MRO » Topics » EXCESS BENEFIT PLAN

These excerpts taken from the MRO 10-K filed Feb 27, 2009.

EXCESS BENEFIT PLAN

STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center">Amended and Restated As Of

January 1,
2009








EXCESS BENEFIT PLAN

FACE="Times New Roman" SIZE="2">ARTICLE I. Purpose

On February 5, 1976, the Board of Directors of the former Marathon Oil Company (now
named “Marathon Oil Company”) resolved, effective January 1, 1976, to compensate employees for the loss of benefits under the Retirement Plan and the loss of Company contributions to the Thrift Plan that occur due to the limits
placed by the Code on benefits payable and contributions permitted under qualified plans. On the date of that resolution, the only limits placed by the Code were those contained in Code section 415. Accordingly, this Excess Benefit Plan was created.

On May 6, 1982, the former Marathon Oil Company adopted a Plan of Partial Liquidation. Pursuant to the Plan of Partial Liquidation and an
Agreement for Implementation of Plan of Partial Liquidation dated July 10, 1982, Marathon Oil Company (formerly “USS Holdings Company, Inc.”) assumed all of the obligations, terms, and conditions of the Retirement Plan, Thrift Plan,
and this Excess Benefit Plan.

On July 5, 1988, the Executive Committee of the Board of Directors of the Company approved amendments to this Excess
Benefit Plan effective January 1, 1988, designed to compensate employees for the loss of benefits under the Retirement Plan and the Thrift Plan due to certain additional limitations on benefits payable under qualified plans and contributions
permitted under qualified plans which were added to the Code by the Tax Reform Act of 1986. These limitations include Code section 415, Code section 401(k), Code section 401(m), Code section 402(g), and Code section 401(a)(17).

STYLE="margin-top:12px;margin-bottom:0px">Effective January 1, 2006, this Excess Benefit Plan was restated to incorporate prior amendments.

FACE="Times New Roman" SIZE="2">Effective January 1, 2009, this document is restated and shall apply only to benefits that are not fully distributed as of such date, including both 409A Accruals and Grandfathered Accruals. With respect to the
409A Accruals, the Excess Benefit Plan, as amended and restated, is intended to conform to the requirements of Code section 409A, and, in all respects, shall be administered and construed in accordance with such requirements. With respect to the
Grandfathered Accruals, the Excess Benefit Plan, as amended and restated, does not represent a material enhancement of the benefits or rights available under the Excess Benefit Plan on October 3, 2004.

STYLE="margin-top:12px;margin-bottom:0px">This Excess Benefit Plan sets forth the terms and conditions under which benefits designed to compensate Employees for the aforementioned losses of benefits shall be
accrued and paid by the applicable Employer. Capitalized terms, unless otherwise specified, are defined under the Retirement Plan and the Thrift Plan. In addition, for purposes of this Article I and the remainder of this Plan, the following
definitions apply:

409A Accruals” means those benefits that were accrued after or became vested after 2004, as adjusted for interest or
changes in present value, as applicable. Such amounts shall be determined in accordance with Code section 409A.








Code” means the Internal Revenue Code.

FACE="Times New Roman" SIZE="2">“Code section 409A” means section 409A of the Code and any Treasury and Internal Revenue Service regulations and guidance issued thereunder.

STYLE="margin-top:12px;margin-bottom:0px">Company” means Marathon Oil Company.

SIZE="2">“Employee” means any individual employed by an Employer.

Employer” includes the Company and each related
company or business which is part of the same controlled group under Code sections 414(b) or 414(c); provided that where specified by the Employer in accordance with Code section 409A in applying Code section 1563(a)(1) – (a)(3) for purposes of
determining a controlled group of corporations under Code section 414(b) and in applying Treasury Regulation section 1.414(c)-2 for purposes of determining whether trades or businesses are under common control under Code section 414(c), the phrase
“at least 50 percent” is used instead of “at least 80 percent.” In addition, the term “Employer” shall also include any entity that previously met the requirements of an “Employer” as set forth herein that
continues to employ a Participant to the extent so designated by the Plan Administrator.

Excess Benefit Plan” means the Marathon Oil
Company Excess Benefit Plan.

Grandfathered Accruals” means those benefits that are exempt from Code section 409A because they were
accrued and vested before January 1, 2005, as adjusted for interest or changes in present value, as applicable. Such amounts shall be determined in accordance with Code section 409A.

STYLE="margin-top:12px;margin-bottom:0px">Retirement Plan” means the Retirement Plan of Marathon Oil Company.

FACE="Times New Roman" SIZE="2">“Separation from Service” shall have the same meaning as set forth under Code section 409A with respect to an Employer.

FACE="Times New Roman" SIZE="2">“Specified Employee” shall have the meaning as set forth under Code section 409A and as determined by the Employer in accordance with its established policy.

STYLE="margin-top:12px;margin-bottom:0px">Thrift Plan” means the Marathon Oil Company Thrift Plan.

 


Page 2









EXCESS BENEFIT PLAN

STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center">Amended and Restated As Of

January 1,
2009








EXCESS BENEFIT PLAN

FACE="Times New Roman" SIZE="2">ARTICLE I. Purpose

The Marathon Oil Company Excess Benefit Plan was established February 5, 1976 and has
been amended from time to time. Its stated purpose is to compensate employees for the loss of benefits under the Retirement Plan of Marathon Oil Company and the Marathon Oil Company Thrift Plan that occur due to limitations placed by the Internal
Revenue Code on benefits payable and contributions permitted under qualified plans. These limitations include Code section 415, Code section 401(k), Code section 401(m), Code section 402(g), and Code section 401(a)(17).

STYLE="margin-top:12px;margin-bottom:0px">On January 1, 1998, Marathon Oil Company and Ashland Petroleum Inc. entered into a joint venture, called Marathon Ashland Petroleum LLC (“MAPLLC”). As a
result of the formation of the joint venture and the transfer of a significant number of Marathon employees to MAPLLC, on April 1, 1998 a portion of the Marathon Oil Company Retirement Plan was spun off to create the Marathon Ashland Petroleum
LLC Retirement Plan (“Retirement Plan”). Consistent with that action and pursuant to the agreement of the parties, Excess Retirement Benefits and Excess Thrift Benefits under the Marathon Oil Company Excess Benefit Plan for employees who
transferred to MAPLLC during the 1998 calendar year were spun-off to create the Marathon Ashland Petroleum LLC Excess Benefit Plan. Any elections in effect under the Marathon Oil Company Excess Benefit Plan (such as beneficiary designations or Group
I employee elections, etc.) continued to apply under the MAPLLC Excess Benefit Plan, until and unless changed. The terms and conditions of this MAPLLC Excess Benefit Plan were substantially the same as the terms and conditions of the Marathon Excess
Benefit Plan.

Effective September 1, 2005, Marathon Ashland Petroleum LLC changed its name to Marathon Petroleum Company LLC (“MPC” or
“the Company”). Therefore, “MAP” has been replaced with “MPC” throughout this document, and all references to MPC are one and the same with respect to previous references to MAP. The name change from MAP to MPC does not
affect any benefits under this Plan.

Effective January 1, 2006, this Excess Benefit Plan was restated to incorporate prior amendments.

STYLE="margin-top:12px;margin-bottom:0px">Effective January 1, 2009, this document is restated and shall apply only to benefits that are not fully distributed as of such date, including both 409A Accruals
and Grandfathered Accruals. With respect to the 409A Accruals, the Excess Benefit Plan, as amended and restated, is intended to conform to the requirements of Code section 409A, and, in all respects, shall be administered and construed in accordance
with such requirements. With respect to the Grandfathered Accruals, the Excess Benefit Plan, as amended and restated, does not represent a material enhancement of the benefits or rights available under the Excess Benefit Plan on October 3,
2004.








This Excess Benefit Plan sets forth the terms and conditions under which benefits designed to compensate Employees for
the aforementioned losses of benefits shall be accrued and paid by the applicable Employer. Capitalized terms, unless otherwise specified, are defined under the Retirement Plan and the Thrift Plan. In addition, for purposes of this Article I
and the remainder of this Plan, the following definitions apply:

409A Accruals” means those benefits that were accrued after or became
vested after 2004, as adjusted for interest or changes in present value, as applicable. Such amounts shall be determined in accordance with Code section 409A.

SIZE="2">“Code” means the Internal Revenue Code.

Code section 409A” means section 409A of the Code and any Treasury and
Internal Revenue Service regulations and guidance issued thereunder.

Company” means Marathon Petroleum Company LLC.

STYLE="margin-top:12px;margin-bottom:0px">Employee” means any individual employed by an Employer.

SIZE="2">“Employer” includes the Company and each related company or business which is part of the same controlled group under Code sections 414(b) or 414(c); provided that where specified by the Employer in accordance with Code
section 409A in applying Code section 1563(a)(1) – (a)(3) for purposes of determining a controlled group of corporations under Code section 414(b) and in applying Treasury Regulation section 1.414(c)-2 for purposes of determining whether trades
or businesses are under common control under Code section 414(c), the phrase “at least 50 percent” is used instead of “at least 80 percent.” In addition, the term “Employer” shall also include any entity that previously
met the requirements of an “Employer” as set forth herein that continues to employ a Participant to the extent so designated by the Plan Administrator.

SIZE="2">“Excess Benefit Plan” means the Marathon Petroleum Company LLC Excess Benefit Plan.

Grandfathered Accruals
means those benefits that are exempt from Code section 409A because they were accrued and vested before January 1, 2005, as adjusted for interest or changes in present value, as applicable. Such amounts shall be determined in accordance with
Code section 409A.

Retirement Plan” means the Refining, Marketing and Transportation Sub-Plan of the Marathon Petroleum Company LLC
Retirement Plan.

Separation from Service” shall have the same meaning as set forth under Code section 409A with respect to an Employer.

Specified Employee” shall have the meaning as set forth under Code section 409A and as determined by the Employer in accordance with its
established policy.








Thrift Plan” means the Marathon Oil Company Thrift Plan.

STYLE="margin-top:18px;margin-bottom:0px">ARTICLE II. Eligibility

 





2.1Eligibility for Benefits

The following individuals are eligible to
accrue Excess Benefit Plan benefits:

(a) Every individual who qualifies for a benefit under the terms of the Retirement Plan and
(1) whose benefit as determined under Article V, Section A, or B and C, of the Retirement Plan is reduced due to salary deferrals under the Marathon Petroleum Company LLC Deferred Compensation Plan or any similar plan maintained by the Employer
or by either Code section 415 or the annual compensation limit as set forth under Code section 401(a)(17) (collectively, the “Defined Benefit Limits”), or (2) would accrue a Special Excess Bonus Recognition benefit as set forth in
section 3.1(b) hereof and is designated by the Plan Administrator.

(b) Every individual who participates in the Thrift Plan and who
(i) has potential contributions to the Thrift Plan limited by Code Requirements (as defined below) to a point which precludes the individual’s receipt of the maximum matching Company Contributions provided under Article VI of the Thrift
Plan; (ii) is limited by Code Requirements to making contributions to the Thrift Plan at a percentage that is less than their elected contribution percentage; and (iii) continues to make After-Tax and MSP Contributions to the Thrift Plan
at the maximum rate as limited by Code requirements. As used in this Excess Benefit Plan, the term “Code Requirements” includes, and is limited to, the following requirements:

STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 






 (1)Code section 415;

 






 (2)Code section 401(k) (Actual Deferral Percentage test) and Code section 401(m) (Actual Contribution Percentage test);
STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 






 (3)The Code section 402(g) annual dollar limitation on MSP Contributions; or

 






 (4)The annual compensation limit as set forth under Code section 401(a)(17).

FACE="Times New Roman" SIZE="2">Every individual who is eligible to receive benefits under this Excess Benefit Plan by reason of his or her active employment with an Employer shall be known as a Participant. Every individual who becomes eligible to
receive benefits under this Excess Benefit Plan in the event of the death of a Participant shall be known as a Beneficiary. The Beneficiary of a Participant under this Excess Benefit Plan shall be such Beneficiary as may be provided under
Section 3.3(b).












2.2No Duplication of Benefits

Any individual who is
eligible under the terms of the Marathon Petroleum Company LLC Deferred Compensation Plan or any similar plan maintained by the Employer shall receive excess Thrift accruals under that plan. No participant shall receive duplicate benefits under the
Thrift Plan, Excess Benefit Plan, or a Deferred Compensation Plan.

EXCESS BENEFIT PLAN

STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center">Amended and Restated As Of

January 1,
2009








EXCESS BENEFIT PLAN

FACE="Times New Roman" SIZE="2">ARTICLE I. Purpose

This Plan, formerly known as the Emro Marketing Company Excess Benefit Plan, was amended and
restated to become the Speedway SuperAmerica LLC Excess Benefit Plan effective January 1, 1999 and to include amendments made to the plan effective January 1, 1997 relating to the provision of additional benefits for amounts deferred under
the Company’s existing and former deferred compensation plans as well as amendments made to recognize non-consecutive bonuses in calculating Final Average Pay. The purpose of this Plan is to compensate employees for the loss of benefits under
the Speedway SuperAmerica LLC Retirement Plan (the “Retirement Plan”, formerly the Retail Sub-Plan of the Marathon Ashland Petroleum Retirement Plan) due to certain limits placed by the Internal Revenue Code (“Code”) and in
certain cases to provide benefits relating to compensation updates under the provisions of that Plan relating to the former Petroleum Marketing Retirement Plan which was merged into the Retirement Plan but which are unavailable under the qualified
plan due to certain Code limitations.

Effective January 1, 2009, this document is restated and shall apply only to benefits that are not fully
distributed as of such date, including both 409A Accruals and Grandfathered Accruals. With respect to the 409A Accruals, the Excess Benefit Plan, as amended and restated, is intended to conform to the requirements of Code section 409A, and, in all
respects, shall be administered and construed in accordance with such requirements. With respect to the Grandfathered Accruals, the Excess Benefit Plan, as amended and restated, does not represent a material enhancement of the benefits or rights
available under the Excess Benefit Plan on October 3, 2004.

This Excess Benefit Plan sets forth the terms and conditions under which benefits
designed to compensate Employees for the aforementioned losses of benefits shall be accrued and paid by the applicable Employer. Capitalized terms, unless otherwise specified, are defined under the Retirement Plan. In addition, for purposes
of this Article I and the remainder of this Plan, the following definitions apply:

409A Accruals” means those benefits that were accrued
after or became vested after 2004, as adjusted for interest or changes in present value, as applicable. Such amounts shall be determined in accordance with Code section 409A.

FACE="Times New Roman" SIZE="2">“Code” means the Internal Revenue Code.

Code section 409A” means section 409A of the
Code and any Treasury and Internal Revenue Service regulations and guidance issued thereunder.

Company” means Speedway SuperAmerica LLC.

Employee” means any individual employed by an Employer.








Employer” includes the Company and each related company or business which is part of the same
controlled group under Code sections 414(b) or 414(c); provided that where specified by the Employer in accordance with Code section 409A in applying Code section 1563(a)(1) – (a)(3) for purposes of determining a controlled group of
corporations under Code section 414(b) and in applying Treasury Regulation section 1.414(c)-2 for purposes of determining whether trades or businesses are under common control under Code section 414(c), the phrase “at least 50 percent” is
used instead of “at least 80 percent.” In addition, the term “Employer” shall also include any entity that previously met the requirements of an “Employer” as set forth herein that continues to employ a Participant to
the extent so designated by the Plan Administrator.

Excess Benefit Plan” means the Speedway SuperAmerica LLC Excess Benefit Plan.

Grandfathered Accruals” means those benefits that are exempt from Code section 409A because they were accrued and vested before
January 1, 2005, as adjusted for interest or changes in present value, as applicable. Such amounts shall be determined in accordance with Code section 409A.

SIZE="2">“Retirement Plan” means the Speedway SuperAmerica LLC Retirement Plan.

Separation from Service” shall have the
same meaning as set forth under Code section 409A with respect to an Employer.

Specified Employee” shall have the meaning as set forth
under Code section 409A and as determined by the Employer in accordance with its established policy.

EXCERPTS ON THIS PAGE:

10-K (6 sections)
Feb 27, 2009
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