0001104659-05-025851 Sample Contracts

MARATHON OIL CORPORATION PERFORMANCE UNIT AWARD AGREEMENT

Performance Unit Award Agreement • May 27th, 2005 • Marathon Oil Corp • Petroleum refining

• Contract Type
  Performance Unit Award Agreement
• Filed
  May 27th, 2005
• Company
  Marathon Oil Corp
• Industry
  Petroleum refining

Pursuant to this Award Agreement and the Marathon Oil Corporation 2003 Incentive Compensation Plan (the “Plan”), MARATHON OIL CORPORATION (the “Corporation”) hereby grants to [NAME] (the “Participant”), an employee of the Corporation or an Affiliate, on May 25, 2005, [NUMBER] performance units (“Performance Units”), conditioned upon the Corporation’s TSR Percentile Ranking for the 2005-2007 Performance Cycle. The Performance Units are subject to the following terms and conditions:

MARATHON OIL CORPORATION NONQUALIFIED STOCK OPTION AWARD AGREEMENT [GRANT DATE] Officer

Marathon Oil Corp • May 27th, 2005 • Petroleum refining

• Company
  Marathon Oil Corp
• Filed
  May 27th, 2005
• Industry
  Petroleum refining

Pursuant to this Award Agreement, MARATHON OIL CORPORATION (the “Corporation”) hereby grants to [NAME] (the “Optionee”), an employee of the Corporation or an Affiliate, on [DATE] (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 2003 Incentive Compensation Plan (the “Plan”), with such number of shares and such price per share being subject to adjustment as provided in Section 17 of the Plan, and further subject to the following terms and conditions:

MARATHON OIL CORPORATION OFFICER RESTRICTED STOCK AWARD AGREEMENT [GRANT DATE]

Officer Restricted Stock Award Agreement • May 27th, 2005 • Marathon Oil Corp • Petroleum refining

• Contract Type
  Officer Restricted Stock Award Agreement
• Filed
  May 27th, 2005
• Company
  Marathon Oil Corp
• Industry
  Petroleum refining

Pursuant to this Award Agreement and the Marathon Oil Corporation 2003 Incentive Compensation Plan (the “Plan”), MARATHON OIL CORPORATION (the “Corporation”) hereby grants to [NAME] (the “Participant”), an employee of the Corporation or an Affiliate, on [DATE] (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 17 of the Plan, and the Restricted Shares are subject to the following terms and conditions: