Exhibit








Exhibit 10.1


FIRST AMENDMENT TO EMPLOYEE SERVICES AGREEMENT






THIS  FIRST  AMENDMENT  TO  EMPLOYEE  SERVICES  AGREEMENT  ("First Amendment") is made effective as of January 1, 2016, by  and between Marathon Petroleum Logistics Services LLC ("MPLS"), a Delaware limited liability company, MPLX GP LLC ("MPLX"), a Delaware limited liability company and Marathon Pipe Line LLC, a Delaware limited liability company ("MPL").


WITNESSETH:


WHEREAS, MPLS, MPLX and MPL entered into that Employee Services Agreement dated October 1, 2012 (the "Agreement"); and


WHEREAS, MPLS, MPLX and MPL now  desire to  amend  the  Agreement  in certain
respects.


NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:


		
	1.
	Delete the following paragraph in Annex B in its entirety:




"For the month of the bonus payment (if any) to the MPLS employees, MPLS will calculate a "true up" of the total bonus accrual charged for the year under (c) above compared to the actual cost of such bonus , excluding burden. The net value of such "true-up" (whether positive or negative) will be an adjustment to the next monthly invoice to MPL."


and replace it with the following:


"Each month hereunder , MPLS, in its sole and reasonable discretion, shall calculate an appropriate allocated bonus accrual, including burden , consistent with its good faith estimate of the allocation of employees provided by MPLS hereunder on a total headcount basis (the "Bonus Accrual"). For the month in which any bonus payment is made to the employees provided by MPLS hereunder, MPLS will calculate a "true-up" of the Bonus Accrual charged for the previous year compared to the actual cost of bonuses, including burden, paid to such employees (the resulting "true-up" of these two amounts, whether positive or negative, being referred to herein as the "Bonus True-Up").


		
	2.
	Capitalized terms used but not defined in this First Amendment  shall have the meaning


ascribed to such terms in the Agreement.






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	3.
	This First Amendment supersedes any other prior agreements or understandings of the parties relating to this subject matter and the parties are not relying on any statement, representation, promise or inducement not expressly set forth herein .




		
	4.
	This First Amendment may be executed in one or more counterparts , and in both original form and one or more photocopies , each of which shall be deemed to be an original, but all of which together shall be deemed to constitute one and the same instrument.




		
	5.
	Except   for  the   provisions   of  the  Agreement   specifically   addressed   in  this   First


Amendment , all other provisions of the Agreement shall remain in full force and effect.




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




	
				
	MARATHON PETROLEUM LOGISTICS SERVICES LLC
	 

	 
	 
	 
	 

	By:
	/s/ J. S. Swearingen
	 
	 

	 
	J. S. Swearingen, President
	 
	 

	 
	 
	 
	 

	 
	 
	 
	 

	MPLX GP LLC
	 
	 

	 
	 
	 
	 

	By:
	/s/ D. C. Templin
	 
	 

	 
	D. C. Templin, President
	 
	 

	 
	 
	 
	 

	 
	 
	 
	 

	MARATHON PIPE LINE LLC
	 
	 

	 
	 
	 
	 

	By:
	/s/ C. O. Pierson
	 
	 

	 
	C. O. Pierson, President
	 
	 

	 
	 
	 
	 

	 
	 
	 
	 

	Date:
	May 10, 2016
	 
	 

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	 
	 










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