MRO » Topics » Executive Change in Control Severance Benefits Plan

This excerpt taken from the MRO 10-K filed Feb 27, 2009.

Executive Change in Control Severance Benefits Plan

STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center">(Effective as of December 31, 2008)

SIZE="2">1. Purpose of the Plan.

Marathon Oil Corporation and its subsidiaries and affiliates recognize that the contributions of
its senior executives to the growth and success of the Corporation (as defined below) are and will continue to be substantial, and the Corporation desires to assure the continued employment of its senior executives. In this connection, the Board of
Directors of the Corporation (the “Board”) recognizes that, as is the case with many publicly-held corporations, the possibility of a change in control may exist and that such possibility, and the uncertainty and questions which it may
raise among management, may result in the departure or distraction of management personnel to the detriment of the Corporation and its stockholders.

FACE="Times New Roman" SIZE="2">Accordingly, the Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of the Corporation’s senior executives to their assigned duties
without distraction in the face of potentially disturbing circumstances arising from the possibility of a change in control of the Corporation.

SIZE="2">In order to induce senior executives to remain in the employ of the Corporation, the Corporation has established this Marathon Oil Corporation Executive Change in Control Severance Benefit Plan (the “Plan”) as set forth herein.

In accordance with the Policy Concerning Severance Agreements with Senior Executive Officers adopted by the Corporation effective
February 1, 2005, this restatement of the Plan is consistent with the Corporation’s change in control policy for senior executive officers adopted in 2001.








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