Marathon Oil Corp. Contracts & Agreements

Agreement and Plan of Merger, dated as of May 28, 2024, among Marathon Oil Corporation, ConocoPhillips and Puma Merger Sub Corp (Filed With SEC on May 29, 2024)

2024 Form of Marathon Oil Corporation 2019 Incentive Compensation Plan Restricted Stock Unit Award Agreement for Section 16 Officers (Filed With SEC on May 2, 2024)

2024 Form of Marathon Oil Corporation 2019 Incentive Compensation Plan Performance Unit Award Agreement 2024 - 2025 Performance Cycle for Section 16 Officers (Filed With SEC on May 2, 2024)

2024 Form of Marathon Oil Corporation 2019 Incentive Compensation Plan Performance Unit Award Agreement 2024 - 2026 Performance Cycle for Section 16 Officers (Filed With SEC on May 2, 2024)

Underwriting Agreement by and among Marathon Oil Corporation, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, dated March 26, 2024 (Filed With SEC on March 28, 2024)

Terms of 5.300% Senior Notes due 2029 (Filed With SEC on March 28, 2024)

Terms of 5.700% Senior Notes due 2034 (Filed With SEC on March 28, 2024)

Description of Registrants Securities (Filed With SEC on February 22, 2024)

Marathon Oil Corporation Officer Change in Control Severance Benefits Plan (As amended effective January 31, 2024) (Filed With SEC on February 22, 2024)

Incremental Commitment Supplement, dated as of September 19, 2023, to the Amended and Restated Credit Agreement dated as of May 28, 2014, as amended by the First Amendment, dated... (Filed With SEC on November 2, 2023)

Marathon Oil Corporation Executive Tax, Estate and Financial Planning Program, Amended and Restated Effective January 1, 2024 (Filed With SEC on November 2, 2023)

2023 Form of Marathon Oil Corporation 2019 Incentive Compensation Plan Performance Unit Award Agreement 2023 - 2024 Performance Cycle for Section 16 Officers (Filed With SEC on May 4, 2023)

2023 Form of Marathon Oil Corporation 2019 Incentive Compensation Plan Performance Unit Award Agreement 2023 - 2025 Performance Cycle for Section 16 Officers (Filed With SEC on May 4, 2023)

Description of Registrants Securities (Filed With SEC on February 16, 2023)

Summary Director Compensation Arrangement, effective 2023 (Filed With SEC on February 16, 2023)

Term Credit Agreement, dated as of November 22, 2022, among Marathon Oil Corporation, Morgan Stanley Senior Funding, Inc., as administrative agent, and the other financial... (Filed With SEC on November 29, 2022)

Marathon Oil Corporation Executive Tax, Estate and Financial Planning Program, Amended and Restated Effective July 27, 2022 (Filed With SEC on November 3, 2022)

Seventh Amendment, dated as of (Filed With SEC on August 2, 2022)

2022 Form of Marathon Oil Corporation 2019 Incentive Compensation Plan Performance Unit Award Agreement 2022 - 2023 Performance Cycle for Section 16 Officers (Filed With SEC on May 5, 2022)

2022 Form of Marathon Oil Corporation 2019 Incentive Compensation Plan Performance Unit Award Agreement 2022 - 2024 Performance Cycle for Section 16 Officers (Filed With SEC on May 5, 2022)

Description of Registrants Securities (Filed With SEC on February 17, 2022)

2021 Form of Marathon Oil Corporation 2019 Incentive Compensation Plan Restricted Stock Unit Award Agreement for Section 16 Officers (Filed With SEC on May 6, 2021)

2021 Form of Marathon Oil Corporation 2019 Incentive Compensation Plan Performance Unit Award Agreement 2021 - 2022 Performance Cycle for Section 16 Officers (Filed With SEC on May 6, 2021)

2021 Form of Marathon Oil Corporation 2019 Incentive Compensation Plan Performance Unit Award Agreement 2021 - 2023 Performance Cycle for Section 16 Officers (Filed With SEC on May 6, 2021)

Description of Registrants Securities (Filed With SEC on February 23, 2021)

2021 Form of Marathon Oil Corporation 2019 Incentive Compensation Plan Restricted Stock Unit Award Agreement for Non-Employee Directors (Filed With SEC on February 23, 2021)

Summary Director Compensation Arrangement, effective 2021 (Filed With SEC on February 23, 2021)

Marathon Oil Corporation Officer Change in Control Severance Benefits Plan (As amended effective January 27, 2021) (Filed With SEC on February 23, 2021)

Fifth Amendment, dated as of December 4, 2020, to the Amended and Restated Credit Agreement dated as of May 28, 2014, as amended by the First Amendment, dated as of May 5, 2015,... (Filed With SEC on December 8, 2020)

Description of Registrants Securities (Filed With SEC on February 20, 2020)

2019 Form of Marathon Oil Corporation 2019 Incentive Compensation Plan Performance Unit Award Agreement for Section 16 Officers (Filed With SEC on February 20, 2020)

Marathon Oil Corporation Officer Change in Control Severance Benefits Plan (As amended effective October 30, 2019) (Filed With SEC on November 7, 2019)

Fourth Amendment, dated as of September 24, 2019, to the Amended and Restated Credit Agreement dated as of May 28, 2014, as amended by the First Amendment dated as of May 5, 2015,... (Filed With SEC on September 24, 2019)

Form of Marathon Oil Corporation 2019 Incentive Compensation Plan Restricted Stock Award Agreement for Section 16 Officers (Filed With SEC on August 8, 2019)

Form of Marathon Oil Corporation 2019 Incentive Compensation Plan Nonqualified Stock Option Award Agreement for Section 16 Officers (Filed With SEC on August 8, 2019)

Form of Marathon Oil Corporation 2019 Incentive Compensation Plan Restricted Stock Unit Award Agreement for Section 16 Officers (Filed With SEC on August 8, 2019)

Form of Marathon Oil Corporation 2019 Incentive Compensation Plan Restricted Stock Unit Award Agreement for Non-Employee Directors (Filed With SEC on August 8, 2019)

2019 Form of Marathon Oil Corporation 2016 Incentive Compensation Plan Restricted Stock Award Agreement for Section 16 Officers (Filed With SEC on May 2, 2019)

2019 Form of Marathon Oil Corporation 2016 Incentive Compensation Plan Nonqualified Stock Option Award Agreement for Section 16 Officers (Filed With SEC on May 2, 2019)

2019 Form of Marathon Oil Corporation 2016 Incentive Compensation Plan Restricted Stock Unit Award Agreement for Section 16 Officers (Filed With SEC on May 2, 2019)

2019 Form of Marathon Oil Corporation 2016 Incentive Compensation Plan Performance Unit Award Agreement for Section 16 Officers (Filed With SEC on May 2, 2019)

Summary Director Compensation Arrangement, effective 2019 (Filed With SEC on May 2, 2019)

Bond Purchase Agreement, dated as of November 28, 2017, between Marathon Oil Corporation, the Parish of St. John the Baptist, State of Louisiana, and Morgan Stanley & Co. LLC (Filed With SEC on February 22, 2018)

Form of Marathon Oil Corporation 2016 Incentive Compensation Plan Performance Unit Award Agreement for Section 16 Officers (Filed With SEC on February 22, 2018)

Form of Marathon Oil Corporation 2016 Incentive Compensation Plan Performance Unit Award Agreement for Officers (Filed With SEC on February 22, 2018)

Marathon Oil Corporation Officer Change in Control Severance Benefits Plan (as amended, effective January 1, 2018) (Filed With SEC on February 22, 2018)

[Remainder of page intentionally left blank.] (Filed With SEC on August 3, 2017)

