Marathon Oil Corporation Amended Non-Employee Director Stock Plan (Effective January 1, 2002)

Summary

Marathon Oil Corporation has established a plan to grant shares of its common stock to non-employee directors as a supplement to their fees. Each eligible director may receive up to 1,000 shares, matching the number of shares they purchase on the open market within sixty days of joining the Board. The shares are subject to securities laws and transfer restrictions. Certificates for these shares will be issued with a restrictive legend. The plan was amended and restated effective January 1, 2002.

EX-10.F 9 dex10f.txt AMENDED NON-EMPLOYEE DIRECTOR STOCK PLAN EXHIBIT 10(f) MARATHON OIL CORPORATION NON-EMPLOYEE DIRECTOR STOCK PLAN While this Plan is in effect Marathon Oil Corporation, formerly named USX Corporation, will supplement the fees paid to each non-employee director of the Corporation with a grant of shares of common stock of the Corporation. The number of shares of common stock to be granted shall be equal to that number of shares purchased in an open market transaction or transactions by the director during the sixty days following the effective date on which such non-employee director first becomes a member of the Board of Directors, up to a maximum grant of 1,000 shares of common stock. The grant will be made as of the date or dates of purchase of common stock by the director. The shares issued under this Plan will not be registered under the Securities Act of 1933 and will be subject to the provisions of the securities laws, including Rule 144 of the Securities and Exchange Commission, which affect the transferability of such shares. A certificate for the shares granted shall be issued by the Corporation to the director from Treasury stock, or previously unissued shares, such certificate to bear a restrictive legend in such a form as may be approved by the General Counsel & Secretary. As amended and restated effective January 1, 2002.