Marathon Oil Company Amended and Restated Excess Benefit Plan




 EXHIBIT 10.27 
 MARATHON OIL COMPANY 
 EXCESS BENEFIT PLAN 
 Amended and Restated As Of 
 January 1,
2009 








 EXCESS BENEFIT PLAN 
 ARTICLE I. Purpose 
 On February 5, 1976, the Board of Directors of the former Marathon Oil Company (now
named “Marathon Oil Company”) resolved, effective January 1, 1976, to compensate employees for the loss of benefits under the Retirement Plan and the loss of Company contributions to the Thrift Plan that occur due to the limits
placed by the Code on benefits payable and contributions permitted under qualified plans. On the date of that resolution, the only limits placed by the Code were those contained in Code section 415. Accordingly, this Excess Benefit Plan was created.

 On May 6, 1982, the former Marathon Oil Company adopted a Plan of Partial Liquidation. Pursuant to the Plan of Partial Liquidation and an
Agreement for Implementation of Plan of Partial Liquidation dated July 10, 1982, Marathon Oil Company (formerly “USS Holdings Company, Inc.”) assumed all of the obligations, terms, and conditions of the Retirement Plan, Thrift Plan,
and this Excess Benefit Plan. 
 On July 5, 1988, the Executive Committee of the Board of Directors of the Company approved amendments to this Excess
Benefit Plan effective January 1, 1988, designed to compensate employees for the loss of benefits under the Retirement Plan and the Thrift Plan due to certain additional limitations on benefits payable under qualified plans and contributions
permitted under qualified plans which were added to the Code by the Tax Reform Act of 1986. These limitations include Code section 415, Code section 401(k), Code section 401(m), Code section 402(g), and Code section 401(a)(17). 
 Effective January 1, 2006, this Excess Benefit Plan was restated to incorporate prior amendments. 
 Effective January 1, 2009, this document is restated and shall apply only to benefits that are not fully distributed as of such date, including both 409A Accruals and Grandfathered Accruals. With respect to the
409A Accruals, the Excess Benefit Plan, as amended and restated, is intended to conform to the requirements of Code section 409A, and, in all respects, shall be administered and construed in accordance with such requirements. With respect to the
Grandfathered Accruals, the Excess Benefit Plan, as amended and restated, does not represent a material enhancement of the benefits or rights available under the Excess Benefit Plan on October 3, 2004. 
 This Excess Benefit Plan sets forth the terms and conditions under which benefits designed to compensate Employees for the aforementioned losses of benefits shall be
accrued and paid by the applicable Employer. Capitalized terms, unless otherwise specified, are defined under the Retirement Plan and the Thrift Plan. In addition, for purposes of this Article I and the remainder of this Plan, the following
definitions apply: 
 “409A Accruals” means those benefits that were accrued after or became vested after 2004, as adjusted for interest or
changes in present value, as applicable. Such amounts shall be determined in accordance with Code section 409A. 








 “Code” means the Internal Revenue Code. 
 “Code section 409A” means section 409A of the Code and any Treasury and Internal Revenue Service regulations and guidance issued thereunder. 
 “Company” means Marathon Oil Company. 
 “Employee” means any individual employed by an Employer. 
 “Employer” includes 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.” In addition, the term “Employer” shall also include any entity that previously met the requirements of an “Employer” as set forth herein that
continues to employ a Participant to the extent so designated by the Plan Administrator. 
 “Excess Benefit Plan” means the Marathon Oil
Company Excess Benefit Plan. 
 “Grandfathered Accruals” means those benefits that are exempt from Code section 409A because they were
accrued and vested before January 1, 2005, as adjusted for interest or changes in present value, as applicable. Such amounts shall be determined in accordance with Code section 409A. 
 “Retirement Plan” means the Retirement Plan of Marathon Oil Company. 
 “Separation from Service” shall have the same meaning as set forth under Code section 409A with respect to an Employer. 
 “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. 
 “Thrift Plan” means the Marathon Oil Company Thrift Plan. 
  

