Marathon Oil Company  Deferred Compensation Plan




 EXHIBIT 10.28 
 MARATHON OIL COMPANY 
 DEFERRED COMPENSATION PLAN 
 Effective 
 January 1, 2009









 Table of Contents 
  


			
	 ARTICLE I. Definitions
	  	1
		
	 ARTICLE II. Eligibility
	  	3
		
	 ARTICLE III. Deferral of Compensation
	  	3
		
	 ARTICLE IV. Other Contributions
	  	4
		
	 ARTICLE V. Accounting
	  	5
		
	 ARTICLE VI. Vesting
	  	5
		
	 ARTICLE VII. Distribution of Benefits
	  	5
		
	 ARTICLE VIII. Funding
	  	6
		
	 ARTICLE IX. Plan Administration
	  	6
		
	 ARTICLE X. Modification and Discontinuance
	  	8
		
	 ARTICLE XI. General Provisions
	  	10

  

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 MARATHON OIL COMPANY 
 DEFERRED COMPENSATION PLAN 
 This document contains the provisions of the Marathon Oil Company
Deferred Compensation Plan (the “Plan”) as of January 1, 2009, and shall apply only to Accounts that are not fully distributed as of such date, including 409A Deferrals and Grandfathered Deferrals that are exempt from Code section
409A. 
 With respect to the 409A Deferrals, the Plan, as amended and restated, is intended to conform to the requirements of Code section
409A and the regulations thereunder, and, in all respects, shall be administered and construed in accordance with such requirements. With respect to the Grandfathered Deferrals, the Plan, as amended and restated, does not represent a material
enhancement of the benefits or rights available under the Plan on October 3, 2004. 
 ARTICLE I. Definitions 
  

	1.1.	“409A Deferrals” means those amounts deferred or that became vested after 2004, with earnings and losses attributable thereto, as determined in accordance with Code
section 409A. 

  

	1.2.	“Account” means an unfunded liability of the Employer in the name of each Participant. “Account” shall refer to the Participant’s entire benefit
accrued under the terms of the Plan unless a provision refers specifically to any “Sub-Account” as described in Article VII. 

  

	1.3.	“Affiliated Company” means the Company and each related company or business which is part of the same controlled group under Code sections 414(b) or 414(c);
provided that where specified by the Employer in accordance with Code section 409A in applying Code section 1563(a)(1) – (a)(3) for purposes of determining a controlled group of corporations under Code section 414(b) and in applying Treasury
Regulation section 1.414(c)-2 for purposes of determining whether trades or businesses are under common control under Code section 414(c), the phrase “at least 50 percent” is used instead of “at least 80 percent.” The term
“Affiliated Company” shall also include any entity that previously met the requirements of an Affiliated Company as set forth herein that continues to employ a Participant to the extent so designated by the Plan Administrator.


  

	1.4.	“Beneficiary” means any person(s) designated in writing by a Participant to receive payment under this Plan in the event of the Participant’s death. In the
event the Participant is married and has designated no other beneficiary (or if the designated beneficiary has predeceased the Participant), Beneficiary shall mean the Participant’s spouse. In the event the Participant is not married at death
and has designated no beneficiary (or if the designated beneficiary has predeceased the Participant), Beneficiary shall mean the Participant’s estate. 

  

	1.5.	“Board” means the Board of Directors of Marathon Oil Corporation. 

  

	1.6.	“Code” means the Internal Revenue Code of 1986, as amended including regulations and other guidance of general applicability promulgated thereunder.


  

	1.7.	“Code section 409A” means, collectively, section 409A of the Code and any Treasury and Internal Revenue Service regulations and guidance issued thereunder.











	1.8.	“Company” means Marathon Oil Company. 

  

	1.9.	“Compensation” means gross pay as defined in the Thrift Plan without regard to any Code limitations. 

