AMENDMENT TO AGREEMENT AND PLAN OF MERGER

Exhibit 2.2

AMENDMENT TO AGREEMENT AND PLAN OF MERGER

This AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of July 3, 2018, is by and among Andeavor, a Delaware corporation (the “Company”), Marathon Petroleum Corporation, a Delaware corporation (“Parent”), Mahi Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub 1”), and Mahi LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub 2,” and together with Merger Sub 1, the “Merger Subs”). The Company, Parent, Merger Sub 1 and Merger Sub 2 are each referred to herein as a “Party” and collectively, the “Parties”.

RECITALS

WHEREAS, on April 29, 2018, the Company, Parent and the Merger Subs entered into that certain Agreement and Plan of Merger (the “Agreement”); and

WHEREAS, pursuant to Section 9.2 of the Agreement, the Company, Parent and the Merger Subs desire to amend the Agreement as set forth herein.

NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained herein, the Parties agree as follows:

ARTICLE I

AMENDMENTS TO AGREEMENT

1.1      Amendments. The Parties hereby agree to amend the Agreement as follows:

(a)      The third sentence of Section 4.2(b)(iii) is hereby amended by replacing “three trading days” with “two trading days”.

1.2      Effectiveness of Amendment. Upon the execution and delivery of this Amendment, the Agreement will thereupon be deemed to be amended as hereinabove set forth as fully and with the same effect as if the amendments made hereby were originally set forth in the Agreement, and this Amendment and the Agreement will henceforth respectively be read, taken and construed as one and the same instrument.

ARTICLE II

MISCELLANEOUS AND GENERAL

2.1      Article IX of the Agreement is incorporated by reference into this Amendment and will apply to the Company, Parent and the Merger Subs mutatis mutandis.

2.2      Except as specifically provided for in this Amendment, the Agreement will remain unmodified and in full force and effect.

[Signature Pages Follow]

1

IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the duly authorized officers of the Parties as of the date first written above.

ANDEAVOR
By		/s/ Xxxxxxx X. Xxxx
		Name: Xxxxxxx X. Xxxx
		Title: President and Chief Executive Officer

[Signature Page to Amendment]

IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the duly authorized officers of the Parties as of the date first written above.

MARATHON PETROLEUM CORPORATION
By		/s/ Xxxx X. Xxxxxxxx
		Name: Xxxx X. Xxxxxxxx
		Title: Chairman and Chief Executive Officer

[Signature Page to Amendment]

IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the duly authorized officers of the Parties as of the date first written above.

MAHI INC.
By		/s/ Xxxx X. Xxxxxxxx
		Name: Xxxx X. Xxxxxxxx
		Title: President

[Signature Page to Amendment]

IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the duly authorized officers of the Parties as of the date first written above.

MAHI LLC
By		/s/ Xxxx X. Xxxxxxxx
		Name: Xxxx X. Xxxxxxxx
		Title: President

[Signature Page to Amendment]