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

EX-10.2 3 exhibit2.htm EX-10.2 EX-10.2

Exhibit 10.2

Marathon Petroleum Company LLC

Deferred Compensation Plan

(Amended and Restated as of January 1, 2006)

First Amendment

Effective October 1, 2006

WHEREAS, effective January 1, 2006 Marathon Petroleum Company LLC (the “Company”) adopted an amendment and restated version of the Marathon Petroleum Company LLC Deferred Compensation Plan (the “Plan”), and

WHEREAS, pursuant to Article I of the Plan, any employee in Compensation Grade 19 or Vice President and above is eligible to participate in this Plan.

WHEREAS, pursuant to Article IV of the Plan, coverage for new hires eligible for the Plan, who, except for the provisions governing the Thrift Plan’s “waiting period”, would otherwise be eligible to participate in the Thrift Plan are eligible to receive a Deferred Compensation Plan accrual equal to 6 percent of gross pay (as defined in the Thrift Plan) during the Thrift Plan’s waiting period.

NOW, THEREFORE, Marathon Petroleum Company LLC, having established the Plan and having reserved the right to amend the Plan in Article X thereof, does hereby amend the Plan as follows:

  1.   Article II is amended effective October 1, 2006, by inserting the following sentence at the end thereof:

“Effective October 1, 2006, the MPC-DCP is closed to new participants.”

  2.   Effective January 1, 2006, the first sentence of the first paragraph of Article IV is amended and restated as follows:

“During each year that an employee is eligible to participate in the MPC-DCP, any Thrift Plan Company match that would otherwise accrue under the terms of the Marathon Petroleum Company Excess Benefit Plan shall be allocated to the MPC-DCP.”

  3.   Effective October 1, 2006, the first paragraph of Article IV is amended and restated as follows:

“During each year that an employee is eligible to participate in the MPC-DCP, any Thrift Plan Company match that would otherwise accrue under the terms of the Marathon Petroleum Company LLC Excess Benefit Plan shall be allocated to the MPC-DCP. Effective for eligible pay received on or after October 1, 2006, the Company will match each Participant’s elective deferrals to the MPC-DCP on a pay-period basis at the rate of the maximum potential Company match under the Thrift Plan.”

  4.   Effective October 1, 2006, the second paragraph of Article IV is amended and restated as follows:

“New hires prior to October 1, 2006 who are eligible for this Plan and who, except for the provisions governing the Thrift Plan’s “waiting period,” would otherwise be eligible to participate in the Thrift Plan shall receive a Deferred Compensation Plan accrual equal to the maximum potential Company match under the Thrift Plan multiplied by the Participant’s gross pay (as defined in the Thrift Plan but disregarding any limitations on eligible compensation as may be imposed by the Internal Revenue Code) during the Thrift Plan’s waiting period. This accrual is subject to the terms and conditions of this Plan and shall cease to the extent that upon the first date of participation eligibility in the Thrift Plan the employee is eligible under the law for the Thrift Plan Company matching contributions.”

By:      /s/ Jerry Howard     
Jerry Howard
Senior Vice President Corporate Affairs

Marathon Oil Corporation

         
STATE OF TEXAS
    )  
 
  ) ss.
COUNTY OF HARRIS
    )  

On this      5th     day of October, 2006, before me, a notary public within and for the State of Texas, personally appeared Jerry Howard, to me personally known, who being by my first duly sworn, did depose and say that he is the Senior Vice President Corporate Affairs of Marathon Oil Corporation and has executed the foregoing instrument on behalf of Marathon Oil Corporation by authority of its Board of Directors.

Pamela Joyce Metoyer

Notary Public, State of Texas

(Notary Seal)