  

	1.10.	“Eligible Employee” means a Marathon Oil Corporation Officer in Grade 19 and above and, if recommended by the Vice President of Human Resources of Marathon Oil
Corporation and approved by the President of Marathon Oil Corporation, any Grade 19 and above Employee of an Affiliated Company, excluding Speedway SuperAmerica or its subsidiaries. 

  

	1.11.	“Eligible Grandfather Employee” means a Marathon Oil Corporation employee or a Marathon Oil Company employee who, prior to August 27, 2003, was in compensation
Grade 19 and above or a Vice President; provided, however, that an individual’s Eligible Grandfather Employee status shall permanently cease upon termination, retirement, or death as an active employee. 

  

	1.12.	“Employee” means any individual employed by the Company or an Affiliated Company. 

  

	1.13.	“Employer” means Marathon Oil Corporation, the Company, Marathon Service Company and any other Affiliated Company that adopts the Plan with the Board’s
consent. 

  

	1.14.	“ERISA” means the Employee Retirement Income Security Act of 1974 as amended. 

  

	1.15.	“Grandfathered Deferrals” means those amounts deferred and vested before January 1, 2005, with earnings and losses attributable thereto, as determined in
accordance with Code section 409A. 

  

	1.16.	“Grandfathered Deferrals Sub-Account” means that portion of a Participant’s Account that consists of the Grandfathered Deferrals. 

  

	1.17.	“Participant” means an Eligible Employee or Eligible Grandfathered Employee who elects to participate in and/or receives contributions under the Plan pursuant to
Article III or Article IV of this Plan and includes any individual for whom, as of January 1, 2009, an Account is maintained pursuant to the Plan that has not yet been fully distributed. 

  

	1.18.	“Plan” means The Marathon Oil Company Deferred Compensation Plan as set forth in this document. 

  

	1.19.	“Plan Administrator” means Eileen M. Campbell and any successor as designated by the Company to administer the Plan. 

  

	1.20.	“Plan Year” means the 12-consecutive month period beginning each January 1 and ending each December 31. 

  

	1.21.	“Salary Deferral” means the total amount deferred by the Participant from Compensation under Article III. 

  

	1.22.	“Separation from Service” shall have the same meaning as set forth under Code section 409A with respect to an Affiliated Company. 

  

	1.23.	“Specified Employee” shall have the meaning as set forth under Code section 409A and as determined by the Employer in accordance with its established policy.


  

	1.24.	“Thrift Plan” shall mean the Marathon Oil Company Thrift Plan. 

  

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 ARTICLE II. Eligibility 
  

	2.1.	Eligibility 

 A newly hired Eligible Employee is
eligible to participate in the Plan as of the date and in accordance with the rules established for such purpose by the Plan Administrator, consistent with Code section 409A. Any other Eligible Employee is eligible to participate in the Plan on the
January 1 coinciding with or next following the date he or she becomes an Eligible Employee. Any individual who was an Eligible Employee or an Eligible Grandfather Employee as of December 31, 2008 shall remain eligible to participate as of
January 1, 2009. 
  

	2.2.	Termination of Participation 

 In the event that a
Participant ceases to be an Eligible Employee (or an Eligible Grandfather Employee), the Participant’s current Salary Deferral election shall remain in effect, and thereafter, the Participant shall make no further deferrals unless and until the
Participant again becomes eligible under Section 2.1. 
 ARTICLE III. Deferral of Compensation 
  

	3.1.	Annual Elections 

 Each Participant may elect, prior
to the first day of any Plan Year, to make Salary Deferrals (in 1% increments) of up to 20% of his or her Compensation for the Plan Year as provided in the deferral election form. A newly hired Eligible Employee who becomes a Participant in the year
of hire may elect to make Salary Deferrals of his or her Compensation for such year pursuant to rules established for such purpose by the Plan Administrator, consistent with Code section 409A. 
  

	3.2.	Manner of Deferral 

 A Participant’s Salary
Deferrals may be taken from the Participant’s Compensation ratably during the applicable Plan Year or in any other manner determined by the Plan Administrator; provided that such Salary Deferrals during the Plan Year, in the aggregate, reflect
the Participant’s Salary Deferral election in accordance with Code section 409A. 
  

	3.3.	General Election Rules 

 The Plan Administrator may
establish, in its discretion, from time to time, rules allowing deferral elections to be made later than prescribed in this Article III to the extent permitted under Code section 409A. Deferral elections shall be in the form and manner required by
the Plan Administrator, shall be irrevocable and shall not defer more than that amount which is otherwise available for payment to the Participant net of any and all required federal, state and local withholding obligations (determined taking into
account the effect of the deferral) and other qualified plan and pre-tax salary deferrals. Notwithstanding any other provision of this Article III, the Plan Administrator may require that a Participant submit deferral elections prior to the date
otherwise specified in this Article III. 
  

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 ARTICLE IV. Other Contributions 
  

	4.1.	Thrift Plan Make-up Matching Contributions 

  

	 	(a)	During each year that a Participant is eligible to participate under Article II, such Participant shall be credited with an amount equal to any match that would have been made under
the Thrift Plan, the Marathon Oil Company Excess Benefit Plan, or any other similar plan maintained by an Affiliated Company but that is not made solely because of limitations under the Code or any compensation limit imposed on deferrals in the
Thrift Plan. 

  

	 	(b)	Eligible Employees (a) who are limited to contributing an amount to their MSP Account (as defined in the Thrift Plan) which is less than the maximum potential amount of
contributions that could be matched under the Thrift Plan (i) because of the results of the Actual Deferral Percentage test, or (ii) because of the attainment of the annual dollar limitation on MSP Contributions, (b) who
(i) continue to contribute their maximum permissible amount to the MSP Account as determined under the Thrift Plan, and (ii) are not suspended from making After-Tax Contributions under the terms of the Thrift Plan, and (c) who submit
an election with the Plan Administrator in accordance with such procedures as the Plan Administrator shall prescribe, consistent with Code section 409A, indicating that the Participant does not wish to contribute the maximum amount of After-Tax
Contributions under the Thrift Plan, will be treated as being subject to the limitations of the Code for purposes of Section 4.1(a) upon making the maximum permissible amount of MSP Contributions. 

  

	 	(c)	The match credited under this Section 4.1 shall be determined at the rate of the maximum potential match under the Thrift Plan. 

  

	4.2.	Matching Contributions for New Hires in Waiting Period 

 New hires who are eligible for this Plan under Section 2.1 and who, except for the provisions governing the Thrift Plan’s “waiting period,” would otherwise be eligible to participate in the Thrift Plan, shall be credited
with a Company match equal to the maximum potential Company match under the Thrift Plan multiplied by the Participant’s gross pay (as defined in the Thrift Plan but disregarding any limitations on eligible compensation as may be imposed by the
Code) during the Thrift Plan’s waiting period. This accrual shall cease to the extent that, upon the first date of participation eligibility in the Thrift Plan, the employee is eligible under the Plan for the Thrift Plan Company matching
contributions. 
  

	4.3.	Matching Contributions on Salary Deferrals 

 A
Participant shall be credited each year with a match equal to such Participant’s Salary Deferrals during the year multiplied by the rate of the maximum potential match under the Thrift Plan. 
  

	4.4.	Manner of Deferral 

 Matching contributions under
this Article IV may be credited on a pay-period basis or in any other manner determined by the Plan Administrator; provided that such matching contributions during the Plan Year, in the aggregate, reflect the correct amount determined under this
Article IV. 
  

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 ARTICLE V. Accounting 
  

	5.1.	Allocation to Participant’s Account 

 Any
Salary Deferrals under Article III or matching contributions under Article IV shall be credited to the Participant’s Account in the manner designated by the Plan Administrator. 
  

