0001193125-12-088742 Sample Contracts

MARATHON OIL CORPORATION NONQUALIFIED STOCK OPTION AWARD AGREEMENT [GRANT DATE] Officer
Nonqualified Stock Option Award Agreement • February 29th, 2012 • Marathon Oil Corp • 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:

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MARATHON OIL CORPORATION PERFORMANCE UNIT AWARD AGREEMENT July 2011—December 2012 PERFORMANCE CYCLE
Performance Unit Award Agreement • February 29th, 2012 • 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 July 27, 2011, [NUMBER] performance units (“Performance Units”), conditioned upon the Corporation’s TSR Percentile Ranking for the July 2011 – December 2012 Performance Cycle. The Performance Units are subject to the following terms and conditions:

MARATHON OIL CORPORATION OFFICER RESTRICTED STOCK AWARD AGREEMENT [GRANT DATE]
Officer Restricted Stock Award Agreement • February 29th, 2012 • 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 PERFORMANCE UNIT AWARD AGREEMENT July 2011—December 2013 PERFORMANCE CYCLE
Performance Unit Award Agreement • February 29th, 2012 • 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 July 27, 2011, [NUMBER] performance units (“Performance Units”), conditioned upon the Corporation’s TSR Percentile Ranking for the July 2011 – December 2013 Performance Cycle. The Performance Units are subject to the following terms and conditions:

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