Marathon Oil (MRO)

TAXES AND RELATED OBLIGATIONS

SECTION 5.01. Payment of Taxes to Tax Authorities.

(a) Marathon shall pay (or cause to be paid) all Federal and State Taxes (including estimated Taxes and any adjustments to Taxes subsequently determined), interest, and Penalties with respect to any Tax Return of the USX Consolidated Group for all Pre-Distribution Periods; Marathon shall pay (or cause to be paid) all Taxes, interest, and Penalties relating to Tax Returns that Marathon is responsible for preparing pursuant to Sections 3.02(a)(i) and 3.02(a)(ii) of this Agreement; United States Steel shall pay (or cause to be paid) all Taxes, interest, and Penalties relating to Tax Returns that United States Steel is responsible for preparing pursuant to Section 3.02(a)(iii) of this Agreement; and each entity responsible for filing a foreign Tax Return pursuant to Section 3.02(a)(iv) of this Agreement shall pay all Taxes, interest, and Penalties with respect to such Tax Return.

(b) At any time, Marathon in its sole discretion may make a cash remittance to a Tax Authority with respect to Federal Taxes or Combined State Taxes to stop the running of interest in whole

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or in part. At any time, United States Steel may request that Marathon make a cash remittance to a Tax Authority to stop the running of interest in whole or in part with respect to a tax deficiency related to a Tax Item generated by, or allocated to, the United States Steel Stock Group, and Marathon shall comply with such remittance request; provided that, United States Steel makes a payment to Marathon pursuant to Section 5.02(d)(ii) of this Agreement.

(c) Pursuant to any agreement with United States Steel under Section 3.03(f) of this Agreement, Marathon shall make a cash remittance to a Tax Authority to obtain the jurisdiction of a United States district court, the United States Court of Federal Claims, or a state court in any Tax Proceeding relating to a Tax described in this Agreement.

(d) The parties may agree that, to the extent permitted by law, any payment to a Tax Authority with respect to a Tax of the USX Consolidated Group for a Pre-Distribution Period required to be paid by Marathon pursuant to Section 5.01 shall be allocated between the parties and that each party shall pay directly to the Tax Authority its share (as determined under this Agreement) of such Tax. Any payment by United States Steel pursuant to this Section 5.01(d) shall, to the extent of such payment, relieve Marathon’s obligation to make a payment pursuant to Section 5.01 of this Agreement and satisfy United States Steel’s payment obligation under Section 5.02 of this Agreement.

SECTION 5.02. Allocation of Tax Payments Between the Groups.

(a) United States Steel Estimated Tax Payments.

(i) No later than 20 Calendar Days prior to the due date (including all applicable and valid extensions), Marathon shall send to United States Steel a statement of any estimated tax liability owed to a Tax Authority by the USX Consolidated Group for any Pre-Distribution Period, including a statement of United States Steel’s allocable share, as determined under the principles of Article 4 of this Agreement, of such estimated tax liability.

(ii) No later than two Business Days prior to the due date (including all applicable and valid extensions), United States Steel shall pay to Marathon, or Marathon shall pay to United States Steel, as appropriate, an amount equal to the difference, if any, between United States Steel’s allocable share of the estimated tax liability and the aggregate amount of any installment payments previously made by the United States Steel Stock Group or the United States Steel Tax Group with respect to such taxable period.

(iii) No later than two Business Days following the due date (including all applicable and valid extensions), Marathon shall provide United States Steel with a copy of the electronic transmittal record or other proof that payment of the estimated tax liability was made to the Tax Authority.

(iv) United States Steel may invoke Dispute Resolution with respect to a disagreement over any payments required under Section 5.02(a)(ii) of this Agreement only after it has paid to Marathon any such amounts.

(b) United States Steel End-Of-Year Tentative Tax Payment.

