8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 25, 2011

Marathon Oil Corporation

(Exact name of registrant as specified in its charter)

Delaware	1-5153	25-0996816
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
5555 San Felipe Road, Houston, Texas		77056-2723
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (713) 629-6600

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On May 25, 2011, after consultation with financial and other advisors, the Board of Directors of Marathon Oil Corporation (“Marathon Oil”) approved the separation of its downstream (refining, marketing and transportation) operations from its other operations through the distribution of shares of common stock of a wholly owned subsidiary, Marathon Petroleum Corporation (“MPC”), to holders of outstanding shares of common stock of Marathon Oil.

Following the spin-off, MPC will be an independent, publicly traded company, and Marathon Oil will not retain any ownership interest in MPC. Holders of Marathon Oil common stock will be entitled to receive one share of MPC common stock for every two shares of Marathon Oil common stock held as of 5:00 p.m. New York City Time on the record date, June 27, 2011. The distribution date for the spin-off will be June 30, 2011. Fractional shares of MPC common stock will not be distributed. Any fractional shares of MPC common stock otherwise issuable to Marathon Oil stockholders will be aggregated and sold on behalf of those stockholders, and those stockholders will receive cash payments with respect to those fractional shares.

In order to effect the spin-off and govern Marathon Oil’s relationship with MPC after the spin-off, on May 25, 2011, Marathon Oil entered into a Separation and Distribution Agreement, a Tax Sharing Agreement, an Employee Matters Agreement and a Transition Services Agreement with MPC. Those agreements are filed as Exhibits 2.1, 10.1, 10.2 and 10.3 to this Current Report, respectively, and are incorporated herein by reference.

Separation and Distribution Agreement

The Separation and Distribution Agreement governs the separation of Marathon Oil’s downstream business, the subsequent distribution of MPC’s shares of common stock to Marathon Oil’s stockholders and other matters related to Marathon Oil’s relationship with MPC.

The Separation and Distribution Agreement sets forth the conditions for the consummation of the spin-off, including, among others, that:

• the SEC shall have declared effective the Registration Statement on Form 10 related to the spin-off, with no stop order in effect with respect to the Form 10, and the information statement included in the Form 10 shall have been mailed to Marathon Oil’s stockholders;

• no order, injunction, decree or regulation issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the spin-off shall be in effect and no other event outside Marathon Oil’s control shall have occurred or failed to occur that prevents the consummation of the spin-off;

• the approval for listing of MPC’s common stock on the New York Stock Exchange, subject to official notice of issuance, shall have been maintained;

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• the private letter ruling that Marathon Oil has received from the Internal Revenue Service (the “IRS”) with respect to the tax treatment of the spin-off shall not have been revoked or modified by the IRS in any material respect and an opinion shall have been received by Marathon Oil from its tax counsel regarding the tax-free status of the spin-off and certain internal restructuring transactions as of the distribution date;

• all material government approvals and material consents necessary to consummate the spin-off shall have been received and continue to be in full force and effect; and

• no other events or developments shall have occurred that, in the judgment of the Board of Directors of Marathon Oil, in its sole and absolute discretion, would result in the spin-off having a material adverse effect on Marathon Oil or its stockholders.

Marathon Oil may waive one or more of these conditions in its sole and absolute discretion, and the determination by Marathon Oil regarding the satisfaction of these conditions will be conclusive. The fulfillment of these conditions will not create any obligation on Marathon Oil’s part to effect the distribution, and Marathon Oil has reserved the right to amend, modify or abandon any and all terms of the distribution and the related transactions at any time prior to the distribution date.

Among other things, the Separation and Distribution Agreement provides that, on or prior to the distribution date for the spin-off:

• Marathon Oil will complete a multi-step reorganization of its subsidiaries, with the result that MPC will own, directly or indirectly, all the outstanding equity interests in Marathon Petroleum Company LP and substantially all other subsidiaries of Marathon Oil that are or have been engaged in Marathon Oil’s refining, marketing and transportation business;

• MPC will effectuate a recapitalization pursuant to which all of the existing shares of its common stock are exchanged for or converted into a number of shares of its common stock sufficient to effect the distribution;

• all intercompany loans between Marathon Oil and MPC will be repaid;

• MPC will make a distribution of cash to Marathon Oil after which (after taking into account certain payments to be made by Marathon Oil and certain of its other subsidiaries on or before the distribution date), MPC and its subsidiaries will have, as of the effective time of the distribution on the distribution date, an amount of cash and cash equivalents that Marathon Oil deems appropriate, which amount will be equal to at least $1.425 billion in the aggregate; and

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• Marathon Oil will use commercially reasonable efforts to have MPC released from all financial instruments that are primarily for Marathon Oil’s benefit and on which MPC is primarily or secondarily liable, and MPC will use commercially reasonable efforts to have Marathon Oil released from all financial instruments that are primarily for MPC’s benefit and on which Marathon Oil is primarily or secondarily liable.

The Separation and Distribution Agreement also governs the ownership of intellectual property between Marathon Oil and MPC as of the distribution date.

The Separation and Distribution Agreement contains provisions regarding the release of intercompany claims and liabilities, except liabilities specifically provided for in the Separation and Distribution Agreement or the other agreements entered into in connection with the spin-off (some of which are described below), intercompany accounts payable and similar intercompany liabilities, and liabilities that, if released, would release third parties.

In addition, the Separation and Distribution Agreement provides for cross-indemnities between Marathon Oil and MPC. In general, Marathon Oil has agreed to indemnify MPC for any liabilities relating to Marathon Oil’s historical oil and gas exploration and production operations, oil sands mining operations and integrated gas operations, and MPC has agreed to indemnify Marathon Oil for any liabilities relating to the historical downstream operations.

The above summary of the Separation and Distribution Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation and Distribution Agreement, which is filed as Exhibit 2.1 to this Current Report.

Tax Sharing Agreement

The Tax Sharing Agreement governs the respective rights, responsibilities and obligations of Marathon Oil and MPC with respect to taxes and tax benefits, the filing of tax returns, the control of audits and other tax matters.

Under the tax sharing agreement, except as described below, Marathon Oil will be responsible for: (1) all U.S. federal, state, local and foreign income taxes attributable to Marathon Oil or any of its subsidiaries for any tax period that begins after the date of the spin-off (and for any tax period that begins on or before and ends after the date of the spin-off, for the portion of that period after the date of the spin-off), other than such taxes arising as a result of the spin-off and related internal restructuring of Marathon Oil; and (2) all taxes arising as a result of the spin-off (or certain related transactions) to the extent such taxes arise as a result of any breach on or after the date of the spin-off of any representation, warranty, covenant or other obligation of Marathon Oil or of a subsidiary of Marathon Oil made in connection with the issuance of the private letter ruling or the tax opinion relating to, among other things, the qualification of the spin-off as a transaction under Sections 368(a) and 355 of the Internal Revenue Code of 1986, as amended (the “Code”) for U.S. federal income tax purposes or in the Tax Sharing Agreement.

MPC will be responsible for all taxes attributable to it or one of its subsidiaries, whether accruing before, on or after the spin-off, including: (1) all taxes attributable to it or any

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of its subsidiaries for any tax period that ends on or before the date of the spin-off (and for any tax period that begins on or before and ends after the date of the spin-off, for the portion of that period on or before the date of the spin-off), other than such taxes arising as a result of the spin-off; (2) all taxes arising as a result of the spin-off (or certain related transactions) to the extent such taxes are attributable to actions taken by it or its affiliates or any breach by it or its affiliates of any representation, warranty, covenant or other obligation set forth in the private letter ruling, the tax opinion or Tax Sharing Agreement; and (3) certain tax liabilities associated with the 2005 transactions in which MPC acquired the minority interest in its refining joint venture from Ashland, Inc.

The Tax Sharing Agreement contains covenants intended to protect the tax-free status of the spin-off and certain internal restructuring transactions. These covenants may restrict the ability of Marathon Oil and MPC to pursue strategic or other transactions that otherwise could maximize the values of their respective businesses and may discourage or delay a change of control of either company.

The above summary of the Tax Sharing Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Tax Sharing Agreement, which is filed as Exhibit 10.1 to this Current Report.

Employee Matters Agreement

The Employee Matters Agreement contains provisions concerning benefit protection for Marathon Oil employees who become MPC employees prior to December 31, 2011, treatment of holders of Marathon Oil stock options, stock appreciation rights, restricted stock and restricted stock units, and performance units and cooperation between Marathon Oil and MPC in the sharing of employee information and maintenance of confidentiality.

Under the provisions of the Employee Matters Agreement, Marathon Oil’s outstanding equity-based compensation awards generally will be treated as follows:

• Outstanding options to purchase shares of Marathon Oil common stock that are vested, whether held by a current or former officer or employee of Marathon Oil or a current or former officer or employee of MPC, will be adjusted so that the holders of the options will hold options to purchase both Marathon Oil and MPC common stock. The Marathon Oil and MPC options received by each optionee, when combined, will generally preserve the intrinsic value of each original option grant and the ratio of the exercise price to the fair market value of Marathon Oil common stock on the distribution date.

• Outstanding options to purchase shares of Marathon Oil common stock that are not vested and that are held by current officers or employees of Marathon Oil who are not and will not become officers or employees of MPC immediately after the spin-off will be replaced with adjusted options to purchase Marathon Oil common stock. Those adjusted options will generally preserve the intrinsic value of each original option grant and the ratio of the exercise price to the fair market value of Marathon Oil

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common stock on the distribution date. There are no unvested options to purchase shares of Marathon Oil common stock held by former officers or former employees.

• Outstanding options to purchase shares of Marathon Oil common stock that are not vested and that are held by individuals who are or will become officers or employees of MPC immediately after the spin-off will be replaced with substitute options to purchase MPC common stock. Those substitute options will generally preserve the intrinsic value of each original option grant and the ratio of the exercise price to the fair market value of Marathon Oil common stock on the distribution date.

• Outstanding vested Marathon Oil stock appreciation rights will be replaced with both adjusted Marathon Oil stock appreciation rights and MPC stock appreciation rights to receive a payment in cash or common stock. Both stock appreciation rights, when combined, will generally preserve the aggregate intrinsic value of each original stock appreciation right grant. They will also generally preserve the ratio of exercise price to the fair market value of Marathon Oil common stock on the distribution date. There are no outstanding stock appreciation rights issued by Marathon Oil that have not yet vested.

• The Marathon Oil restricted stock awards and restricted stock unit awards of officers or employees of Marathon Oil who are not and will not become officers or employees of MPC immediately after the spin-off will be replaced with adjusted Marathon Oil restricted stock awards or restricted stock unit awards, as applicable, each of which will generally preserve the value of the original award determined as of the distribution date.

• The Marathon Oil restricted stock awards and restricted stock unit awards of persons who are or will become officers or employees of MPC immediately after the spin-off will be converted into substitute MPC restricted stock awards or restricted stock unit awards, as applicable, each of which will generally preserve the value of the original award determined as of the distribution date.

• The Marathon Oil director restricted stock unit awards of all nonemployee directors who are not and will not become directors of MPC immediately after the spin-off will be replaced with adjusted Marathon Oil director restricted stock unit awards, each of which will generally preserve the value of the original awards determined as of the distribution date.

• The Marathon Oil director restricted stock unit awards of all nonemployee directors who are or will become directors of MPC immediately after the spin-off will be replaced with substitute MPC director restricted stock unit awards, each of which will generally preserve the value of the original awards determined as of the distribution date.

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• Performance units having a three-year performance period have been granted to Marathon Oil officers. At the effective time of the spin-off, three performance unit grants are expected to be outstanding: the 2009 grant for the 2009-2011 performance period, the 2010 grant for the 2010-2012 performance period, and the 2011 grant for the 2011-2013 performance period. The value of the performance units will be calculated as if the relevant performance period had ended on the distribution date, and each holder of performance units shall receive a prorated payment based upon the portion of the performance period actually completed.

There may be a small number of employees who transfer between Marathon Oil and MPC following the spin-off but before January 1, 2012. If these employees hold outstanding stock options, shares of restricted stock or restricted stock units which are unvested on their transfer date, their stock options, restricted stock or restricted stock units will be adjusted effective as of the date of their transfer based on the ratio of the trading price of Marathon Oil common stock and MPC common stock, as applicable, preceding and following the transfer. In addition, a small number of employees in Marathon Oil’s international operations will have their vested stock options adjusted in the same manner as unvested options.

In the case of adjusting Marathon Oil options and stock appreciation rights or granting substitute MPC options and stock appreciation rights, the conversion formula may result in fractional shares. Any fractional shares subject to adjusted Marathon Oil options and substitute MPC options will be disregarded, and the number of shares subject to such options will be rounded down to the next lower whole number of shares. Any fractional shares underlying stock appreciation rights will be similarly disregarded.

The above summary of the Employee Matters Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employee Matters Agreement, which is filed as Exhibit 10.2 to this Current Report.

Transition Services Agreement

Under the Transition Services Agreement, Marathon Oil and MPC will provide and/or make available various administrative services and assets to each other, for the one-year period beginning on the distribution date of the spin-off. The services Marathon Oil will provide to MPC will include:

• administrative services;

• accounting services;

• audit services;

• health, environmental and safety services;

• information technology services;

• legal services;

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• natural gas administration services;

• tax services; and

• treasury services.

The services MPC will provide to Marathon Oil will include:

• accounting services;

• audit services;

• health, environmental and safety services;

• human resources services;

• information technology services;

• legal services;

• tax services; and

• treasury services.

