
/s/ Walter
K. Compton
|
||
Name:
|
Walter
K. Compton
|
||
Title:
|
Vice
President
|
Signature
|
Title
|
|
/s/ William
C. Nolan, Jr.
|
Chairman
and Director
|
|
William
C. Nolan, Jr.
|
||
/s/ David
M. Wood
|
President
and Chief Executive Officer and Director (Principal Executive
Officer)
|
|
David
M. Wood
|
||
/s/ Frank
W. Blue
|
Director
|
|
Frank
W. Blue
|
||
/s/ Claiborne
P. Deming
|
Director
|
|
Claiborne
P. Deming
|
||
/s/ Robert
A. Hermes
|
Director
|
|
Robert
A. Hermes
|
||
/s/ James
V. Kelley
|
Director
|
|
James
V. Kelley
|
Signature
|
Title
|
|
/s/ R.
Madison Murphy
|
Director
|
|
R.
Madison Murphy
|
||
/s/ Ivar
B. Ramberg
|
Director
|
|
Ivar
B. Ramberg
|
||
/s/ Neal
E. Schmale
|
Director
|
|
Neal
E. Schmale
|
||
/s/ David
J.H. Smith
|
Director
|
|
David
J.H. Smith
|
||
/s/ Caroline
G. Theus
|
Director
|
|
Caroline
G. Theus
|
||
/s/ Kevin
G. Fitzgerald
|
Senior
Vice President and Chief Financial Officer (Principal Financial
Officer)
|
|
Kevin
G. Fitzgerald
|
||
/s/ John
W. Eckart
|
Vice
President and Controller (Principal Accounting Officer)
|
|
John
W. Eckart
|
Exhibit
Number
|
Exhibit
|
|
4.1
|
Certificate
of Incorporation of the Registrant, as amended, effective May 11, 2005,
filed as Exhibit 3.1 to the Registrant’s Form 10-Q report for the
quarterly period ended June 30, 2005, filed on August 5, 2005 (1934 Act
File No. 001-08590).*
|
|
4.2
|
By-Laws
of Registrant, as amended, effective August 6, 2008, filed as Exhibit 3.2
to the Registrant’s Form 8-K, filed on August 6, 2008 (1934 Act File No.
001-08590).*
|
|
5.1
|
Opinion
of Walter K. Compton, Esq.
|
|
23.1
|
Consent
of Independent Registered Public Accounting Firm, KPMG
LLP.
|
|
23.2
|
Consent
of Walter K. Compton, Esq. (included in Exhibit 5.1).
|
|
24
|
Power
of Attorney (included on the signature pages of this Registration
Statement).
|
|
99.1
|
Murphy
Oil Corporation 2008 Stock Plan for Non-Employee
Directors.
|
|
*
Incorporated herein by reference.
|