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 ARTICLE II. Eligibility 
  

	2.1	Eligibility for Benefits 

 The following individuals are eligible to
accrue Excess Benefit Plan benefits: 
 (a) Every individual who qualifies for a benefit under the terms of the Retirement Plan and (1) whose benefit as
determined under Article V, Section A, or B and C, of the Retirement Plan is reduced due to salary deferrals under the Marathon Oil Company Deferred Compensation Plan or any similar plan maintained by the Employer or by either Code section 415 or
the annual compensation limit as set forth under Code section 401(a)(17) (collectively, the “Defined Benefit Limits”), or (2) would accrue a Special Excess Bonus Recognition benefit as set forth in section 3.1(b) hereof and is
designated by the Plan Administrator. 
 (b) Every individual who participates in the Thrift Plan and who (i) has potential contributions to the Thrift
Plan limited by Code Requirements (as defined below) to a point which precludes the individual’s receipt of the maximum matching Company Contributions provided under Article VI of the Thrift Plan; (ii) is limited by IRC Requirements to
making contributions to the Thrift Plan at a percentage that is less than their elected contribution percentage; and (iii) continues to make After-Tax and MSP Contributions to the Thrift Plan at the maximum rate as limited by Code requirements.
As used in this Excess Benefit Plan, the term “IRC Requirements” includes, and is limited to, the following requirements: 
  

	 	(1)	Code section 415; 

  

	 	(2)	Code section 401(k) (Actual Deferral Percentage test) and Code section 401(m) (Actual Contribution Percentage test); 

  

	 	(3)	The Code section 402(g) annual dollar limitation on MSP Contributions; or 

  

	 	(4)	The annual compensation limit as set forth under Code section 401(a)(17). 

 Every individual who is eligible to receive benefits under this Excess Benefit Plan by reason of his or her active employment with an Employer shall be known as a Participant. Every individual who becomes eligible to receive benefits under
this Excess Benefit Plan in the event of the death of a Participant shall be known as a Beneficiary. The Beneficiary of a Participant under this Excess Benefit Plan shall be such Beneficiary as may be provided under Section 3.3(b). 

 

	2.2	No Duplication of Benefits 

 Any individual who is eligible under
the terms of the Marathon Oil Company Deferred Compensation Plan or any similar plan maintained by the Employer shall receive excess Thrift accruals under that plan. No participant shall receive duplicate benefits under the Thrift Plan, Excess
Benefit Plan, or a Deferred Compensation Plan. 
  

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 ARTICLE III. Excess Retirement and Thrift Benefits 
  

	3.1	Amount of Excess Retirement Benefit 

 The amount of a
Participant’s benefit under this Section 3.1 (the “Excess Retirement Benefit”) shall be determined as of the Participant’s Separation from Service, as follows: 
 (a) The amount of Excess Retirement Benefit which a Participant or Beneficiary (as defined in Section 3.3(b)) is entitled to receive shall be equal
to the excess of (1) over (2) below: 
  

	 	(1)	The amount of benefit which such Participant or Beneficiary would be entitled to receive under the Retirement Plan if such benefit were computed without giving effect to the Defined
Benefit Limitations and including elected deferred compensation contributions as permitted under the Marathon Oil Company Deferred Compensation Plan or any similar plan maintained by the Employer; less 

  

	 	(2)	The amount of benefit which such Participant or Beneficiary is entitled to receive under the Retirement Plan. 

 (b) The following individuals shall be entitled to an additional Excess Retirement Benefit equal to the difference between (1) and (2) below
(“Special Excess Bonus Recognition”): (i) Marathon Oil Corporation (“MRO”) and Marathon Oil Company employees (“MOC”) who are MRO Officers in compensation Grade 19 and above; (ii) any Grade 19 and above
employee of The Marathon Oil Corporation Controlled Group, excluding Speedway SuperAmerica or its subsidiaries, who is recommended by the Vice President of Human Resources of Marathon Oil Corporation and approved by the President of Marathon Oil
Corporation; and (iii) Eligible Grandfather Employees. 
  

	 	(1)	An amount calculated under the Retirement Plan benefit formula, without regard to any Code mandated limitations (including, but not limited to, the Defined Benefit Limits) and
including elected deferred compensation contributions as permitted under the Marathon Oil Company Deferred Compensation Plan or any similar plan maintained by the Employer, and substituting the following Final Average Pay (FAP) definition for the
definition of “Final Average Pay” contained in the Retirement Plan: 

 Final Average Pay shall be the highest pay,
excluding bonuses, of a member for any consecutive 36-month period during the last ten years of employment plus the highest three bonuses paid out of the last 10 years (not necessarily consecutive), divided by 36. 
  