(i) No later than 20 Calendar Days prior to the due date, Marathon shall send to United States Steel an IRS Form 7004 of the USX Consolidated Group and a statement of United States Steel’s allocable share, as determined under the principles of Article 4 of this Agreement, of any tentative tax liability shown on such Form 7004. No later than 20 Calendar Days prior to the due date, Marathon shall send to United States Steel any tentative or estimated State Tax Returns

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for each tentative Combined State Tax liability of the USX Consolidated Group and a statement of United States Steel’s allocable share of any tentative tax liability shown on such filing as determined under the principles of Article 4 of this Agreement.

(ii) No later than two Business Days prior to the due date, United States Steel shall pay to Marathon, or Marathon shall pay to United States Steel, as appropriate, an amount equal to the difference, if any, between United States Steel’s allocable share of the tentative tax liability and the aggregate amount of the estimated installment payments previously made by the United States Steel Stock Group or the United States Steel Tax Group with respect to such taxable period.

(iii) United States Steel may invoke Dispute Resolution with respect to a disagreement over any payments required under Section 5.02(b)(ii) of this Agreement only after it has paid to Marathon any such amounts.

(c) United States Steel Final Tax Payment.

(i) No later than 20 Calendar Days prior to the due date (including all applicable and valid extensions), Marathon shall send to United States Steel a final Consolidated Federal Income Tax Return (an IRS Form 1120) of the USX Consolidated Group and a statement of United States Steel’s allocable share, as determined under the principles of Article 4 of this Agreement, of any resulting tax liability. No later than 15 Calendar Days prior to the due date (including all applicable and valid extensions), Marathon shall send to United States Steel a final Combined State Tax Return for each Combined State Tax liability of the USX Consolidated Group and a statement of United States Steel’s allocable share, as determined under the principles of Article 4 of this Agreement, of any resulting tax liability.

(ii) No later than two Business Days prior to the due date (including all applicable and valid extensions) for any Tax Return described in Section 5.02(c)(i), United States Steel shall pay to Marathon, or Marathon shall pay to United States Steel, as appropriate, an amount equal to the difference, if any, between the United States Steel’s allocable share of the tax liability as determined by Marathon and the aggregate amount of the estimated installment payments previously made by the United States Steel Stock Group or the United States Steel Tax Group, including any end-of-year tentative tax payment or refund with respect to such taxable period pursuant to Section 5.02(b)(ii) of this Agreement.

(iii) United States Steel may invoke Dispute Resolution with respect to a disagreement over any payments required under Section 5.02(c)(ii) of this Agreement only after it has paid to Marathon any such amounts.

(d) Other Tax Payments.

(i) In the event that United States Steel requests pursuant to Section 5.01(b) of this Agreement, that Marathon make a cash remittance to a Tax Authority to stop the running of interest in whole or in part, United States Steel shall pay to Marathon the full amount that United States Steel has requested Marathon remit to such Tax Authority no later than two Business Days prior to the date on which Marathon will make such remittance to such Tax Authority. If United States Steel fails to make such payment to Marathon as provided above, Marathon need not make the requested remittance to the Tax Authority.

(ii) In the event that United States Steel and Marathon agree pursuant to Section 3.03(f) of this Agreement to obtain the jurisdiction of a United States district court, the United States Court of

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Federal Claims, or a state court in any Tax Proceeding, and a payment is required pursuant to Section 5.01(c) of this Agreement, then no later than two Business Days prior to the date on which Marathon shall make such remittance, United States Steel shall pay to Marathon its appropriate share of the remittance. For purposes of this Section 5.03(d)(ii), the parties shall use reasonable efforts to agree on the amount of each party’s appropriate share of such remittance; provided that, if no agreement as to United States Steel’s appropriate share is reached five Business Days prior to the date on which Marathon will make such remittance to the Tax Authority, Marathon shall determine United States Steel’s appropriate share based on the ratio of the tax liability relating to Tax Items generated by, or allocated to, the United States Steel Stock Group that will be litigated to the total tax liability of the USX Consolidated Group that will be litigated. United States Steel may invoke Dispute Resolution with respect to a disagreement over any payment required under this Section 5.02(d)(ii) only after it has paid to Marathon any such amounts.

(e) Treatment of Adjustments to Taxes, Interest, and Penalties.

