MARATHON OIL CORPORATION DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS (Amended and Restated as of December 20, 2016)

409A Benefit means that portion of a Participant’s Deferred Cash Account and Deferred Stock Account that was deferred or became vested after December 31, 2004, with earnings and losses attributable thereto pursuant to Sections 5 and 6.

Award Date means the first business day of the calendar year.

Beneficiary or Beneficiaries means a person or persons or other entity designated on a beneficiary designation form by a Participant as allowed in this Plan to receive Deferred Benefit payments. If there is no valid designation by the Participant, or if the designated Beneficiary or Beneficiaries fail to survive the Participant or otherwise fail to take the Benefit, the Participant's Beneficiary is the Participant's surviving spouse or, if there is no surviving spouse, the Participant's estate. A Participant may use a beneficiary designation form (in the form and manner acceptable to the Committee) to designate one or more Beneficiaries for all of the Participant’s Deferred Benefit; such designations are revocable.

Board means the Board of Directors of Marathon Oil Corporation.

Code means the Internal Revenue Code of 1986 as amended, including regulations and other guidance of general applicability promulgated thereunder.

Code section 409A means, collectively, section 409A of the Code and any Treasury and Internal Revenue Service regulations and guidance issued thereunder.

Committee means the Corporate Governance & Nominating Committee of the Board or such other committee of the Board as the Board may designate to administer the Plan. In the event the Committee has delegated any authority or responsibility under the Plan in accordance with Section 12, the term “Committee” where used herein shall also refer to the applicable delegate.

Common Stock means the common stock of the Corporation.

Common Stock Unit means a book-entry unit equal in value to a share of Common Stock. A Participant shall be credited with one Common Stock Unit for each stock unit or hypothetical share of Common Stock that was (a) granted to a Participant under the 2007 Incentive Compensation Plan, the 2012 Incentive Compensation Plan and the 2016 Incentive Compensation Plan, as well as other predecessor or successor plans or arrangements and (b) deferred under this Plan.

Corporation means Marathon Oil Corporation or any successor thereto.

Deferral Election Form means a document designated by the Committee for the purpose of allowing a Participant to elect deferrals under Section 3.

Deferral Year means the calendar year for which a Participant has elected to defer amounts under this Plan.

Deferred Benefit means a Participant’s Deferred Cash Account and Deferred Stock Account under the Plan.

Deferred Cash Account means that bookkeeping record established for each Participant to reflect the status of the Participant’s Deferred Cash Benefit under this Plan. A Deferred Cash Account: (i) is established only for purposes of measuring a Deferred Cash Benefit and not to segregate assets or to identify assets that may or must be used to satisfy a Deferred Cash Benefit; (ii) will be credited with that portion of the Participant's Retainer Fee deferred as a Deferred Cash Benefit according to a Deferral Election Form; and (iii) will be credited periodically with earnings and losses as provided under Section 5.

Deferred Cash Benefit means the amount of Retainer Fees deferred by a Participant under Section 3.

Deferred Stock Account means that bookkeeping record established for each Participant to reflect the status of the Participant’s Deferred Stock Benefit under this Plan. A Deferred Stock Account is established only for purposes of measuring Common Stock Units and not to segregate assets or to identify assets that may or must be used to satisfy a Deferred Stock Benefit. A Deferred Stock Account will be credited with the Common Stock Units that comprise a Participant’s Deferred Stock Benefit.

Deferred Stock Benefit means the number of Common Stock Units that were (a) granted to a Participant under the 2007 Incentive Compensation Plan, the 2012 Incentive Compensation Plan and the 2016 Incentive Compensation Plan, as well as other predecessor or successor plans or arrangements and (b) deferred under this Plan.

Directors means those duly named members of the Board.

Election Date means the date established by this Plan as the date before which a Participant must submit a valid Deferral Election Form to the Committee. For each Deferral Year, the Election Date is December 31 of the preceding calendar year. Notwithstanding the foregoing, the Committee may set an earlier date as the Election Date for any Deferral Year. All Election Dates shall be established in conformity with Code section 409A.