MARATHON OIL CORPORATION 4.400% Senior Notes due 2027 (Filed With SEC on July 24, 2017)

MARATHON OIL CORPORATION DEBT SECURITIES Underwriting Agreement (Filed With SEC on July 18, 2017)

SHARE PURCHASE AGREEMENTby and amongMARATHON OIL DUTCH HOLDINGS B.V.as Seller, and10084751 CANADA LIMITED as a Buyer,andCANADIAN NATURAL RESOURCES LIMITEDas a Buyer, in respect of... (Filed With SEC on May 5, 2017)

SEPARATION AGREEMENT (Filed With SEC on March 31, 2017)

CONSULTING SERVICES AGREEMENT (Filed With SEC on March 31, 2017)

MARATHON OIL CORPORATION 2016 INCENTIVE COMPENSATION PLAN RESTRICTED STOCK AWARD AGREEMENT with 3-year pro-rata vesting {insert grant date} Section 16 Officer (Filed With SEC on February 24, 2017)

MARATHON OIL CORPORATION 2016 INCENTIVE COMPENSATION PLAN NONQUALIFIED STOCK OPTION AWARD AGREEMENT [GRANT DATE] Section 16 Officer (Filed With SEC on February 24, 2017)

MARATHON OIL CORPORATION 2016 INCENTIVE COMPENSATION PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT with 3-year cliff vesting {insert grant date} Non-Employee Director (Filed With SEC on February 24, 2017)

MARATHON OIL CORPORATION 2016 INCENTIVE COMPENSATION PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT with 3-year cliff vesting {insert grant date} Canada Non-Employee Director (Filed With SEC on February 24, 2017)

MARATHON OIL CORPORATION DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS (Amended and Restated as of December 20, 2016) (Filed With SEC on February 24, 2017)

MARATHON OIL CORPORATION 2016 INCENTIVE COMPENSATION PLAN RESTRICTED STOCK AWARD AGREEMENT with 3-year cliff vesting {insert grant date} Section 16 Officer (Filed With SEC on October 6, 2016)

SEPARATION AGREEMENT (Filed With SEC on September 29, 2016)

CONSULTING SERVICES AGREEMENT (Filed With SEC on September 29, 2016)

SEPARATION AGREEMENT (Filed With SEC on September 29, 2016)

MARATHON OIL CORPORATION COMMON STOCK, PAR VALUE $1.00 PER SHARE Underwriting Agreement (Filed With SEC on March 4, 2016)

MARATHON OIL CORPORATION OFFICERS CERTIFICATE PURSUANT TO SECTIONS 1.02, 2.01, 3.01 AND 3.03 OF THE INDENTURE June 10, 2015 (Filed With SEC on June 15, 2015)

MARATHON OIL CORPORATION DEBT SECURITIES Underwriting Agreement (Filed With SEC on June 3, 2015)

Marathon Oil Corporation 2011 Officer Change in Control Severance Benefits Plan (As amended, effective November 1, 2014) (Filed With SEC on March 2, 2015)

MARATHON OIL CORPORATION 2012 INCENTIVE COMPENSATION PLAN NONQUALIFIED STOCK OPTION AWARD AGREEMENT [GRANT DATE] Section 16 Officer (Filed With SEC on August 1, 2014)

MARATHON OIL CORPORATION 2012 INCENTIVE COMPENSATION PLAN PERFORMANCE UNIT AWARD AGREEMENT 2014 - 2016 PERFORMANCE CYCLE Section 16 Officer (Filed With SEC on May 7, 2014)

MARATHON OIL CORPORATION 2012 INCENTIVE COMPENSATION PLAN PERFORMANCE UNIT AWARD AGREEMENT 2014 - 2016 PERFORMANCE CYCLE Officer (Filed With SEC on May 7, 2014)

MARATHON OIL CORPORATION DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS (Amended and Restated as of January 1, 2012) (Filed With SEC on May 7, 2014)

