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

Exhibit 10.3

Marathon Oil Company

Excess Benefit Plan

(Amended and Restated as of January 1, 2006)

Second Amendment

Effective October 1, 2006

WHEREAS, effective January 1, 2006, Marathon Oil Company (the “Company”) adopted an amended and restated version of the Marathon Oil Corporation Excess Benefit Plan (the “Plan”); and

NOW, THEREFORE, Marathon Oil Company, having established the Plan and having reserved the right to amend the Plan in Article V thereof, does hereby amend the Plan, effective as of October 1, 2006, as follows:

Section A of Article III of the Plan is hereby replaced in its entirety with the following:

“A. Amount of Excess Retirement Benefit

The amount of Excess Retirement Benefit which a Participant or Beneficiary is entitled to receive shall be equal to the excess of (1) over (2) below:

(1) The amount of benefit which such Participant or Beneficiary would be entitled to receive under the Retirement Plan if such benefit were computed without giving effect to the limitations referenced under Article II, Section A of this Plan and including elected deferred compensation contributions as permitted under the Marathon Oil Company Deferred Compensation Plan; less

(2) The amount of benefit which such Participant or Beneficiary is entitled to receive under the Retirement Plan.

The following individuals shall be entitled to an additional Excess Retirement Benefit equal to the difference between (3) and (4) below (“Special Excess Bonus Recognition”): (i) Marathon Oil Corporation (MRO) and Marathon Oil Company employees (MOC) who are MRO Officers in compensation Grade 19 and above; (ii) any Grade 19 and above employee of The Marathon Oil Corporation Controlled Group, excluding Speedway SuperAmerica or its subsidiaries, who is recommended by the Vice President of Human Resources of Marathon Oil Corporation and approved by the President of Marathon Oil Corporation; and (iii) Eligible Grandfather Employees.

(3) An amount calculated under the Retirement benefit formula, without regard to any IRC-mandated limitations and including elected deferred compensation contributions as permitted under the Marathon Oil Company Deferred Compensation Plan, and substituting the following Final Average Pay (FAP) definition for the definition of “Final Average Pay” contained in the Retirement Plan:

Final Average Pay shall be the highest pay, excluding bonuses, of a member for any consecutive 36-month period during the last ten years of employment plus the highest three bonuses paid out of

the last 10 years (not necessarily consecutive), divided by 36.

(4) An amount as normally determined under the Retirement Plan, plus any retirement benefit otherwise payable under the Excess Benefit Plan (i.e., exclusive of any benefits attributable to the calculation in (3) above).

For purposes of the calculations in (3) and (4) of the section (Article III, Section A) “Eligible Grandfather Employee” means any current MRO and MOC employee eligible for Special Excess Bonus Recognition under Article III, Section A of this Plan prior to August 27, 2003. However, an individual’s Eligible Grandfather Employee status shall permanently cease upon termination, retirement, or death as an employee.

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

Marathon Oil Company

On this      5^th     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 Company and has executed the foregoing instrument on behalf of Marathon Oil Company by authority of its Board of Directors.

Pamela Joyce Metoyer

Notary Public, State of Texas

(Notary Seal)