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EXHIBIT 99.2
MURPHY OIL
CORPORATION
PERFORMANCE-BASED RESTRICTED
STOCK UNIT GRANT AGREEMENT
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Performance-Based
Restricted Stock
Unit
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Name of Grantee
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Number of Restricted
Stock
Units Subject to this
Grant
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This Performance-Based Restricted
Stock Unit Award (the “Award”) granted on and dated
February 3, 2009, by Murphy Oil Corporation, a Delaware
corporation (the “Company”), pursuant to and for the
purposes of the 2007 Long-Term Incentive Plan (the
“Plan”).
This Agreement is subject to the
following terms and provisions:
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1.
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The Company
hereby grants to the employee named above (the
“Grantee”) a Performance-Based Award of Restricted
Stock Units each equal in value to one share of Common Stock of the
Company.
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2.
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This Award is
subject to the following vesting and time lapse
restrictions:
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(a)
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In the event
that the Performance Measures are satisfied in accordance with the
Plan as set forth in point 3 below, the size of the Award will be
determined and the Grantee will be paid in the value of his units
in shares of Company stock during the first quarter of the fiscal
year immediately following the completion of the three year
performance measurement period.
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(b)
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In the event
that the Grantee terminates his employment anytime prior to the
completion of the full three-year performance measurement period,
except for reason of death, disability, or retirement as set forth
below, he will forfeit all units pursuant to this Award.
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(c)
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In the event of
death, disability, or retirement, the Grantee will receive the
pro-rata number of units earned for performance completed based
upon the number of months worked pursuant to this Award up to the
time of the death, disability, or retirement event. In the event
that the Performance Measures are satisfied in accordance with the
Plan and as set forth in point 3 below, the size of the Award will
be determined and the Grantee will be paid his shares during the
first quarter of the fiscal year immediately following the
completion of the three year performance measurement
period.
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3.
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The Performance Measure for
this Award is Murphy Oil Corporation’s total shareholder
return (“TSR”) over the four applicable measurement
periods compared to the TSR of the Company’s peer group. The
amount of the award earned is based on Murphy’s percentile
ranking in TSR over each of the four performance periods compared
to that of the peer group. The portion of the award earned will be
interpolated for points between the 25 th and 90 th percentiles.
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Percentile Rank
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Payout Percentage
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Below 25 th Percentile
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0.0%
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25 th Percentile
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50.0%
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50 th Percentile
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100.0%
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75 th Percentile
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125.0%
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At or Above 90
th Percentile
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150.0%
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EXHIBIT 99.2 (Contd.)
Performance Schedule -
Performance Based Restricted Stock Unit Grant *
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Number of Units
Available
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Percent (%) of
Restricted Stock
Units Allocated to
Measurement
Period
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Measurement Period
Murphy TSR
vs.
Peer Group TSR
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Murphy TSR
Equals 25 th
Percentile of Peer
Group TSR
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Murphy TSR
Equals 50 th
Percentile of Peer
Group TSR
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Murphy TSR
Equals 75 th
Percentile of
Peer Group TSR
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Murphy TSR
Equals 90 th
Percentile of Peer
Group TSR
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Date when Units
Earned will be
Paid
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