In consideration for such services, Marathon Oil and MPC will each pay fees to the other for the services provided, and those fees will generally be in amounts intended to allow the party providing services to recover all of its direct and indirect costs incurred in providing those services. The personnel performing services under the Transition Services Agreement will be employees and/or independent contractors of the party providing the service and will not be under the direction or control of the party to whom the service is being provided.

The Transition Services Agreement also contains customary mutual indemnification provisions. Any extension or renewal of the Transition Services Agreement beyond the first year following the spin-off will be subject to the mutual agreement of Marathon Oil and MPC.

The above summary of the Transition Services Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Transition Services Agreement, which is filed as Exhibit 10.3 to this Current Report.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 25, 2011, in connection with the spin-off, each of Messrs. David A. Daberko, William L. Davis, Charles R. Lee, Seth E. Schofield, John W. Snow and Thomas J. Usher resigned as a member of the Board of Directors of Marathon Oil, to be effective as of completion of the spin-off. Also, on May 25, 2011, in connection with the spin-off, Mr. Gary R. Heminger resigned from his position as Executive Vice President, Downstream of Marathon Oil, to be effective as of completion of the spin-off.

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The description of the Employee Matters Agreement included in Item 1.01 of this Current Report is incorporated herein by reference.

Item 8.01. Other Events

Private Letter Ruling

Marathon Oil has received a private letter ruling from the IRS to the effect that, among other things, the distribution of shares of MPC common stock in the spin-off qualifies as tax-free to Marathon Oil, MPC and Marathon Oil stockholders for U.S. federal income tax purposes under Sections 355 and 368(a) and related provisions of the Code. The continued effectiveness of that private letter ruling is a condition to the completion of the spin-off.

Although a private letter ruling from the IRS generally is binding on the IRS, if the factual representations or assumptions made in the private letter ruling request are inaccurate or incomplete in any material respect, then Marathon Oil will not be able to rely on the ruling. Furthermore, the IRS does not rule on whether a distribution such as the spin-off satisfies certain legal requirements necessary to obtain tax-free treatment under Section 355 of the Code. Rather, the private letter ruling was based on representations by Marathon Oil that those requirements have been satisfied, and any inaccuracy in those representations could invalidate the ruling.

The forgoing summary of the private letter ruling does not discuss all the tax considerations that may be relevant to Marathon Oil stockholders in light of their particular circumstances, nor does it address the consequences to Marathon Oil stockholders subject to special treatment under the U.S. federal income tax laws. Marathon Oil stockholders should consult their own tax advisors as to the particular consequences of the spin-off to them, including the applicability and effect of any U.S. federal, state and local and foreign tax laws, which may result in the spin-off distribution being taxable to them.

Press Release

The press release announcing certain details of the spin-off is furnished as Exhibit 99.1 to this Current Report.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

  2.1 Separation and Distribution Agreement dated as of May 25, 2011 among Marathon Oil Corporation, Marathon Oil Company and Marathon Petroleum Corporation.

10.1 Tax Sharing Agreement dated as of May 25, 2011 among Marathon Oil Corporation, Marathon Petroleum Corporation and MPC Investment LLC.

10.2 Employee Matters Agreement dated as of May 25, 2011 between Marathon Oil Corporation and Marathon Petroleum Corporation.

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10.3 Transition Services Agreement dated as of May 25, 2011 between Marathon Oil Corporation and Marathon Petroleum Corporation.

99.1 Press release issued May 25, 2011.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 26, 2011		MARATHON OIL CORPORATION
	By:	/s/ Sylvia J. Kerrigan
		Sylvia J. Kerrigan
		Vice President, General Counsel & Secretary

EXHIBIT INDEX

Number	Exhibit
2.1	Separation and Distribution Agreement dated as of May 25, 2011 among Marathon Oil Corporation, Marathon Oil Company and Marathon Petroleum Corporation.
10.1	Tax Sharing Agreement dated as of May 25, 2011 among Marathon Oil Corporation, Marathon Petroleum Corporation and MPC Investment LLC.
10.2	Employee Matters Agreement dated as of May 25, 2011 between Marathon Oil Corporation and Marathon Petroleum Corporation.
10.3	Transition Services Agreement dated as of May 25, 2011 between Marathon Oil Corporation and Marathon Petroleum Corporation.
99.1	Press release issued May 25, 2011.

EX-2.1

Exhibit 2.1

SEPARATION AND DISTRIBUTION AGREEMENT

Dated as of May 25, 2011

Among

MARATHON OIL CORPORATION,

MARATHON OIL COMPANY

and

MARATHON PETROLEUM CORPORATION

TABLE OF CONTENTS

ARTICLE I DEFINITIONS		2
SECTION 1.1	Definitions	2
SECTION 1.2	Interpretation	12
ARTICLE II CERTAIN ACTIONS PRIOR TO THE DISTRIBUTION DATE		14
SECTION 2.1	SEC and Other Securities Filing	14
SECTION 2.2	Financial Instruments	15
ARTICLE III BUSINESS SEPARATION		15
SECTION 3.1	Ownership of MPC LP	15
SECTION 3.2	Actions Prior to the Separation	16
SECTION 3.3	The Separation	17
SECTION 3.4	Termination of Existing Intercompany Agreements	18
ARTICLE IV THE DISTRIBUTION		18
SECTION 4.1	Record Date and Distribution Date	18
SECTION 4.2	Marathon Petroleum Certificate of Incorporation and Bylaws	18
SECTION 4.3	The Agent	18
SECTION 4.4	Delivery of Marathon Petroleum Shares	19
SECTION 4.5	The Distribution	19
SECTION 4.6	Delivery of Marathon Petroleum Shares	20
SECTION 4.7	Distribution Is at Marathon Oil’s Discretion	20
SECTION 4.8	Additional Approvals	20
ARTICLE V BUSINESS SEPARATION CLOSING MATTERS		20
SECTION 5.1	Delivery of Instruments of Conveyance	20
SECTION 5.2	Provision of Corporate Records	20
ARTICLE VI NO REPRESENTATIONS AND WARRANTIES		21
SECTION 6.1	No Marathon Oil Representations or Warranties	21
SECTION 6.2	No Marathon Petroleum Representations Warranties	22
ARTICLE VII CERTAIN COVENANTS		22
SECTION 7.1	Governmental Approvals and Consents and Third-Party Consents	22
SECTION 7.2	Non-Assignable Contracts	22
SECTION 7.3	Further Assurances	23
SECTION 7.4	Receipt of Misdirected Assets	24
SECTION 7.5	Late Payments	24
SECTION 7.6	Certain Business Matters	25
SECTION 7.7	Litigation	26
SECTION 7.8	Signs; Use of Company Name	27
SECTION 7.9	Stock Options Registration Statement	30
ARTICLE VIII CONDITIONS TO THE DISTRIBUTION		30
SECTION 8.1	Conditions to the Distribution	30

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SECTION 8.2	Marathon Oil Right Not to Close or to Terminate	32
ARTICLE IX INSURANCE MATTERS		32
SECTION 9.1	Insurance Prior to the Effective Time	32
SECTION 9.2	Ownership of Policies and Programs	32
SECTION 9.3	Maintenance of Insurance for Marathon Petroleum	33
SECTION 9.4	Acquisition, Administration and Maintenance of Post-Distribution Insurance by Marathon Petroleum	33
SECTION 9.5	Rights under Shared Policies	33
SECTION 9.6	Administration of Claims	35
SECTION 9.7	Insurance Premiums	35
SECTION 9.8	Agreement for Waiver of Conflict and Shared Defense	35
SECTION 9.9	Duty to Mitigate	36
SECTION 9.10	Non-Waiver of Rights to Coverage	36
ARTICLE X EXPENSES		36
SECTION 10.1	Expenses Incurred on or Prior to the Distribution Date	36
SECTION 10.2	Expenses Incurred or Accrued After the Distribution Date	36
ARTICLE XI INDEMNIFICATION		36
SECTION 11.1	Release of Pre-Distribution Claims	36
SECTION 11.2	Indemnification by Marathon Petroleum	38
SECTION 11.3	Indemnification by Marathon Oil	39
SECTION 11.4	Applicability of and Limitation on Indemnification	40
SECTION 11.5	Adjustment of Indemnifiable Losses	41
SECTION 11.6	Procedures for Indemnification of Third-Party Claims	42
SECTION 11.7	Procedures for Indemnification of Direct Claims	44
SECTION 11.8	Contribution	44
SECTION 11.9	Remedies Cumulative	45
SECTION 11.10	Survival	45
SECTION 11.11	No Special Damages	45
SECTION 11.12	Ancillary Agreements	46
ARTICLE XII DISPUTE RESOLUTION		46
SECTION 12.1	Agreement to Arbitrate	46
SECTION 12.2	Escalation	46
SECTION 12.3	Procedures for Arbitration	47
SECTION 12.4	Selection of Arbitrator	48
SECTION 12.5	Hearings	49
SECTION 12.6	Discovery and Certain Other Matters	49
SECTION 12.7	Certain Additional Matters	50
SECTION 12.8	Continuity of Service and Performance	51
SECTION 12.9	Law Governing Arbitration Procedures	51
SECTION 12.10	Choice of Forum	51
ARTICLE XIII ACCESS TO INFORMATION AND SERVICES		51
SECTION 13.1	Agreement for Exchange of Information	51

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SECTION 13.2	Ownership of Information	52
SECTION 13.3	Compensation for Providing Information	53
SECTION 13.4	Retention of Records	53
SECTION 13.5	Limitation of Liability	53
SECTION 13.6	Production of Witnesses	54
SECTION 13.7	Sharing of Knowledge	54
SECTION 13.8	Confidentiality	54
SECTION 13.9	Privileged Matters	56
SECTION 13.10	Attorney Representation	57
SECTION 13.11	Financial Information Certifications	58
ARTICLE XIV MISCELLANEOUS		58
SECTION 14.1	Entire Agreement	58
SECTION 14.2	Choice of Law	59
SECTION 14.3	Amendment	59
SECTION 14.4	Waiver	59
SECTION 14.5	Partial Invalidity	59
SECTION 14.6	Execution in Counterparts	59
SECTION 14.7	Successors and Assigns	59
SECTION 14.8	Third-Party Beneficiaries	59
SECTION 14.9	Notices	60
SECTION 14.10	No Reliance on Other Party	60
SECTION 14.11	Performance	61
SECTION 14.12	Force Majeure	61
SECTION 14.13	Termination	61
SECTION 14.14	Limited Liability	61

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EXHIBITS
Exhibit A	Form of Employee Matters Agreement
Exhibit B	Form of Marathon Petroleum Amended and Restated Bylaws
Exhibit C	Form of Marathon Petroleum Restated Certificate of Incorporation
Exhibit D	Form of Tax Sharing Agreement
Exhibit E	Form of Transition Services Agreement
SCHEDULES
Schedule 1.1(A)	Assumed Actions
Schedule 1.1(B)	Commercial Agreements
Schedule 1.1(C)	Marathon Oil Financial Instruments
Schedule 1.1(D)	Marathon Petroleum Financial Instruments
Schedule 1.1(E)	Marathon Petroleum Liabilities
Schedule 1.1(F)	Transferred Assets
Schedule 3.2	MOC Assets Sold
Schedule 3.3(D)	Marathon Petroleum Board of Directors
Schedule 5.1	Certain Conveyancing Instruments
Schedule 7.8(A)	Marathon Oil Domain Names
Schedule 7.8(B)	Marathon Petroleum Domain Names
Schedule 9.2(B)	Marathon Petroleum Policies
Schedule 10.1	Separation Costs
Schedule 11.1 (B)	Obligations Not Released

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SEPARATION AND DISTRIBUTION AGREEMENT

THIS SEPARATION AND DISTRIBUTION AGREEMENT is made as of May 25, 2011 among Marathon Oil Corporation, a Delaware corporation (“Marathon Oil”), Marathon Oil Company, an Ohio corporation and a direct, wholly owned subsidiary of Marathon Oil (“MOC”), and Marathon Petroleum Corporation, a Delaware corporation (“Marathon Petroleum”), and, as of the date hereof, a direct, wholly owned subsidiary of MOC.

WHEREAS, Marathon Oil, through the Marathon Petroleum Subsidiaries (as defined herein), is engaged in the business of petroleum refining, marketing and transportation (the “Transferred Business”);

WHEREAS, the Board of Directors of Marathon Oil has determined that it would be advisable and in the best interests of Marathon Oil and its stockholders for Marathon Oil to separate into two publicly traded companies: (i) Marathon Oil, which will continue to conduct, directly and through its subsidiaries, the businesses of crude oil and natural gas exploration and production, integrated natural gas and oils sands mining, and (ii) Marathon Petroleum, which will continue to conduct, directly and through its subsidiaries, the Transferred Business;

WHEREAS, to effectuate the Contribution and the Distribution (each as defined herein), Marathon Oil intends: (i) to cause (x) MOC to contribute to Marathon Petroleum its interest in the Transferred Assets and its partnership interest in MPC LP (each as defined herein); (y) Marathon Petroleum to assume certain liabilities; and (z) MOC to distribute to Marathon Oil all of the outstanding shares of common stock, par value $0.01 per share, of Marathon Petroleum (“Marathon Petroleum Common Stock”) then owned by MOC (the “Internal Distribution”); and (ii) to contribute to Marathon Petroleum MOC’s interest in the Transferred Assets and its partnership interest in MPC LP and any receivables due from a Marathon Petroleum Party to a Marathon Oil Party;

WHEREAS, the Board of Directors of Marathon Oil has determined that, following the MOC Contribution (as defined herein), the Internal Distribution and the Contribution, it would be advisable and in the best interests of Marathon Oil and its stockholders for Marathon Oil to distribute on a pro rata basis to the holders of outstanding shares of common stock, par value $1.00 per share, of Marathon Oil (“Marathon Oil Common Stock”) all of the outstanding shares of Marathon Petroleum Common Stock owned by Marathon Oil as of the Distribution Date (as defined herein);

WHEREAS, for U.S. federal income tax purposes, it is intended that each of (i) the MOC Contribution and the Internal Distribution and (ii) the Contribution and the Distribution qualify as a tax-free transaction under Sections 355 and 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”); and

WHEREAS, it is appropriate and desirable to set forth the principal transactions required to effect the Contribution and Distribution and certain other agreements that will govern the relationship of Marathon Oil and Marathon Petroleum following the Distribution.