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	 	(2)	An amount as normally determined under the Retirement Plan, plus any retirement benefit otherwise payable under the Excess Benefit Plan (i.e., exclusive of any benefits
attributable to the calculation in Section 3.1(b)(1) above). 

 For purposes of the calculations in (1) and
(2) of this Section 3.1(b) “Eligible Grandfather Employee” means any current MRO and MOC employee eligible for Special Excess Bonus Recognition prior to August 27, 2003. However, an individual’s Eligible Grandfather
Employee status shall permanently cease upon termination, retirement, or death as an employee. 
  

	3.2	Amount of Excess Thrift Benefit 

 The amount of the benefit under
this Section 3.2 (the “Excess Thrift Benefit”) which a Participant or Beneficiary is entitled to receive shall be equal to the excess of (a) over (b) below for each calendar year accumulated with interest to date of payment
at the “Cash with Interest” rate provided under Article VIII of the Thrift Plan: 
 (a) The amount of Company Contributions under
Article VI of the Thrift Plan that would have been credited to the Participant’s Thrift Plan account if the Code Requirements were not given effect for such year and using the Participant’s rate of contributions at the time the limitation
becomes effective as determined by the Plan Administrator; less 
 (b) The amount of Company Contributions actually credited to the
Participant’s Thrift Plan account for such year. 
  

	3.3	Payment of Excess Benefit 

 A Participant shall be entitled to a
cash distribution of the Participant’s Excess Retirement Benefit and Excess Thrift Benefit, as applicable (collectively, the “Excess Benefit”), as provided in this Section 3.3. 
 (a) Except as otherwise provided in this Section 3.3, a Participant’s Excess Benefit shall be paid in a lump sum within 90 days of Separation
from Service for any reason other than death. 
 (b) In the event of the death of a Participant, the Participant’s Excess Benefit shall
be paid to the Participant’s applicable 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 3.3(a) (or, in the event of a Separation from Service of a Specified Employee (as defined below) not on account of death, the 90-day period described in Section 3.3(c)). The Participant’s “Beneficiary” shall be:
(i) with respect to the Participant’s Excess Retirement Benefit, the Beneficiary will be his or her Eligible Surviving Spouse or estate (if no Eligible Surviving Spouse); and (ii) with respect to the Participant’s Excess Thrift
Benefit, the 

  

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Participant’s Beneficiary will be the beneficiary or beneficiaries designated under the Thrift Plan. In any event, if there is no valid Beneficiary
under the terms of this Excess Benefit Plan, the Excess Benefit will be paid to the person or persons comprising the first surviving class of the eligible classes as set forth: (1) the Participant’s spouse; (2) the Participant’s
natural born and legally adopted children; (3) the Participant’s surviving parents; (4) the Participant’s surviving brothers and sisters; and (5) the executor or administrator of the Participant’s estate. 
 (c) Distribution of the Excess Benefit of a Participant who the Plan Administrator determines is a Specified Employee (other than such Participant’s
Grandfathered Accruals) 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 3.3(b). Payment of a Specified Employee’s Grandfathered Accruals shall be made in accordance with
Section 3.3(a). 
 (d) A Participant must be vested under the Retirement Plan in order for an Excess Retirement Benefit to be payable.
The amount of any lump sum payment hereunder shall be determined by using the same factors and assumptions which would be used by the Retirement Plan for such Participant or Beneficiary at the Participant’s Separation from Service. The balance
of any Excess Retirement Benefit not paid at the Participant’s Separation from Service shall accrue interest beginning at the Participant’s Separation from Service at a rate used under the Retirement Plan to determine the actuarial
equivalent lump sum of a life only monthly annuity. 
 (e) A Participant must be fully vested under the Thrift Plan in order for an Excess
Thrift Benefit to be payable. The balance of any Excess Thrift Benefit not paid at the Participant’s Separation from Service shall accrue interest at the “Cash with Interest” rate provided under Article VIII of the Thrift Plan until
the entire balance has been paid. If the “Cash with Interest” rate becomes unavailable for any reason, whether for purposes of this Section 3.3(e) or for purposes of Section 3.2, the Company shall, at its sole discretion,
substitute a similar interest rate which will be applicable for time periods thereafter. 
 (f) Distributions of 409A Accruals 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 3.3, to the extent the Plan Administrator
permitted a Participant to submit an election to receive payment in a form of distribution other than a lump sum and such payment commenced prior to 2009, the distribution of such Participant’s Excess Benefit after 2008 shall be governed by
procedures established by the Plan Administrator. 
  

