MRO » Topics » General Provisions

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

ARTICLE VII. General Provisions

 

7.1 Notices

Each Participant entitled to benefits under the Excess Benefit Plan must file in writing with the Plan Administrator such Participant’s post office address and each change of post office address. Any communication, statement or notice addressed to any such Participant at the last post office address filed with the Plan Administrator will be binding upon such person for all purposes of the Excess Benefit Plan, and the Plan Administrator shall not be obligated to search for or ascertain the whereabouts of any Participant. Any notice or document required to be given or filed with the Plan Administrator shall be considered as given or filed if delivered or mailed by registered mail, postage prepaid, to Rodney P. Nichols, Vice President of Human Resources, Marathon Petroleum Company LLC, P. O. Box 1, Findlay, Ohio 45839-0001.

 

7.2 Employment Rights

The Excess Benefit Plan does not constitute a contract of employment, and participation in the Excess Benefit Plan will not give any Participant the right to be retained in the employ of the Company nor any right or claim to any benefit under the Excess Benefit Plan, unless such right or claim has specifically accrued under the terms of the Excess Benefit Plan.

 

7.3 Interests Not Transferable

Except as may be required by law, including the federal income and employment tax withholding provisions of the Code, or of an applicable state’s income tax act, the interests of Participants and their Beneficiaries under this Excess Benefit Plan are not subject to the claims of their creditors and may not be voluntarily or involuntarily sold, transferred, alienated, assigned or encumbered. Notwithstanding any provision of the Excess Benefit Plan to the contrary, the Excess Benefit Plan shall not recognize or give effect to any domestic relations order attempting to alienate, transfer or assign any Participant benefits. The preceding shall not preclude the Employer from asserting any claim for damages or for any debt that the Employer may have with respect to the Participant; provided that any offset shall apply only where such debt is incurred in the ordinary course of the service relationship between the Employer and the Participant, the entire amount of reduction in any of the Participant’s taxable years does not exceed $5,000, and the reduction is made at the same time and in the same amount as the debt otherwise would have been due and collected from the Participant.

 

7.4 Facility of Payment

When a Participant entitled to benefits under the Excess Benefit Plan is under a legal disability, or, in the Plan Administrator’s opinion, is in any way incapacitated so as to be unable to manage their financial affairs, the Plan Administrator may direct that the benefits to which such Participant otherwise would be entitled shall be made to such Participant’s legal representative, or to such other person or persons as the Plan Administrator may direct the application of the benefits for the benefit of such Participant. Any payment made in accordance with such provisions of this Section 7.4 shall be a full and complete discharge of any liability for such payment.

 

Page 10


7.5 Controlling State Law

To the extent not superseded by the laws of the United States, the laws of the State of Ohio shall be controlling in all matters relating to the Excess Benefit Plan.

 

7.6 Severability

In case any provisions of the Excess Benefit Plan shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of the Excess Benefit Plan, and the Excess Benefit Plan shall be construed and enforced as if such illegal and invalid provisions had never been set forth in the Excess Benefit Plan.

 

7.7 Statutory References

All references to the Code and ERISA include reference to any comparable or succeeding provisions of any legislation, which amends, supplements or replaces such section or subsection.

 

7.8 Headings

Section headings and titles are for reference only. In the event of a conflict between a title and the content of a section, the content of the section shall control.

 

7.9 Non-taxable Benefits

It is the intention of the Company that this Excess Benefit Plan meet all requirements of the Code so that the benefits provided be non-taxable during the period of deferral and until actual distribution is made.

 

7.10 Affect on Other Benefit Plans

Any benefit payable under the Retirement Plan shall be paid solely in accordance with the terms and provisions of that Plan, and nothing in the Excess Benefit Plan shall operate or be construed in any way to modify, amend, or affect the terms and provisions of the Retirement Plan.

 

Page 11


IN WITNESS WHEREOF, Marathon Oil Company has caused its name to be hereunto subscribed by its Vice President, Marathon Oil Company, and its corporate seal to be hereto affixed.

 

MARATHON OIL COMPANY
By:   /s/ Eileen M. Campbell
Its:   Vice President – Human Resources
Attest:    
Its:    
  (Corporate Seal)

 

STATE OF TEXAS    )   
   )    ss.
COUNTY OF HARRIS    )   

On this 16th day of December, 2008, before me, a notary public within and for the State of Texas, personally appeared Eileen M. Campbell to me personally known, who being by me first duly sworn, did depose and say that they are the Vice President, Human Resources of Marathon Oil Company, the Corporation named in and which executed the foregoing instrument; that the seal affixed to the instrument (if any) is the seal of said corporation, and that said instrument was signed and sealed on behalf of said corporation by authority of its Board of Directors; and they acknowledged said instrument to be the free act and deed of said corporation.

 

Dorothy M. Bell
Notary Public, State of Texas

(Notarial Seal)

ARTICLE VII. General Provisions

 

7.1 Notices

Each Participant entitled to benefits under the Excess Benefit Plan must file in writing with the Plan Administrator such Participant’s post office address and each change of post office address. Any communication, statement or notice addressed to any such Participant at the last post office address filed with the Plan Administrator will be binding upon such person for all purposes of the Excess Benefit Plan, and the Plan Administrator shall not be obligated to search for or ascertain the whereabouts of any Participant. Any notice or document required to be given or filed with the Plan Administrator shall be considered as given or filed if delivered or mailed by registered mail, postage prepaid, to Rodney P. Nichols, Vice President of Human Resources, P. O. Box 1, Findlay, Ohio 45839-0001.

 

7.2 Employment Rights

The Excess Benefit Plan does not constitute a contract of employment, and participation in the Excess Benefit Plan will not give any Participant the right to be retained in the employ of the Company or any Employer nor any right or claim to any benefit under the Excess Benefit Plan, unless such right or claim has specifically accrued under the terms of the Excess Benefit Plan.

 

7.3 Interests Not Transferable

Except as may be required by law, including the federal income and employment tax withholding provisions of the Code, or of an applicable state’s income tax act, the interests of Participants and their Beneficiaries under this Excess Benefit Plan are not subject to the claims of their creditors and may not be voluntarily or involuntarily sold, transferred, alienated, assigned or encumbered. Notwithstanding any provision of the Excess Benefit Plan to the contrary, the Excess Benefit Plan shall not recognize or give effect to any domestic relations order attempting to alienate, transfer or assign any Participant benefits. The preceding shall not preclude the


Employer from asserting any claim for damages or for any debt that the Employer may have with respect to the Participant; provided that any offset shall apply only where such debt is incurred in the ordinary course of the service relationship between the Employer and the Participant, the entire amount of reduction in any of the Participant’s taxable years does not exceed $5,000, and the reduction is made at the same time and in the same amount as the debt otherwise would have been due and collected from the Participant.

 

7.4 Facility of Payment

When a Participant entitled to benefits under the Excess Benefit Plan is under a legal disability, or, in the Plan Administrator’s opinion, is in any way incapacitated so as to be unable to manage their financial affairs, the Plan Administrator may direct that the benefits to which such Participant otherwise would be entitled shall be made to such Participant’s legal representative, or to such other person or persons as the Plan Administrator may direct the application of the benefits for the benefit of such Participant. Any payment made in accordance with such provisions of this Section 7.4 shall be a full and complete discharge of any liability for such payment.

 

7.5 Controlling State Law

To the extent not superseded by the laws of the United States, the laws of the State of Ohio shall be controlling in all matters relating to the Excess Benefit Plan.

 

7.6 Severability

In case any provisions of the Excess Benefit Plan shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of the Excess Benefit Plan, and the Excess Benefit Plan shall be construed and enforced as if such illegal and invalid provisions had never been set forth in the Excess Benefit Plan.

 

7.7 Statutory References

All references to the Code and ERISA include reference to any comparable or succeeding provisions of any legislation, which amends, supplements or replaces such section or subsection.

 

7.8 Headings

Section headings and titles are for reference only. In the event of a conflict between a title and the content of a section, the content of the section shall control.

 

7.9 Non-taxable Benefits

It is the intention of the Company that this Excess Benefit Plan meet all requirements of the Code so that the benefits provided be non-taxable during the period of deferral and until actual distribution is made.

 

7.10 Affect on Other Benefit Plans

Any benefit payable under the Retirement Plan or the Thrift Plan shall be paid solely in accordance with the terms and provisions of those Plans, and nothing in the Excess Benefit Plan shall operate or be construed in any way to modify, amend, or affect the terms and provisions of the Retirement Plan or Thrift Plan.