	5.2.	Earnings 

 A Participant may select from a list of
hypothetical investment options that will be the same as the investment options offered and modified from time to time under the terms of the Thrift Plan (other than the stock of Marathon Oil Corporation). Earnings, gains and losses received on the
investments will be credited to the Participant’s Account in the manner designated by the Plan Administrator. The Plan Administrator shall develop such accounting procedures as it, in its sole discretion, deems advisable to properly reflect the
value attributable to the Participant’s Account. 
 ARTICLE VI. Vesting 
 A Participant’s Salary Deferrals shall always be immediately vested. Matching contributions provided under Article IV shall vest as provided under the terms and
conditions of the Thrift Plan. 
 ARTICLE VII. Distribution of Benefits 
 A Participant shall be entitled to a cash distribution of the Participant’s Account as provided in this Article VII. 
  

	7.1.	General Rule for Distributions 

 Except as otherwise
provided in this Article VII, a Participant’s Account shall be paid in a lump sum within 90 days of Separation from Service for any reason other than death. 
  

	7.2.	Death 

 In the event of the death of a Participant,
the Participant’s Account shall be paid to the Participant’s Beneficiary in a lump sum within 90 days of the Participant’s death or, if earlier, within the 90-day period following the Participant’s Separation from Service as
described in Section 7.1 (or, in the event of a Separation from Service of a Specified Employee not on account of death, the 90-day period described in Section 7.4). 
  

	7.3.	Earnings on Unpaid Balances 

 The Participant’s
Account shall be credited with earnings and losses pursuant to the provisions set forth in Article V until fully paid. 
  

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	7.4.	Delay for Specified Employees 

 Distribution of the
Account of a Participant who the Plan Administrator determines is a Specified Employee (other than such Participant’s Grandfathered Deferrals Sub-Account) shall be paid in a lump sum within the 90-day period following the first of the month
following 6 months after Separation from Service (other than a Separation from Service on account of the death of Participant). In the event of a Separation from Service of a Specified Employee on account of death, payment shall be made pursuant to
Section 7.2. Payment of a Specified Employee’s Grandfathered Deferrals Sub-Account shall be made in accordance with Sections 7.1. 
  

	7.5.	Pre-2009 Distributions and Distribution Elections 

 Distributions of 409A Deferrals prior to January 1, 2009 were made under reasonable good faith interpretations of Code section 409A and transition guidance provided thereunder. Notwithstanding any contrary provisions of this
Section 7, to the extent the Plan Administrator permitted a Participant to submit an election to receive payments prior to 2009, the distribution of such Participant’s Account after 2008 shall be governed by procedures established by the
Plan Administrator. 
 ARTICLE VIII. Funding 
 Benefits under this Plan shall be paid from general assets of the Employer. This Plan shall be administered as an unfunded plan which is maintained primarily for the purpose of providing supplemental retirement compensation “for a
select group of management or highly compensated employees” as set forth in sections 201(2), 301(3), and 401(a)(1) of the ERISA, and is not intended to meet the qualification requirements of section 401 of the Code. Any assets set aside by the
Employer for the purpose of paying benefits under this Plan shall not be deemed to be the property of the Participant and shall be subject to claims of creditors of the Employer. No Participant or other person shall have any claim against, right to,
or security or other interest in, any fund, account or asset of the Employer from which any payment under the Plan may be made. Any use of the words “contributions” or “contribute,” or any similar phrase, shall not require actual
contributions or funding of this Plan and is only used for convenience when describing the deferral activities of this Plan. 
 ARTICLE IX.
Plan Administration 
  

	9.1.	General Duty 

 The Plan shall be administered by the
Plan Administrator who shall be appointed by the Company and shall serve in such capacity until resignation or removal by the Company. It shall be the principal duty of the Plan Administrator to determine that the provisions of the Plan are carried
out in accordance with its terms, for the exclusive benefit of persons entitled to participate in the Plan. 
  

	9.2.	Plan Administrator’s General Powers, Rights and Duties 

 The Plan Administrator shall have full power to administer the Plan in all of its details, subject to the applicable requirements of law. For this purpose, the Plan Administrator is, as respects the rights and obligations of all parties
with an interest in this Plan, given the powers, rights and duties specifically stated elsewhere in the Plan, or any other document, and in addition is given, but not limited to, the following powers, rights and duties: 
  

	 	(a)	to determine all questions arising under the Plan, including the power to determine the rights or eligibility of Employees or Participants and any other persons, and the amounts of
their contributions or benefits under the Plan, to interpret the Plan, and to remedy ambiguities, inconsistencies or omissions; 

  

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	 	(b)	to adopt such rules of procedure and regulations, including the establishment of any claims procedure that may be required by law, as in its opinion may be necessary for the proper
and efficient administration of the Plan and as are consistent with the Plan; 

  

	 	(c)	to direct payments or distributions from the Plan in accordance with the provisions of the Plan; 

  

	 	(d)	to develop such information as may be required by it for tax or other purposes as respects the Plan; and 

  

	 	(e)	to employ agents, attorneys, accountants or other persons (who also may be employed by the Company), and allocate or delegate to them such powers as the Plan Administrator may
consider necessary or advisable to properly carry out the administration of the Plan. 

 The Plan Administrator’s decision
in any matter involving the interpretation and application of this Plan shall be final and binding. In the event the Plan Administrator would have to decide any issue under the Plan which could affect the form or timing of the payment of deferred
compensation under the Plan, then the Company shall make that decision. 
  

	9.3.	Indemnification of Administrator 

 The Company
agrees to indemnify and to defend to the fullest extent permitted by law any Employee serving as the Plan Administrator against all liabilities, damages, costs and expenses (including attorney’s fees and amounts paid in settlement of any claims
approved by the Company) occasioned by any act of omission to act in connection with the Plan, if such act of omission is or was in good faith. This Section 9.3 shall comply with Code section 409A and Treasury Regulation section
1.409A-3(i)(1)(iv) with regard to the requirements for reimbursements, to the extent applicable, for the period that such Employee’s indemnification right hereunder shall exist. 
  

	9.4.	Information Required by Plan Administrator 

 The
Plan Administrator shall obtain such data and information as deemed necessary or desirable in order to administer the Plan. The records of the Company as to an Employee’s or Participant’s period or periods of employment, termination of
employment and the reason therefor, leave of absence, re-employment and earnings will be conclusive on all persons unless determined by independent agents or delegates of the Plan Administrator to be incorrect. Participants and other persons
entitled to benefits under the Plan also shall furnish the Plan Administrator with such evidence, data or information, as the Plan Administrator considers necessary or desirable to administer the Plan. 
  

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	9.5.	Claims and Review Procedures 

  

	 	(a)	Claims Procedure. If a Participant believes any rights or benefits are being improperly denied under the Plan, such Participant may file a claim in writing with the Plan
Administrator. If any such claim is wholly or partially denied, the Plan Administrator shall notify such Participant of its decision in writing. Such notification shall be written in a manner calculated to be understood by such Participant and shall
contain (i) specific reasons for the denial, (ii) specific reference to pertinent Plan provisions, (iii) a description of any additional material or information necessary for the Participant to perfect such claim and an explanation of
why such material or information is necessary, and (iv) information as to the steps to be taken if the Participant wishes to submit a request for review. Such notification shall be given within 90 days after the claim is received by the Plan
Administrator (or within 180 days, if special circumstances require an extension of time for processing the claim, and if written notice of such extension and circumstances is given to such Participant within the initial 90 day period.) If such
notification is not given within such period the claim shall be considered denied as of the last day of such period and such Participant may request a review of his claim. 

  

	 	(b)	Review Procedure. Within 60 days after the date on which a Participant receives a written notice of a denied claim (or, if applicable, within 60 days after the date on which
such denial is considered to have occurred) such Participant (or the Participant’s duly authorized representative) may (i) file a written request with the Plan Administrator for a review of his denied claim and of pertinent documents, and
(ii) submit written issues and comments to the Plan Administrator. The Plan Administrator shall notify such Participant of its decision in writing. Such notification shall be written in a manner calculated to be understood by such Participant
and shall contain specific reasons for the decision as well as specific references to pertinent Plan provision. The decision on review shall be made within 60 days after the request for review is received by the Plan Administrator (or within 120
days, if special circumstances require an extension of time for processing the request, such as an election by the Plan Administrator to hold a hearing, and if written notice of such extension and circumstances is given to such person within the
initial 60 day period). If the decision on review is not made within such period, the claim shall be considered denied. 

  

	 	(c)	Section 409A Requirements. Any claim for benefits under this Section must be made by the Participant no later than the time prescribed by Code section 409A. If a
claimant’s claim or appeal is approved, any resulting payment of benefits will be made no later than the time prescribed for payment of benefits by Code Section 409A. 

 ARTICLE X. Modification and Discontinuance 
  

	10.1.	Amendment and Termination 

 The Company reserves the
right to modify, suspend, or terminate the Plan at any time, in whole or in part, in such manner as it shall determine, provided that such action conforms to the requirements of Code section 409A. Included in the Company’s right 

  

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to amend, suspend or terminate is the Company’s right at any time to no longer permit any additional Participants under the Plan, to cease making
Company allocations, and to distribute all Account balances upon Plan termination, all subject to the requirements of Code section 409A. The Plan Administrator may promulgate rules and procedures from time to time to carry out the provisions of this
Article X. However, in no event shall the Company have the right to eliminate or reduce any benefit, which has been vested or become forfeitable under the Plan, pursuant to Article VI. No future amendment to the Plan shall apply to Grandfathered
Deferrals to the extent such provision or amendment would constitute a “material modification” within the meaning of Code section 409A with respect to the Grandfathered Deferrals unless such amendment expressly indicates otherwise.

  

	10.2.	Delegation of Authority 

 In addition to the other
methods of amending the Company’s employee benefit plans, practices, and policies (hereinafter referred to as “MOC Employee Benefit Plans”) which have been authorized, or may in the future be authorized, by the Board, the
Company’s Vice President of Human Resources may approve the following types of amendments to MOC Employee Benefit Plans: 
 (a) With the
opinion of counsel, technical amendments required by applicable laws and regulations; 
 (b) With the opinion of counsel, amendments that are
clarifications of plan provisions; 
 (c) Amendments in connection with a signed definitive agreement governing a merger, acquisition or
divestiture such that, for MOC Employee Benefit Plans, needed changes are specifically described in the definitive agreement, or if not specifically described in the definitive agreement, the needed changes are in keeping with the intent of the
definitive agreement; 
 (d) Amendments in connection with changes that have a minimal cost impact (as defined below) to the Company; and

 (e) With the opinion of counsel, amendments in connection with changes resulting from state or federal legislative actions that have a
minimal cost impact (as defined below) to the Company. 
 For purposes of the above, “minimal cost impact” is defined as an annual
cost impact to the Company per MOC Employee Benefit Plan case that does not exceed the greater of (i) an amount that is less than one-half of one percent of its documented total cost (including administrative costs) for the previous calendar
year, or (ii) $500,000. 
  

	10.3.	Transfer of Liabilities 

 In the event of a
corporate transaction involving a Participant’s Employer, the liabilities with respect to the Participant’s Account may be transferred to the entity or organization that becomes the Participant’s employer following the corporate
transaction to the extent that such transfer (i) is permitted by applicable law, (ii) with respect to the 409A Deferrals is consistent with Code section 409A, and (iii) with respect to Grandfathered Deferrals, does not represent a
material enhancement of the Participant’s benefits or rights available under the Plan on October 3, 2004. For these purposes, a corporate transaction shall include, but not be limited to, a merger, consolidation, separation,
reorganization, liquidation, split-up, or spin-off. 
  

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 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 

  

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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. 
  


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 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)