Grandfathered Benefit means that portion of a Participant’s Deferred Cash Account and Deferred Stock Account that is exempt from Code section 409A because it was deferred and vested as of December 31, 2004, as adjusted to reflect any earnings or losses thereto pursuant to Sections 5 and 6.

Participant means a Director who is not simultaneously an employee of the Corporation.

Retainer Fee means that portion of a Participant's compensation that is fixed and paid without regard to the Participant’s attendance at meetings or position as chair of a committee of the Board.

Separation from Service shall have the same meaning as set forth under Code section 409A.

Specified Employee shall have the same meaning as set forth under Code section 409A and as determined by the Corporation in accordance with its established policy.

Thrift Plan shall mean the Marathon Oil Company Thrift Plan or any successor to such plan.

Retainer Fee. No later than each Deferral Year's Election Date, each Participant may submit a Deferral Election Form to defer until after Separation from Service the receipt of any portion up to 100 percent of the Participant’s Retainer Fee for the Deferral Year in the form of a Deferred Cash Benefit.

Common Stock Units Awarded after 2016. No later than each Deferral Year's Election Date, each Participant may submit a Deferral Election Form to defer until after Separation from Service the receipt of any portion up to 100 percent of the Participant’s stock units or other equity-based compensation awarded for a subsequent Deferral Year in the form of a Deferred Stock Benefit.

Common Stock Units Awarded before 2017. Common Stock Units awarded to Participants prior to 2017 are automatically deferred and accounted for in a Deferred Stock Account and are not subject to any additional Deferral Election.

Elections by New Directors. In the event an individual becomes a Director and is first eligible to participate during a Deferral Year, such Director may submit a Deferral Election Form no later than thirty (30) days following the effective date of the individual’s position as a Director, provided that, to the extent required by Code section 409A, the Retainer Fee or stock unit or other equity-based compensation award subject to the election shall be prorated in accordance with Code section 409A.

Committee Right to Reject or Modify Deferral Election. If it does so before the last business day preceding the Deferral Year, the Committee may reject or modify any Deferral Election Form for such Deferral Year and the Committee is not required to state a reason for such action. However, the Committee's rejection or modification of any Deferral Election Form must be based upon action taken without regard to any vote of the Participant whose Deferral Election Form is under consideration, and the Committee's rejections or modifications must be made on a uniform basis with respect to similarly situated Participants. If the Committee rejects or modifies a Deferral Election Form, the Participant must be paid the Retainer Fee that the Participant is entitled to receive after taking into account the rejected or modified Deferral Election Form. Similarly, stock units or other equity-based compensation awards that the Participant is entitled to receive shall be settled after taking into account the rejected or modified Deferral Election Form.

Elections Irrevocable during Deferral Year. A Participant may not revoke a Deferral Election Form after the Deferral Year begins. Any writing signed by a Participant expressing an intention to revoke the Participant’s Deferral Election Form before the close of business on the

The Deferred Cash Account for each Participant will be credited with deemed investment returns as provided in section 5(b). Deferred Cash Benefits are credited to the applicable Participant's Deferred Cash Account as of the day the Retainer Fees would have been paid but for the deferral.

Except as provided in Section 6(c), a Participant may select one or more investment options approved by the Committee for the Participant’s Deferred Cash Benefits, and earnings and loses from such investment options will be credited to the Participant’s Deferred Cash Account at periods determined by the Committee. A Participant may change the investment allocation of the Participant’s Deferred Cash Account at any time. The Committee has approved the core investment options and lifecycle investment options available to participants in the Thrift Plan, as such investment options may be changed from time to time, as the investment options available under this Plan. The Committee hereby directs that earnings and losses from such investment options shall be credited to a Participant’s Deferred Cash Account in a manner similar to crediting of investment gains and losses to accounts of participants in the Thrift Plan.

Each Common Stock Unit held in a Deferred Stock Account will increase or decrease in value by the same amount and with the same frequency as the fair market value of a share of Common Stock. Except as provided in Section 6(b), each Deferred Stock Account will be credited with Common Stock Units as of the applicable Award Date for an award of Common Stock Units.

