0001193125-11-151775 Sample Contracts

EMPLOYEE MATTERS AGREEMENT Dated as of May 25, 2011 by and between MARATHON OIL CORPORATION and MARATHON PETROLEUM CORPORATION

Employee Matters Agreement • May 26th, 2011 • Marathon Petroleum Corp • Petroleum refining • New York

• Contract Type
  Employee Matters Agreement
• Filed
  May 26th, 2011
• Company
  Marathon Petroleum Corp
• Industry
  Petroleum refining
• Jurisdiction
  New York

This Employee Matters Agreement (this “Agreement”), dated as of May 25, 2011, is by and between Marathon Oil Corporation, a Delaware corporation (“Marathon Oil” or “MRO”), and Marathon Petroleum Corporation, a Delaware corporation (“Marathon Petroleum” or “MPC”).

TAX SHARING AGREEMENT by and between Marathon Oil Corporation, Marathon Petroleum Corporation, and MPC Investment LLC Dated as of May 25, 2011

Tax Sharing Agreement • May 26th, 2011 • Marathon Petroleum Corp • Petroleum refining

• Contract Type
  Tax Sharing Agreement
• Filed
  May 26th, 2011
• Company
  Marathon Petroleum Corp
• Industry
  Petroleum refining

This TAX SHARING AGREEMENT (this “Agreement”), dated as of May 25, 2011, is made by and between Marathon Oil Corporation, a Delaware corporation (“Parent”), Marathon Petroleum Corporation, a Delaware corporation and indirect, wholly owned Subsidiary of Parent (“SpinCo”), and MPC Investment LLC, a Delaware limited liability company and wholly owned Subsidiary of SpinCo.

SEPARATION AND DISTRIBUTION AGREEMENT Dated as of May 25, 2011 Among MARATHON OIL CORPORATION, MARATHON OIL COMPANY and MARATHON PETROLEUM CORPORATION

Separation and Distribution Agreement • May 26th, 2011 • Marathon Petroleum Corp • Petroleum refining • New York

• Contract Type
  Separation and Distribution Agreement
• Filed
  May 26th, 2011
• Company
  Marathon Petroleum Corp
• Industry
  Petroleum refining
• Jurisdiction
  New York

THIS SEPARATION AND DISTRIBUTION AGREEMENT is made as of May 25, 2011 among Marathon Oil Corporation, a Delaware corporation (“Marathon Oil”), Marathon Oil Company, an Ohio corporation and a direct, wholly owned subsidiary of Marathon Oil (“MOC”), and Marathon Petroleum Corporation, a Delaware corporation (“Marathon Petroleum”), and, as of the date hereof, a direct, wholly owned subsidiary of MOC.

TRANSITION SERVICES AGREEMENT

Transition Services Agreement • May 26th, 2011 • Marathon Petroleum Corp • Petroleum refining • New York

• Contract Type
  Transition Services Agreement
• Filed
  May 26th, 2011
• Company
  Marathon Petroleum Corp
• Industry
  Petroleum refining
• Jurisdiction
  New York

THIS TRANSITION SERVICES AGREEMENT is made as of May 25, 2011 by and between Marathon Oil Corporation, a Delaware corporation (“Marathon Oil”), and Marathon Petroleum Corporation, a Delaware corporation (“Marathon Petroleum”).