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 ARTICLE IV. Funding 
 Benefits under this Excess Benefit Plan shall be paid from the general assets of the applicable Employer. This Excess Benefit 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 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 Excess Benefit 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 Excess Benefit 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 Excess Benefit Plan and is only used for convenience when describing the deferral activities of this Excess Benefit
Plan. 
 ARTICLE V. Plan Administration 
  

	5.1	General Duty 

 The Company has delegated its administrative
authority hereunder to the Plan Administrator of the Retirement Plan or its successor (the “Plan Administrator.”) It shall be the principal duty of the Plan Administrator to determine that the provisions of the Excess Benefit Plan are
carried out in accordance with its terms, for the exclusive benefit of persons entitled to participate in the Excess Benefit Plan. 
  

	5.2	Plan Administrator’s General Powers, Rights and Duties 

 The
Plan Administrator shall have full power to administer the Excess Benefit 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 Excess Benefit Plan, given the powers, rights and duties specifically stated elsewhere in the Excess Benefit 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 Excess Benefit 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 Excess Benefit Plan, to interpret the Excess Benefit Plan, and to remedy ambiguities, inconsistencies or omissions; 
 (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 Excess Benefit Plan and as are consistent with the Excess Benefit Plan; 
  

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 (c) to direct payments or distributions from the Excess Benefit Plan in accordance with the provisions of
the Excess Benefit Plan; 
 (d) to develop such information as may be required by it for tax or other purposes as respects the Excess Benefit
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 Excess Benefit Plan. 
 The
Plan Administrator’s decision in any matter involving the interpretation and application of this Excess Benefit Plan shall be final and binding. In the event the Plan Administrator would have to decide any issue under the Excess Benefit Plan
which could affect the form or timing of the payment of deferred compensation under the Excess Benefit Plan, then the Company shall make that decision. 
  

	5.3	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 Excess Benefit Plan, if such act of omission is or was in good faith. This Section 5.3 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. 
  

	5.4	Information Required by Plan Administrator 

 The Plan Administrator
shall obtain such data and information as deemed necessary or desirable in order to administer the Excess Benefit 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 Excess Benefit Plan also shall furnish the Plan Administrator with such evidence, data or information, as the Plan Administrator considers necessary or desirable to administer the Excess Benefit Plan. 
  

	5.5	Claims and Review Procedures 

 (a) Claims
Procedure. If a Participant believes any rights or benefits are being improperly denied under the Excess Benefit Plan, such Participant may file a claim in writing with the Plan Administrator. If any such claim is wholly or partially denied,
the 

  

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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 Excess Benefit 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 Excess Benefit 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 VI.
Modification and Discontinuance 
  

	6.1	Amendment and Termination 

 The Company reserves the right to
modify, suspend, or terminate the Excess Benefit 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 

  

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Company’s right to amend, suspend or terminate is the Company’s right at any time to no longer permit any additional Participants under the Excess
Benefit Plan, to cease benefit accruals, and to distribute all benefits upon Excess Benefit 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 VI. 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 Excess Benefit Plan. No future amendment to the Excess Benefit
Plan shall apply to Grandfathered Accruals to the extent such provision or amendment would constitute a “material modification” within the meaning of Code section 409A with respect to the Grandfathered Accruals unless such amendment
expressly indicates otherwise. 
  

	6.2	Delegation of Authority 

 In addition to the other methods of
amending MOC’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 Marathon Oil Company Board of Directors,
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. 
  

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	6.3	Transfer of Liabilities 

 In the event of a corporate transaction
involving a Participant’s Employer, the liabilities with respect to the Participant’s Excess Benefit 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 Accruals is consistent with Code section 409A, and (iii) with respect to Grandfathered Accruals, does not represent a material enhancement of
the Participant’s benefits or rights available under the Excess Benefit 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. 
 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. 
  

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	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. 
  

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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. 
  

	
	
	Dorothy M. Bell
	Notary Public, State of Texas


 (Notarial Seal)