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Wisconsin Asset Purchase Agreement

Section 14.09. Full agreement. This agreement (including the timetables and exhibits outlined in this agreement) and the confidentiality agreement constitute the whole agreement between the parties regarding the purpose of this agreement and agreement and complement all previous written and oral agreements between the parties regarding the purpose of this agreement and that of this agreement. (b) the purchaser undertakes to be (i) valid from closing, to be the “successor” to all the objectives of the collective agreement and to provide all necessary compensation and benefits under the terms of the agreement; (ii) be effective from the conclusion, (i) be bound by other terms, and all the terms of the collective agreement and (iii) the implementation and provision of all documents and agreements necessary for the implementation of the above; However, provided that the seller, except for paid leave, retains and is solely responsible for all debts, obligations and expenses of compensation and compensation of union staff for periods prior to the closing date (the “Retained Union Employeee Benefit Liabilities”), except for paid leave and sick periods credited by the purchaser in accordance with Section 9.05. “sales contract,” any agreement relating to the purchase by the seller or one of its subsidiaries of materials, supplies, goods, services, equipment or other assets. (b) From the close, the buyer will support the sponsorship of the savings plan for Murphy Oil USA employees, Inc. represented by the International Union of Operating Engineers AFL-CIO, Local No. 305, Superior, Wisconsin (As Restated Generally January 1, 2002 including Amendments Made Between 2002 and 2008), a defined contribution plan to be considered in accordance with Section 401 (a) of the code and its confidence (the “Union Plan”DDC); provided that the seller takes the necessary steps to freeze the Murphy Oil Common Stock Fund from the reference date for new investment contributions or intra-fund transfers to that fund. At the latest after closing or after closing (but under no circumstances later than required by law), the seller must make all contributions and loan repayments required for the period prior to closing in accordance with the terms of the Union DC plan (including, without restriction, all upstream and after-tax contributions and loan repayments from Union DC plan participants , which are deducted from the compensation of the participants for the period prior to closing). Subject to the buyer`s replacement rights153 under Section 12, from and after closing, the purchaser and the Union DC Plan assume all assets and liabilities under the Union DC plan and the seller has no obligation or liability for benefits under the Union DC plan, and the buyer will defend the seller against any claim, loss, liability or expense in connection with the Union DC plan and compensate. Union Employs153s participation in the Union DC plan, including benefit rights under the Union DC plan.