Exhibit 10.1


 


MARATHON OIL CORPORATION


DEFERRED COMPENSATION PLAN


FOR NON-EMPLOYEE DIRECTORS


(Amended and Restated as of
January 1, 2002)


 


First Amendment


Effective December 1, 2005


 


WHEREAS, effective January 1, 2002, Marathon Oil
Corporation (the “Corporation”) adopted an amended and restated version of the
Marathon Oil Corporation Deferred Compensation Plan for Non-Employee Directors
(the “Plan”); and


 


WHEREAS, on October 26, 2005, the Board of
Directors authorized, and directed the Chair of the Compensation Committee to
approve, an amendment to the Plan, effective as of January 1, 2006, to (i)
discontinue the requirement that fifty percent of the directors’ annual
Retainer Fee be deferred in the form of Common Stock Units and (ii) allow
directors the option to defer up to one hundred percent of their annual
Retainer Fee.


 


WHEREAS, on October 26, 2005, the Board of
Directors further authorized the Chair of the Compensation Committee to amend
the Plan as necessary, appropriate, or desirable, in his sole judgment, to
address transition issues related to the American Jobs Creation Act of 2004
(the “Jobs Act”) and related regulatory guidance and to bring the Plan into
full compliance with the Jobs Act.


 


WHEREAS, Mr. Douglas C. Yearley currently serves
as the Chair of the Compensation Committee.


 


NOW, THEREFORE, Marathon Oil Corporation, having
established the Plan and having reserved the right to amend the Plan in Section
12 thereof, does hereby amend the Plan, effective as of December 1, 2005, in
accordance with actions taken by the Board of Directors on October 26, 2005, as
follows:


 


1.             Section 2 of
the Plan is hereby amended by inserting the following paragraphs at the end
thereof:


 


“(v)                           Grandfathered
Deferred Cash Sub-Account means that
portion of the Participant’s Deferred Cash Account that accrued on or before
December 31, 2004, plus interest, earnings, and losses thereon.


 


(w)                               Grandfathered
Deferred Stock Sub-Account means that
portion of the Participant’s Deferred Stock Account that accrued on or before
December 31, 2004, plus any dividend equivalent payments that accrue thereon
pursuant to Section 7 of the Plan.


 


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“(x)                             Non-Grandfathered
Deferred Cash Sub-Account means that
portion of the Participant’s Deferred Cash Account that accrued after December
31, 2004, plus interest, earnings, and losses thereon.


 


(y)                                 Non-Grandfathered
Deferred Stock Sub-Account means that
portion of the Participant’s Deferred Stock Account that accrued after December
31, 2004, plus any dividend equivalent payments that accrue thereon pursuant to
Section 7 of the Plan.


 


(z)                                   Optional
Distribution Forms means the following:


 


(i)                                     a single
payment on February 1 of a year following the year of Termination as specified
in advance by the Participant;


 


(ii)                                  five annual
installment payments commencing on the first day of the calendar month
following the expiration of 45 days after the effective time of the
Termination, with payments in all subsequent years to be made on February 1;
and


 


(iii)                             five annual
installment payments commencing on February 1 of a year following the year of
Termination as specified in advance by the Participant, with payments in all
subsequent years to be made on February 1.”


 


2.             Section 3 of
the Plan is hereby amended by inserting the following sentence at the end
thereof:


 


“Notwithstanding the above, as of
January 1, 2006, the requirement that 50 percent of a Participant’s annual
Retainer Fee be received in the form of Common Stock Units shall be
discontinued.”


 


3.             Section 4 of
the Plan is hereby amended by deleting Paragraph (d) thereof.


 


4.             Paragraph (e)
of Section 4 of the Plan is hereby replaced with the following:


 


“(e)                            If it does so before the last business day of the
Deferral Year, the Committee may reject any Deferral Election Form, and
the Committee is not required to state a reason for any rejection.  The Committee may modify any Distribution
Election Form at any time to the extent necessary to comply with any laws or
regulations.  However, the Committee’s
rejection of any Deferral Election Form or the Committee’s modification of any
Distribution Election Form must be based upon action taken without regard to
any vote of the Participant whose Deferral Election Form or Distribution
Election Form is under consideration, and the Committee’s rejections must


 


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be made on a uniform basis with respect to similarly
situated Participants.  If the Committee
rejects a Deferral Election Form, the Participant must be paid the amounts
he/she would then have been entitled to receive if he/she had not submitted the
rejected Deferral Election Form.


 


5.             Paragraph (f)
of Section 4 of the Plan is hereby amended by inserting the following sentences
at the end thereof:


 


“Notwithstanding the above, a
Participant may elect to revoke his or her Deferral Election Form for the 2005
Deferral Year on or before December 31, 2005. 
If a Participant elects to revoke his or her Deferral Election Form for
the 2005 Deferral Year, then his or her Deferred Cash Benefit for the 2005
Deferral Year, plus interest, earnings, or losses thereon, shall be distributed
to him or her on or before December 31, 2005.”


 


6.             Section 5 of
the Plan is hereby amended by deleting the last two sentences thereof.


 


7.             Paragraph (b)
of Section 8 of the Plan is hereby replaced with the following:


 


“(b)                           In the event a
Participant Terminates in 2006 or 2007, his or her Deferred Cash Account and
Deferred Stock Account shall be paid as follows:


 


(i)                                     His or her
Non-Grandfathered Deferred Stock Sub-Account shall be paid in a single payment
on the first day of the calendar month following the expiration of 45 days
after the effective time of the Termination unless the Participant elects prior
to December 31, 2005, to have such payment made on February 1 of a later year
designated by the Participant.


 


(ii)                                  His or her
Grandfathered Deferred Stock Sub-Account shall be paid in a single payment on
the first day of the calendar month following the expiration of 45 days after
the effective time of the Termination unless the Participant elects prior to
December 31, 2005, to have such payment made on February 1 of a later year
designated by the Participant.


 


(iii)                               His or her
Non-Grandfathered Deferred Cash Sub-Account shall be paid in a single payment
on the first day of the calendar month following the expiration of 45 days
after the effective time of the Termination unless the Participant elects prior
to December 31, 2005, to have such payment made in one of the Optional
Distribution Forms.


 


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(iv)                              His or her
Grandfathered Deferred Cash Sub-Account shall be paid in a single payment on
the first day of the calendar month following the expiration of 45 days after
the effective time of the Termination unless the Participant elects prior to
December 31, 2005, to have such payment made in one of the Optional
Distribution Forms.


 


8.             Paragraph (c)
of Section 8 of the Plan is hereby replaced with the following:


 


“(c)                            Deferred
Benefits may not be assigned by a Participant or Beneficiary.  A Participant may use a Beneficiary
Designation Form to designate one or more Beneficiaries for all of his/her
Deferred Benefits; such designations are revocable.  Each Beneficiary will receive his/her portion
of the Participant’s Deferred Cash Account and Deferred Stock Account on
February 1 of the year following the Participant’s death.”


 


9.             Paragraph (d)
of Section 8 of the Plan is hereby amended by replacing the use of the term “Deferred
Cash Account” therein with the term “Grandfathered Deferred Cash Sub-Account”
and replacing the use of the term “Deferred Stock Account” therein with the
term “Grandfathered Deferred Stock Sub-Account.”


 


 


EXECUTED this 5th day of December 2005.


 


 


	
   

  	
   

  	
   

  	
   

  	
  MARATHON OIL CORPORATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By

  	
  /s/ Douglas C. Yearley

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Douglas C. Yearley

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Chair of Compensation Committee

  



 


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