IN WITNESS WHEREOF, Marathon Oil Company has caused its name to be hereunto subscribed by its Vice President, Marathon Oil Company, and its corporate seal to be hereto affixed.

 

MARATHON OIL COMPANY
By:   /s/ Eileen M. Campbell
Its:   Vice President, Human Resources
Attest:   William F. Schwind, Jr.
Its:   V.P., General Counsel & Secretary
(Corporate Seal)

 

STATE OF TEXAS    )   
   )    ss.
COUNTY OF HARRIS    )   

On this 15th day of December, 2008, before me, a notary public within and for the State of Texas, personally appeared Eileen Campbell and William Schwind, to me personally known, who being by me first duly sworn, did depose and say that they are the Vice President & Secretary, of Marathon Oil Company, the Corporation named in and which executed the foregoing instrument; that the seal affixed to the instrument (if any) is the seal of said corporation, and that said instrument was signed and sealed on behalf of said corporation by authority of its Board of Directors; and they acknowledged said instrument to be the free act and deed of said corporation.

 

Dorothy M. Bell
Notary Public, State of Texas

(Notarial Seal)

ARTICLE VII. General Provisions

 

7.1 Notices

Each Participant entitled to benefits under the Excess Benefit Plan must file in writing with the Plan Administrator such Participant’s post office address and each change of post office address. Any communication, statement or notice addressed to any such Participant at the last post office address filed with the Plan Administrator will be binding upon such person for all purposes of the Excess Benefit Plan, and the Plan Administrator shall not be obligated to search for or ascertain the whereabouts of any Participant. Any notice or document required to be given or filed with the Plan Administrator shall be considered as given or filed if delivered or mailed by registered mail, postage prepaid, to Eileen M. Campbell, Vice President of Human Resources, P.O. Box 3128, Houston, TX 77253.

 

7.2 Employment Rights

The Excess Benefit Plan does not constitute a contract of employment, and participation in the Excess Benefit Plan will not give any Participant the right to be retained in the employ of the Company or any Employer nor any right or claim to any benefit under the Excess Benefit Plan, unless such right or claim has specifically accrued under the terms of the Excess Benefit Plan.

 

7.3 Interests Not Transferable

Except as may be required by law, including the federal income and employment tax withholding provisions of the Code, or of an applicable state’s income tax act, the interests of Participants and their Beneficiaries under this Excess Benefit Plan are not subject to the claims of their creditors and may not be voluntarily or involuntarily sold, transferred, alienated, assigned or encumbered. Notwithstanding any provision of the Excess Benefit Plan to the contrary, the Excess Benefit Plan shall not recognize or give effect to any domestic relations order attempting to alienate, transfer or assign any Participant benefits. The preceding shall not preclude the Employer from asserting any claim for damages or for any debt that the Employer may have with respect to the Participant; provided that any offset shall apply only where such debt is incurred in the ordinary course of the service relationship between the Employer and the Participant, the entire amount of reduction in any of the Participant’s taxable years does not exceed $5,000, and the reduction is made at the same time and in the same amount as the debt otherwise would have been due and collected from the Participant.

 

Page 11


7.4 Facility of Payment

When a Participant entitled to benefits under the Excess Benefit Plan is under a legal disability, or, in the Plan Administrator’s opinion, is in any way incapacitated so as to be unable to manage their financial affairs, the Plan Administrator may direct that the benefits to which such Participant otherwise would be entitled shall be made to such Participant’s legal representative, or to such other person or persons as the Plan Administrator may direct the application of the benefits for the benefit of such Participant. Any payment made in accordance with such provisions of this Section 7.4 shall be a full and complete discharge of any liability for such payment.

 

7.5 Controlling State Law

To the extent not superseded by the laws of the United States, the laws of the State of Texas shall be controlling in all matters relating to the Excess Benefit Plan.

 

7.6 Severability

In case any provisions of the Excess Benefit Plan shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of the Excess Benefit Plan, and the Excess Benefit Plan shall be construed and enforced as if such illegal and invalid provisions had never been set forth in the Excess Benefit Plan.

 

7.7 Statutory References

All references to the Code and ERISA include reference to any comparable or succeeding provisions of any legislation, which amends, supplements or replaces such section or subsection.

 

7.8 Headings

Section headings and titles are for reference only. In the event of a conflict between a title and the content of a section, the content of the section shall control.

 

7.9 Non-taxable Benefits

It is the intention of the Company that this Excess Benefit Plan meet all requirements of the Code so that the benefits provided be non-taxable during the period of deferral and until actual distribution is made.

 

7.10 Affect on Other Benefit Plans

Any benefit payable under the Retirement Plan or the Thrift Plan shall be paid solely in accordance with the terms and provisions of those Plans, and nothing in the Excess Benefit Plan shall operate or be construed in any way to modify, amend, or affect the terms and provisions of the Retirement Plan or Thrift Plan.

 

Page 12


IN WITNESS WHEREOF, Marathon Oil Company has caused its name to be hereunto subscribed by its Vice President, Marathon Oil Company, and its corporate seal to be hereto affixed.

 

MARATHON OIL COMPANY
By:   /s/ Eileen M. Campbell
Its:   Vice President, Human Resources
Attest:   William F. Schwind, Jr.
Its:   V.P., General Counsel & Secretary
(Corporate Seal)

 

STATE OF TEXAS    )   
   )    ss.
COUNTY OF HARRIS    )   

On this 15th day of December, 2008, before me, a notary public within and for the State of Texas, personally appeared Eileen Campbell and William Schwind, to me personally known, who being by me first duly sworn, did depose and say that they are the Vice President & Secretary, of Marathon Oil Company, the Corporation named in and which executed the foregoing instrument; that the seal affixed to the instrument (if any) is the seal of said corporation, and that said instrument was signed and sealed on behalf of said corporation by authority of its Board of Directors; and they acknowledged said instrument to be the free act and deed of said corporation.

 

Dorothy M. Bell
Notary Public, State of Texas

(Notarial Seal)

ARTICLE VII. General Provisions

 

7.1 Notices

Each Participant entitled to benefits under the Excess Benefit Plan must file in writing with the Plan Administrator such Participant’s post office address and each change of post office address. Any communication, statement or notice addressed to any such Participant at the last post office address filed with the Plan Administrator will be binding upon such person for all purposes of the Excess Benefit Plan, and the Plan Administrator shall not be obligated to search for or ascertain the whereabouts of any Participant. Any notice or document required to be given or filed with the Plan Administrator shall be considered as given or filed if delivered or mailed by registered mail, postage prepaid, to Eileen M. Campbell, Vice President of Human Resources, P.O. Box 3128, Houston, TX 77253.

 

7.2 Employment Rights

The Excess Benefit Plan does not constitute a contract of employment, and participation in the Excess Benefit Plan will not give any Participant the right to be retained in the employ of the Company or any Employer nor any right or claim to any benefit under the Excess Benefit Plan, unless such right or claim has specifically accrued under the terms of the Excess Benefit Plan.

 

7.3 Interests Not Transferable

Except as may be required by law, including the federal income and employment tax withholding provisions of the Code, or of an applicable state’s income tax act, the interests of Participants and their Beneficiaries under this Excess Benefit Plan are not subject to the claims of their creditors and may not be voluntarily or involuntarily sold, transferred, alienated, assigned or encumbered. Notwithstanding any provision of the Excess Benefit Plan to the contrary, the Excess Benefit Plan shall not recognize or give effect to any domestic relations order attempting to alienate, transfer or assign any Participant benefits. The preceding shall not preclude the Employer from asserting any claim for damages or for any debt that the Employer may have with respect to the Participant; provided that any offset shall apply only where such debt is incurred in the ordinary course of the service relationship between the Employer and the Participant, the entire amount of reduction in any of the Participant’s taxable years does not exceed $5,000, and the reduction is made at the same time and in the same amount as the debt otherwise would have been due and collected from the Participant.

 

Page 11


7.4 Facility of Payment

When a Participant entitled to benefits under the Excess Benefit Plan is under a legal disability, or, in the Plan Administrator’s opinion, is in any way incapacitated so as to be unable to manage their financial affairs, the Plan Administrator may direct that the benefits to which such Participant otherwise would be entitled shall be made to such Participant’s legal representative, or to such other person or persons as the Plan Administrator may direct the application of the benefits for the benefit of such Participant. Any payment made in accordance with such provisions of this Section 7.4 shall be a full and complete discharge of any liability for such payment.

