0001193125-12-439194 Sample Contracts

MARATHON OIL CORPORATION DEBT SECURITIES Underwriting Agreement
Underwriting Agreement • October 29th, 2012 • Marathon Oil Corp • Crude petroleum & natural gas • New York

Marathon Oil Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), the principal amount of its debt securities identified in Schedules I-A and I-B hereto (the “Securities”), to be issued under the indenture specified in Schedules I-A and I-B hereto (the “Indenture”) between the Company and the Trustee identified in such Schedule (the “Trustee”). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedules I-A and I-B hereto, then the terms “Underwriters” and “Representatives,” as used herein, shall each be deemed to refer to such firm or firms.

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