0001193125-04-170233 Sample Contracts

FIRST AMENDMENT TO THE ASSET TRANSFER AND CONTRIBUTION AGREEMENT
Asset Transfer and Contribution Agreement • October 12th, 2004 • Marathon Oil Corp • Petroleum refining

This FIRST AMENDMENT TO THE ASSET TRANSFER AND CONTRIBUTION AGREEMENT (the “Amendment”) dated as of December 31, 1998, but effective as of January 1, 1998, is made by and among MARATHON OIL COMPANY, an Ohio corporation (“Marathon”), ASHLAND INC., a Kentucky corporation (“Ashland”), and MARATHON ASHLAND PETROLEUM LLC, a Delaware limited liability company (the “Company”).

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AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Rights Agreement • October 12th, 2004 • Marathon Oil Corp • Petroleum refining • Kentucky

THIS AMENDMENT NO. 1 (the “Amendment”) dated as of March 18, 2004, to the Rights Agreement, dated as of May 16, 1996 (the “Rights Agreement”), between Ashland Inc., a Kentucky corporation (the “Company”), and National City Bank, a Delaware corporation, as successor to Harris Trust and Savings Bank by appointment, as Rights Agent (the “Rights Agent”). Terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in the Rights Agreement.

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