 

7.5 Controlling State Law

To the extent not superseded by the laws of the United States, the laws of the State of Texas shall be controlling in all matters relating to the Excess Benefit Plan.

 

7.6 Severability

In case any provisions of the Excess Benefit Plan shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of the Excess Benefit Plan, and the Excess Benefit Plan shall be construed and enforced as if such illegal and invalid provisions had never been set forth in the Excess Benefit Plan.

 

7.7 Statutory References

All references to the Code and ERISA include reference to any comparable or succeeding provisions of any legislation, which amends, supplements or replaces such section or subsection.

 

7.8 Headings

Section headings and titles are for reference only. In the event of a conflict between a title and the content of a section, the content of the section shall control.

 

7.9 Non-taxable Benefits

It is the intention of the Company that this Excess Benefit Plan meet all requirements of the Code so that the benefits provided be non-taxable during the period of deferral and until actual distribution is made.

 

7.10 Affect on Other Benefit Plans

Any benefit payable under the Retirement Plan or the Thrift Plan shall be paid solely in accordance with the terms and provisions of those Plans, and nothing in the Excess Benefit Plan shall operate or be construed in any way to modify, amend, or affect the terms and provisions of the Retirement Plan or Thrift Plan.

 

Page 12


IN WITNESS WHEREOF, Marathon Oil Company has caused its name to be hereunto subscribed by its Vice President, Marathon Oil Company, and its corporate seal to be hereto affixed.

 

MARATHON OIL COMPANY
By:   /s/ Eileen M. Campbell
Its:   Vice President, Human Resources
Attest:   William F. Schwind, Jr.
Its:   V.P., General Counsel & Secretary
(Corporate Seal)

 

STATE OF TEXAS    )   
   )    ss.
COUNTY OF HARRIS    )   

On this 15th day of December, 2008, before me, a notary public within and for the State of Texas, personally appeared Eileen Campbell and William Schwind, to me personally known, who being by me first duly sworn, did depose and say that they are the Vice President & Secretary, of Marathon Oil Company, the Corporation named in and which executed the foregoing instrument; that the seal affixed to the instrument (if any) is the seal of said corporation, and that said instrument was signed and sealed on behalf of said corporation by authority of its Board of Directors; and they acknowledged said instrument to be the free act and deed of said corporation.

 

Dorothy M. Bell
Notary Public, State of Texas

(Notarial Seal)

ARTICLE XI. General Provisions

 

11.1.  Notices

Each Participant entitled to benefits under the Plan must file in writing with the Plan Administrator such Participant’s post office address and each change of post office address. Any communication, statement or notice addressed to any such Participant at the last post office address filed with the Plan Administrator will be binding upon such person for all purposes of the Plan, and the Plan Administrator shall not be obligated to search for or ascertain the whereabouts of any Participant. Any notice or document required to be given or filed with the Plan Administrator shall be considered as given or filed if delivered or mailed by registered mail, postage prepaid, to C. R. Rough, Vice President of Human Resources, 500 Speedway Drive, Enon, Ohio 45323.

 

11.2.  Employment Rights

The Plan does not constitute a contract of employment, and participation in the Plan will not give any Participant the right to be retained in the employ of the Employer nor any right or claim to any benefit under the Plan, unless such right or claim has specifically accrued under the terms of the Plan.

 

11.3.  Interests Not Transferable

Except as may be required by law, including the federal income and employment tax withholding provisions of the Code, or of an applicable state’s income tax act, the interests of Participants and their beneficiaries under this Plan are not subject to the claims of their creditors and may not be voluntarily or involuntarily sold, transferred, alienated, assigned or encumbered.

 

- 9 -


Notwithstanding any provision of the Plan to the contrary, the Plan shall not recognize or give effect to any domestic relations order attempting to alienate, transfer or assign any Participant benefits. The preceding shall not preclude the Employer from asserting any claim for damages or for any debt that the Employer may have with respect to the Participant; provided that any offset shall apply only where such debt is incurred in the ordinary course of the service relationship between the Employer and the Participant, the entire amount of reduction in any of the Participant’s taxable years does not exceed $5,000, and the reduction is made at the same time and in the same amount as the debt otherwise would have been due and collected from the Participant.

 

11.4.  No Interest or Earnings

No interest or earnings of any type shall accrue, be credited or be payable on any amounts that are credited to a Participant’s Account under this Plan other than as specified in Article V, Section 5.2.

 

11.5. Facility of Payment

When a Participant entitled to benefits under the Plan is under a legal disability, or, in the Plan Administrator’s opinion, is in any way incapacitated so as to be unable to manage their financial affairs, the Plan Administrator may direct that the benefits to which such Participant otherwise would be entitled shall be made to such Participant’s legal representative, or to such other person or persons as the Plan Administrator may direct the application of the benefits for the benefit of such Participant. Any payment made in accordance with such provisions of this Article XI, Section 11.5 shall be a full and complete discharge of any liability for such payment.

 

11.6. Controlling State Law

To the extent not superseded by the laws of the United States, the laws of the State of Ohio shall be controlling in all matters relating to the Plan.

 

11.7.  Severability

In case any provisions of the Plan shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of the Plan, and the Plan shall be construed and enforced as if such illegal and invalid provisions had never been set forth in the Plan.

 

11.8.  Statutory References

All references to the Code and ERISA include reference to any comparable or succeeding provisions of any legislation, which amends, supplements or replaces such section or subsection.

 

11.9.  Headings

Section headings and titles are for reference only. In the event of a conflict between a title and the content of a section, the content of the section shall control.

 

11.10.  Non-taxable Benefits

It is the intention of the Company that this Plan meet all requirements of the Code so that the benefits provided be non-taxable during the period of deferral and until actual distribution is made.

 

- 10 -


IN WITNESS WHEREOF, Marathon Oil Company has caused its name to be hereunto subscribed by its Vice President, Marathon Oil Company, and its corporate seal to be hereto affixed.

 

MARATHON OIL COMPANY
By:   /s/ Eileen M. Campbell
Its:   Vice President – Human Resources
Attest:     
Its:    
  (Corporate Seal)

 

STATE OF TEXAS    )   
   )    ss.
COUNTY OF HARRIS    )   

On this 16th day of December, 2008, before me, a notary public within and for the State of Texas, personally appeared Eileen M. Campbell to me personally known, who being by me first duly sworn, did depose and say that they are the Vice President, Human Resources of Marathon Oil Company, the Corporation named in and which executed the foregoing instrument; that the seal affixed to the instrument (if any) is the seal of said corporation, and that said instrument was signed and sealed on behalf of said corporation by authority of its Board of Directors; and they acknowledged said instrument to be the free act and deed of said corporation.

 

Dorothy M. Bell
Notary Public, State of Texas

(Notary Seal)

ARTICLE XI. General Provisions

 

11.1.  Notices

Each Participant entitled to benefits under the Plan must file in writing with the Plan Administrator such Participant’s post office address and each change of post office address. Any communication, statement or notice addressed to any such Participant at the last post office address filed with the Plan Administrator will be binding upon such person for all purposes of the Plan, and the Plan Administrator shall not be obligated to search for or ascertain the whereabouts of any Participant. Any notice or document required to be given or filed with the Plan Administrator shall be considered as given or filed if delivered or mailed by registered mail, postage prepaid, to C. R. Rough, Vice President of Human Resources, 500 Speedway Drive, Enon, Ohio 45323.

 

11.2.  Employment Rights

The Plan does not constitute a contract of employment, and participation in the Plan will not give any Participant the right to be retained in the employ of the Employer nor any right or claim to any benefit under the Plan, unless such right or claim has specifically accrued under the terms of the Plan.

 

11.3.  Interests Not Transferable

Except as may be required by law, including the federal income and employment tax withholding provisions of the Code, or of an applicable state’s income tax act, the interests of Participants and their beneficiaries under this Plan are not subject to the claims of their creditors and may not be voluntarily or involuntarily sold, transferred, alienated, assigned or encumbered.

 

- 9 -


Notwithstanding any provision of the Plan to the contrary, the Plan shall not recognize or give effect to any domestic relations order attempting to alienate, transfer or assign any Participant benefits. The preceding shall not preclude the Employer from asserting any claim for damages or for any debt that the Employer may have with respect to the Participant; provided that any offset shall apply only where such debt is incurred in the ordinary course of the service relationship between the Employer and the Participant, the entire amount of reduction in any of the Participant’s taxable years does not exceed $5,000, and the reduction is made at the same time and in the same amount as the debt otherwise would have been due and collected from the Participant.

 

11.4.  No Interest or Earnings

No interest or earnings of any type shall accrue, be credited or be payable on any amounts that are credited to a Participant’s Account under this Plan other than as specified in Article V, Section 5.2.

 

11.5. Facility of Payment

When a Participant entitled to benefits under the Plan is under a legal disability, or, in the Plan Administrator’s opinion, is in any way incapacitated so as to be unable to manage their financial affairs, the Plan Administrator may direct that the benefits to which such Participant otherwise would be entitled shall be made to such Participant’s legal representative, or to such other person or persons as the Plan Administrator may direct the application of the benefits for the benefit of such Participant. Any payment made in accordance with such provisions of this Article XI, Section 11.5 shall be a full and complete discharge of any liability for such payment.

 

11.6. Controlling State Law

To the extent not superseded by the laws of the United States, the laws of the State of Ohio shall be controlling in all matters relating to the Plan.

 

11.7.  Severability

In case any provisions of the Plan shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of the Plan, and the Plan shall be construed and enforced as if such illegal and invalid provisions had never been set forth in the Plan.

 

11.8.  Statutory References

All references to the Code and ERISA include reference to any comparable or succeeding provisions of any legislation, which amends, supplements or replaces such section or subsection.

 

11.9.  Headings

Section headings and titles are for reference only. In the event of a conflict between a title and the content of a section, the content of the section shall control.

 

11.10.  Non-taxable Benefits

It is the intention of the Company that this Plan meet all requirements of the Code so that the benefits provided be non-taxable during the period of deferral and until actual distribution is made.

 

- 10 -


IN WITNESS WHEREOF, Marathon Oil Company has caused its name to be hereunto subscribed by its Vice President, Marathon Oil Company, and its corporate seal to be hereto affixed.

 

MARATHON OIL COMPANY
By:   /s/ Eileen M. Campbell
Its:   Vice President – Human Resources
Attest:     
Its:    
  (Corporate Seal)

 

STATE OF TEXAS    )   
   )    ss.
COUNTY OF HARRIS    )   

On this 16th day of December, 2008, before me, a notary public within and for the State of Texas, personally appeared Eileen M. Campbell to me personally known, who being by me first duly sworn, did depose and say that they are the Vice President, Human Resources of Marathon Oil Company, the Corporation named in and which executed the foregoing instrument; that the seal affixed to the instrument (if any) is the seal of said corporation, and that said instrument was signed and sealed on behalf of said corporation by authority of its Board of Directors; and they acknowledged said instrument to be the free act and deed of said corporation.

 

Dorothy M. Bell
Notary Public, State of Texas

(Notary Seal)

ARTICLE XI. General Provisions

 

11.1.   Notices

Each Participant entitled to benefits under the Plan must file in writing with the Plan Administrator such Participant’s post office address and each change of post office address. Any communication, statement or notice addressed to any such Participant at the last post office address filed with the Plan Administrator will be binding upon such person for all purposes of the Plan, and the Plan Administrator shall not be obligated to search for or ascertain the whereabouts of any Participant. Any notice or document required to be given or filed with the Plan Administrator shall be considered as given or filed if delivered or mailed by registered mail, postage prepaid, to Rodney P. Nichols, Vice President of Human Resources, P. O. Box 1, Findlay, Ohio 45839-0001.

 

11.2.   Employment Rights

The Plan does not constitute a contract of employment, and participation in the Plan will not give any Participant the right to be retained in the employ of the Employer or any Affiliated Company nor any right or claim to any benefit under the Plan, unless such right or claim has specifically accrued under the terms of the Plan.

 

11.3.   Interests Not Transferable

Except as may be required by law, including the federal income and employment tax withholding provisions of the Code, or of an applicable state’s income tax act, the interests of Participants and their beneficiaries under this Plan are not subject to the claims of their creditors and may not be voluntarily or involuntarily sold, transferred, alienated, assigned or encumbered. Notwithstanding any provision of the Plan to the contrary, the Plan shall not recognize or give effect to any domestic relations order attempting to alienate, transfer or assign any Participant benefits. The preceding shall not preclude the Employer from asserting any claim for damages or for any debt that the Employer may have with respect to the Participant; provided that any offset shall apply only where such debt is incurred in the ordinary course of the service relationship between the Employer and the Participant, the entire amount of reduction in any of the Participant’s taxable years does not exceed $5,000, and the reduction is made at the same time and in the same amount as the debt otherwise would have been due and collected from the Participant.

 

11.4.   No Interest or Earnings

No interest or earnings of any type shall accrue, be credited or be payable on any amounts that are credited to a Participant’s Account under this Plan other than as specified in Article V, Section 5.2.

 

11.5.   Facility of Payment

When a Participant entitled to benefits under the Plan is under a legal disability, or, in the Plan Administrator’s opinion, is in any way incapacitated so as to be unable to manage their financial affairs, the Plan Administrator may direct that the benefits to which such Participant otherwise would be entitled shall be made to such Participant’s legal representative, or to such other person or persons as the Plan Administrator may direct the application of the benefits for the benefit of such Participant. Any payment made in accordance with such provisions of this Article XI, Section 11.5 shall be a full and complete discharge of any liability for such payment.

 

11.6.   Controlling State Law

To the extent not superseded by the laws of the United States, the laws of the State of Ohio shall be controlling in all matters relating to the Plan.

 

- 10 -


11.7.   Severability

In case any provisions of the Plan shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of the Plan, and the Plan shall be construed and enforced as if such illegal and invalid provisions had never been set forth in the Plan.

 

11.8.   Statutory References

All references to the Code and ERISA include reference to any comparable or succeeding provisions of any legislation, which amends, supplements or replaces such section or subsection.

 

11.9.   Headings

Section headings and titles are for reference only. In the event of a conflict between a title and the content of a section, the content of the section shall control.

 

11.10.   Non-taxable Benefits

It is the intention of the Company that this Plan meet all requirements of the Code so that the benefits provided be non-taxable during the period of deferral and until actual distribution is made.

 

- 11 -


IN WITNESS WHEREOF, Marathon Oil Company has caused its name to be hereunto subscribed by its Vice President, Marathon Oil Company, and its corporate seal to be hereto affixed.

 

MARATHON OIL COMPANY
By:   /s/ Eileen M. Campbell
Its:   Vice President, Human Resources
Attest:   William F. Schwind, Jr.
Its:   V.P., General Counsel & Secretary
  (Corporate Seal)

 

STATE OF TEXAS    )   
   )    ss.
COUNTY OF HARRIS    )   

On this 15th day of December, 2008, before me, a notary public within and for the State of Texas, personally appeared Eileen Campbell and William Schwind, to me personally known, who being by me first duly sworn, did depose and say that they are the Vice President & Secretary of Marathon Oil Company, the Corporation named in and which executed the foregoing instrument; that the seal affixed to the instrument (if any) is the seal of said corporation, and that said instrument was signed and sealed on behalf of said corporation by authority of its Board of Directors; and they acknowledged said instrument to be the free act and deed of said corporation.

 

Dorothy M. Bell
Notary Public, State of Texas

(Notary Seal)

ARTICLE XI. General Provisions

 

11.1. Notices

Each Participant entitled to benefits under the Plan must file in writing with the Plan Administrator such Participant’s post office address and each change of post office address. Any communication, statement or notice addressed to any such Participant at the last post office address filed with the Plan Administrator will be binding upon such person for all purposes of the Plan, and the Plan Administrator shall not be obligated to search for or ascertain the whereabouts of any Participant. Any notice or document required to be given or filed with the Plan Administrator shall be considered as given or filed if delivered or mailed by registered mail, postage prepaid, to Eileen M. Campbell, Vice President of Human Resources, P.O. Box 3128, Houston, Texas 77253.

 

11.2. Employment Rights

The Plan does not constitute a contract of employment, and participation in the Plan will not give any Participant the right to be retained in the employ of the Employer or an Affiliated Company nor any right or claim to any benefit under the Plan, unless such right or claim has specifically accrued under the terms of the Plan.

 

11.3. Interests Not Transferable

Except as may be required by law, including the federal income and employment tax withholding provisions of the Code, or of an applicable state’s income tax act, the interests of Participants and their beneficiaries under this Plan are not subject to the claims of their creditors and may not be voluntarily or involuntarily sold, transferred, alienated, assigned or encumbered. Notwithstanding any provision of the Plan to the contrary, the Plan shall not recognize or give effect to any domestic relations order attempting to alienate, transfer or assign any Participant benefits. The preceding shall not preclude the Employer from asserting any claim for damages or for any debt that the Employer may have with respect to the Participant; provided that any offset shall apply only where such debt is incurred in the ordinary course of the service relationship between the Employer and the Participant, the entire amount of reduction in any of the Participant’s taxable years does not exceed $5,000, and the reduction is made at the same time and in the same amount as the debt otherwise would have been due and collected from the Participant.

 

11.4. No Interest or Earnings

No interest or earnings of any type shall accrue, be credited or be payable on any amounts that are credited to a Participant’s Account under this Plan other than as specified in Article V, Section 5.2.

 

11.5. Facility of Payment

When a Participant entitled to benefits under the Plan is under a legal disability, or, in the Plan Administrator’s opinion, is in any way incapacitated so as to be unable to manage their financial affairs, the Plan Administrator may direct that the benefits to

 

- 10 -


which such Participant otherwise would be entitled shall be made to such Participant’s legal representative, or to such other person or persons as the Plan Administrator may direct the application of the benefits for the benefit of such Participant. Any payment made in accordance with such provisions of this Article XI, Section 11.5 shall be a full and complete discharge of any liability for such payment.

 

11.6. Controlling State Law

To the extent not superseded by the laws of the United States, the laws of the State of Texas shall be controlling in all matters relating to the Plan.

 

11.7. Severability

In case any provisions of the Plan shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of the Plan, and the Plan shall be construed and enforced as if such illegal and invalid provisions had never been set forth in the Plan.

 

11.8. Statutory References

All references to the Code and ERISA include reference to any comparable or succeeding provisions of any legislation, which amends, supplements or replaces such section or subsection.

 

11.9. Headings

Section headings and titles are for reference only. In the event of a conflict between a title and the content of a section, the content of the section shall control.

 

11.10. Non-taxable Benefits

It is the intention of the Company that this Plan meet all requirements of the Code so that the benefits provided be non-taxable during the period of deferral and until actual distribution is made.

 

- 11 -


IN WITNESS WHEREOF, Marathon Oil Company has caused its name to be hereunto subscribed by its Vice President, Marathon Oil Company, and its corporate seal to be hereto affixed.

 

MARATHON OIL COMPANY
By:   /s/ Eileen M. Campbell
Its:   Vice President, Human Resources
Attest:   William F. Schwind, Jr.
Its:   V.P., General Counsel & Secretary
  (Corporate Seal)

 

STATE OF TEXAS    )   
   )    ss.
COUNTY OF HARRIS    )   

On this 15th day of December, 2008, before me, a notary public within and for the State of Texas, personally appeared Eileen Campbell and William Schwind, to me personally known, who being by me first duly sworn, did depose and say that they are the Vice President & Secretary of Marathon Oil Company, the Corporation named in and which executed the foregoing instrument; that the seal affixed to the instrument (if any) is the seal of said corporation, and that said instrument was signed and sealed on behalf of said corporation by authority of its Board of Directors; and they acknowledged said instrument to be the free act and deed of said corporation.

 

Dororth M. Bell
Notary Public, State of Texas

(Notary Seal)

ARTICLE VII. General Provisions

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





7.1Notices

Each Participant entitled to benefits under the Excess
Benefit Plan must file in writing with the Plan Administrator such Participant’s post office address and each change of post office address. Any communication, statement or notice addressed to any such Participant at the last post office
address filed with the Plan Administrator will be binding upon such person for all purposes of the Excess Benefit Plan, and the Plan Administrator shall not be obligated to search for or ascertain the whereabouts of any Participant. Any notice or
document required to be given or filed with the Plan Administrator shall be considered as given or filed if delivered or mailed by registered mail, postage prepaid, to Eileen M. Campbell, Vice President of Human Resources, P.O. Box 3128, Houston, TX
77253.

 





7.2Employment Rights

The Excess Benefit Plan does not constitute a
contract of employment, and participation in the Excess Benefit Plan will not give any Participant the right to be retained in the employ of the Company or any Employer nor any right or claim to any benefit under the Excess Benefit Plan, unless such
right or claim has specifically accrued under the terms of the Excess Benefit Plan.

 





7.3Interests Not Transferable

Except as may be required by law,
including the federal income and employment tax withholding provisions of the Code, or of an applicable state’s income tax act, the interests of Participants and their Beneficiaries under this Excess Benefit Plan are not subject to the claims
of their creditors and may not be voluntarily or involuntarily sold, transferred, alienated, assigned or encumbered. Notwithstanding any provision of the Excess Benefit Plan to the contrary, the Excess Benefit Plan shall not recognize or give effect
to any domestic relations order attempting to alienate, transfer or assign any Participant benefits. The preceding shall not preclude the Employer from asserting any claim for damages or for any debt that the Employer may have with respect to the
Participant; provided that any offset shall apply only where such debt is incurred in the ordinary course of the service relationship between the Employer and the Participant, the entire amount of reduction in any of the Participant’s taxable
years does not exceed $5,000, and the reduction is made at the same time and in the same amount as the debt otherwise would have been due and collected from the Participant.

SIZE="1"> 


Page 11













7.4Facility of Payment

When a Participant entitled to benefits under
the Excess Benefit Plan is under a legal disability, or, in the Plan Administrator’s opinion, is in any way incapacitated so as to be unable to manage their financial affairs, the Plan Administrator may direct that the benefits to which such
Participant otherwise would be entitled shall be made to such Participant’s legal representative, or to such other person or persons as the Plan Administrator may direct the application of the benefits for the benefit of such Participant. Any
payment made in accordance with such provisions of this Section 7.4 shall be a full and complete discharge of any liability for such payment.

 





7.5Controlling State Law

To the extent not superseded by the laws of
the United States, the laws of the State of Texas shall be controlling in all matters relating to the Excess Benefit Plan.

 





7.6Severability

In case any provisions of the Excess Benefit Plan
shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of the Excess Benefit Plan, and the Excess Benefit Plan shall be construed and enforced as if such illegal and invalid
provisions had never been set forth in the Excess Benefit Plan.

 





7.7Statutory References

All references to the Code and ERISA include
reference to any comparable or succeeding provisions of any legislation, which amends, supplements or replaces such section or subsection.

 





7.8Headings

Section headings and titles are for reference only. In
the event of a conflict between a title and the content of a section, the content of the section shall control.

 





7.9Non-taxable Benefits

It is the intention of the Company that this
Excess Benefit Plan meet all requirements of the Code so that the benefits provided be non-taxable during the period of deferral and until actual distribution is made.

 






7.10Affect on Other Benefit Plans

Any benefit payable under the
Retirement Plan or the Thrift Plan shall be paid solely in accordance with the terms and provisions of those Plans, and nothing in the Excess Benefit Plan shall operate or be construed in any way to modify, amend, or affect the terms and provisions
of the Retirement Plan or Thrift Plan.

 


Page 12









IN WITNESS WHEREOF, Marathon Oil Company has caused its name to be hereunto subscribed by its Vice
President, Marathon Oil Company, and its corporate seal to be hereto affixed.

 




































MARATHON OIL COMPANY
By: /s/ Eileen M. Campbell
Its: Vice President, Human Resources
Attest: William F. Schwind, Jr.
Its: V.P., General Counsel & Secretary
(Corporate Seal)

 




























STATE OF TEXAS  )  
  )  ss.
COUNTY OF HARRIS  )  

On this 15th day of December, 2008, before me, a notary public within and for the
State of Texas, personally appeared Eileen Campbell and William Schwind, to me personally known, who being by me first duly sworn, did depose and say that they are the Vice President & Secretary, of Marathon Oil
Company, the Corporation named in and which executed the foregoing instrument; that the seal affixed to the instrument (if any) is the seal of said corporation, and that said instrument was signed and sealed on behalf of said corporation by
authority of its Board of Directors; and they acknowledged said instrument to be the free act and deed of said corporation.

 












Dorothy M. Bell
Notary Public, State of Texas

(Notarial Seal)






EX-10.28
4
dex1028.htm
MARATHON OIL COMPANY DEFERRED COMPENSATION PLAN


Marathon Oil Company Deferred Compensation Plan




ARTICLE XI. General Provisions

STYLE="font-size:12px;margin-top:0px;margin-bottom:0px"> 





11.1.Notices

Each Participant entitled to benefits
under the Plan must file in writing with the Plan Administrator such Participant’s post office address and each change of post office address. Any communication, statement or notice addressed to any such Participant at the last post office
address filed with the Plan Administrator will be binding upon such person for all purposes of the Plan, and the Plan Administrator shall not be obligated to search for or ascertain the whereabouts of any Participant. Any notice or document required
to be given or filed with the Plan Administrator shall be considered as given or filed if delivered or mailed by registered mail, postage prepaid, to Eileen M. Campbell, Vice President of Human Resources, P.O. Box 3128, Houston, Texas
77253.

 





11.2.Employment Rights

The Plan does not constitute a
contract of employment, and participation in the Plan will not give any Participant the right to be retained in the employ of the Employer or an Affiliated Company nor any right or claim to any benefit under the Plan, unless such right or claim has
specifically accrued under the terms of the Plan.

 





11.3.Interests Not Transferable

Except as may be
required by law, including the federal income and employment tax withholding provisions of the Code, or of an applicable state’s income tax act, the interests of Participants and their beneficiaries under this Plan are not subject to the claims
of their creditors and may not be voluntarily or involuntarily sold, transferred, alienated, assigned or encumbered. Notwithstanding any provision of the Plan to the contrary, the Plan shall not recognize or give effect to any domestic relations
order attempting to alienate, transfer or assign any Participant benefits. The preceding shall not preclude the Employer from asserting any claim for damages or for any debt that the Employer may have with respect to the Participant; provided that
any offset shall apply only where such debt is incurred in the ordinary course of the service relationship between the Employer and the Participant, the entire amount of reduction in any of the Participant’s taxable years does not exceed
$5,000, and the reduction is made at the same time and in the same amount as the debt otherwise would have been due and collected from the Participant.

 





11.4.No Interest or Earnings

No interest or earnings of
any type shall accrue, be credited or be payable on any amounts that are credited to a Participant’s Account under this Plan other than as specified in Article V, Section 5.2.

STYLE="font-size:18px;margin-top:0px;margin-bottom:0px"> 





11.5.Facility of Payment

When a Participant entitled to
benefits under the Plan is under a legal disability, or, in the Plan Administrator’s opinion, is in any way incapacitated so as to be unable to manage their financial affairs, the Plan Administrator may direct that the benefits to

 


- 10 -










which such Participant otherwise would be entitled shall be made to such Participant’s legal representative, or to such other person or persons as the
Plan Administrator may direct the application of the benefits for the benefit of such Participant. Any payment made in accordance with such provisions of this Article XI, Section 11.5 shall be a full and complete discharge of any liability for
such payment.

 





11.6.Controlling State Law

To the extent not superseded
by the laws of the United States, the laws of the State of Texas shall be controlling in all matters relating to the Plan.

 





11.7.Severability

In case any provisions of the Plan
shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of the Plan, and the Plan shall be construed and enforced as if such illegal and invalid provisions had never been set forth in
the Plan.

 





11.8.Statutory References

All references to the Code
and ERISA include reference to any comparable or succeeding provisions of any legislation, which amends, supplements or replaces such section or subsection.

 





11.9.Headings

Section headings and titles are for
reference only. In the event of a conflict between a title and the content of a section, the content of the section shall control.

 





11.10.Non-taxable Benefits

It is the intention of the
Company that this Plan meet all requirements of the Code so that the benefits provided be non-taxable during the period of deferral and until actual distribution is made.

 


- 11 -









IN WITNESS WHEREOF, Marathon Oil Company has caused its name to be hereunto subscribed by its Vice
President, Marathon Oil Company, and its corporate seal to be hereto affixed.

 







































MARATHON OIL COMPANY
By: /s/ Eileen M. Campbell
Its: Vice President, Human Resources
Attest: William F. Schwind, Jr.
Its: V.P., General Counsel & Secretary
 (Corporate Seal)

 




























STATE OF TEXAS  )  
  )  ss.
COUNTY OF HARRIS  )  

On this 15th day of December, 2008, before me, a notary public within and for the
State of Texas, personally appeared Eileen Campbell and William Schwind, to me personally known, who being by me first duly sworn, did depose and say that they are the Vice President & Secretary of Marathon Oil Company,
the Corporation named in and which executed the foregoing instrument; that the seal affixed to the instrument (if any) is the seal of said corporation, and that said instrument was signed and sealed on behalf of said corporation by authority of its
Board of Directors; and they acknowledged said instrument to be the free act and deed of said corporation.

 










Dororth M. Bell
Notary Public, State of Texas

(Notary Seal)






EX-10.29
5
dex1029.htm
MARATHON PETROLEUM COMPANY LLC AMENDED AND RESTATED EXCESS BENEFIT PLAN


Marathon Petroleum Company LLC Amended and Restated Excess Benefit Plan




ARTICLE VII. General Provisions

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





7.1Notices

Each Participant entitled to benefits under the Excess
Benefit Plan must file in writing with the Plan Administrator such Participant’s post office address and each change of post office address. Any communication, statement or notice addressed to any such Participant at the last post office
address filed with the Plan Administrator will be binding upon such person for all purposes of the Excess Benefit Plan, and the Plan Administrator shall not be obligated to search for or ascertain the whereabouts of any Participant. Any notice or
document required to be given or filed with the Plan Administrator shall be considered as given or filed if delivered or mailed by registered mail, postage prepaid, to Rodney P. Nichols, Vice President of Human Resources, P. O. Box 1, Findlay, Ohio
45839-0001.

 





7.2Employment Rights

The Excess Benefit Plan does not constitute a
contract of employment, and participation in the Excess Benefit Plan will not give any Participant the right to be retained in the employ of the Company or any Employer nor any right or claim to any benefit under the Excess Benefit Plan, unless such
right or claim has specifically accrued under the terms of the Excess Benefit Plan.

 





7.3Interests Not Transferable

Except as may be required by law,
including the federal income and employment tax withholding provisions of the Code, or of an applicable state’s income tax act, the interests of Participants and their Beneficiaries under this Excess Benefit Plan are not subject to the claims
of their creditors and may not be voluntarily or involuntarily sold, transferred, alienated, assigned or encumbered. Notwithstanding any provision of the Excess Benefit Plan to the contrary, the Excess Benefit Plan shall not recognize or give effect
to any domestic relations order attempting to alienate, transfer or assign any Participant benefits. The preceding shall not preclude the









Employer from asserting any claim for damages or for any debt that the Employer may have with respect to the Participant; provided that any offset shall
apply only where such debt is incurred in the ordinary course of the service relationship between the Employer and the Participant, the entire amount of reduction in any of the Participant’s taxable years does not exceed $5,000, and the
reduction is made at the same time and in the same amount as the debt otherwise would have been due and collected from the Participant.

 





7.4Facility of Payment

When a Participant entitled to benefits under
the Excess Benefit Plan is under a legal disability, or, in the Plan Administrator’s opinion, is in any way incapacitated so as to be unable to manage their financial affairs, the Plan Administrator may direct that the benefits to which such
Participant otherwise would be entitled shall be made to such Participant’s legal representative, or to such other person or persons as the Plan Administrator may direct the application of the benefits for the benefit of such Participant. Any
payment made in accordance with such provisions of this Section 7.4 shall be a full and complete discharge of any liability for such payment.

 





7.5Controlling State Law

To the extent not superseded by the laws of
the United States, the laws of the State of Ohio shall be controlling in all matters relating to the Excess Benefit Plan.

 





7.6Severability

In case any provisions of the Excess Benefit Plan
shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of the Excess Benefit Plan, and the Excess Benefit Plan shall be construed and enforced as if such illegal and invalid
provisions had never been set forth in the Excess Benefit Plan.

 





7.7Statutory References

All references to the Code and ERISA include
reference to any comparable or succeeding provisions of any legislation, which amends, supplements or replaces such section or subsection.

 





7.8Headings

Section headings and titles are for reference only. In
the event of a conflict between a title and the content of a section, the content of the section shall control.

 





7.9Non-taxable Benefits

It is the intention of the Company that this
Excess Benefit Plan meet all requirements of the Code so that the benefits provided be non-taxable during the period of deferral and until actual distribution is made.

 






7.10Affect on Other Benefit Plans

Any benefit payable under the
Retirement Plan or the Thrift Plan shall be paid solely in accordance with the terms and provisions of those Plans, and nothing in the Excess Benefit Plan shall operate or be construed in any way to modify, amend, or affect the terms and provisions
of the Retirement Plan or Thrift Plan.








IN WITNESS WHEREOF, Marathon Oil Company has caused its name to be hereunto subscribed by its Vice
President, Marathon Oil Company, and its corporate seal to be hereto affixed.

 




































MARATHON OIL COMPANY
By: /s/ Eileen M. Campbell
Its: Vice President, Human Resources
Attest: William F. Schwind, Jr.
Its: V.P., General Counsel & Secretary
(Corporate Seal)

 




























STATE OF TEXAS  )  
  )  ss.
COUNTY OF HARRIS  )  

On this 15th day of December, 2008, before me, a notary public within and for the
State of Texas, personally appeared Eileen Campbell and William Schwind, to me personally known, who being by me first duly sworn, did depose and say that they are the Vice President & Secretary, of Marathon Oil
Company, the Corporation named in and which executed the foregoing instrument; that the seal affixed to the instrument (if any) is the seal of said corporation, and that said instrument was signed and sealed on behalf of said corporation by
authority of its Board of Directors; and they acknowledged said instrument to be the free act and deed of said corporation.

 










Dorothy M. Bell
Notary Public, State of Texas

(Notarial Seal)






EX-10.30
6
dex1030.htm
MARATHON PETROLEUM COMPANY LLC DEFERRED COMPENSATION PLAN


Marathon Petroleum Company LLC Deferred Compensation Plan




ARTICLE XI. General Provisions

STYLE="font-size:12px;margin-top:0px;margin-bottom:0px"> 





11.1.  Notices

Each Participant entitled to benefits
under the Plan must file in writing with the Plan Administrator such Participant’s post office address and each change of post office address. Any communication, statement or notice addressed to any such Participant at the last post office
address filed with the Plan Administrator will be binding upon such person for all purposes of the Plan, and the Plan Administrator shall not be obligated to search for or ascertain the whereabouts of any Participant. Any notice or document required
to be given or filed with the Plan Administrator shall be considered as given or filed if delivered or mailed by registered mail, postage prepaid, to Rodney P. Nichols, Vice President of Human Resources, P. O. Box 1, Findlay, Ohio 45839-0001.

 





11.2.  Employment Rights

The Plan does not constitute a
contract of employment, and participation in the Plan will not give any Participant the right to be retained in the employ of the Employer or any Affiliated Company nor any right or claim to any benefit under the Plan, unless such right or claim has
specifically accrued under the terms of the Plan.

 





11.3.  Interests Not Transferable

Except as may be
required by law, including the federal income and employment tax withholding provisions of the Code, or of an applicable state’s income tax act, the interests of Participants and their beneficiaries under this Plan are not subject to the claims
of their creditors and may not be voluntarily or involuntarily sold, transferred, alienated, assigned or encumbered. Notwithstanding any provision of the Plan to the contrary, the Plan shall not recognize or give effect to any domestic relations
order attempting to alienate, transfer or assign any Participant benefits. The preceding shall not preclude the Employer from asserting any claim for damages or for any debt that the Employer may have with respect to the Participant; provided that
any offset shall apply only where such debt is incurred in the ordinary course of the service relationship between the Employer and the Participant, the entire amount of reduction in any of the Participant’s taxable years does not exceed
$5,000, and the reduction is made at the same time and in the same amount as the debt otherwise would have been due and collected from the Participant.

 





11.4.  No Interest or Earnings

No interest or earnings of
any type shall accrue, be credited or be payable on any amounts that are credited to a Participant’s Account under this Plan other than as specified in Article V, Section 5.2.

STYLE="font-size:18px;margin-top:0px;margin-bottom:0px"> 





11.5.  Facility of Payment

When a Participant entitled to
benefits under the Plan is under a legal disability, or, in the Plan Administrator’s opinion, is in any way incapacitated so as to be unable to manage their financial affairs, the Plan Administrator may direct that the benefits to which such
Participant otherwise would be entitled shall be made to such Participant’s legal representative, or to such other person or persons as the Plan Administrator may direct the application of the benefits for the benefit of such Participant. Any
payment made in accordance with such provisions of this Article XI, Section 11.5 shall be a full and complete discharge of any liability for such payment.

 





11.6.  Controlling State Law

To the extent not superseded
by the laws of the United States, the laws of the State of Ohio shall be controlling in all matters relating to the Plan.

 


- 10 -













11.7.  Severability

In case any provisions of the Plan
shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of the Plan, and the Plan shall be construed and enforced as if such illegal and invalid provisions had never been set forth in
the Plan.

 





11.8.  Statutory References

All references to the Code
and ERISA include reference to any comparable or succeeding provisions of any legislation, which amends, supplements or replaces such section or subsection.

 





11.9.  Headings

Section headings and titles are for
reference only. In the event of a conflict between a title and the content of a section, the content of the section shall control.

 





11.10.  Non-taxable Benefits

It is the intention of the
Company that this Plan meet all requirements of the Code so that the benefits provided be non-taxable during the period of deferral and until actual distribution is made.

 


- 11 -









IN WITNESS WHEREOF, Marathon Oil Company has caused its name to be hereunto subscribed by its Vice
President, Marathon Oil Company, and its corporate seal to be hereto affixed.

 







































MARATHON OIL COMPANY
By: /s/ Eileen M. Campbell
Its: Vice President, Human Resources
Attest: William F. Schwind, Jr.
Its: V.P., General Counsel & Secretary
 (Corporate Seal)

 




























STATE OF TEXAS  )  
  )  ss.
COUNTY OF HARRIS  )  

On this 15th day of December, 2008, before me, a notary public within and for the
State of Texas, personally appeared Eileen Campbell and William Schwind, to me personally known, who being by me first duly sworn, did depose and say that they are the Vice President & Secretary of Marathon Oil Company,
the Corporation named in and which executed the foregoing instrument; that the seal affixed to the instrument (if any) is the seal of said corporation, and that said instrument was signed and sealed on behalf of said corporation by authority of its
Board of Directors; and they acknowledged said instrument to be the free act and deed of said corporation.

 










Dorothy M. Bell
Notary Public, State of Texas

(Notary Seal)






EX-10.31
7
dex1031.htm
SPEEDWAY SUPERAMERICA LLC AMENDED AND RESTATED EXCESS BENEFIT PLAN


Speedway SuperAmerica LLC Amended and Restated Excess Benefit Plan




ARTICLE VII. General Provisions

 





7.1Notices

Each Participant entitled to benefits under the Excess
Benefit Plan must file in writing with the Plan Administrator such Participant’s post office address and each change of post office address. Any communication, statement or notice addressed to any such Participant at the last post office
address filed with the Plan Administrator will be binding upon such person for all purposes of the Excess Benefit Plan, and the Plan Administrator shall not be obligated to search for or ascertain the whereabouts of any Participant. Any notice or
document required to be given or filed with the Plan Administrator shall be considered as given or filed if delivered or mailed by registered mail, postage prepaid, to Rodney P. Nichols, Vice President of Human Resources, Marathon Petroleum Company
LLC, P. O. Box 1, Findlay, Ohio 45839-0001.

 





7.2Employment Rights

The Excess Benefit Plan does not constitute a
contract of employment, and participation in the Excess Benefit Plan will not give any Participant the right to be retained in the employ of the Company nor any right or claim to any benefit under the Excess Benefit Plan, unless such right or claim
has specifically accrued under the terms of the Excess Benefit Plan.

 





7.3Interests Not Transferable

Except as may be required by law,
including the federal income and employment tax withholding provisions of the Code, or of an applicable state’s income tax act, the interests of Participants and their Beneficiaries under this Excess Benefit Plan are not subject to the claims
of their creditors and may not be voluntarily or involuntarily sold, transferred, alienated, assigned or encumbered. Notwithstanding any provision of the Excess Benefit Plan to the contrary, the Excess Benefit Plan shall not recognize or give effect
to any domestic relations order attempting to alienate, transfer or assign any Participant benefits. The preceding shall not preclude the Employer from asserting any claim for damages or for any debt that the Employer may have with respect to the
Participant; provided that any offset shall apply only where such debt is incurred in the ordinary course of the service relationship between the Employer and the Participant, the entire amount of reduction in any of the Participant’s taxable
years does not exceed $5,000, and the reduction is made at the same time and in the same amount as the debt otherwise would have been due and collected from the Participant.

STYLE="font-size:18px;margin-top:0px;margin-bottom:0px"> 





7.4Facility of Payment

When a Participant entitled to benefits under
the Excess Benefit Plan is under a legal disability, or, in the Plan Administrator’s opinion, is in any way incapacitated so as to be unable to manage their financial affairs, the Plan Administrator may direct that the benefits to which such
Participant otherwise would be entitled shall be made to such Participant’s legal representative, or to such other person or persons as the Plan Administrator may direct the application of the benefits for the benefit of such Participant. Any
payment made in accordance with such provisions of this Section 7.4 shall be a full and complete discharge of any liability for such payment.

 


Page 10













7.5Controlling State Law

To the extent not superseded by the laws of
the United States, the laws of the State of Ohio shall be controlling in all matters relating to the Excess Benefit Plan.

 





7.6Severability

In case any provisions of the Excess Benefit Plan
shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of the Excess Benefit Plan, and the Excess Benefit Plan shall be construed and enforced as if such illegal and invalid
provisions had never been set forth in the Excess Benefit Plan.

 





7.7Statutory References

All references to the Code and ERISA include
reference to any comparable or succeeding provisions of any legislation, which amends, supplements or replaces such section or subsection.

 





7.8Headings

Section headings and titles are for reference only. In
the event of a conflict between a title and the content of a section, the content of the section shall control.

 





7.9Non-taxable Benefits

It is the intention of the Company that this
Excess Benefit Plan meet all requirements of the Code so that the benefits provided be non-taxable during the period of deferral and until actual distribution is made.

 






7.10Affect on Other Benefit Plans

Any benefit payable under the
Retirement Plan shall be paid solely in accordance with the terms and provisions of that Plan, and nothing in the Excess Benefit Plan shall operate or be construed in any way to modify, amend, or affect the terms and provisions of the Retirement
Plan.

 


Page 11









IN WITNESS WHEREOF, Marathon Oil Company has caused its name to be hereunto subscribed by its Vice
President, Marathon Oil Company, and its corporate seal to be hereto affixed.

 







































MARATHON OIL COMPANY
By: /s/ Eileen M. Campbell
Its: Vice President – Human Resources
Attest:  
Its:  
 (Corporate Seal)

 




























STATE OF TEXAS  )  
  )  ss.
COUNTY OF HARRIS  )  

On this 16th day of December, 2008, before me, a notary public within and for the State of
Texas, personally appeared Eileen M. Campbell to me personally known, who being by me first duly sworn, did depose and say that they are the Vice President, Human Resources of Marathon Oil Company, the Corporation named in and which
executed the foregoing instrument; that the seal affixed to the instrument (if any) is the seal of said corporation, and that said instrument was signed and sealed on behalf of said corporation by authority of its Board of Directors; and they
acknowledged said instrument to be the free act and deed of said corporation.

 










Dorothy M. Bell
Notary Public, State of Texas

(Notarial Seal)






EX-10.32
8
dex1032.htm
AMENDED AND RESTATED EXECUTIVE TAX, ESTATE, AND FINANCIAL PLANNING PROGRAM


Amended and Restated Executive Tax, Estate, and Financial Planning Program




ARTICLE XI. General Provisions

STYLE="font-size:12px;margin-top:0px;margin-bottom:0px"> 





11.1. Notices

Each Participant entitled to benefits
under the Plan must file in writing with the Plan Administrator such Participant’s post office address and each change of post office address. Any communication, statement or notice addressed to any such Participant at the last post office
address filed with the Plan Administrator will be binding upon such person for all purposes of the Plan, and the Plan Administrator shall not be obligated to search for or ascertain the whereabouts of any Participant. Any notice or document required
to be given or filed with the Plan Administrator shall be considered as given or filed if delivered or mailed by registered mail, postage prepaid, to C. R. Rough, Vice President of Human Resources, 500 Speedway Drive, Enon, Ohio 45323.


 





11.2. Employment Rights

The Plan does not constitute a
contract of employment, and participation in the Plan will not give any Participant the right to be retained in the employ of the Employer nor any right or claim to any benefit under the Plan, unless such right or claim has specifically accrued
under the terms of the Plan.

 





11.3. Interests Not Transferable

Except as may be
required by law, including the federal income and employment tax withholding provisions of the Code, or of an applicable state’s income tax act, the interests of Participants and their beneficiaries under this Plan are not subject to the claims
of their creditors and may not be voluntarily or involuntarily sold, transferred, alienated, assigned or encumbered.

 


- 9 -










Notwithstanding any provision of the Plan to the contrary, the Plan shall not recognize or give effect to any domestic relations order attempting to
alienate, transfer or assign any Participant benefits. The preceding shall not preclude the Employer from asserting any claim for damages or for any debt that the Employer may have with respect to the Participant; provided that any offset shall
apply only where such debt is incurred in the ordinary course of the service relationship between the Employer and the Participant, the entire amount of reduction in any of the Participant’s taxable years does not exceed $5,000, and the
reduction is made at the same time and in the same amount as the debt otherwise would have been due and collected from the Participant.

 





11.4. No Interest or Earnings

No interest or
earnings of any type shall accrue, be credited or be payable on any amounts that are credited to a Participant’s Account under this Plan other than as specified in Article V, Section 5.2.

STYLE="font-size:18px;margin-top:0px;margin-bottom:0px"> 





11.5. Facilityof Payment

When a Participant entitled to benefits
under the Plan is under a legal disability, or, in the Plan Administrator’s opinion, is in any way incapacitated so as to be unable to manage their financial affairs, the Plan Administrator may direct that the benefits to which such Participant
otherwise would be entitled shall be made to such Participant’s legal representative, or to such other person or persons as the Plan Administrator may direct the application of the benefits for the benefit of such Participant. Any payment made
in accordance with such provisions of this Article XI, Section 11.5 shall be a full and complete discharge of any liability for such payment.

 





11.6. ControllingState Law

To the extent not superseded by the laws
of the United States, the laws of the State of Ohio shall be controlling in all matters relating to the Plan.

 





11.7. Severability

In case any provisions of the
Plan shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of the Plan, and the Plan shall be construed and enforced as if such illegal and invalid provisions had never been set
forth in the Plan.

 





11.8. Statutory References

All references to the Code
and ERISA include reference to any comparable or succeeding provisions of any legislation, which amends, supplements or replaces such section or subsection.

 





11.9. Headings

Section headings and titles are for
reference only. In the event of a conflict between a title and the content of a section, the content of the section shall control.

 





11.10. Non-taxable Benefits

It is the intention of the
Company that this Plan meet all requirements of the Code so that the benefits provided be non-taxable during the period of deferral and until actual distribution is made.

 


- 10 -









IN WITNESS WHEREOF, Marathon Oil Company has caused its name to be hereunto subscribed by its Vice
President, Marathon Oil Company, and its corporate seal to be hereto affixed.

 







































MARATHON OIL COMPANY
By: /s/ Eileen M. Campbell
Its: Vice President – Human Resources
Attest:   
Its:  
 (Corporate Seal)

 




























STATE OF TEXAS  )  
  )  ss.
COUNTY OF HARRIS  )  

On this 16th day of December, 2008, before me, a notary public within and for the State of
Texas, personally appeared Eileen M. Campbell to me personally known, who being by me first duly sworn, did depose and say that they are the Vice President, Human Resources of Marathon Oil Company, the Corporation named in and which
executed the foregoing instrument; that the seal affixed to the instrument (if any) is the seal of said corporation, and that said instrument was signed and sealed on behalf of said corporation by authority of its Board of Directors; and they
acknowledged said instrument to be the free act and deed of said corporation.

 










Dorothy M. Bell
Notary Public, State of Texas

(Notary Seal)






EX-10.35
11
dex1035.htm
EXECUTIVE CHANGE IN CONTROL SEVERANCE BENEFITS PLAN


Executive Change in Control Severance Benefits Plan




EXCERPTS ON THIS PAGE:

10-K (14 sections)
Feb 27, 2009
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