MARATHON OIL CORPORATION, Issuer and JPMORGAN CHASE BANK, Trustee INDENTURE Dated as of February26, 2002 Senior Debt Securities Reconciliation and Tie between Sections 3.10... (Filed With SEC on February 28, 2014)

MARATHON OIL CORPORATION 2012 INCENTIVE COMPENSATION PLAN NONQUALIFIED STOCK OPTION AWARD AGREEMENT [GRANT DATE] Initial CEO Option Grant (Filed With SEC on November 6, 2013)

MARATHON OIL CORPORATION 2012 INCENTIVE COMPENSATION PLAN CEO RESTRICTED STOCK AGREEMENT (3-year pro rate vesting) [GRANT DATE] (Filed With SEC on November 6, 2013)

MARATHON OIL CORPORATION 2012 INCENTIVE COMPENSATION PLAN CEO RESTRICTED STOCK AWARD AGREEMENT (3 year cliff vesting) [GRANT DATE] (Filed With SEC on November 6, 2013)

BONUS AGREEMENT UPON COMMENCEMENT OF EMPLOYMENT (Filed With SEC on November 6, 2013)

MARATHON OIL CORPORATION 2012 INCENTIVE COMPENSATION PLAN PERFORMANCE UNIT AWARD AGREEMENT 2013 - 2015 PERFORMANCE CYCLE Section 16 Officer (Filed With SEC on May 10, 2013)

MARATHON OIL CORPORATION 2012 INCENTIVE COMPENSATION PLAN PERFORMANCE UNIT AWARD AGREEMENT 2013 - 2015 PERFORMANCE CYCLE Officer (Filed With SEC on May 10, 2013)

MARATHON OIL CORPORATION 2012 INCENTIVE COMPENSATION PLAN NONQUALIFIED STOCK OPTION AWARD AGREEMENT [GRANT DATE] Section 16 Officer (Filed With SEC on February 22, 2013)

MARATHON OIL CORPORATION 2012 INCENTIVE COMPENSATION PLAN NONQUALIFIED STOCK OPTION AWARD AGREEMENT [GRANT DATE] Officer (Filed With SEC on February 22, 2013)

MARATHON OIL CORPORATION 2012 INCENTIVE COMPENSATION PLAN SECTION 16 OFFICER RESTRICTED STOCK AWARD AGREEMENT [GRANT DATE] (Filed With SEC on February 22, 2013)

MARATHON OIL CORPORATION 2012 INCENTIVE COMPENSATION PLAN OFFICER RESTRICTED STOCK AWARD AGREEMENT [GRANT DATE] (Filed With SEC on February 22, 2013)

MARATHON OIL CORPORATION 2012 INCENTIVE COMPENSATION PLAN SECTION 16 OFFICER RESTRICTED STOCK AWARD AGREEMENT [GRANT DATE] (Filed With SEC on February 22, 2013)

MARATHON OIL CORPORATION 2012 INCENTIVE COMPENSATION PLAN OFFICER RESTRICTED STOCK AWARD AGREEMENT with 3 year pro-rata vesting [GRANT DATE] (Filed With SEC on February 22, 2013)

MARATHON OIL CORPORATION 2012 INCENTIVE COMPENSATION PLAN NONQUALIFIED STOCK OPTION AWARD AGREEMENT [GRANT DATE] Non-Officer (Filed With SEC on February 22, 2013)

MARATHON OIL CORPORATION 2012 INCENTIVE COMPENSATION PLAN RESTRICTED STOCK AWARD AGREEMENT with pro-rata vesting {insert grant date} (Filed With SEC on February 22, 2013)

MARATHON OIL CORPORATION 2012 INCENTIVE COMPENSATION PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT with 3 year pro-rata vesting {insert grant date} (Filed With SEC on February 22, 2013)

