0000950129-06-002297 Sample Contracts

MARATHON OIL CORPORATION CASH RETENTION AWARD AGREEMENT July 1, 2005
Cash Retention Award Agreement • March 6th, 2006 • Marathon Oil Corp • Petroleum refining

Pursuant to this Award Agreement, MARATHON OIL CORPORATION (the “Corporation”) hereby grants to [NAME] (the “Participant”), an employee of the Corporation or an Affiliate, on {DATE} (the “Grant Date”), a cash retention award (“Award”) of $[AMOUNT]. The Award is subject to the following terms and conditions:

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MARATHON OIL CORPORATION 2003 INCENTIVE COMPENSATION PLAN PERFORMANCE SHARE AWARD AGREEMENT 2004-2006 PERFORMANCE CYCLE
Performance Share Award Agreement • March 6th, 2006 • Marathon Oil Corp • Petroleum refining

Pursuant to this Award Agreement and the Marathon Oil Corporation 2003 Incentive Compensation Plan (the “Plan”), MARATHON OIL CORPORATION (the “Corporation”) hereby grants to «Name» (the “Participant”), an employee of the Corporation or an Affiliate, on May 26, 2004, «Number» performance shares (“Performance Shares”), with each Performance Share representing the right to receive a share of Common Stock, conditioned upon the Corporation’s TSR Percentile Ranking over the course of the 2004-2006 Performance Cycle. The number of Performance Shares awarded are subject to adjustment as provided in Section 17 of the Plan, and the Performance Shares are subject to the following terms and conditions:

MARATHON OIL CORPORATION 2003 INCENTIVE COMPENSATION PLAN NONQUALIFIED STOCK OPTION AWARD AGREEMENT May 25, 2005 Officer
Plan Nonqualified Stock Option Award Agreement • March 6th, 2006 • Marathon Oil Corp • Petroleum refining

Pursuant to this Award Agreement, MARATHON OIL CORPORATION (the “Corporation”) hereby grants to [NAME] (the “Optionee”), an employee of the Corporation or an Affiliate, on May 25, 2005 (the “Grant Date”), a right (the “Option”) to purchase from the Corporation [NUMBER] shares of Common Stock of the Corporation at a grant price of $[PRICE] per share (the “Grant Price”), pursuant to the Marathon Oil Corporation 2003 Incentive Compensation Plan (the “Plan”), with such number of shares and such price per share being subject to adjustment as provided in Section 17 of the Plan, and further subject to the following terms and conditions:

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