AMENDMENT NO. 2 dated as of May 7, 2007 to the Five-Year Credit Agreement dated as of May 20, 2004 amongCredit Agreement • August 7th, 2007 • Marathon Oil Corp • Petroleum refining • New York
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 MORGAN STANLEY BANK, as Documentation Agents and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”).
MARATHON OIL CORPORATION 2007 INCENTIVE COMPENSATION PLANRestricted Stock Award Agreement • August 7th, 2007 • Marathon Oil Corp • Petroleum refining
Pursuant to this Award Agreement and the Marathon Oil Corporation 2007 Incentive Compensation Plan (the “Plan”), MARATHON OIL CORPORATION (the “Corporation”) hereby grants to [NAME] (the “Participant”), an employee of the Corporation or a Subsidiary, 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 16 of the Plan, and the Restricted Shares are subject to the following terms and conditions:
MARATHON OIL CORPORATION 2007 INCENTIVE COMPENSATION PLAN NONQUALIFIED STOCK OPTION AWARD AGREEMENT [GRANT DATE] OfficerMarathon Oil Corp • August 7th, 2007 • Petroleum refining
Pursuant to this Award Agreement, MARATHON OIL CORPORATION (the “Corporation”) hereby grants to [NAME] (the “Optionee”), an employee of the Corporation or a Subsidiary, 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 2007 Incentive Compensation Plan (the “Plan”), with such number of shares and such price per share being subject to adjustment as provided in Section 16 of the Plan, and further subject to the following terms and conditions:
MARATHON OIL CORPORATION PERFORMANCE UNIT AWARD AGREEMENTPerformance Unit Award Agreement • August 7th, 2007 • Marathon Oil Corp • Petroleum refining
Pursuant to this Award Agreement and the Marathon Oil Corporation 2007 Incentive Compensation Plan (the “Plan”), MARATHON OIL CORPORATION (the “Corporation”) hereby grants to [NAME] (the “Participant”), an employee of the Corporation or a Subsidiary, on May 30, 2007, [NUMBER] performance units (“Performance Units”), conditioned upon the Corporation’s TSR Percentile Ranking for the 2007-2009 Performance Cycle. The Performance Units are subject to the following terms and conditions:
