AMENDMENT NO. 3 dated as of October 4, 2007 to the Five-Year Credit Agreement dated as of May 20, 2004 among

Exhibit 4.1

$3,000,000,000

AMENDMENT NO. 3

dated as of October 4, 2007

to the Five-Year Credit Agreement

dated as of May 20, 2004

among

Marathon Oil Corporation

The Co-Agents and Other Lenders Party Hereto

Bank of America, N.A.,
as Syndication Agent

Citibank, N.A. and

Xxxxxx Xxxxxxx Bank,
as Documentation Agents,

and

JPMorgan Chase Bank, N.A.,
as Administrative Agent

AMENDMENT NO. 3 TO FIVE-YEAR CREDIT AGREEMENT

AMENDMENT dated as of October 4, 2007 to the Five-Year Credit Agreement dated as of May 20, 2004 (as heretofore amended, the “Credit Agreement”) among MARATHON OIL CORPORATION (the “Borrower”), the CO-AGENTS and other LENDERS (the “Lenders”) party hereto, BANK OF AMERICA, N.A., as Syndication Agent, CITIBANK, N.A. and XXXXXX XXXXXXX BANK, as Documentation Agents and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”).

W I T N E S S E T H :

WHEREAS, Section 2.16 of the Credit Agreement contemplates that the Commitments under the Credit Agreement may be increased in the manner set forth therein, and the parties wish to memorialize an increase in the Commitments pursuant to this section;

WHEREAS, the parties wish to simultaneously amend Section 2.16(b) of the Credit Agreement as set forth herein to provide for additional increases in the Commitments which may be effected in that manner; and

WHEREAS, no Loans are currently outstanding under the Credit Agreement;

NOW, THEREFORE, the parties hereto agree as follows:

Section 1. Defined Terms; References. Unless otherwise specifically defined herein, each term used herein that is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Credit Agreement shall, after this Amendment becomes effective, refer to the Credit Agreement as amended hereby.

Section 2. Amendment.

(a) Section 2.16 is amended by inserting, following “Upon execution and delivery by the Borrower and such Lender or other financial institution of an instrument in form reasonably satisfactory to the Administrative Agent”, the language “and the delivery by the Borrower of evidence of appropriate corporate authorization on the part of the Borrower with respect to the increase in the aggregate amount of the Commitments as the Administrative Agent may reasonably request”.

(b) Section 2.16(b) of the Credit Agreement is amended by changing the amount specified therein from $3,000,000,000 to $4,000,000,000.

Section 3. Changes in Commitments. With effect from and including the Amendment Effective Date, (i) the Commitment of each Lender shall be the amount set forth opposite the name of such Lender in the Commitment Schedule attached hereto and (ii) the Commitment Schedule attached hereto shall replace the Commitment Schedule attached to the Credit Agreement. On the Amendment Effective Date, the participations in all outstanding Letters of Credit shall be determined such that all Letters of Credit Liabilities are held by the Lenders in proportion to their respective Commitments.

Section 4. Representations of Borrower. The Borrower represents and warrants that (i) the representations and warranties of the Borrower set forth in Article 4 of the Credit Agreement will be true on and as of the Amendment Effective Date and (ii) no Event of Default will have occurred and be continuing on such date.

Section 5. Effect of Amendments. Except as expressly set forth herein, the amendments contained herein shall not constitute a waiver or amendment of any term or condition of the Credit Agreement, and all such terms and conditions shall remain in full force and effect and are hereby ratified and confirmed in all respects.

Section 6. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

Section 7. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

Section 8. Effectiveness. This Amendment shall become effective as of the date hereof (the “Amendment Effective Date”), subject to satisfaction of the following conditions:

(a) the Administrative Agent shall have received from the Borrower and from Lenders comprising the Required Lenders (which shall in any event include each Lender whose Commitment is increased pursuant to this Amendment) a counterpart hereof signed by such party or facsimile or other written confirmation (in form satisfactory to the Administrative Agent) that such party has signed a counterpart hereof; and

(b) the Administrative Agent shall have received an opinion of the General Counsel or Assistant General Counsel of the Borrower dated

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as of the Amendment Effective Date, in form and substance satisfactory to the Administrative Agent.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

	MARATHON OIL CORPORATION
	By:	/s/ P.C. Xxxxxxxx
		Name:	P.C. Xxxxxxxx
		Title:	V.P., Finance & Treasurer

	Administrative Agent
	JPMORGAN CHASE BANK, N.A., as Administrative Agent and as Lender
	By:	/s/ Xxxxx X. Xxxxx
		Name: Xxxxx X. Xxxxx
		Title:   Vice President

	Syndication Agent
	BANK OF AMERICA, N.A., as Syndication Agent and as Lender
	By:	/s/ Xxxxxx X. XxXxxx
		Name: Xxxxxx X. XxXxxx
		Title:   Senior Vice President

	Documentation Agent
	XXXXXX XXXXXXX BANK, as a Documentation Agent and as Lender
	By:	/s/ Xxxxxx Xxxxxx
		Name: Xxxxxx Xxxxxx
		Title:   Authorized Signatory

	CITIBANK, N.A., as a Documentation Agent and as Lender
	By:	/s Xxx Xxxxx
		Name: Xxx Xxxxx
		Title:   Attorney-in-Fact

	Lenders
	ABN AMRO BANK N.V.
	By:	/s/ Xxxxxxx Xxxxxxxxx
		Name: Xxxxxxx Xxxxxxxxx
		Title:   Managing Director
	By:	/s/ Xxxxx Xxxxxxxxx
		Name: Xxxxx Xxxxxxxxx
		Title:   Director

	BNP PARIBAS
	By:	/s/ Xxxxx X. Xxxxxx
		Name: Xxxxx X. Xxxxxx
		Title:   Managing Director
	By:	/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title:   Director

	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
	By:	/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title:   Vice President & Manager

	DEUTSCHE BANK AG NEW YORK BRANCH
	By:	/s/ Xxxxxx Xxxxxxxxxx
		Name: Xxxxxx Xxxxxxxxxx
		Title:   Director
	By:	/s/ Xxxxxx Xxxxx
		Name: Xxxxxx Xxxxx
		Title:   Vice President

	XXXXXX BROTHERS BANK, FSB
	By:	/s/ Xxxxxx X. Xxxxxx
		Name: Xxxxxx X. Xxxxxx
		Title:   Authorized Signatory

	NATIONAL CITY BANK
	By:	/s/ Xxxxxx X. Xxxxxxx
		Name: Xxxxxx X. Xxxxxxx
		Title:   Senior Vice President

	THE BANK OF NOVA SCOTIA
	By:	/s/ Xxxxxx Xxxxxx
		Name: Xxxxxx Xxxxxx
		Title:   Director

	SOCIETE GENERALE
	By:	/s/ Xxxxxxx X. Xxxxxx
		Name: Xxxxxxx X. Xxxxxx
		Title:   Managing Director

	FIFTH THIRD BANK
	By:	/s/ Xxxx Xxxxxxxxxx
		Name: Xxxx Xxxxxxxxxx
		Title:   Vice President

	THE BANK OF NEW YORK
	By:	/s/ Xxxxxx X. Xxxxxxxxx
		Name: Xxxxxx X. Xxxxxxxxx
		Title:   Vice President

	COMERICA BANK
	By:	/s/ Xxxx X. Xxxxxx
		Name: Xxxx X. Xxxxxx
		Title:   First Vice President

	CREDIT SUISSE, Cayman Islands Branch, formerly known as CREDIT SUISSE FIRST BOSTON
	By:	/s/ Xxxxx Xxxx
		Name: Xxxxx Xxxx
		Title:   Vice President
	By:	/s/ Xxxxxxxxxxx Reo Day
		Name: Xxxxxxxxxxx Reo Day
		Title:   Associate

	DNB NOR BANK ASA
	By:	/s/ Asa Jemseby Xxxxxxx
		Name: Asa Jemseby Xxxxxxx
		Title:   Vice President
	By:	/s/ Xxxxxxxx Xxxxxxx
		Name: Xxxxxxxx Xxxxxxx
		Title:   Vice President

	MIZUHO CORPORATE BANK, LTD.
	By:	/s/ Xxxxxxx Xxxxxxx
		Name: Xxxxxxx Xxxxxxx
		Title:   Deputy General Manager

	THE ROYAL BANK OF SCOTLAND PLC
	By:	/s/ Xxxxxxx Main
		Name: Xxxxxxx Main
		Title:   Managing Director

	STANDARD CHARTERED BANK
	By:	/s/ Xxxxxxxx Xxxxxxxxx
		Name: Xxxxxxxx Xxxxxxxxx
		Title:   Director
	By:	/s/ Xxxxxx X. Xxxxxxxxxx
		Name: Xxxxxx X. Xxxxxxxxxx
		Title:   AVP/Credit Documentation

	SUMITOMO MITSUI BANKING CORPORATION
	By:	/s/ Xxxxx X. Xxxx
		Name: Xxxxx X. Xxxx
		Title:   Senior Vice President

	WACHOVIA BANK, NATIONAL ASSOCIATION
	By:	/s/ Xxxxxxx Xxxxxx
		Name: Xxxxxxx Xxxxxx
		Title:   Vice President

	XXXXX FARGO BANK, NATIONAL ASSOCIATION
	By:	/s/ Xxxxxxx X. Xxxxxx
		Name: Xxxxxxx X. Xxxxxx
		Title:   Vice President

	XXXXXXX STREET COMMITMENT CORPORATION (Recourse only to assets of Xxxxxxx Street Commitment Corporation)
	By:	/s/ Xxxx Xxxxxx
		Name: Xxxx Xxxxxx
		Title:   Assistant Vice-President

	US BANK, N.A.
	By:	/s/ Xxxxxxx X. Xxxxxxxx
		Name: Xxxxxxx X. Xxxxxxxx
		Title:   Vice President

	BAYERISCHE LANDESBANK, acting through its Cayman Islands Branch
	By:	/s/ Xxxxx Xxxxxxxx
		Name: Xxxxx Xxxxxxxx
		Title:   First Vice President
	By:	/s/ Xxxxx X. Xxxxxx
		Name: Xxxxx X. Xxxxxx
		Title:   Vice President

	RIYAD BANK
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		Title:   General Manager
	By:	/s/ Xxxxxxx Xxxxxxxxx
		Name: Xxxxxxx Xxxxxxxxx
		Title:   Operations Manager

	ARAB BANKING CORPORATION
	By:	/s/ Xxxxxx Xxxxxxxxx
		Name: Xxxxxx Xxxxxxxxx
		Title:   General Manager
	By:	/s/ Rami El-Rifai
		Name: Rami El-Rifai
		Title:   Vice President

COMMITMENT SCHEDULE

Lender		Commitment
JPMorgan Chase Bank, N.A.		$	295,000,000
Bank of America, N.A.		$	295,000,000
Xxxxxx Xxxxxxx Bank		$	295,000,000
Citibank, N.A.		$	295,000,000
BNP Paribas		$	125,000,000
The Bank of Tokyo-Mitsubishi UFJ, Ltd.		$	125,000,000
Deutsche Bank AG, New York Branch		$	125,000,000
National City Bank		$	125,000,000
The Bank of Nova Scotia		$	125,000,000
Societe Generale		$	125,000,000
ABN Amro Bank, N.V.		$	100,000,000
Fifth Third Bank		$	90,000,000
Xxxxxx Brothers Bank, FSB		$	85,000,000
DnB NOR Bank ASA		$	75,000,000
Xxxxxxx Street Commitment Corporation		$	60,000,000
U.S. Bank, N.A.		$	60,000,000
Comerica Bank		$	60,000,000
Credit Suisse, Cayman Islands Branch		$	60,000,000
Mizuho Corporate Bank, Ltd		$	60,000,000
The Royal Bank of Scotland plc		$	60,000,000
Standard Chartered Bank		$	60,000,000
Sumitomo Mitsui Banking Corporation		$	60,000,000
Wachovia Bank, National Association		$	40,000,000
Xxxxx Fargo Bank, N.A.		$	40,000,000
The Bank of New York		$	35,000,000
Bayerische Landesbank, Cayman Islands Branch		$	35,000,000
Riyad Bank		$	35,000,000
Banco Bilbao Vizcaya Argentaria		$	25,000,000
Amegy Bank National Association		$	15,000,000
Arab Banking Corporation		$	15,000,000
Total		$	3,000,000,000