0001193125-11-047891 Sample Contracts

MARATHON OIL CORPORATION
Restricted Stock Award Agreement • February 28th, 2011 • Marathon Oil Corp • Petroleum refining

Pursuant to this Award Agreement and the Marathon Oil Corporation 2007 Incentive Compensation Plan (the “Plan”), MARATHON OIL CORPORATION (the “Corporation”) hereby grants to [NAME] (the “Participant”), an employee of the Corporation or a Subsidiary, on February 24, 2010 (the “Grant Date”), [NUMBER] restricted shares of Common Stock (“Restricted Shares”). The number of Restricted Shares awarded is subject to adjustment as provided in Section 16 of the Plan, and the Restricted Shares are subject to the following terms and conditions:

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MARATHON OIL CORPORATION NONQUALIFIED STOCK OPTION AWARD AGREEMENT [GRANT DATE]
Nonqualified Stock Option Award Agreement • February 28th, 2011 • 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 a Subsidiary, on February 24, 2010 (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 2007 Incentive Compensation Plan (the “Plan”), with such number of shares and such price per share being subject to adjustment as provided in Section 16 of the Plan, and further subject to the following terms and conditions:

MARATHON OIL CORPORATION PERFORMANCE UNIT AWARD AGREEMENT
Performance Unit Award Agreement • February 28th, 2011 • Marathon Oil Corp • Petroleum refining

Pursuant to this Award Agreement and the Marathon Oil Corporation 2007 Incentive Compensation Plan (the “Plan”), MARATHON OIL CORPORATION (the “Corporation”) hereby grants to [NAME] (the “Participant”), an employee of the Corporation or a Subsidiary, on February 24, 2010, [NUMBER] performance units (“Performance Units”), conditioned upon the Corporation’s TSR Percentile Ranking for the 2010-2012 Performance Cycle. The Performance Units are subject to the following terms and conditions:

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