Marathon Oil Corporation Director Compensation Schedule Effective January 1, 2005
Marathon Oil Corporation outlines the compensation structure for its non-employee directors effective January 1, 2005. Non-employee directors receive an annual retainer of $60,000, an annual common stock unit award of $60,000, a committee membership fee of $5,000 (with higher amounts for committee chairs), and a $2,000 fee for each board or committee meeting attended. The Chairman of the Board, Mr. Usher, receives a separate chairman's fee of $240,000 and does not receive meeting fees. This document sets forth the payment terms and conditions for director compensation.
QuickLinks -- Click here to rapidly navigate through this document
Exhibit 10.28
Director Compensation
Effective January 1, 2005, Marathon Oil Corporation will pay its non-employee directors as follows:
| Annual Retainer | $60,000 | |
Annual Non-Retainer Common Stock Unit Award | $60,000 | |
Committee Membership Fee | $5,000 ($10,000 for audit committee chair) ($6,000 for other committee chairs) | |
Meeting Fee (for board or committee attendance) | $2,000 |
In addition to the annual retainer, Marathon will pay its Chairman of the Board, Mr. Usher, a chairman's fee of $240,000 in 2005. The chairman does not receive meeting fees for his attendance.
QuickLinks
- Exhibit 10.28