If, on a record date, a Participant’s Deferred Stock Account contains Common Stock Units that were granted and deferred before 2012 or after

If, on a record date, a Participant’s Deferred Stock Account contains Common Stock Units that were granted during or after 2012 and before 2017, then such Participant’s Deferred Cash Account will be credited on or about each Common Stock dividend payment date with an amount equal to the dividends payable on the quantity of shares equal to the number of such Common Stock Units in such account. Such amount shall be accrued in the manner established by the Corporation from time to time, and no interest or earnings or losses from investment options shall be credited with respect to such amounts.

In the event of a reorganization, recapitalization, stock split, stock dividend, combination of shares, merger, consolidation, rights offering or any other change in the corporate structure, the number and kind of Common Stock Units credited to each Participant’s Deferred Stock Account shall be adjusted accordingly.

A Deferred Cash Benefit must be distributed in cash. A Deferred Stock Benefit must be distributed in shares of Common Stock and such distribution will correspond to, and equal the number of whole Common Stock Units credited to the Participant's Deferred Stock Account that are eligible for distribution. Fractional Common Stock Units shall neither be distributed nor settled by payment and shall be forfeited.

Except as otherwise provided in this Section 7, both a Participant’s Deferred Cash Benefit and Deferred Stock Benefit shall be paid to the Participant in a lump sum on the first day of the calendar month following the expiration of 45 days after the Participant’s Separation from Service for any reason other than death.

Except as otherwise provided in this Section 7, a Participant’s Deferred Stock Benefit consisting of Common Stock Units granted during or after 2012 and before 2017 and dividends credited with respect to such Common Stock Units pursuant to Section 6(c) of this Plan, shall be paid to the Participant in a lump sum on the earlier of (i) the date on which such Common Stock Units would otherwise be payable as provided in this Section 7 or (ii) the first day of the calendar month following the third anniversary of the date such Common Stock Units were credited under Section 6(a) of this Plan.

In the event of the death of a Participant, the Participant’s Deferred Benefit shall be paid to the Participant’s Beneficiary (or Beneficiaries) in a lump sum on the first day of the calendar month following the expiration of 45 days after the Participant’s Separation from Service (or, in the event of a Separation from Service of a Specified Employee not on account of death, within the 45-day period described in Section 7(e)).

Distribution of the Deferred Benefit of a Participant who the Committee determines is a Specified Employee (other than the Participant’s Grandfathered Benefit) shall commence within the 45-day period following the first of the month following 6 months after Separation from Service (other than a Separation from Service on account of the death of Participant). In the event of a Separation from Service of a Specified Employee on account of death, payment shall be made pursuant to Section 7(d). Payment of a Specified Employee’s Grandfathered Benefit shall be made pursuant to Section 7(b).

The Plan is unfunded. A Deferred Benefit is at all times solely a contractual obligation of the Corporation. A Participant and the Participant’s Beneficiaries have no right, title or interest in the Participant’s Deferred Benefit or any claim against them. Except according to Section 8(b), the Corporation will not segregate any funds or assets for Deferred Benefits nor issue any notes or security for the payment of any Deferred Benefit.

The Corporation may establish a grantor trust and transfer to that trust shares of the Common Stock or other assets. The governing trust agreement must require a separate account to be established for each electing Participant. The governing trust agreement must also require that all Corporation assets held in trust remain at all times subject to the Corporation's creditors.

The Committee shall have the full and exclusive power and authority to administer this Plan and to take all actions that are specifically contemplated hereby or are necessary or appropriate in connection with the administration hereof. The Committee shall also have full and exclusive power to interpret this Plan, to adopt such rules, regulations and guidelines for carrying out this Plan as it may deem necessary or proper, and to delegate some or all of its authority or responsibilities under this Plan to any other person or entity. The Committee may correct any defect or supply an omission or reconcile any inconsistency in this Plan in the manner and to the extent the Committee deems necessary or desirable to further the Plan purposes. Any decision of the Committee in the interpretation and administration of this Plan shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties concerned.

The Committee has delegated responsibility for ministerial acts and day-to-day administration of the Plan to the Vice President, Human Resources & Administrative Services and expects that he or she shall further delegate responsibility for such functions to employees of the Corporation or its subsidiaries or to such outside service providers as he or she may engage for such purposes.