0001193125-12-222274 Sample Contracts

MARATHON PETROLEUM CORPORATION RESTRICTED STOCK AWARD AGREEMENT [GRANT DATE] Officer

Restricted Stock Award Agreement • May 9th, 2012 • Marathon Petroleum Corp • Petroleum refining

• Contract Type
  Restricted Stock Award Agreement
• Filed
  May 9th, 2012
• Company
  Marathon Petroleum Corp
• Industry
  Petroleum refining

Pursuant to this Award Agreement and the Marathon Petroleum Corporation Second Amended and Restated 2011 Incentive Compensation Plan (the “Plan”), MARATHON PETROLEUM 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 14 of the Plan, and the Restricted Shares are subject to the following terms and conditions:

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

Nonqualified Stock Option Award Agreement • May 9th, 2012 • Marathon Petroleum Corp • Petroleum refining

• Contract Type
  Nonqualified Stock Option Award Agreement
• Filed
  May 9th, 2012
• Company
  Marathon Petroleum Corp
• Industry
  Petroleum refining

Pursuant to this Award Agreement, MARATHON PETROLEUM 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 Petroleum Corporation Second Amended and Restated 2011 Incentive Compensation Plan (the “Plan”), with such number of shares and such price per share being subject to adjustment as provided in Section 14 of the Plan, and further subject to the following terms and conditions:

MARATHON PETROLEUM CORPORATION PERFORMANCE UNIT AWARD AGREEMENT

Performance Unit Award Agreement • May 9th, 2012 • Marathon Petroleum Corp • Petroleum refining

• Contract Type
  Performance Unit Award Agreement
• Filed
  May 9th, 2012
• Company
  Marathon Petroleum Corp
• Industry
  Petroleum refining

Pursuant to this Award Agreement and the Marathon Petroleum Corporation Second Amended and Restated 2011 Incentive Compensation Plan (the “Plan”), MARATHON PETROLEUM CORPORATION (the “Corporation”) hereby grants to [NAME] (the “Participant”), an employee of the Corporation or a Subsidiary, on July 1, 2011, [NUMBER] performance units (“Performance Units”), conditioned upon the Corporation’s TSR Percentile Ranking for the Performance Cycle. The Performance Units are subject to the following terms and conditions: