Marathon Oil (MRO)

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.

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.

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.