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NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1 Definitions. As used in this Agreement, the following terms shall have the meanings set forth in this Section 1.1:

“Action” means any action, claim, counterclaim, demand, suit, countersuit, arbitration, mediation, alternative dispute resolution, litigation, inquiry, subpoena, discovery request, proceeding or investigation by or before any court, arbitration panel or entity, grand jury or Governmental Authority.

“Affiliate” means, with respect to any specified Person, any other Person that directly or indirectly Controls, is Controlled by or is under common Control with the specified Person; provided, however, that, for purposes of this Agreement, no Marathon Oil Party or any director or officer thereof shall be deemed to be an Affiliate of any Marathon Petroleum Party and vice versa. After the Distribution, Marathon Oil and Marathon Petroleum shall not be deemed to be under common Control for purposes hereof due solely to the fact that Marathon Oil and Marathon Petroleum have common stockholders.

“Agent” means Computershare Trust Company, N.A., the distribution agent appointed by Marathon Oil to distribute shares of Marathon Petroleum Common Stock pursuant to the Distribution.

“Agreement” means this Separation and Distribution Agreement, as the same may be amended from time to time.

“Applicable Deadline” has the meaning set forth in Section 12.3(b).

“Arbitration Act” means the United States Arbitration Act, 9 U.S.C. §§ 1 et seq.

“Arbitration Demand Date” has the meaning set forth in Section 12.3(a).

“Arbitration Demand Notice” has the meaning set forth in Section 12.3(a).

“Assumed Actions” means those Actions in which any Marathon Oil Party or any Subsidiary of a Marathon Oil Party is a defendant or the Party against whom the claim or investigation is directed and which primarily relate to the Marathon Petroleum Business, including those Actions listed on Schedule 1.1(A).

“Business” means the Marathon Oil Business, with respect to a Marathon Oil Party, and the Marathon Petroleum Business, with respect to a Marathon Petroleum Party.

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“Claims Administration” means the processing of claims made under Marathon Oil Policies, including the reporting of claims to the applicable insurance carrier, management and defense of claims, and providing for appropriate releases upon settlement of claims.

“Claims-Made Policies” has the meaning set forth in Section 9.5(b).

“Code” has the meaning set forth in the recitals to this Agreement.

“Commercial Agreements” means the agreements identified on Schedule 1.1(B), entered into on or before the Distribution Date, regarding certain ongoing business and service relationships between the Marathon Oil Parties and the Marathon Petroleum Parties.

“Confidential Information” means any of the following:

(a) any proprietary information that is competitively sensitive material or otherwise of value to Marathon Oil, Marathon Petroleum and its or their Subsidiaries and not generally known to the public, including product planning information, marketing strategies, financial information, information regarding operations, consumer and/or customer relationships, consumer and/or customer profiles, sales estimates, business plans, and internal performance results relating to the past, present or future business activities of Marathon Oil, Marathon Petroleum and its and their Subsidiaries and the consumers, customers, clients and suppliers of any of the foregoing;

(b) any proprietary scientific or technical information, design, invention, process, procedure, formula, or improvement that is commercially valuable and secret in the sense that its confidentiality affords Marathon Oil, Marathon Petroleum and its and their Subsidiaries a competitive advantage over their competitors; and

(c) all confidential or proprietary concepts, documentation, reports, data, specifications, computer software, source code, object code, flow charts, databases, inventions, information, and trade secrets.

Confidential Information includes such information as may be contained in or embodied by documents, substances, engineering and laboratory notebooks, documentation, reports, data, specifications, computer source code and object code, flow charts, databases, drawings, pilot plants or demonstration or operating facilities, diagrams, specifications, bills of material, equipment, prototypes and models, and any other tangible manifestation (including data in computer or other digital format) of the foregoing.

“Contract” means any written, oral, implied or other agreement, assurance, undertaking, contract, commitment, lease, license, permit, franchise, concession, deed of trust, contract, note, bond, mortgage, guaranty, indenture, indemnity, representation, warranty, legally binding arrangement or other instrument or obligation.

“Contribution” has the meaning set forth in Section 3.3(a).

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“Control” means the power to direct the management of an entity, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “Controlled by” and “under common Control” have meanings correlative to the foregoing.

“Conveyancing Instruments” has the meaning set forth in Section 5.1.

“Designated Marathon Information” has the meaning set forth in Section 11.3(d).

“Distribution” has the meaning set forth in Section 4.5(a).

“Distribution Date” means the date on which the Distribution shall be effected, such date to be determined by, or under the authority of, the Board of Directors of Marathon Oil in its sole and absolute discretion.

“Distribution Ratio” has the meaning set forth in Section 4.5(a).

“Effective Time” means the time at which the Distribution is effective on the Distribution Date, which shall be deemed to be 11:59 p.m., Eastern Daylight Savings Time, on the Distribution Date.

“Employee Contract” means any written Contract between a Party and a current or former employee of any Party.

“Employee Matters Agreement” means the Employee Matters Agreement, dated as of the date hereof, between Marathon Oil and Marathon Petroleum, the form of which is attached hereto as Exhibit A.

“Escalation Notice” has the meaning set forth in Section 12.2(a).

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Expenses” means any and all expenses incurred in connection with investigating, defending or asserting any claim, action, suit or proceeding incident to any matter indemnified against hereunder (including court filing fees, court costs, arbitration, mediation or alternative dispute resolution fees or costs, witness fees, and reasonable fees and disbursements of outside legal counsel, investigators, expert witnesses, consultants, accountants and other third-party professionals).

“FIFO Basis” means, with respect to the payment of Unrelated Claims pursuant to the same Shared Policy, the payment in full of each successful claim (regardless of whether a Marathon Oil Insured Party or a Marathon Petroleum Insured Party is the claimant) in the order in which such successful claim is approved by the insurance carrier, until the limit of the applicable Shared Policy is met.

“Foreign Exchange Rate” means, with respect to any currency other than United States dollars, as of any date of determination, the rate set forth in the exchange rate section of The Wall Street Journal or, if not published in The Wall Street Journal, then the average of the opening bid and asked rates on such date at which such currency may be exchanged for United States

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dollars as quoted by JPMorgan Chase Bank, National Association (or any successor thereto or other major money center commercial bank agreed to by the Parties hereto).

“Form 10 Registration Statement” has the meaning set forth in Section 2.1(a).

“Former Business” means any corporation, partnership, entity, division, business unit or business within the definition of Rule 11-01(d) of Regulation S-X promulgated by the SEC (in each case including any assets and liabilities comprising the same) that has been sold, conveyed, assigned, transferred or otherwise disposed of or divested (in whole or in part) or the operations, activities or production of which has been discontinued, abandoned, completed or otherwise terminated (in whole or in part), in each case prior to the Distribution Date.

“Governmental Approvals and Consents” means any notices, reports or other filings to be made with or to, or any consents, registrations, approvals, permits, waivers, clearances or authorizations to be obtained from, any Governmental Authority.

“Governmental Authority” means any foreign, U.S. federal, state, local or other government, governmental, statutory or administrative authority, regulatory body or commission or any court, tribunal or judicial, arbitral or mediation body.

“Indemnified Party” has the meaning set forth in Section 11.5(a).

“Indemnifying Party” has the meaning set forth in Section 11.5(a).

“Indemnity Payment” has the meaning set forth in Section 11.5(a).

“Information” has the meaning set forth in Section 13.1(a).

“Information Statement” has the meaning set forth in Section 2.1(a).

“Insured Party” means a Marathon Oil Insured Party or a Marathon Petroleum Insured Party.

“Intercompany Agreements” means any Contract, other than this Agreement and the Operating Agreements, between one or more of the Marathon Oil Parties, on the one hand, and one or more of the Marathon Petroleum Parties, on the other hand, entered into prior to the Distribution.

“Internal Distribution” has the meaning set forth in the recitals to this Agreement.

“IRS” means the U.S. Internal Revenue Service.

“Joint Defense Agreement” means the Common Interest and Joint Defense Agreement, dated as of the date hereof, between Marathon Oil and Marathon Petroleum, in the form previously agreed between the applicable Marathon Oil Parties and Marathon Petroleum Parties.

“Liabilities” means any and all debts, liabilities, Losses and obligations, absolute or contingent, matured or unmatured, liquidated or unliquidated, accrued or unaccrued, known or

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unknown, whenever arising, including all costs and expenses relating thereto, and including those debts, liabilities, Losses and obligations arising under any law, rule, regulation, Action, threatened Action, order or consent decree of any Governmental Authority or any award of any arbitrator of any kind, and those arising under any Contract.

“Losses” means any and all losses, costs, obligations, liabilities, settlement payments, awards, judgments, taxes, fines, penalties, damages, fees, expenses, deficiencies, claims or other charges (including the costs and expenses of any and all Actions and demands, assessments, judgments, settlements and compromises relating thereto and attorneys’, accountants’, consultants’ and other professionals’ fees and expenses incurred in the investigation or defense thereof or the enforcement of rights hereunder).

“Marathon Oil” has the meaning set forth in the preamble to this Agreement.

“Marathon Oil Business” means (a) all businesses and operations of the Marathon Oil Parties, other than the Marathon Petroleum Business, and (b) the Marathon Oil Former Businesses.

“Marathon Oil Common Stock” has the meaning set forth in the recitals to this Agreement.

“Marathon Oil Financial Instruments” means all credit facilities, guaranties, foreign-currency forward-exchange contracts, futures, forwards, swaps, options, collars, surety bonds, letters of credit and similar instruments primarily related to the Marathon Oil Business under which any Marathon Petroleum Party has any primary, secondary, contingent, joint, several or other Liability, including those set forth on Schedule 1.1(C).

“Marathon Oil Former Businesses” means the Former Businesses owned by, in whole or in part, or operated by, in whole or in part, any of Marathon Oil or its current or former Subsidiaries or other Affiliates (including Marathon Petroleum and its current and former Subsidiaries or other Affiliates), other than the Marathon Petroleum Former Businesses.

“Marathon Oil Indemnified Parties” has the meaning set forth in Section 11.2.

“Marathon Oil Insured Party” means any Marathon Oil Party that is a named insured, additional named insured or insured under any Shared Policy or policy issued by OIL.

“Marathon Oil Liabilities” means all Liabilities of Marathon Oil and its Subsidiaries, as of the Distribution Date, other than the Marathon Petroleum Liabilities. For the avoidance of doubt: (A) the designation in this Agreement of any Liability as a Marathon Oil Liability shall be binding on the Marathon Oil Parties, notwithstanding that such Liability may arise out of, directly or indirectly, the negligence, strict liability or other legal fault of any one or more members of the Marathon Petroleum Parties; and (B) except as expressly set forth in this Agreement or an Operating Agreement, the designation in this Agreement of Liabilities as Marathon Petroleum Liabilities or Marathon Oil Liabilities is only for purposes of allocating responsibility for such Liabilities as between the Parties and their respective Subsidiaries and shall not affect any obligations to, or give rise to any rights of, any third parties.

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“Marathon Oil Marks” means the name Marathon Oil, or any variations thereof, and any other trademarks, service marks, trade names, logos or identifiers owned by, or licensed by a Third Party to, any Marathon Oil Party, in each case as of the Effective Time.

“Marathon Oil Parties” means Marathon Oil and its Subsidiaries (including those formed or acquired after the date hereof), other than the Marathon Petroleum Parties.

“Marathon Oil Policies” has the meaning set forth in Section 9.2(a).

“Marathon Petroleum” has the meaning set forth in the preamble to this Agreement.

“Marathon Petroleum Amended and Restated Bylaws” means the Amended and Restated Bylaws of Marathon Petroleum, the form of which is attached hereto as Exhibit B.

“Marathon Petroleum Balance Sheet” means the unaudited combined balance sheet of Marathon Petroleum as of March 31, 2011 included in the Information Statement.

“Marathon Petroleum Business” means (a) all businesses and operations of the Marathon Petroleum Parties, (b) the Transferred Business and (c) the Marathon Petroleum Former Businesses.

“Marathon Petroleum Common Stock” has the meaning set forth in the recitals to this Agreement.

“Marathon Petroleum Credit Facility” means the credit facility provided pursuant to the agreement dated as of March 11, 2011 among Marathon Petroleum, the lenders party thereto, JPMorgan Chase Bank, National Association, as Administrative Agent, J.P. Morgan Securities LLC and Morgan Stanley Senior Funding, Inc., as Joint Lead Arrangers and Joint Bookrunners, Morgan Stanley Senior Funding, Inc., as Syndication Agent, and Bank of America, N.A., Citigroup Global Markets Inc. and The Royal Bank of Scotland Plc, as Co-Documentation Agents.

“Marathon Petroleum Financial Instruments” means all credit facilities (including the Marathon Petroleum Credit Facility), indentures, notes (including the notes referred to in the Notes Offering Memorandum), guaranties, foreign-currency forward-exchange contracts, futures, forwards, swaps, options, collars, surety bonds, letters of credit and similar instruments primarily related to the Marathon Petroleum Business under which any Marathon Oil Party has any primary, secondary, contingent, joint, several or other Liability, including those set forth on Schedule 1.1(D).

“Marathon Petroleum Former Businesses” means all of the following U.S. domestic or foreign Former Businesses previously owned by, in whole or in part, or operated by, in whole or in part, Marathon Oil or any of its current or former Subsidiaries or other Affiliates (including Marathon Petroleum and its current or former Subsidiaries or other Affiliates): crude oil refineries and related facilities, other assets or operations; refined products or asphalt terminals and related facilities, other assets or operations; gasoline stations, service stations and convenience stores; onshore crude oil or refined products pipelines, other than oilfield gathering lines; ocean-going oil tankers; maleic anhydride production, marketing and transportation

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systems and related facilities, other assets or operations; Emro Propane Company and related marketing or transportation facilities, other assets or operations; Scurlock Permian LLC and related marketing or transportation facilities, other assets or operations; Valvoline^® instant oil change facilities; Pilot Travel Centers LLC; all of the Rock Island Refining Corporation, Plymouth Oil Company and Republic Oil Company assets and operations, other than any such assets or operations encompassing oil or gas exploration and production or offshore pipeline assets or operations; real estate development, assets or operations including the Hilton Head Island, SC, Novi, MI, Marco Island, FL, Carriage Creek Inc., Burr Ridge, IL and similar development projects; and any other businesses or operations that, if owned or operated as of the Distribution Date, would be properly included in Marathon Oil’s refining, marketing and transportation reporting segment, in accordance with accounting principles generally accepted in the United States as of the Distribution Date.

“Marathon Petroleum Indemnified Parties” has the meaning set forth in Section 11.3.

“Marathon Petroleum Insured Party” means any Marathon Petroleum Party that is a named insured, additional named insured or insured under any Shared Policy or policy issued by OIL.

“Marathon Petroleum Liabilities” means: (a) all Liabilities of the Marathon Petroleum Parties and their respective Affiliates; (b) all Liabilities of Marathon Oil and its current or former Subsidiaries or other Affiliates (including Marathon Petroleum and its current or former Subsidiaries or other Affiliates) to the extent based upon, arising out of or relating to the Marathon Petroleum Business (including, for the avoidance of doubt, all Liabilities arising out of, resulting from or relating to the prior acquisition, ownership, operation or disposition of any of the Marathon Petroleum Former Businesses), the Transferred Assets or the assets set forth on Schedule 3.2; (c) all Liabilities to the extent based upon or arising under the Asset Transfer and Contribution Agreement among MOC, Ashland Inc. and Marathon Ashland Petroleum Company LLC dated as of December 12, 1997, as amended, or any of the Transaction Documents referred to therein, or the related Memorandum of Understanding dated as of January 31, 2011 among Ashland Inc., MOC and MPC LP; (d) all Liabilities to the extent based upon or arising under the Master Agreement among Ashland Inc., ATB Holdings Inc., EXM LLC, Marathon Oil, MOC, Marathon Domestic LLC and Marathon Ashland Petroleum LLC dated as of March 18, 2004, as amended, or any of the Transaction Agreements referred to therein; (e) all Liabilities to the extent based upon or arising out of the Marathon Petroleum Financial Instruments; (f) all Liabilities set forth or referred to on Schedule 1.1(E); (g) all Liabilities reflected on the Marathon Petroleum Balance Sheet or in the notes thereto and all other Liabilities that are of a nature or type that would have resulted in such Liabilities being included as Liabilities on a consolidated balance sheet of Marathon Petroleum, or in the notes thereto, as of the Effective Time (were such balance sheet and notes to be prepared) on a basis consistent with the determination of the nature and type of Liabilities included on the Marathon Petroleum Balance Sheet; it being understood that to the extent the amount of any Liability included on the Marathon Petroleum Balance Sheet or the notes thereto was an estimate thereof, the actual amount of such Liability (rather than the estimated amount) shall be deemed to be a Marathon Petroleum Liability for purposes of this clause (g); (h) all Liabilities arising out of, resulting from or relating to any of the matters described under the captions “Business – Legal Proceedings” and “Business – Environmental Matters” in the Information Statement; and (i) all Liabilities delegated or allocated to, or

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assumed by, Marathon Petroleum or any of the other Marathon Petroleum Parties under this Agreement or any of the Operating Agreements; provided, however, that notwithstanding the foregoing provisions of this clause (i) or any of the other preceding clauses of this sentence, “Marathon Petroleum Liabilities” shall exclude all Liabilities delegated or allocated to, or assumed by, Marathon Oil or any of the other Marathon Oil Parties under this Agreement or any of the Operating Agreements. For the avoidance of doubt: (A) Liabilities described in clause (b) of the immediately preceding sentence shall not be excluded from the definition of Marathon Petroleum Liabilities simply because such Liabilities are based upon or arise out of operations or assets no longer owned by Marathon Petroleum or any of the other Marathon Petroleum Parties as of the Distribution Time (e.g., previously sold, disposed or lost operations or assets); (B) the designation in this Agreement of any Liability as a Marathon Petroleum Liability shall be binding on the Marathon Petroleum Parties, notwithstanding that such Liability may arise out of, directly or indirectly, the negligence, strict liability or other legal fault of any one or more of the Marathon Oil Parties; and (C) except as expressly set forth in this Agreement or an Operating Agreement, the designation in this Agreement of Liabilities as Marathon Petroleum Liabilities or Marathon Oil Liabilities is only for purposes of allocating responsibility for such Liabilities as between the Parties and their respective Subsidiaries and shall not affect any obligations to, or give rise to any rights of, any third parties.

“Marathon Petroleum Marks” means the name Marathon Petroleum, or any variations thereof, and any other trademarks, service marks, trade names, logos or identifiers owned by, or licensed by a Third Party to, any Marathon Petroleum Party, in each case as of the Effective Time.

“Marathon Petroleum Parties” means Marathon Petroleum, the Marathon Petroleum Subsidiaries and any other Subsidiary of Marathon Petroleum (including those formed or acquired after the date hereof).

“Marathon Petroleum Policies” has the meaning set forth in Section 9.2(b).

“Marathon Petroleum Restated Certificate of Incorporation” means the Restated Certificate of Incorporation of Marathon Petroleum, the form of which is attached hereto as Exhibit C.

“Marathon Petroleum Share” means a share of Marathon Petroleum Common Stock.

“Marathon Petroleum Subsidiaries” means, collectively, MPC Investment LLC, Speedway LLC, Marathon Pipe Line LLC, MPC LP and each Subsidiary of any of the foregoing.

“Mark” means a Marathon Oil Mark or a Marathon Petroleum Mark.

“MOC” has the meaning set forth in the preamble to this Agreement.

“MOC Contribution” has the meaning set forth in Section 3.2(c).

“MPC LP” means Marathon Petroleum Company LP, a Delaware limited partnership and an indirect, wholly owned subsidiary of Marathon Oil.

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“Net Intercompany Debt” means the aggregate amount of indebtedness owed by the Marathon Petroleum Parties to PFD and any of the other Marathon Oil Parties, net of the aggregate amount of indebtedness owed by the Marathon Oil Parties to the Marathon Petroleum Parties. For the avoidance of doubt, “Net Intercompany Debt” shall not include intercompany accounts payable or similar intercompany payable balances.

“Notes Offering Memorandum” means each of the preliminary offering memorandum, subject to completion, dated January 27, 2011, and the final offering memorandum, dated January 27, 2011, with respect to the offering and sale of $3 billion aggregate principal amount of senior notes of Marathon Petroleum, in each case together with the information incorporated by reference therein.

“NYSE” means the New York Stock Exchange, Inc.

“Occurrence-Based Policies” has the meaning set forth in Section 9.5(b).

“OIL” means Oil Insurance Limited, a mutual insurance company.

“OIL MOU” means the Memorandum of Understanding Regarding the Administration of Claims under OIL Insurance Policies, dated as of the date hereof, among Marathon Oil, Marathon Petroleum and OIL, in the form previously agreed between Marathon Oil and Marathon Petroleum.

“Operating Agreements” means the Transaction Agreements and the Commercial Agreements.

“Out-of-Pocket Expenses” means expenses involving a payment to a Third Party (other than an employee of the Party making the payment).

“Party” means a Marathon Oil Party or a Marathon Petroleum Party, as applicable.

“Person” means any individual, corporation, partnership, joint venture, limited liability company, entity, association, joint-stock company, trust, unincorporated organization or Governmental Authority.

“PFD” means MOC Portfolio Delaware, Inc., a Delaware corporation and a Subsidiary of Marathon Oil.

“Prime Rate” means the rate that JPMorgan Chase Bank, National Association (or any successor thereto or other major money center commercial bank agreed to by the Parties hereto) announces from time to time as its prime lending rate, as in effect from time to time.

“Privilege” has the meaning set forth in Section 13.9(a).

“Privileged Information” has the meaning set forth in Section 13.9(a).

“Protected Party” has the meaning set forth in Section 7.6(b).

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“Record Date” means the close of business on the date determined by the Board of Directors of Marathon Oil as the record date for the Distribution.

“Related Claims” means a claim or claims against a Shared Policy made by one or more Marathon Petroleum Insured Parties, on the one hand, and one or more Marathon Oil Insured Parties, on the other hand, filed in connection with Losses suffered by either a Marathon Petroleum Insured Party or a Marathon Oil Insured Party, as the case may be, arising out of the same underlying transaction or series of transactions or event or series of events that have also given rise to Losses suffered by a Marathon Oil Insured Party or a Marathon Petroleum Insured Party, as the case may be, which Losses are the subject of a claim or claims by such Person against a Shared Policy.

“Representatives” has the meaning set forth in Section 13.8(a).

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Separation Costs” has the meaning set forth in Section 10.1.

“Shared Policies” has the meaning set forth in Section 9.5(b).

“Soliciting Party” has the meaning set forth in Section 7.6(b).

“Stock Options Registration Statement” means the Registration Statement on Form S-8 or such other form or forms as may be appropriate, as amended and supplemented, including all documents incorporated by reference therein, to effect the registration under the Securities Act of Marathon Petroleum Shares subject to certain stock options granted to current and former officers, employees, directors and consultants of the Marathon Oil Parties pursuant to the Employee Matters Agreement.

“Subsidiary” means, when used with reference to any Person, any corporation or other entity or organization, whether incorporated or unincorporated, of which at least a majority of the securities or interests having by the terms thereof ordinary voting power to elect at least a majority of the board of directors or others performing similar functions with respect to such corporation or other entity or organization is directly or indirectly owned by such Person or by any one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries; provided, however, that no Person that is not directly or indirectly wholly owned by any other Person shall be a Subsidiary of such other Person unless such other Person directly or indirectly Controls, or has the right, power or ability to Control, that Person. After the Distribution, Marathon Oil and Marathon Petroleum shall not be deemed to be under common Control for purposes hereof due solely to the fact that Marathon Oil and Marathon Petroleum have common stockholders.

“Tax Sharing Agreement” means the Tax Sharing Agreement, dated the date hereof, between Marathon Oil, Marathon Petroleum and MPC Investment LLC, the form of which is attached hereto as Exhibit D.

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“Third Party” means a Person that is not a Party or a Subsidiary of a Party.

“Third-Party Claim” has the meaning set forth in Section 11.6(a).

“Third-Party Consents” means any material consent, approval, waiver or authorization to be obtained from any Person that is not a Governmental Authority.

“Toxic Tort Claim” means an Action alleging an illness or medical condition arising out of exposure to asbestos, benzene, benzene-containing products, or any other hydrocarbon other than crude oil or natural gas.

“Transaction Agreement” means each of the Employee Matters Agreement, the Joint Defense Agreement, the Tax Sharing Agreement, the Transition Services Agreement, the OIL MOU and the Conveyancing Instruments.

“Transferred Assets” means, collectively, the assets set forth on Schedule 1.1(F).

“Transferred Business” has the meaning set forth in the recitals to this Agreement.

“Transition Services Agreement” means the Transition Services Agreement, dated as of the date hereof, between Marathon Oil and Marathon Petroleum, the form of which is attached hereto as Exhibit E.

“Unaided Knowledge” has the meaning set forth in Section 13.8(e).

“Unrelated Claims” means a claim or claims against a Shared Policy that is not a Related Claim.

SECTION 1.2 Interpretation. In this Agreement, unless the context clearly indicates otherwise:

(a) words used in the singular include the plural and words used in the plural include the singular;

(b) references to any Person include such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and a reference to such Person’s “Affiliates” or “Subsidiaries” shall be deemed to mean such Person’s Affiliates or Subsidiaries, as applicable, following the Distribution;

(c) any reference to any gender includes the other gender and the neuter;

(d) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”;

(e) the words “shall” and “will” are used interchangeably and have the same meaning;

(f) the word “or” shall have the inclusive meaning represented by the phrase “and/or”;

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(g) any reference to any Article, Section, Exhibit or Schedule means such Article or Section of, or such Exhibit or Schedule to, this Agreement, as the case may be, and references in any Section or definition to any clause means such clause of such Section or definition;

(h) the words “herein,” “hereunder,” “hereof,” “hereto” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Section or other provision of this Agreement;

(i) any reference to any agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and by this Agreement;

(j) any reference to any law (including statutes and ordinances) means such law (including all rules and regulations promulgated thereunder) as amended, modified, codified or reenacted, in whole or in part, and in effect at the time of determining compliance or applicability;

(k) relative to the determination of any period of time, “from” means “from and including,” “to” means “to but excluding” and “through” means “through and including”;

(l) accounting terms used herein shall have the meanings historically ascribed to them by Marathon Oil and its Subsidiaries, including Marathon Petroleum and its Subsidiaries, in its and their internal accounting and financial policies and procedures in effect as of the date of this Agreement;

(m) if there is any conflict between the provisions of the body of this Agreement and the Schedules hereto, the provisions of the body of this Agreement shall control unless explicitly stated otherwise in such Schedule;

(n) if there is any conflict between the provisions of this Agreement and a Transaction Agreement, the provisions of such Transaction Agreement shall control (but only with respect to that Transaction Agreement) unless explicitly stated otherwise therein;

(o) the titles to Articles and headings of Sections contained in this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of or to affect the meaning or interpretation of this Agreement;

(p) any portion of this Agreement obligating a Party to take any action or refrain from taking any action, as the case may be, shall mean that such Party shall also be obligated to cause its relevant Subsidiaries to take such action or refrain from taking such action, as the case may be;

(q) unless otherwise specified in this Agreement, all references to dollar amounts herein shall be in respect of lawful currency of the United States; and

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(r) the language of this Agreement shall be deemed to be the language the Parties hereto have chosen to express their mutual intent, and no rule of strict construction shall be applied against any Party.

ARTICLE II

CERTAIN ACTIONS PRIOR TO THE

DISTRIBUTION DATE

SECTION 2.1 SEC and Other Securities Filing. In order to effect the transactions contemplated by Article III and Article IV, the Marathon Oil Parties and the Marathon Petroleum Parties shall take the following actions prior to the Distribution Date to the extent not taken prior to the date hereof:

(a) Marathon Petroleum shall file with the SEC (i) all amendments or supplements to the registration statement on Form 10 (such registration statement, including all amendments or supplements thereto filed with the SEC prior to the Distribution Date, the “Form 10 Registration Statement”) as may be necessary or appropriate to effect the registration of the Marathon Petroleum Common Stock under the Exchange Act and (ii) the Stock Options Registration Statement. The Form 10 Registration Statement includes an information statement to be sent by Marathon Oil to its stockholders in connection with the Distribution (such information statement, as it may be amended or supplemented, the “Information Statement”). Marathon Petroleum and Marathon Oil shall use their respective commercially reasonable efforts to cause the Form 10 Registration Statement and the Stock Options Registration Statement to become effective as soon as reasonably practicable. Promptly after the Form 10 Registration Statement becomes effective and on or promptly after the Record Date, and in any event prior to the Distribution Date, Marathon Oil shall mail the Information Statement to the holders of record of Marathon Oil Common Stock as of the Record Date.

(b) In connection with the Distribution:

(i) the Parties shall use their respective commercially reasonable efforts to take all such action as may be necessary or appropriate under state and foreign securities and “blue sky” laws in connection with the transactions contemplated by this Agreement;

(ii) the Parties shall prepare, and Marathon Petroleum shall file and seek to have approved, an application for the listing of the Marathon Petroleum Common Stock on the NYSE, subject to official notice of issuance;

(iii) Marathon Oil shall give the NYSE notice of the Record Date in compliance with Rule 10b-17 under the Exchange Act; and

(iv) the Parties shall cooperate in preparing, filing with the SEC and causing to become effective any other registration statements or amendments or supplements thereto that are necessary or appropriate in order to effect the transactions contemplated hereby, or to reflect the establishment of, or amendments to, any employee benefit plans contemplated hereby.

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SECTION 2.2 Financial Instruments.

(a) Marathon Petroleum will use its commercially reasonable efforts to take or cause to be taken all actions, and enter into (or cause the other Marathon Petroleum Parties to enter into) such agreements and arrangements, as shall be necessary to cause, as of the Effective Time, (i) the removal of the Marathon Oil Parties from all Marathon Petroleum Financial Instruments and (ii) the Marathon Oil Parties to be fully and unconditionally released from all Liabilities in respect of the Marathon Petroleum Financial Instruments. It is understood and agreed that all Liabilities in respect of the Marathon Petroleum Financial Instruments are Marathon Petroleum Liabilities and Marathon Petroleum shall indemnify the Marathon Oil Parties from any Liabilities suffered thereby to the extent arising out of, resulting from or relating to the Marathon Petroleum Financial Instruments. Without limiting the foregoing, after the Effective Time, (A) Marathon Petroleum will not, and will not permit any Marathon Petroleum Party to, renew, extend, modify, amend or supplement any Marathon Petroleum Financial Instrument in any manner that would increase, extend or give rise to any Liability of a Marathon Oil Party under such Marathon Petroleum Financial Instrument and (B) with respect to any Marathon Petroleum Financial Instrument for which any Marathon Oil Party was not removed and fully and unconditionally released from all Liabilities in respect of such Marathon Petroleum Financial Instrument prior to the Effective Time, Marathon Petroleum shall continue to use its commercially reasonable efforts to cause such removal and release.

(b) Marathon Oil will use its commercially reasonable efforts to take or cause to be taken all actions, and enter into (or cause the other Marathon Oil Parties to enter into) such agreements and arrangements, as shall be necessary to cause, as of the Effective Time, (i) the removal of the Marathon Petroleum Parties from all Marathon Oil Financial Instruments and (ii) the Marathon Petroleum Parties to be fully and unconditionally released from all Liabilities in respect of the Marathon Oil Financial Instruments. It is understood and agreed that all Liabilities in respect of the Marathon Oil Financial Instruments are Marathon Oil Liabilities and Marathon Oil shall indemnify the Marathon Petroleum Parties from any Liabilities suffered thereby to the extent arising out of, resulting from or relating to the Marathon Oil Financial Instruments. Without limiting the foregoing, after the Effective Time, (A) Marathon Oil will not, and will not permit any Marathon Oil Party to, renew, extend, modify, amend or supplement any Marathon Oil Financial Instrument in any manner that would increase, extend or give rise to any Liability of a Marathon Petroleum Party under such Marathon Oil Financial Instrument and (B) with respect to any Marathon Oil Financial Instrument for which any Marathon Petroleum Party was not removed and fully and unconditionally released from all Liabilities in respect of such Marathon Oil Financial Instrument prior to the Effective Time, Marathon Oil shall continue to use its commercially reasonable efforts to cause such removal and release.

ARTICLE III

BUSINESS SEPARATION

SECTION 3.1 Ownership of MPC LP. As of the date of this Agreement, MPC Investment LLC owns a 55% interest in the profits of MPC LP. Immediately prior to the MOC Contribution and the Contribution, the remaining interests in the profits of MPC LP will be owned 31.7% by MOC and 13.3% by Marathon Oil.

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SECTION 3.2 Actions Prior to the Separation. Upon the terms and subject to the conditions of this Agreement, on the Distribution Date but prior to the Distribution, Marathon Oil and Marathon Petroleum shall take or cause to be taken the following actions in the following order to the extent not taken prior to the date hereof:

(a) Marathon Petroleum Dividend. Marathon Petroleum shall declare and pay a cash dividend to MOC, in any amount to be specified by Marathon Oil.

(b) MOC Asset Sale. MOC shall sell to MPC LP each of the assets set forth on Schedule 3.2, subject to the liabilities described or referred to in the applicable Conveyancing Instruments. The parties agree that the purchase price for such assets shall be the fair market value of the assets as set forth on Schedule 3.2, reduced by the amount of liabilities that the parties reasonably expect, as of the date of transfer, to be assumed in connection with the transfer.

(c) MOC Contribution. MOC shall contribute to Marathon Petroleum all of its right, title and interest in and to the Transferred Assets and its MPC LP partnership interest (including the right to guaranteed payments from MPC LP) (the “MOC Contribution”).

(d) Internal Distribution. MOC shall distribute to Marathon Oil all of MOC’s right, title and interest in and to the outstanding Marathon Petroleum Shares.

(e) Marathon Petroleum Credit Facility. Marathon Petroleum shall satisfy all conditions to initial funding under the Marathon Petroleum Credit Facility with the other parties thereto.

(f) Internal Payments. Immediately prior to the Effective Time: (i) Marathon Oil shall cause PFD to redeem the preferred shares of PFD owned by Marathon Petroleum by paying to Marathon Petroleum cash equal to the full value of such shares as of the Distribution Date; (ii) Marathon Petroleum shall pay (on behalf of the applicable Marathon Petroleum Parties) to Marathon Oil (on behalf of the applicable Marathon Oil Parties) cash equal to the aggregate amount of Net Intercompany Debt then owed by the Marathon Petroleum Parties to the Marathon Oil Parties; and (iii) Marathon Oil shall pay to Marathon Petroleum an amount of cash so that, as of the Effective Time (but after taking into account the payments described above in this Section 3.2), the Marathon Petroleum Parties shall have, in the aggregate, an amount of cash and cash equivalents (determined, for purposes of this Section 3.2, in accordance with Section 1.2(l)) that Marathon Oil deems appropriate, which amount shall be equal to at least $1.425 billion. The Parties intend that, in connection with the payments described in the first sentence of this Section 3.2(f), all such indebtedness owed by a Marathon Oil Party to a Marathon Petroleum Party, and all such indebtedness owed by a Marathon Petroleum Party to a Marathon Oil Party, in each case immediately prior to the Effective Time, shall be satisfied in full by cash payment to the relevant obligee. Accordingly, immediately prior to the Effective Time, each Marathon Oil Party which is an obligor on any such indebtedness shall pay to Marathon Oil (which shall act as a paying agent for all such obligors), and each Marathon Petroleum Party which is an obligor on any such

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indebtedness shall pay to Marathon Petroleum (which shall act as a paying agent for all such obligors), the amount of any such indebtedness owed to a Marathon Petroleum Party or Marathon Oil Party, respectively. Upon Marathon Oil’s receipt of the payments to Marathon Oil contemplated by this Section 3.2(f), Marathon Oil shall pay in full the respective amounts of such indebtedness owed to each Marathon Oil Party, and, upon Marathon Petroleum’s receipt of the payments to Marathon Petroleum contemplated by this Section 3.2(f), Marathon Petroleum shall pay in full the respective amounts of such indebtedness owed to each Marathon Petroleum Party.

(g) Potential True-up Payment. Within 45 days following the Distribution Date, if the Parties determine that the amount of cash and cash equivalents held by the Marathon Petroleum Parties, collectively, as of the Effective Time (and after taking into account the payments described above in this Section 3.2) was less than $1.425 billion, then Marathon Oil shall pay to Marathon Petroleum a payment equal to the amount such shortfall, provided that none of the Marathon Petroleum Parties shall have taken any action (or failed to take any action) outside the ordinary course of business with a view to or for the purpose or with the effect of reducing the amount of cash and cash equivalents held by the Marathon Petroleum Parties, collectively, as of the Effective Time. Any payment to be made by Marathon Oil pursuant to this Section 3.2(g) shall be subject to compliance by the Marathon Petroleum Parties with the covenants set forth in Section 7.6(c). Any payment made pursuant to this Section 3.2(g) shall be made, to the extent practicable, by first making reconciling payments (to reflect actual amounts as compared to estimates) with respect to any payments made pursuant to Section 3.2(f) based on estimates as of the Effective Time.

SECTION 3.3 The Separation. Upon the terms and subject to the conditions of this Agreement, on or before the Distribution Date and following the consummation of the transactions to be taken pursuant to Section 3.2, Marathon Oil and Marathon Petroleum shall take the following actions in the following order:

(a) Marathon Petroleum Contribution. Marathon Oil shall contribute to Marathon Petroleum all of Marathon Oil’s right, title and interest in and to its MPC LP partnership interest (including the right to guaranteed payments from MPC LP), all of Marathon Oil’s right, title and interest in and to the Transferred Assets and any receivables due from a Marathon Petroleum Party to a Marathon Oil Party (the “Contribution”).

(b) Recapitalization. In consideration of Marathon Oil completing the Contribution and causing the MOC Contribution to be completed, Marathon Petroleum shall be recapitalized, with Marathon Oil surrendering all of the then issued and outstanding Marathon Petroleum Shares in exchange for a number of uncertificated Marathon Petroleum Shares which shall equal the number of Marathon Petroleum Shares to be distributed by Marathon Oil in the Distribution, which shares shall be fully paid, nonassessable and free of preemptive rights.

(c) Transaction Agreements and Commercial Agreements. To the extent not already executed, the applicable Marathon Oil Parties and the applicable Marathon

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Petroleum Parties shall execute and deliver to the other the Transaction Agreements and Commercial Agreements to which they are intended to be a Party.

(d) Marathon Petroleum Board. The Board of Directors of Marathon Petroleum shall be reconstituted so that it consists of the persons set forth on Schedule 3.3(D).

Notwithstanding the foregoing, Marathon Oil may elect in its sole and absolute discretion at any time prior to the Distribution to omit or modify any of the transactions set forth in Section 3.2 and Section 3.3 or to include additional transactions.

SECTION 3.4 Termination of Existing Intercompany Agreements. Except as otherwise expressly provided in (i) this Agreement or (ii) the Operating Agreements, and except for all payables and receivables accrued and unpaid in the ordinary course of business of the Marathon Oil Parties and the Marathon Petroleum Parties pursuant to the Commercial Agreements prior to the Effective Time, all Intercompany Agreements and all other intercompany arrangements and course of dealings, whether or not in writing and whether or not binding, in effect after the Contribution and immediately prior to the Distribution shall be terminated, cancelled and of no further force and effect from and after the Distribution; provided that, for the avoidance of doubt, this Section 3.4 shall not terminate or affect this Agreement or any Operating Agreement. If, as a result of mistake or oversight, any Intercompany Agreement, intercompany arrangement and/or course of dealings is terminated and cancelled pursuant to this Section 3.4, then, at the request of Marathon Oil or Marathon Petroleum, the Parties shall negotiate in good faith after the Distribution to determine whether, notwithstanding such termination and cancellation, such Intercompany Agreement, intercompany arrangement and/or course of dealings should continue following the Effective Time and the terms and conditions upon which the Parties may continue with respect thereto.

ARTICLE IV

THE DISTRIBUTION

SECTION 4.1 Record Date and Distribution Date. Upon the terms and subject to the conditions of this Agreement, the Board of Directors of Marathon Oil shall, in its sole and absolute discretion, establish the Record Date and the Distribution Date and any necessary or appropriate procedures in connection with the Distribution. The Board of Directors of Marathon Oil shall have the right to adjust the Distribution Ratio at any time prior to the Distribution.

SECTION 4.2 Marathon Petroleum Certificate of Incorporation and Bylaws. Prior to the Contribution, the Marathon Petroleum Board of Directors and Marathon Oil, as sole stockholder of Marathon Petroleum, shall have adopted and approved the Marathon Petroleum Restated Certificate of Incorporation and the Marathon Petroleum Amended and Restated Bylaws, and Marathon Petroleum shall have filed the Marathon Petroleum Restated Certificate of Incorporation with the Secretary of State of the State of Delaware.

SECTION 4.3 The Agent. Prior to the Distribution Date, Marathon Oil shall enter into a distribution agent agreement with the Agent.

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SECTION 4.4 Delivery of Marathon Petroleum Shares. Marathon Oil shall take such steps as are necessary or appropriate to permit the Marathon Petroleum Shares to be distributed in the manner described in this Article IV. In its capacity as Marathon Oil’s distribution agent and Marathon Petroleum’s transfer agent, the Agent will distribute the Marathon Petroleum Shares in the manner described in this Article IV.

SECTION 4.5 The Distribution.

(a) Subject to the satisfaction or waiver of the conditions set forth in Section 8.1 and at the sole and absolute discretion of Marathon Oil, on the Distribution Date Marathon Oil shall effect the Distribution and shall cause the Agent to distribute to each holder of record of shares of Marathon Oil Common Stock as of the Record Date (other than with respect to shares of Marathon Oil Common Stock held in treasury by Marathon Oil) by means of a pro rata dividend of one Marathon Petroleum Share for every two shares of Marathon Oil Common Stock (the “Distribution Ratio”) held of record by such holder as of the Record Date (the “Distribution”); provided, however, that any fractional Marathon Petroleum Shares shall be treated as provided in Section 4.5(c).

(b) Upon the terms and subject to the conditions of this Agreement, each holder of record of Marathon Oil Common Stock as of the Record Date, other than in respect of shares of Marathon Oil Common Stock held in treasury by Marathon Oil, will be entitled to receive in the Distribution one share of Marathon Petroleum Common Stock for every two shares of Marathon Oil Common Stock held of record by such record holder as of the Record Date.

(c) Marathon Oil will direct the Agent to determine, as soon as is practicable after the Distribution Date, the number of fractional shares, if any, of Marathon Petroleum Common Stock allocable to each record holder entitled to receive Marathon Petroleum Common Stock in the Distribution and to promptly aggregate all the fractional shares and sell the whole shares obtained thereby on behalf of such record holders, in open market transactions or otherwise, at the then-prevailing trading prices, and to cause to be distributed to each such record holder, in respect of such record holder’s fractional share, each record holder’s ratable share of the proceeds from such sale, after making appropriate deductions of the amounts required to be withheld for U.S. federal income tax purposes and after deducting an amount equal to all brokerage charges, commissions and transfer taxes attributed to such sale.

(d) Any Marathon Petroleum Common Stock or cash in lieu of fractional shares with respect to Marathon Petroleum Common Stock that remains unclaimed by any record holder 180 days after the Distribution Date will be delivered to Marathon Petroleum. Marathon Petroleum will hold the Marathon Petroleum Common Stock or cash for the account of such record holder, and any record holder will look only to Marathon Petroleum for the Marathon Petroleum Common Stock or cash, if any, in lieu of fractional shares, subject in each case to applicable escheat or other abandoned property laws. Marathon Oil expressly waives any claim to any Marathon Petroleum Common Stock or cash in lieu of fractional shares to be transferred to Marathon Petroleum pursuant to this Section 4.5(d) and, if received, will transfer such Marathon Petroleum Common Stock and cash in lieu of fractional shares to Marathon Petroleum for the account of the record holders.

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SECTION 4.6 Delivery of Marathon Petroleum Shares. Each Marathon Petroleum Share distributed in the Distribution shall be validly issued, fully paid and nonassessable and free of preemptive rights. Such Marathon Petroleum Shares shall be distributed as uncertificated shares registered in book-entry form through the direct registration system. No certificates therefor shall be distributed. Marathon Oil shall cause the Agent to deliver an account statement to each holder of Marathon Petroleum Common Stock reflecting such holder’s ownership interest in Marathon Petroleum Shares.

SECTION 4.7 Distribution Is at Marathon Oil’s Discretion. The consummation of the transactions provided for in this Article IV shall only be effected after the Distribution has been declared by the Board of Directors of Marathon Oil and after all of the conditions set forth in Section 8.1 shall have been satisfied or waived by Marathon Oil. Notwithstanding the foregoing, at any time prior to the Distribution, Marathon Oil, in its sole and absolute discretion, may determine not to consummate the Distribution or may change the terms of the Distribution.

SECTION 4.8 Additional Approvals. Prior to the Distribution, Marathon Oil shall cooperate with Marathon Petroleum in effecting, and if so requested by Marathon Petroleum, Marathon Oil shall, or prior to the Internal Distribution shall cause MOC to, in either case as the sole stockholder of Marathon Petroleum prior to the Distribution, ratify any actions which are reasonably necessary or desirable to be taken by Marathon Petroleum to effectuate the transactions referenced in or contemplated by this Agreement in a manner consistent with the terms hereof, including the preparation and implementation of appropriate plans, agreements and arrangements for employees of the Marathon Petroleum Business and non-employee members of Marathon Petroleum’s Board of Directors.

ARTICLE V

BUSINESS SEPARATION CLOSING MATTERS

SECTION 5.1 Delivery of Instruments of Conveyance. In order to effectuate the transactions contemplated by Article II through Article IV, the Parties shall execute and deliver, or cause to be executed and delivered, prior to or as of the Distribution, such deeds, bills of sale, instruments of assumption, instruments of assignment, stock powers, certificates of title and other instruments of assignment, transfer, assumption, license and conveyance (collectively, the “Conveyancing Instruments”) as Marathon Oil and Marathon Petroleum shall reasonably deem necessary or appropriate to effect such transactions, including those set forth on Schedule 5.1.

SECTION 5.2 Provision of Corporate Records.

(a) Without limitation of the Parties’ rights and obligations pursuant to Article XIII, prior to or as promptly as reasonably practicable after the Distribution, Marathon Oil shall deliver to Marathon Petroleum all corporate books and records of the Marathon Petroleum Parties and, upon request, copies of all corporate books and records of the Marathon Oil Parties to the extent relating to the Marathon Petroleum Business in its possession or control, including in each case copies of all applicable active agreements, litigation files, insurance policies and government filings.

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(b) Without limitation of the Parties’ rights and obligations pursuant to Article XIII, prior to or as promptly as reasonably practicable after the Distribution, Marathon Petroleum shall deliver to Marathon Oil all corporate books and records of the Marathon Oil Parties and, upon request, copies of all corporate books and records of the Marathon Petroleum Parties to the extent relating to the Marathon Oil Business in its possession or control, including in each case copies of all applicable active agreements, litigation files, insurance policies and government filings.

ARTICLE VI

NO REPRESENTATIONS AND WARRANTIES

SECTION 6.1 No Marathon Oil Representations or Warranties. Except as expressly set forth herein or in any Operating Agreement, none of the Marathon Oil Parties makes any representation or warranty of any kind whatsoever, express or implied, to any of the Marathon Petroleum Parties in any way with respect to any of the transactions contemplated hereby or any other matter, including as to (a) the value, condition, prospects or freedom from encumbrance of, or any other matter concerning, any of the Marathon Petroleum Subsidiaries (including their respective assets), the Transferred Assets or the Marathon Petroleum Business, (b) the legal sufficiency to convey title to any of the partnership interests in MPC LP or Transferred Assets on the execution, delivery and/or filing of the Conveyancing Instruments or (c) the amount or nature of, or any other matter concerning, the Liabilities of the Marathon Petroleum Parties. NOTWITHSTANDING ANYTHING CONTAINED TO THE CONTRARY IN ANY OTHER PROVISION OF THIS AGREEMENT AND TO THE FULLEST EXTENT NOT PROHIBITED BY APPLICABLE LAW, IT IS THE EXPLICIT INTENT OF EACH PARTY THAT MARATHON PETROLEUM TAKES THE MARATHON PETROLEUM BUSINESS AND ALL SUCH MARATHON PETROLEUM SUBSIDIARIES (AND THEIR RESPECTIVE ASSETS) AND TRANSFERRED ASSETS “AS IS,” “WHERE IS” AND “WITH ALL FAULTS” AND THAT, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MARATHON OIL HEREBY (I) EXPRESSLY DISCLAIMS AND NEGATES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE, RELATING TO (A) THE CONDITION OR SUFFICIENCY THEREOF (INCLUDING ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, MARKETABILITY, TITLE, VALUE, FREEDOM FROM ENCUMBRANCE OR OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, OR THE PRESENCE OR ABSENCE OF ANY HAZARDOUS MATERIALS IN OR ON, OR DISPOSED OR DISCHARGED FROM, SUCH ASSETS) OR (B) ANY INFRINGEMENT BY MARATHON OIL OR ANY OF ITS SUBSIDIARIES OR OTHER AFFILIATES OF ANY PATENT OR PROPRIETARY RIGHT OF ANY THIRD PARTY; AND (II) NEGATES ANY RIGHTS OF MARATHON PETROLEUM UNDER STATUTES TO CLAIM DIMINUTION OF CONSIDERATION AND ANY CLAIMS BY MARATHON PETROLEUM FOR DAMAGES BECAUSE OF REDHIBITORY VICES OR DEFECTS, WHETHER KNOWN OR UNKNOWN, IT BEING THE INTENTION OF THE PARTIES HERETO THAT THE MARATHON PETROLEUM BUSINESS AND ALL SUCH MARATHON PETROLEUM SUBSIDIARIES (AND THEIR RESPECTIVE ASSETS) AND TRANSFERRED ASSETS ARE TO BE ACCEPTED BY MARATHON PETROLEUM IN THEIR PRESENT CONDITION. The Marathon Petroleum Parties shall bear the economic and legal risks that any conveyances of such assets shall prove to

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be insufficient or that the Marathon Petroleum Parties’ title to any such assets shall be other than good and marketable and free of encumbrances. Except as expressly set forth in this Agreement or in any Operating Agreement, none of the Marathon Oil Parties represents or warrants that the obtaining of the consents or approvals, the execution and delivery of any amendatory agreements and the making of the filings and applications contemplated by this Agreement shall satisfy the provisions of all applicable agreements or the requirements of all applicable laws or judgments and, subject to Section 6.2, the Marathon Petroleum Parties shall bear the economic and legal risk that any necessary consents or approvals are not obtained or that any requirements of law or judgments are not complied with respect to the Contribution or the MOC Contribution. Notwithstanding the foregoing, Marathon Oil shall, or shall cause the other applicable Marathon Oil Parties to, use commercially reasonable efforts to cure any material defects in the applicable Marathon Petroleum Parties’ title to any Transferred Assets; provided that the Marathon Petroleum Parties shall pay any Out-of-Pocket Expenses or any other Liability to any Third Party incurred by the Marathon Oil Parties in connection with such commercially reasonable efforts.

SECTION 6.2 No Marathon Petroleum Representations Warranties. Except as expressly set forth herein or in any Operating Agreement, none of the Marathon Petroleum Parties makes any representation or warranty of any kind whatsoever, express or implied, to any of the Marathon Oil Parties in any way with respect to any of the transactions contemplated hereby or any other matter, including the amount or nature of, or any other matter concerning, the Liabilities of the Marathon Oil Parties.

ARTICLE VII

CERTAIN COVENANTS

SECTION 7.1 Governmental Approvals and Consents and Third-Party Consents. Prior to the Distribution, the Parties hereto will use their respective commercially reasonable efforts to obtain all Governmental Approvals and Consents and all Third-Party Consents that are required or appropriate in connection with the transactions contemplated by this Agreement.

SECTION 7.2 Non-Assignable Contracts.

(a) If and to the extent that any Marathon Oil Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Marathon Petroleum Party of any Contract or other rights relating to the Marathon Petroleum Business that would otherwise be transferred or assigned to such Marathon Petroleum Party as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such Marathon Oil Party shall continue to be bound thereby and the purported transfer or assignment to such Marathon Petroleum Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained and (ii) unless not permitted by the terms thereof or by law, the Marathon Petroleum Parties shall pay, perform and discharge fully all of the obligations of the Marathon Oil Parties thereunder from and after the Distribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the Marathon Oil Parties for all Losses arising out of such performance by such Marathon Petroleum Party. The Marathon Oil Parties shall, without further consideration therefor, pay and remit to the applicable Marathon Petroleum Party promptly all monies, rights and other considerations received in respect of such performance. The Marathon Oil Parties

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shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 7.2(a) only as reasonably directed by Marathon Petroleum and at Marathon Petroleum’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the Marathon Oil Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Marathon Petroleum Party without payment of further consideration, and such Marathon Petroleum Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds therefrom) pursuant to this Section 7.2(a) is prohibited by law or the terms thereof, this Section 7.2(a) shall operate to create a subcontract with the applicable Marathon Petroleum Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the Marathon Oil Parties with respect to the performance by such Marathon Petroleum Party.

(b) If and to the extent that any Marathon Petroleum Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Marathon Oil Party of any Contract or other rights relating to the Marathon Oil Business that would otherwise be transferred or assigned to such Marathon Oil Party as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such Marathon Petroleum Party shall continue to be bound thereby and the purported transfer or assignment to such Marathon Oil Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained and (ii) unless not permitted by the terms thereof or by law, the Marathon Oil Parties shall pay, perform and discharge fully all of the obligations of the Marathon Petroleum Parties thereunder from and after the Distribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the Marathon Petroleum Parties for all Losses arising out of such performance by such Marathon Oil Party. The Marathon Petroleum Parties shall, without further consideration therefor, pay and remit to the applicable Marathon Oil Party promptly all monies, rights and other considerations received in respect of such performance. The Marathon Petroleum Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 7.2(b) only as reasonably directed by Marathon Oil and at Marathon Oil’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the Marathon Petroleum Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Marathon Oil Party without payment of further consideration, and such Marathon Oil Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds therefrom) pursuant to this Section 7.2(b) is prohibited by law or the terms thereof, this Section 7.2(b) shall operate to create a subcontract with the applicable Marathon Oil Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the Marathon Petroleum Parties with respect to the performance by such Marathon Oil Party.

SECTION 7.3 Further Assurances.

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(a) Each Party shall use its commercially reasonable efforts, after the Distribution Date, to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary or advisable under applicable laws to consummate or make effective the transactions contemplated by this Agreement; provided, however, that no Marathon Oil Party or Marathon Petroleum Party shall be obligated under this Section 7.3(a) to pay any consideration or Out-of-Pocket Expenses (other than de minimis filing or transaction fees), grant any concession or incur any Liability to any Third Party.

(b) If, as a result of mistake or oversight, any asset or Contract reasonably necessary to the conduct of the Marathon Petroleum Business is not transferred to the applicable Marathon Petroleum Party, or any asset or Contract reasonably necessary to the conduct of the Marathon Oil Business is not transferred to the applicable Marathon Oil Party or is transferred to any Marathon Petroleum Party, the Parties intend that such asset or Contract shall be transferred to the Party which requires such asset or Contract for the conduct of its business without the payment of any additional consideration, and Marathon Oil and Marathon Petroleum shall negotiate in good faith after the Distribution to determine whether, notwithstanding such intent, such asset or Contract should not be transferred to a Marathon Petroleum Party or to a Marathon Oil Party, as the case may be, and/or the terms and conditions upon which such asset or Contract shall be made available to a Marathon Petroleum Party or to a Marathon Oil Party, as the case may be. Unless expressly provided to the contrary in this Agreement or any Operating Agreement, if, as a result of mistake or oversight, any Marathon Petroleum Liability is retained or assumed by any Marathon Oil Party, or any Marathon Oil Liability is retained or assumed by any Marathon Petroleum Party, the Parties intend that such Liability shall be transferred to the Party with respect to which such Liability relates without the payment of any additional consideration, and Marathon Oil and Marathon Petroleum shall negotiate in good faith after the Distribution to determine whether, notwithstanding such intent, such Liability should not be transferred to a Marathon Petroleum Party or a Marathon Oil Party, as the case may be, and/or the terms and conditions upon which any such Liability shall be transferred. Notwithstanding anything to the contrary in this Section 7.3(b), no Marathon Oil Party or Marathon Petroleum Party shall be obligated under this Section 7.3(b) to pay any consideration (other than de minimis filing or transaction fees), grant any concession or incur any Liability to any Third Party other than the Liability to be transferred.

SECTION 7.4 Receipt of Misdirected Assets. In the event that at any time and from time to time after the Effective Time, any Marathon Oil Party shall receive from a Third Party an asset of the Marathon Petroleum Business (including any remittances from account debtors in respect of the Marathon Petroleum Business), such Party shall promptly transfer such asset to the appropriate Marathon Petroleum Party. In the event that at any time and from time to time after the Effective Time, any Marathon Petroleum Party shall receive from a Third Party an asset of the Marathon Oil Business (including any remittances from account debtors in respect of the Marathon Oil Business), such Party shall promptly transfer such asset to the appropriate Marathon Oil Party. Each Party shall cooperate with the other Party and use its commercially reasonable efforts to set up procedures and notifications as are reasonably necessary or advisable to effectuate the transfers contemplated by this Section 7.4.

SECTION 7.5 Late Payments. Except as expressly provided to the contrary in this Agreement or in any Operating Agreement, any amount not paid when due pursuant to this

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Agreement or any Operating Agreement (and any amounts billed or otherwise invoiced or demanded in writing and properly payable that are not paid within 30 days of the date of such bill, invoice or other written demand) shall accrue interest at a rate per annum equal to the Prime Rate plus 2%.

SECTION 7.6 Certain Business Matters.

(a) Following the Effective Time and except as otherwise set forth in any Operating Agreement, any Party may (i) engage in the same or similar activities or lines of business as any other Party is or in the future may be engaged in and/or (ii) do business, or refrain from doing business, with any potential or actual supplier or customer of such other Party.

(b) Each Party agrees that, for a period of one year from the Distribution Date, such Party (a “Soliciting Party”) will not solicit for employment any employee of any other Party (a “Protected Party”), provided, however, that it is understood that this employee non-solicitation provision shall not prohibit: (i) any transfers of Delayed Transfer Employees (as defined in the Employee Matters Agreement), in accordance with the Employee Matters Agreement; (ii) generalized solicitations by advertising and the like, which are not directed to specific individuals or employees of the Protected Party; (iii) solicitations of persons whose employment was terminated by the Protected Party; or (iv) solicitations of persons who have terminated their employment with the Protected Party without any prior solicitation by the Soliciting Party.

(c) Except as otherwise expressly provided in this Agreement or in any of the Operating Agreements, during the period from the date hereof through the Distribution Date, neither Marathon Petroleum nor any of the other Marathon Petroleum Parties shall take (or fail to take, as applicable), without the prior written consent of Marathon Oil, any action in connection with their respective businesses or operations that would have a material adverse effect as to their combined financial condition, results of operations or cash flows through the Distribution Date, as compared to the assumptions or results reflected in Marathon Petroleum’s forecast presented at its May 19, 2011 Supply and Distribution Meeting, a copy of which has been provided to the Chief Financial Officer of Marathon Oil. The restrictions applicable to the Marathon Petroleum Parties under this Section 7.6(c) shall apply to, but not be limited to, the following activities:

(i) collection of accounts receivable;

(ii) payment of accounts payable or other amounts payable to third parties;

(iii) accumulation of inventory;

(iv) provision of rebates, discounts, advances, allowances or concessions to customers;

(v) payment of bonuses or other compensatory amounts to employees or prospective employees;

(vi) settlement of or agreement to settle litigation or other legal proceedings involving the making of any cash payment;

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(vii) payment with respect to capital expenditures other than (A) in the ordinary course of business and (B) consistent with the 2011 capital expenditures budget previously approved by Marathon Oil;

(viii) entry into, modification, amendment, termination or waiver of any material rights under any contract involving any payment to be made either to or by any of the Marathon Petroleum Parties;

(ix) change to any method of accounting or in any accounting policies or procedures; or

(x) other action (or failure to take other action) outside the ordinary course of business with a view to or for the purpose or with the effect of reducing the aggregate amount of their cash and cash equivalents on hand as of the Distribution Date.

SECTION 7.7 Litigation.

(a) As of the Effective Time, the Marathon Petroleum Parties shall assume and thereafter, except as provided in Article XI, be responsible for all Liabilities that may result from the Assumed Actions and all fees and costs relating to the defense of the Assumed Actions, including attorneys’ fees and costs incurred after the Effective Time.

(b) (i) Marathon Oil agrees that, at all times from and after the Effective Time, if an Action relating primarily to the Marathon Oil Business is commenced by a Third Party naming both one or more Marathon Oil Parties and one or more Marathon Petroleum Parties as defendants thereto, then Marathon Oil shall use its commercially reasonable efforts to cause such Marathon Petroleum Parties to be removed from such Action; provided that if Marathon Oil is unable to cause such Marathon Petroleum Parties to be removed from such Action, Marathon Oil and Marathon Petroleum shall cooperate and consult to the extent necessary or advisable with respect to such Action.

(ii) Marathon Petroleum agrees that, at all times from and after the Effective Time, if an Action relating primarily to the Marathon Petroleum Business is commenced by a Third Party naming both one or more Marathon Oil Parties and one or more Marathon Petroleum Parties as defendants thereto, then Marathon Petroleum shall use its commercially reasonable efforts to cause such Marathon Oil Parties to be removed from such Action; provided that if Marathon Petroleum is unable to cause such Marathon Oil Parties to be removed from such Action, Marathon Oil and Marathon Petroleum shall cooperate and consult to the extent necessary or advisable with respect to such Action.

(iii) Marathon Oil and Marathon Petroleum agree that, at all times from and after the Effective Time, if an Action which does not relate primarily to the Marathon Petroleum Business or the Marathon Oil Business is commenced by a Third Party naming both one or more Marathon Oil Parties and one or more Marathon Petroleum Parties as defendants thereto, then Marathon Oil and Marathon Petroleum shall cooperate and consult to the extent necessary or advisable with respect to such Action.

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(iv) Marathon Petroleum agrees that, at all times from and after the Effective Time, if a Toxic Tort Claim is commenced by a Third Party naming one or more Marathon Oil Parties as defendants thereto but the Toxic Tort Claim does not specifically allege exposure related to the Marathon Oil Business, then the Marathon Petroleum Parties shall, except as otherwise expressly provided in Article XI, assume and thereafter be responsible for all Liabilities that may result from the Toxic Tort Claim; provided, however, that if the Third Party claimant subsequently specifically alleges that the Toxic Tort Claim arises out of exposure related to the Marathon Oil Business, the Marathon Oil Parties shall, except as otherwise expressly provided in Article XI, assume and thereafter be responsible for all Liabilities that may result from the Toxic Tort Claim and reimburse the Marathon Petroleum Parties for their Expenses previously incurred in handling the Toxic Tort Claim; provided further, that, if the claimant alleges at any time that the Toxic Tort Claim arises out of exposure related to both the Marathon Oil Business and the Marathon Petroleum Business, the claim shall be handled in accordance with Section 7.7(b)(iii).

SECTION 7.8 Signs; Use of Company Name.

(a) Except as provided in the Operating Agreements, within one year after the Distribution Date, at their expense, the Marathon Petroleum Parties shall remove any and all exterior and interior commercial signs and similar identifiers on assets or properties owned or held by them that refer or pertain specifically to any Marathon Oil Party or the Marathon Oil Business. Except as provided in the Operating Agreements, within one year after the Distribution Date, at their expense, the Marathon Oil Parties shall remove any and all exterior and interior commercial signs and similar identifiers on assets or properties owned or held by them that refer or pertain specifically to any Marathon Petroleum Party or the Marathon Petroleum Business. Notwithstanding the foregoing, Marathon Oil and Marathon Petroleum shall use commercially reasonable efforts to change all such references to the other Party as soon as practicable following the Distribution Date. Marathon Petroleum hereby grants to the Marathon Oil Parties, and Marathon Oil hereby grants to the Marathon Petroleum Parties, for a period of one year following the Distribution Date, a worldwide, non-exclusive, non-transferable, royalty-free license to use signs and identifiers that refer or pertain specifically to the other Party on the assets or properties used in the licensee’s respective businesses as of the Effective Time.

(b) Except as provided in the Operating Agreements and in Section 7.8(d), after one year following the Distribution Date, (i) without the prior written consent of Marathon Oil, the Marathon Petroleum Parties shall not use or display any of the Marathon Oil Marks and (ii) without the prior written consent of Marathon Petroleum, the Marathon Oil Parties shall not use or display any of the Marathon Petroleum Marks; provided, however, that notwithstanding the foregoing, nothing contained in this Agreement will prevent any Party from using the other’s name in filings with Governmental Authorities, materials intended for distribution to such Party’s stockholders or any other communication (including correspondence) in any medium that describes the current or former relationship between the Parties; provided, further, that the continuation of references to such Marks in telephone directories (and other similar Third Party or incidental uses which are not capable of being updated within the time period set forth above) will not breach this Section 7.8.

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(c) The Parties agree that the names “Marathon Oil” and “Marathon Petroleum” are not variations of or confusingly similar with one another as between the Marathon Oil Business and the Marathon Petroleum Business as of the Effective Time. Each Party agrees that, if any authority that grants or registers either Marathon Oil Marks or corporation names or Marathon Petroleum Marks or corporation names objects to the registration of, or a court or arbitration panel questions or declines to enforce, a mark by a Party on the basis of similarity between the names “Marathon Oil” and “Marathon Petroleum,” so long as the Party attempting to register or enforce is not in violation of this Section 7.8 and is not using the mark within the scope of the other Party’s Business, the other Party shall offer commercially reasonable assistance in assuring the authority, court or panel that the proposed usage is not sufficiently similar to negate registration or enforcement.

(d) Any rights of any Marathon Oil Party to any Mark, other than for upstream oil and gas goods or services, that uses the letter M within a hexagon, is part of the Transferred Assets, and all rights thereto are hereby assigned to Marathon Petroleum. The Marathon Oil Parties hereby reserve and retain the right to use a mark with the letter M within a hexagon in commercial, upstream use at one location in each country but, after one year following the Distribution Date, shall not use such mark at more than one location in any country; provided, however, that continued Third-Party or incidental uses which are not capable of being updated within the time period set forth above will not breach the provisions of this Section 7.8. Marathon Petroleum shall not use, register, or attempt to register a mark that uses the letter M within a hexagon for any upstream oil and gas goods or services, except as otherwise expressly set forth herein.

