Amendment No. 1 to Put/Call Agreement




 EXHIBIT 10(p) 
  
 EXECUTION COPY 
  
 AMENDMENT NO. 1, dated as of December 31, 1998 (this “Amendment”) to the PUT/CALL, REGISTRATION RIGHTS AND STANDSTILL AGREEMENT dated as of January 1, 1998 (the
“Agreement”) among MARATHON OIL COMPANY, an Ohio corporation, USX CORPORATION, a Delaware corporation, ASHLAND INC., a Kentucky corporation and MARATHON ASHLAND PETROLEUM LLC, a Delaware limited liability company (collectively, the
“Parties”). 
  
 WHEREAS, the Parties have heretofore entered into the
Agreement (capitalized terms used in this Amendment and not defined herein shall have the meanings given such terms in the Agreement); and 
  
 WHEREAS, the Parties wish to amend the Agreement to reflect certain changes to the prices set forth therein. 
  
 NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and
receipt of which are hereby acknowledged, the Parties agree as follows: 
  
 Section 1. Amendments: 
  
 (a) Section 1.01 of the Agreement is amended
to insert the following definition after the definition of “Price Index” and prior to the definition of “Private Label Packaged Motor Oil Business”: 
  
 “‘Price Reduction’ shall have the meaning set forth in Section 2.02(b) of the Put/Call, Registration Rights
and Standstill Agreement.” 
  
 (b) Section 2.02(a) of the Agreement is
amended to read in its entirety as follows: 
  
 “(a) Amount.
The Special Termination Price shall be an amount equal to (i) the product of (x) 100% of the Appraised Value of the Company multiplied by (y) the Terminating Member’s Percentage Interest, less (ii) if the Terminating Member is Ashland, the
Price Reduction.” 
  
 (c) Sections 2.02(b) and 2.02(c) as numbered in the
Agreement are numbered Sections 2.02(c) and 2.02(d) respectively and a new Section 2.02(b) of the Agreement is added to read in its entirety as follows: 
  
 “(b) Price Reduction. Price Reduction means an amount equal to the excess of (i) $14,139,519, which is the agreed present value at January 1, 1998,
of the tax cost to Ashland (“Present Value Tax Cost”) of allocating to it depreciation deductions as shown in Chart A in Schedule 2.02(b)(1) (“Chart A Depreciation”), as compared to allocating to Ashland depreciation deductions
as shown in Chart B in Schedule 2.02(b)(1) (“Chart B Depreciation”), over (ii) the present value at January 1, 1998, of the tax cost to Ashland of allocating to it Chart A Depreciation as compared to Chart B Depreciation, taking into
account Ashland’s decreased taxable gain or increased taxable loss on the sale of all of its Membership Interest in the Company when Chart A Depreciation as compared to Chart B Depreciation is allocated to it (“Present Value Tax Cost on
Sale”). 
  
 “Chart A Depreciation represents the agreed
depreciation deductions with respect to property contributed by Ashland on the Closing of the Asset Transfer and Contribution Agreement allocated to it through the depreciable life of such property as set forth in Section 6.03 of the LLC Agreement
as amended and restated as of December 31, 1998. Chart B Depreciation represents the agreed depreciation deductions with respect to property contributed by Ashland on the Closing of the Asset Transfer and Contribution Agreement allocated to it
through the depreciable life of such property as set forth in Sections 6.03, 6.12 and 4.01(c) of such agreement as in effect prior to such restatement as if it were in effect through such depreciable life, but treating the assets comprising the
Merrill Lynch Master Lease Program as Subleased Property listed on Schedule 4.01(c) for purposes of Sections 4.01(c) and 6.12. Chart A Depreciation and Chart B Depreciation shall not be 








 revised to reflect the actual amount of depreciation deductions with respect to property contributed by
Ashland on the Closing of the Asset Transfer and Contribution Agreement allocated to Ashland, or to take into account the sale or other disposition by the Company of any of the property contributed by Ashland on the Closing of the Asset Transfer and
Contribution Agreement. 
  
 “Solely for purposes of
determining the Present Value Tax Cost and the Present Value Tax Cost on Sale, the following factors and assumptions have been and will be used: (i) discount rate of 9% per annum, (ii) combined Federal/State income tax rate of 39%, (iii) the cash
flow impact of a reduction in Ashland’s income taxes for a year as the result of Chart A or Chart B Depreciation is realized on the last day of that year and (iv) the cash flow impact of Ashland’s income tax expense or benefit arising from
a sale of all of its membership interest in the Company is incurred or realized on the last day of the year of sale. 
  
 “Schedule 2.02(b)(2) reflects, for purposes of illustration, the Present Value Tax Cost on Sale if Ashland sells all of its 38% membership interest
in the Company on January 1, 2005. The Present Value Tax Cost on Sale with respect to Ashland’s sale of all of its interest in the Company at a date different than January 1, 2005, shall be computed in the same manner as the Present Value Tax
Cost on Sale illustrated in Schedule 2.02(b)(2). 
  
 “Consistent with the foregoing principle, if Ashland sells all or part of its Membership Interest to Marathon in a transaction not otherwise described in this Agreement, the price paid by or on behalf of Marathon for such interest
shall be appropriately reduced.” 
  
 (d) Attached new Schedules 2.02(b)(1)
and 2.02(b)(2) are inserted between Schedule 1.03(d) and Schedule 14.01(a). 
  
 (e) Section 3.02(a) of the Agreement is amended to read in its entirety as follows: 
  
 “(a) Amount. The Marathon Call Price shall be an amount equal to (i) the product of (x) 115% of the Appraised Value of the Company multiplied by (y) Ashland’s Percentage Interest, less (ii) the Price
Reduction.” 
  
 (f) Section 4.02(a) of the Agreement is amended to read in
its entirety as follows: 
  
 “(a) Amount. The Ashland Put
Price shall be an amount equal to the sum of (i) for that portion of the Ashland Put Price to be paid to Ashland in Cash or in Marathon Debt Securities, an amount equal to the product of (1) the excess of (x) the product of (A) 85% of the Appraised
Value of the Company multiplied by (B) Ashland’s Percentage Interest over (y) the Price Reduction, multiplied by (2) the percentage of the Ashland Put Price to be paid to Ashland in Cash and/or in Marathon Debt Securities, plus (ii) for that
portion of the Ashland Put Price to be paid to Ashland in Marathon Equity Securities the same as above but substituting 90% for 85% in Clause (A) and substituting Marathon Equity Securities for Cash and/or Marathon Debt Securities in clause
(2).” 
  
 Section 2. Parties in Interest. This Amendment shall inure to the
benefit of, and be binding upon, the Parties hereto and their respective successors, legal representatives and permitted assigns. 
  
 Section 3. Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the
same instrument. 
  
 Section 4. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM OR PROCEEDING RELATED TO OR ARISING OUT OF THIS AMENDMENT,
OR ANY TRANSACTION OR CONDUCT IN CONNECTION HEREWITH, IS WAIVED. 








 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above
written. 
  

			
	 MARATHON OIL COMPANY
	  	ASHLAND INC.
		
	 By:/s/ V. G. Beghini
	  	By:/s/Paul W. Chellgren
	 Name: V. G. Beghini
	  	Name: Paul W. Chellgren
	 Title: President
	  	 Title:   Chairman of the Board and Chief Executive Officer

		
	 USX CORPORATION
	  	MARATHON ASHLAND PETROLEUM, LLC
		
	 By:/s/ Thomas J. Usher
	  	By:/s/ J. L. Frank
	 Name: Thomas J. Usher
	  	Name: J. L. Frank
	 Title: Chairman of the Board and Chief Executive Officer
	  	Title: President









 Put/Call, Registration Rights and Standstill Agreement Schedule 2.02(b)(1) Chart A and Chart B Depreciation 

 
 Chart A 
  

										
	 Calendar Year

	  	Depreciation
Allocated to
Ashland

	  	Combined
Fed. & State
Inc. Tax @ 39%

	  	Present Value
Tax Effect @
9%


	 1998
	  	$	116,601,400	  	$	45,474,546	  	$	41,719,767
	 1999
	  	 	209,882,520	  	 	81,854,183	  	 	68,895,028
	 2000
	  	 	167,906,016	  	 	65,483,346	  	 	50,565,158
	 2001
	  	 	134,324,816	  	 	52,386,678	  	 	37,112,044
	 2002
	  	 	107,506,491	  	 	41,927,531	  	 	27,250,019
	 2003
	  	 	85,935,232	  	 	33,514,740	  	 	19,983,745
	 2004
	  	 	76,373,917	  	 	29,785,828	  	 	16,293,868
	 2005
	  	 	76,373,917	  	 	29,785,828	  	 	14,948,502
	 2006
	  	 	76,373,917	  	 	29,785,828	  	 	13,714,222
	 2007
	  	 	76,373,917	  	 	29,785,828	  	 	12,581,855
	 2008
	  	 	38,361,861	  	 	14,961,126	  	 	5,797,928
	 Totals
	  	$	1,166,014,004	  	$	454,745,462	  	$	308,862,136

  
 Chart B 
  

										
	 Calendar Year

	  	Depreciation
Allocated to
Ashland

	  	Combined
Fed. & State
Inc. Tax @ 39%

	  	 Present Value
Tax Effect
 @ 9%


	 1998
	  	$	134,434,575	  	$	52,429,484	  	$	48,100,444
	 1999
	  	 	213,507,942	  	 	83,268,097	  	 	70,085,092
	 2000
	  	 	171,643,459	  	 	66,940,949	  	 	51,690,695
	 2001
	  	 	138,302,064	  	 	53,937,805	  	 	38,210,901
	 2002
	  	 	111,275,746	  	 	43,397,541	  	 	28,205,424
	 2003
	  	 	89,884,379	  	 	35,054,908	  	 	20,902,096
	 2004
	  	 	77,757,082	  	 	30,325,262	  	 	16,588,957
	 2005
	  	 	77,057,057	  	 	30,052,252	  	 	15,082,212
	 2006
	  	 	77,057,057	  	 	30,052,252	  	 	13,836,892
	 2007
	  	 	77,057,057	  	 	30,052,252	  	 	12,694,396
	 2008
	  	 	50,315,315	  	 	19,622,973	  	 	7,604,547
	 Totals
	  	$	1,218,291,733	  	$	475,133,776	  	$	323,001,655
	 Present Value tax cost
	  	 	 	  	 	 	  	$	14,139,519









 Put/Call, Registration Rights and Standstill Agreement 
 Schedule 2.02(b)(2) 
  
 Present Value Tax Cost on Sale Illustration 
  
 Sale of 100% Interest 1/1/2005 
  

														
	 Calendar Year

	  	Depreciation Allocated to
Ashland

	  	Difference

	  	Decr. Gain/
Incr. Loss

	 
	 	  	Chart A

	  	Chart B

	  	  	Chart A vs. B

	 
	 1998
	  	$	116,601,400	  	$	134,434,575	  	$	17,833,175	  	 	 	 
	 1999
	  	 	209,882,520	  	 	213,507,942	  	 	3,625,422	  	 	 	 
	 2000
	  	 	167,906,016	  	 	171,643,459	  	 	3,737,443	  	 	 	 
	 2001
	  	 	134,324,816	  	 	138,302,064	  	 	3,977,248	  	 	 	 
	 2002
	  	 	107,506,491	  	 	111,275,746	  	 	3,769,255	  	 	 	 
	 2003
	  	 	85,935,232	  	 	89,884,379	  	 	3,949,147	  	 	 	 
	 2004
	  	 	76,373,917	  	 	77,757,082	  	 	1,383,165	  	 	 	 
	 -2005
	  	 	—  	  	 	—  	  	 	—  	  	 	(38,274,855	)(1)
	 2006
	  	 	—  	  	 	—  	  	 	—  	  	 	 	 
	 2007
	  	 	—  	  	 	—  	  	 	—  	  	 	 	 
	 2008
	  	 	—  	  	 	—  	  	 	—  	  	 	 	 
	 Totals
	  	$	898,530,392	  	$	936,805,247	  	$	38,274,855	  	$	(38,274,855	)

  

													
	 Calendar Year

	  	Increase
(Decrease)
Taxable
Income Chart
A vs. B

	 	 	 Combined
Federal/State
Income Tax
 @ 39%

	 	 	Present
Value Tax
Cost on Sale

	 
	 1998
	  	$	17,833,175	 	 	$	6,954,938	 	 	$	6,380,677	 
	 1999
	  	 	3,625,422	 	 	 	1,413,915	 	 	 	1,190,064	 
	 2000
	  	 	3,737,443	 	 	 	1,457,603	 	 	 	1,125,537	 
	 2001
	  	 	3,977,248	 	 	 	1,551,127	 	 	 	1,098,857	 
	 2002
	  	 	3,769,255	 	 	 	1,470,009	 	 	 	955,405	 
	 2003
	  	 	3,949,147	 	 	 	1,540,167	 	 	 	918,351	 
	 2004
	  	 	1,383,165	 	 	 	539,434	 	 	 	295,089	 
	 2005
	  	 	(38,274,855	)	 	 	(14,927,193	)	 	 	(7,491,455	)
	 2006
	  	 	—  	 	 	 	—  	 	 	 	—  	 
	 2007
	  	 	—  	 	 	 	—  	 	 	 	—  	 
	 2008
	  	 	—  	 	 	 	—  	 	 	 	—  	 
	 Totals
	  	$	—  	 	 	$	—  	 	 	$	4,472,526	 
	 Present Value Tax Cost
	  	 	 	 	 	 	 	 	 	 	 	 
	 (Schedule 2.02 (b)(1))
	  	 	 	 	 	 	 	 	 	$	14,139,519	 
	 Price Reduction
	  	 	 	 	 	 	 	 	 	$	9,666,993	 

  

	(1)	 	100% of cumulative difference between Chart A and Chart B depreciation through 2004.