0001193125-11-117564 Sample Contracts

EMPLOYEE MATTERS AGREEMENT Dated as of [ ], 2011 by and between MARATHON OIL CORPORATION and MARATHON PETROLEUM CORPORATION
Employee Matters Agreement • April 29th, 2011 • Marathon Petroleum Corp • Petroleum refining • New York

This Employee Matters Agreement (this “Agreement”), dated as of [ ], 2011, is by and between Marathon Oil Corporation, a Delaware corporation (“Marathon Oil” or “MRO”), and Marathon Petroleum Corporation, a Delaware corporation (“Marathon Petroleum” or “MPC”).

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TAX SHARING AGREEMENT by and between Marathon Oil Corporation, Marathon Petroleum Corporation, and MPC Investment LLC Dated as of
Tax Sharing Agreement • April 29th, 2011 • Marathon Petroleum Corp • Petroleum refining
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SEPARATION AND DISTRIBUTION AGREEMENT Dated as of [ ], 2011 Among MARATHON OIL CORPORATION, MARATHON OIL COMPANY and MARATHON PETROLEUM CORPORATION
Separation and Distribution Agreement • April 29th, 2011 • Marathon Petroleum Corp • Petroleum refining • New York

THIS SEPARATION AND DISTRIBUTION AGREEMENT is made as of [ ], 2011 among Marathon Oil Corporation, a Delaware corporation (“Marathon Oil”), Marathon Oil Company, an Ohio corporation and a direct, wholly owned subsidiary of Marathon Oil (“MOC”), and Marathon Petroleum Corporation, a Delaware corporation (“Marathon Petroleum”), and, as of the date hereof, a direct, wholly owned subsidiary of MOC.

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TRANSITION SERVICES AGREEMENT
Transition Services Agreement • April 29th, 2011 • Marathon Petroleum Corp • Petroleum refining • New York
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