(i) Adjustments to Federal Taxes or Combined State Taxes.

(A) Payment Obligation.

If any adjustment is made in a Tax Return relating to Federal Taxes or Combined State Taxes of the USX Consolidated Group, after the filing thereof, then within 30 Calendar Days of the time of a Final Determination of such adjustment, United States Steel shall pay to Marathon, or Marathon shall pay to United States Steel, as the case may be and as appropriate, the difference between (1) all payments made, net of all refunds or recoupments received, by United States Steel in accordance with the principles of this Section 5.02 for the taxable period covered by such Tax Return, and (2) the amount of Tax that is allocable to United States Steel in accordance with the principles of Article 4 of this Agreement for the taxable period covered by such Tax Return taking such adjustment into account when redetermining the tax allocation. In the event that Tax is owed to a Tax Authority following receipt of a Final Determination, United States Steel may invoke Dispute Resolution with respect to a disagreement over any payment required under this Section 5.02(e)(i)(A) only after it has paid to Marathon any such amounts.

(B) Refunds Received Prior to Final Determination.

In the event that an amended Tax Return, claim for refund, or tentative carryback adjustment (including, without limitation, any Consolidated Federal Tax Returns, Combined State Tax Returns, IRS Form 1139, or comparable form of any Tax Authority) is filed with respect to Tax Items of the United States Steel Stock Group or the United States Steel Tax Group pursuant to Section 3.02(b)(iii) of this Agreement and a refund is received prior to a Final Determination with respect to such amended Tax Return (such as in the case of a refund pursuant to an IRS Form 1139), Marathon shall pay such refund to United States Steel no later than two Business Days following receipt of such refund from the Tax Authority; except that, if (1) the amended Tax Return, claim for refund, or tentative carryback adjustment is not supported by a written opinion of outside tax counsel or a nationally recognized accounting firm indicating that the positions shown on such amended Tax Return, claim for refund, or tentative carryback adjustment should prevail if litigated, and (2) United States Steel does not have an investment grade credit rating at the time when such refund is received from the Tax Authority, then either (I) United States Steel shall provide some form of credit enhancement acceptable to Marathon in which case Marathon shall pay the refund to United States Steel no later than two Business Days after receipt of the credit enhancement agreed upon by the parties, or (II) Marathon shall place the refund received

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from the Tax Authority into an escrow account for the benefit of United States Steel, the principal and earnings of which will be applied towards any liability resulting from a disallowance of, in whole or in part, the amended Tax Return, claim for refund, or tentative carryback adjustment and the excess will be distributed to United States Steel at such time as a Final Determination of the amended Tax Return, claim for refund, or tentative carryback adjustment is received.

(C) Refunds Received By United States Steel.

In the event that United States Steel receives a refund from a Tax Authority relating to a Tax Return of the USX Consolidated Group, United States Steel shall notify Marathon of such refund no later than two Business Days following its receipt. No later than five Business Days following notification that such refund has been received by United States Steel, Marathon shall send to United States Steel a statement of the allocation of such refund between the parties. United States Steel shall pay Marathon’s share of such refund to Marathon no later than two Business Days following receipt of such statement from Marathon. United States Steel may invoke Dispute Resolution with respect to a disagreement over any payment required under this Section 5.02(e)(i)(C) only after it has paid to Marathon any such amounts.

(ii) Interest Resulting from Adjustments to Taxes.

(A) Interest Owed To or Received From a Tax Authority.

If any interest is to be paid to a Tax Authority, or is received from a Tax Authority, as a result of an adjustment to the USX Total Liability shown on a Tax Return of the USX Consolidated Group for any Pre-Distribution Period, such interest shall be allocated between the United States Steel Stock Group and the Marathon Stock Group by applying the applicable statutory rate to each Group’s incremental tax liability or refund. No later than five Business Days prior to the date on which Marathon will make a payment relating to such interest to the relevant Tax Authority, Marathon shall notify United States Steel of (1) such planned date, and (2) its appropriate share of such remittance.

TAXES AND RELATED OBLIGATIONS