Robert L. Sovine, Jr.[Marathon Oil Corporation Logo]Vice President, Human ResourcesMarathon Oil Corporation5555 San Felipe StreetHouston, Texas 77056Telephone (713) 296 ***@*** (Filed With SEC on December 18, 2012)

MARATHON OIL CORPORATION DEBT SECURITIES Underwriting Agreement (Filed With SEC on October 29, 2012)

MARATHON OIL CORPORATION OFFICERS CERTIFICATE PURSUANT TO SECTIONS 1.02, 2.01, 3.01 AND 3.03 OF THE INDENTURE October 29, 2012 (Filed With SEC on October 29, 2012)

MARATHON OIL CORPORATION 2007 INCENTIVE COMPENSATION PLAN PERFORMANCE UNIT AWARD AGREEMENT 2012-2014 PERFORMANCE CYCLE Section 16 Officer (Filed With SEC on May 4, 2012)

First Amendment to the Marathon Oil Corporation Executive Change in Control Severance Benefits Plan (Filed With SEC on May 4, 2012)

Marathon Oil Corporation 2011 Officer Change in Control Severance Benefits Plan (For Officers Hired or Promoted after October 26, 2011) (Filed With SEC on May 4, 2012)

CREDIT AGREEMENT dated as of April 5, 2012, among MARATHON OIL CORPORATION The Lenders Party Hereto THE ROYAL BANK OF SCOTLAND PLC, as Syndication Agent, CITIBANK, N.A. MORGAN... (Filed With SEC on April 10, 2012)

MARATHON OIL CORPORATION 2007 INCENTIVE COMPENSATION PLAN (Filed With SEC on February 29, 2012)

MARATHON OIL CORPORATION 2007 INCENTIVE COMPENSATION PLAN NONQUALIFIED STOCK OPTION AWARD AGREEMENT [GRANT DATE] Officer (Filed With SEC on February 29, 2012)

MARATHON OIL CORPORATION 2007 INCENTIVE COMPENSATION PLAN OFFICER RESTRICTED STOCK AWARD AGREEMENT [GRANT DATE] (Filed With SEC on February 29, 2012)

MARATHON OIL CORPORATION 2007 INCENTIVE COMPENSATION PLAN PERFORMANCE UNIT AWARD AGREEMENT July 2011December 2012 PERFORMANCE CYCLE Section 16 Officer (Filed With SEC on February 29, 2012)

MARATHON OIL CORPORATION 2007 INCENTIVE COMPENSATION PLAN PERFORMANCE UNIT AWARD AGREEMENT July 2011December 2012 PERFORMANCE CYCLE (Filed With SEC on February 29, 2012)

MARATHON OIL CORPORATION 2007 INCENTIVE COMPENSATION PLAN PERFORMANCE UNIT AWARD AGREEMENT July 2011December 2013 PERFORMANCE CYCLE Section 16 Officer (Filed With SEC on February 29, 2012)

MARATHON OIL CORPORATION 2007 INCENTIVE COMPENSATION PLAN PERFORMANCE UNIT AWARD AGREEMENT July 2011 - December 2013 PERFORMANCE CYCLE (Filed With SEC on February 29, 2012)

MARATHON OIL COMPANY EXCESS BENEFIT PLAN Amended and Restated As Of The DistributionDate EXCESS BENEFIT PLAN (Filed With SEC on February 29, 2012)

MARATHON OIL COMPANY DEFERRED COMPENSATION PLAN Amended & Restated Effective June 30, 2011 MARATHON OIL COMPANY DEFERRED COMPENSATION PLAN (Filed With SEC on February 29, 2012)

PURCHASE AND SALE AGREEMENT between HILCORP RESOURCES HOLDINGS, LP, and MARATHON OIL COMPANY Dated as of May 31, 2011 (Filed With SEC on August 8, 2011)

AMENDMENT TO EMPLOYEE MATTERS AGREEMENT (Filed With SEC on August 8, 2011)

SEPARATION AND DISTRIBUTIONAGREEMENT Dated as of May 25, 2011 Among MARATHON OIL CORPORATION, MARATHON OIL COMPANY and MARATHON PETROLEUM CORPORATION TABLE OF CONTENTS (Filed With SEC on May 26, 2011)

TAX SHARING AGREEMENT by and between Marathon Oil Corporation, Marathon Petroleum Corporation, and MPC Investment LLC Dated as of May 25, 2011 TAX SHARING AGREEMENT (Filed With SEC on May 26, 2011)

EMPLOYEE MATTERS AGREEMENT Dated as of May 25, 2011 by and between MARATHON OIL CORPORATION and MARATHONPETROLEUM CORPORATION Table of Contents (Filed With SEC on May 26, 2011)

TRANSITION SERVICES AGREEMENT (Filed With SEC on May 26, 2011)

MARATHON OIL CORPORATION 2007 INCENTIVE COMPENSATION PLAN NONQUALIFIED STOCK OPTION AWARD AGREEMENT [GRANT DATE] Section 16 Officer (Filed With SEC on February 28, 2011)

MARATHON OIL CORPORATION 2007 INCENTIVE COMPENSATION PLAN SECTION 16 OFFICER RESTRICTED STOCK AWARD AGREEMENT [GRANT DATE] (Filed With SEC on February 28, 2011)

MARATHON OIL CORPORATION 2007 INCENTIVE COMPENSATION PLAN PERFORMANCE UNIT AWARD AGREEMENT 2010-2012 PERFORMANCE CYCLE Section 16 Officer (Filed With SEC on February 28, 2011)

MARATHON OIL CORPORATION POLICY FOR REPAYMENT OF ANNUAL CASH BONUS AMOUNTS (Filed With SEC on February 28, 2011)

MARATHON PETROLEUM CORPORATION, Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Trustee INDENTURE Dated as of February 1, 2011 Senior DebtSecurities Reconciliation and... (Filed With SEC on February 1, 2011)

MARATHON PETROLEUM CORPORATION 3 1/2% Senior Notes due 2016 5 1/8% Senior Notes due 2021 6 1/2% Senior Notes due 2041 (Filed With SEC on February 1, 2011)

GUARANTEE BY MARATHON OILCORPORATION in favor of THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee for the Holders ofthe Securities Specified Below of MARATHON PETROLEUM... (Filed With SEC on February 1, 2011)

REGISTRATION RIGHTS AGREEMENT (Filed With SEC on February 1, 2011)

MARATHON OIL CORPORATION DEFERRED COMPENSATION PLAN (Filed With SEC on February 27, 2009)

MARATHON OIL COMPANY EXCESS BENEFIT PLAN (Filed With SEC on February 27, 2009)

MARATHON OIL COMPANY DEFERRED COMPENSATION PLAN (Filed With SEC on February 27, 2009)

MARATHON PETROLEUM COMPANY LLC EXCESS BENEFIT PLAN (Filed With SEC on February 27, 2009)

MARATHON PETROLEUM COMPANY LLC DEFERRED COMPENSATION PLAN (Filed With SEC on February 27, 2009)

SPEEDWAY SUPERAMERICA LLC EXCESS BENEFIT PLAN (Filed With SEC on February 27, 2009)

Marathon Oil Corporation Executive Tax, Estate, and Financial Planning Program (Filed With SEC on February 27, 2009)

EMRO MARKETING COMPANY DEFERRED COMPENSATION PLAN (Filed With SEC on February 27, 2009)

SPEEDWAY SUPERAMERICA LLC DEFERRED COMPENSATION PLAN (Filed With SEC on February 27, 2009)

Marathon Oil Corporation Executive Change in Control Severance Benefits Plan (Filed With SEC on February 27, 2009)

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant (Filed With SEC on February 17, 2009)

THISDOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THATHAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 MARATHONOIL CORPORATION 1990 STOCK PLAN, (AsAmended and... (Filed With SEC on November 7, 2008)

MARATHONOIL CORPORATION 1990 STOCK PLAN (AsAmended and Restated Effective January 1, 2002) FirstAmendment EffectiveFebruary 1, 2007 (Filed With SEC on November 7, 2008)

Amendment No. 4 dated as of April 3, 2008 to Five-Year Credit Agreement dated as of May 20, 2004 among Marathon Oil Corporation, the Co-Agents and other Lenders party thereto,... (Filed With SEC on May 9, 2008)

MARATHON OIL CORPORATION DEBT SECURITIES Underwriting Agreement (Filed With SEC on March 17, 2008)

MARATHON OIL CORPORATION OFFICERS CERTIFICATE PURSUANT TO (Filed With SEC on March 17, 2008)

TAX SHARING AGREEMENT dated as of December 31, 2001 (Filed With SEC on February 29, 2008)

FINANCIAL MATTERS AGREEMENT (Filed With SEC on February 29, 2008)

INSURANCE ASSISTANCE AGREEMENT (Filed With SEC on February 29, 2008)

$3,000,000,000 AMENDMENT NO. 3 dated as of October 4, 2007 to the Five-Year Credit Agreement dated as of May 20, 2004 among (Filed With SEC on November 7, 2007)

SUPPORTAGREEMENT (Filed With SEC on November 7, 2007)

VOTINGAND EXCHANGE TRUST AGREEMENT (Filed With SEC on November 7, 2007)

MARATHON OIL CORPORATION DEBT SECURITIES Underwriting Agreement (Filed With SEC on September 27, 2007)

MARATHON OIL CORPORATION OFFICERS CERTIFICATE PURSUANT TO SECTION 1.02, 2.01, 3.01 AND 3.03 OF THE INDENTURE September 27, 2007 (Filed With SEC on September 27, 2007)

$2,000,000,000 AMENDMENT NO. 2 dated as of May 7, 2007 to the Five-Year Credit Agreement dated as of May 20, 2004 among (Filed With SEC on August 7, 2007)

MARATHONOIL CORPORATION 2007 INCENTIVE COMPENSATION PLAN NONQUALIFIED STOCK OPTION AWARD AGREEMENT [GRANTDATE] Officer (Filed With SEC on August 7, 2007)

MARATHONOIL CORPORATION 2007 INCENTIVE COMPENSATION PLAN OFFICERRESTRICTED STOCK AWARD AGREEMENT [GRANT DATE] (Filed With SEC on August 7, 2007)

MARATHON OIL CORPORATION 2007INCENTIVE COMPENSATION PLAN PERFORMANCE UNIT AWARD AGREEMENT 2007-2009PERFORMANCE CYCLE (Filed With SEC on August 7, 2007)

MARATHON OIL CORPORATION DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS (Amended and Restated as of January 1, 2002) Second Amendment Effective November 1, 2006 (Filed With SEC on October 27, 2006)

Marathon Petroleum Company LLC Excess Benefit Plan (Amended and Restated as of January 1, 2006) First Amendment Effective October 1, 2006 (Filed With SEC on October 10, 2006)

Marathon Petroleum Company LLC Deferred Compensation Plan (Amended and Restated as of January 1, 2006) First Amendment Effective October 1, 2006 (Filed With SEC on October 10, 2006)

Marathon Oil Company Excess Benefit Plan (Amended and Restated as of January 1, 2006) Second Amendment Effective October 1, 2006 (Filed With SEC on October 10, 2006)

Marathon Oil Company Deferred Compensation Plan (Amended and Restated as of January 1, 2006) Second Amendment Effective October 1, 2006 (Filed With SEC on October 10, 2006)

MARATHON OIL COMPANY EXCESS BENEFIT PLAN (Amended and Restated as of January 1, 2006) First Amendment Effective June 1, 2006 (Filed With SEC on May 18, 2006)

Amendment #1 to Five-Year Credit Agreement (Filed With SEC on May 8, 2006)

Form of Non-Qualified Stock Option Grant for MAP officers (Filed With SEC on March 6, 2006)

Form of Non-Qualified Stock Option Award Agreement (Filed With SEC on March 6, 2006)

Form of Performance Share Award Agreement (Filed With SEC on March 6, 2006)

Form of Cash Retention Award Agreement (Filed With SEC on March 6, 2006)

Marathon Oil Company Excess Benefit Plan (Filed With SEC on March 6, 2006)

Marathon Oil Company Deferred Compensation Plan (Filed With SEC on March 6, 2006)

Marathon Petroleum Company LLC Excess Benefit Plan (Filed With SEC on March 6, 2006)

Marathon Petroleum Company LLC Deferred Compensation Plan (Filed With SEC on March 6, 2006)

Speedway SuperAmerica LLC Excess Benefit Plan (Filed With SEC on March 6, 2006)

Speedway SuperAmerica LLC Excess Benefit Plan Amendment (Filed With SEC on March 6, 2006)

Pilot JV Amendment to Deferred Compensation Plans and Excess Benefits Plans (Filed With SEC on March 6, 2006)

EMRO Marketing Company Deferred Compensation Plan (Filed With SEC on March 6, 2006)

MARATHON OIL CORPORATION DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS (Amended and Restated as ofJanuary 1, 2002) First Amendment Effective December 1, 2005 (Filed With SEC on December 8, 2005)

GUARANTY (Filed With SEC on June 29, 2005)

UNCOMMITTED LINE OFCREDIT AGREEMENT (Filed With SEC on June 29, 2005)

GENERAL RELEASE TO BE ACCEPTED, THIS DOCUMENTMUST BE SIGNED, WITHOUT ANY ALTERATIONS, AND SUBMITTED TO R. L. SOVINE OF MARATHON OIL COMPANYS HUMAN RESOURCESORGANIZATION, NO LATER... (Filed With SEC on June 16, 2005)

THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF1933. Non-Qualified Stock Option Grant (1990 Stock Plan) (Filed With SEC on November 3, 2004)

MARATHON OIL CORPORATION 2003 INCENTIVE COMPENSATION PLAN NONQUALIFIED STOCK OPTION WITH TANDEM STOCK (Filed With SEC on November 3, 2004)

MARATHON OIL CORPORATION 2003 INCENTIVE COMPENSATION PLAN STOCK APPRECIATION RIGHT AWARD AGREEMENT (Filed With SEC on November 3, 2004)

ASSET TRANSFER AND CONTRIBUTION AGREEMENT AMONG (Filed With SEC on October 12, 2004)

FIRST AMENDMENT TO THE ASSET TRANSFER AND CONTRIBUTION AGREEMENT (Filed With SEC on October 12, 2004)

FIVE YEAR CREDIT AGREEMENT dated as of May 20, 2004 among (Filed With SEC on August 3, 2004)

[Letterhead of USX] (Filed With SEC on March 9, 2004)

CONSULTING SERVICES AGREEMENT (Filed With SEC on March 9, 2004)

EXECUTION COPY (Filed With SEC on March 9, 2004)

PUT/CALL, REGISTRATION RIGHTS (Filed With SEC on March 9, 2004)

EXECUTION COPY (Filed With SEC on March 9, 2004)

MARATHON GLOBAL FUNDING CORPORATION, Issuer MARATHON OIL CORPORATION, Guarantor and (Filed With SEC on November 12, 2003)

[THIS PART OF THE PAGE IS INTENTIONALLY BLANK.] (Filed With SEC on March 10, 2003)

[On Letterhead of Marathon Oil Company] (Filed With SEC on March 10, 2003)

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Marathon Oil Corp. Contracts & Agreements