AMENDMENT NO. 2 dated as of May 7, 2007 to the Five-Year Credit Agreement dated as of May 20, 2004 among

Exhibit 4.1

$2,000,000,000

AMENDMENT NO. 2

dated as of May 7, 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. 2 TO FIVE-YEAR CREDIT AGREEMENT

AMENDMENT dated as of May 7, 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, the Borrower has requested an extension of the term of the Credit Agreement pursuant to Section 2.19 of the Credit Agreement; and

WHEREAS, the parties desire to memorialize such extension through this Amendment rather than through the documentary procedures set out in Section 2.19 of the Credit Agreement; and

WHEREAS, the parties hereto desire to amend Section 2.16(b) of the Credit Agreement as set forth herein;

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.  Section 2.16(b) of the Credit Agreement is amended by changing the amount specified therein from $2,500,000,000 to $3,000,000,000.

Section 3.  Extension of Termination Date.    The Termination Date is extended for a period of one-year to May 4, 2012, with respect to each Lender executing and delivering a counterpart hereof.

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

3

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:		VP 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/ Xxxxxx Xxxx
				Name:		Xxxxxx Xxxx
				Title:		Director

		BNP PARIBAS
		By:		/s/ Xxxxx Xxxxxx
				Name:		Xxxxx Xxxxxx
				Title:		Vice President
		By:		/s/ Xxxxxx Xxxx
				Name:		Xxxxxx Xxxx
				Title:		Vice President

		THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
		By:		/s/ Xxxxxx Xxxxxxxxx
				Name:		Xxxxxx Xxxxxxxxx
				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/ Xxxxx X. Xxxxx
				Name:		Xxxxx X. Xxxxx
				Title:		Vice President

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

		THE BANK OF NEW YORK
		By:		/s/ Xxxx-Xxxx Xxxxxxx
				Name:		Xxxx-Xxxx Xxxxxxx
				Title:		Managing Director

		COMERICA BANK
		By:		/s/ Xxxxx Xxxxxxx
				Name:		Xxxxx Xxxxxxx
				Title:		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/ Xxxxxxx Xxxxxxxxxxx
				Name:		Xxxxxxx Xxxxxxxxxxx
				Title:		Associate

		DNB NOR BANK ASA
		By:		/s/ Erlend Bryn
				Name:		Erlend Bryn
				Title:		Vice President
		By:		/s/ Xxxxxxx Xxxxxxxxx
				Name:		Xxxxxxx Xxxxxxxxx
				Title:		Senior Vice President

		MIZUHO CORPORATE BANK, LTD.
		By:		/s/ L. Mo
				Name:		L. Mo
				Title:		Senior Vice President

		THE ROYAL BANK OF SCOTLAND PLC
		By:		/s/ Xxxx Xxxxxx
				Name:		Xxxx Xxxxxx
				Title:		Vice President

		STANDARD CHARTERED BANK
		By:		/s/ Xxxxxxx Xxxxxxx
				Name:		Xxxxxxx Xxxxxxx
				Title:		Director
		By:		/s/ Xxxxxx X. Xxxxxxxxxx
				Name:		Xxxxxx X. Xxxxxxxxxx
				Title:		AVP Credit Documentation Credit Risk Control

		SUMITOMO MITSUI BANKING CORPORATION
		By:		/s/ Xxxxxxx X. Xxxx
				Name:		Xxxxxxx X. Xxxx
				Title:		General Manager

		WACHOVIA BANK, NATIONAL ASSOCIATION
		By:		/s/ Xxxxxxx Xxxxxx
				Name:		Xxxxxxx 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/ Xxxxxxx xxx Xxxxxxx
				Name:		Xxxxxxx xxx Xxxxxx
				Title:		Senior 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/ Xxxx X. Xxxxxx
				Name:		Xxxx X. Xxxxxx
				Title:		Vice President & Head of Corporate Finance

		BANCO BILBAO VIZCAYA ARGENTARIA
		By:		/s/ Xxxxxx de las Xxxxx
				Name:		Xxxxxx de las Xxxxx
				Title:		Head of New York

		AMEGY BANK NATIONAL ASSOCIATION
		By:		/s/ W. Xxxxx Xxxxxxx
				Name:		W. Xxxxx Xxxxxxx
				Title:		Senior Vice President

		ARAB BANKING CORPORATION
		By:		/s/ Xxxxxx Xxxxxxxx
				Name:		Xxxxxx Xxxxxxxx
				Title:		Asst. GM/Admin
		By:		/s/ Rami El Rifai
				Name:		Rami El Rifai
				Title:		Vice President