(e) Each Party shall use the Marks of the other Party as allowed hereunder only in connection with goods or services that are of a level of quality at least equal to the quality of comparable goods or services marketed by that Party before the Effective Time and that it will allow the Party owning the right to such Marks reasonable inspection rights, upon reasonable written notice, to ensure compliance with the foregoing.

(f) Should a Party cease to use for 12 months, in any country, a Mark which such Party owns and which uses the name “Marathon” or the letter M within a hexagon, such Party hereby does (and shall execute, upon the other Party’s written request, such other documentation as may be reasonably necessary to) assign such Mark in such country to the other Party. This obligation applies regardless of the reason for cessation, whether because of acquisition, insolvency or otherwise. The assignee shall pay to the assignor as consideration the cost of maintaining such mark for the shortest period of protection in the relevant country.

(g) A Party shall use commercially reasonable efforts to inform the other Party if the first Party becomes aware of a Third Party infringing the second Party’s mark which uses the name “Marathon” or the letter M within a hexagon. Each Party shall use reasonable efforts to enforce its marks which use the name “Marathon” or the letter M within a hexagon so as to avoid dilution of the other Party’s marks.

(h) Marathon Oil is and will remain the registrant and owner of the domain name “MARATHON.COM”. Marathon Oil will have the right to designate the administrative, technical and billing contacts for the domain name, to change registrars, and to change the

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registrar’s records. Subject to the following provisions of this Section 7.8(h), for a period of five years following the Effective Time, Marathon Oil shall use commercially reasonable efforts to maintain a default file at this domain (named “index.html”), the primary purpose of which will be to re-direct persons accessing MARATHON.COM to the primary domain for Marathon Petroleum and the primary domain for Marathon Oil. Such re-direction will be the only use for MARATHON.COM other than primarily administrative functions (such as terms of use, privacy statements, copyright statements, and contact information) that may be appropriate according to law or industry practice. Neither Party’s primary domain will be MARATHON.COM. Neither Party will use or permit use of MARATHON.COM in an email address or other than as set forth herein. Marathon Petroleum hereby grants to Marathon Oil a limited, royalty-free license to use the trade names and trademarks of Marathon Petroleum as part of its maintenance of the domain name MARATHON.COM , pursuant to Marathon Petroleum’s reasonable guidelines and for the sole purpose of providing such re-direction. If Marathon Oil and its Affiliates, successors and assigns stop using “Marathon” in or as a registered trade name, trademark or service mark for a period of 12 consecutive months, Marathon Oil shall transfer the domain name to Marathon Petroleum for no more consideration than the reasonable expenses of such transfer and, upon such transfer, Marathon Petroleum will have an unrestricted right to use, sell, license, or assign the domain name “MARATHON.COM” at the sole discretion of Marathon Petroleum and this paragraph will otherwise cease to be effective. If Marathon Petroleum and its Affiliates, successors and assigns stop using “Marathon” in or as a registered trade name, trademark or service mark for a period of 12 consecutive months, Marathon Oil will have an unrestricted right to use, sell, license, or assign the domain name “MARATHON.COM” at the sole discretion of Marathon Oil and this paragraph will otherwise cease to be effective. If, at any time after the Effective Time, Marathon Oil and its Affiliates, successors and assigns discontinue the use of the domain name, MARATHON.COM (other than as a result of an Internet service interruption or other temporary condition or set of circumstances), then Marathon Oil shall, if requested by Marathon Petroleum in accordance with Section 14.9 within 90 days of such discontinuance, transfer the domain name to Marathon Petroleum for no more consideration than the reasonable expenses of such transfer and, upon such transfer, Marathon Petroleum will have an unrestricted right to use, sell, license, or assign the domain name “MARATHON.COM” at the sole discretion of Marathon Petroleum and this paragraph will otherwise cease to be effective.

(i) Marathon Oil is and will remain the owner of each of the domain names and Twitter accounts listed on Schedule 7.8(A), and Marathon Petroleum hereby transfers, and agrees to cause each of the other Marathon Petroleum Parties to transfer, to Marathon Oil (or to such other Marathon Oil Parties as Marathon Oil may designate) all of the respective rights, titles and interests of the Marathon Petroleum Parties in and to such domain names and accounts, effective as of the Effective Time. Marathon Petroleum is and will remain the owner of each of the domain names listed on Schedule 7.8(B), and Marathon Oil hereby transfers, and agrees to cause each of the other Marathon Oil Parties to transfer, to Marathon Petroleum (or to such other Marathon Petroleum Parties as Marathon Petroleum may designate) all of the respective rights, titles and interests of the Marathon Oil Parties in and to such domain names, effective as of the Effective Time.

(j) Without limiting the generality of the provisions of Section 3.4, as of the Effective Time, the Trademark License Agreement dated as of January 1, 1998 between Marathon Oil Company and Marathon Ashland Petroleum LLC shall be terminated.

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SECTION 7.9 Stock Options Registration Statement. Marathon Petroleum shall prepare and, if required, file with the SEC such amendments and supplements to the Stock Options Registration Statement (and the prospectus used in connection therewith) as may be necessary to keep the Stock Options Registration Statement effective under the Securities Act for a period of not less than ten years following the Distribution Date, provided that Marathon Petroleum’s obligations pursuant to this Section 7.9 shall terminate on the date upon which there are no further offers of securities covered thereby pursuant to the terms of the applicable stock option agreements.

ARTICLE VIII

CONDITIONS TO THE DISTRIBUTION

SECTION 8.1 Conditions to the Distribution. The obligation of Marathon Oil to effect the Distribution is subject to the satisfaction or the waiver by Marathon Oil, in its sole and absolute discretion, of each of the following conditions:

(a) Approval by the Marathon Oil Board of Directors. This Agreement and the transactions contemplated hereby, including the declaration of the Distribution, shall have been duly approved by the Board of Directors of Marathon Oil in accordance with applicable law and the Restated Certificate of Incorporation and By-Laws of Marathon Oil.

(b) Receipt of IRS Private Letter Ruling and Opinion. Marathon Oil shall have received (i) a private letter ruling from the IRS (which shall not have been revoked or modified in any material respect), in form and substance satisfactory to Marathon Oil, generally to the effect that, among other things, (1) the MOC Contribution and the Internal Distribution and (2) the Contribution and the Distribution will be tax-free to MOC, Marathon Oil, Marathon Petroleum and holders of Marathon Oil Common Stock for United States federal income tax purposes under Sections 355, 368 and related provisions of the Code, and (ii) an opinion of Bingham McCutchen LLP (or other nationally recognized tax counsel), in form and substance satisfactory to Marathon Oil, to the effect that requirements necessary to obtain tax-free treatment under Sections 355, 368 and related provisions of the Code for each of (1) the MOC Contribution and the Internal Distribution and (2) the Contribution and the Distribution will be satisfied.

(c) Receipt of Solvency Conveyance Opinion. An independent firm acceptable to Marathon Oil, in its sole and absolute discretion, shall have delivered one or more opinions to the Board of Directors of Marathon Oil confirming the solvency and financial viability of Marathon Petroleum, MOC and Marathon Oil, which opinions shall be in form and substance satisfactory to Marathon Oil, in its sole and absolute discretion, and shall not have been withdrawn or rescinded.

(d) State and Foreign Securities and “Blue Sky” Laws Approvals. Marathon Oil and Marathon Petroleum shall have received all permits, registrations and consents required under the securities or “blue sky” laws of states or other political subdivisions of the United States or of foreign jurisdictions in connection with the Distribution.

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(e) Effectiveness of Registration Statements; No Stop Order. The Form 10 Registration Statement and the Stock Options Registration Statement shall have become effective under the Exchange Act and the Securities Act, respectively, and no stop order suspending the effectiveness of the Form 10 Registration Statement or the Stock Options Registration Statement shall be in effect or, to the knowledge of either Marathon Oil or Marathon Petroleum, threatened by the SEC.

(f) Dissemination of Information to Marathon Oil Stockholders. Prior to the Distribution, the Parties shall have prepared and mailed to the holders of record of Marathon Oil Common Stock the Information Statement and such other information concerning Marathon Petroleum, its business, operations and management, the Distribution and such other matters as Marathon Oil shall determine in its sole and absolute discretion and as may otherwise be required by law.

(g) Approval of NYSE Listing Application. The NYSE shall have approved the Marathon Petroleum Common Stock for listing, subject to official notice of issuance.

(h) Resignations. Prior to the Distribution, all of Marathon Oil’s representatives or designees shall have resigned or been removed as officers and from all Boards of Directors or similar governing bodies of the Marathon Petroleum Parties, and all of Marathon Petroleum’s representatives or designees shall have resigned or been removed as officers and from all Boards of Directors or similar governing bodies of the Marathon Oil Parties.

(i) Approvals and Consents. Marathon Oil and Marathon Petroleum shall have received all Governmental Approvals and Consents and all Third-Party Consents necessary to effect the Contribution and the Distribution and to permit the operation of the Marathon Petroleum Business after the Distribution Date.

(j) No Legal Restraint. No order, injunction or decree issued by any Governmental Authority or other legal restraint or prohibition preventing consummation of the Distribution or any of the transactions contemplated by this Agreement or the Operating Agreements, including the Contribution, shall have been threatened or shall be in effect.

(k) Consummation of Pre-Distribution Transactions. The transactions contemplated by Article II and Article III to occur prior to the Distribution, including the execution and delivery of the Operating Agreements, shall have been consummated.

(l) Credit Ratings. Each of Marathon Oil and Marathon Petroleum shall have credit ratings assigned by credit rating agencies that are satisfactory to Marathon Oil in its sole and absolute discretion.

(m) No Violation of Law. The Distribution shall not violate or result in a breach of applicable law or any material Contract of any Party.

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(n) No Other Events. No other events or developments shall have occurred or shall exist that, in the judgment of the Board of Directors of Marathon Oil, in its sole and absolute discretion, would make it inadvisable to effect the Distribution.

SECTION 8.2 Marathon Oil Right Not to Close or to Terminate. The satisfaction of the foregoing conditions are for the sole benefit of Marathon Oil and shall not give rise to or create any duty on the part of Marathon Oil or the Board of Directors of Marathon Oil to waive or not waive any such condition or to effect the Distribution, or in any way limit Marathon Oil’s power to terminate this Agreement as set forth in Section 14.13 or alter the consequences of any termination from those specified in Section 14.13. Any determination made by Marathon Oil prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 8.1 shall be conclusive and binding on the Parties.

ARTICLE IX

INSURANCE MATTERS

SECTION 9.1 Insurance Prior to the Effective Time. Except as may otherwise be expressly provided in this Article IX, Marathon Petroleum hereby agrees, for itself and on behalf of the Marathon Petroleum Parties, that the Marathon Oil Parties shall not have any Liability whatsoever to the Marathon Petroleum Parties as a result of the insurance policies, insurance contracts and claim administration contracts and practices related to the foregoing of the Marathon Oil Parties in effect at any time prior to the Effective Time, including Liability as a result of the level or scope of coverage of any such insurance policies, insurance contracts, claim administration contracts, the creditworthiness of any insurance carrier, the terms and conditions of any policy or contract and the adequacy or timeliness of any notice, or the lack thereof, to any insurance carrier, bankruptcy trustee for any insurer, scheme administrator for any insurer, or claims administrator with respect to any actual claim or potential claim or otherwise.

SECTION 9.2 Ownership of Policies and Programs.

(a) Marathon Oil or one or more of the other Marathon Oil Parties shall continue to own all insurance policies, insurance contracts and claim administration contracts of any kind of any Marathon Oil Party which were or are in effect at any time at or prior to the Effective Time (other than the Marathon Petroleum Policies), including general liability (whether primary, excess or umbrella), fiduciary liability, automobile, aircraft hull and liability, all risk property (including business interruption) and casualty, directors and officers liability, employer’s liability, workers’ compensation, comprehensive crime, terrorism, errors and omissions and property/boiler and machinery insurance policies and policies issued by OIL, together with all rights, benefits and privileges thereunder (collectively, the “Marathon Oil Policies”). Subject to the provisions of this Agreement, (i) the Marathon Oil Parties shall retain all of their respective rights, benefits and privileges, if any, under the Marathon Oil Policies and (ii) coverage of the Marathon Petroleum Parties under the Marathon Oil Policies shall cease as of the Effective Time with respect to all Losses to the extent incurred or suffered by one or more of the Marathon Petroleum Parties in connection with, relating to, arising out of or due to, directly or indirectly, any event or occurrence at or after the Effective Time. Nothing contained herein shall be construed to be an attempted assignment of or a change to any part of the ownership of the Marathon Oil Policies or shall be construed to waive any right or remedy of any Marathon Oil

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Party in respect thereof. No provision of this Agreement is intended to relieve any insurer of any Liability under any policy.

(b) Marathon Petroleum or one or more of the other Marathon Petroleum Parties shall own (i) all insurance policies, insurance contracts and claim administration contracts established in contemplation of the Distribution to cover only the Marathon Petroleum Parties after the Effective Time and (ii) the insurance policies, insurance contracts and claims administration contracts listed on Schedule 9.2(B) (collectively, the “Marathon Petroleum Policies”).

SECTION 9.3 Maintenance of Insurance for Marathon Petroleum. Subject to the other provisions of this Agreement, Marathon Oil shall use commercially reasonable efforts to maintain in full force and effect the Shared Policies to the extent that such policies apply to the Marathon Petroleum Business.

SECTION 9.4 Acquisition, Administration and Maintenance of Post-Distribution Insurance by Marathon Petroleum. Commencing as of the Effective Time, Marathon Petroleum shall be responsible for establishing and maintaining a separate insurance program with commercially reasonable limits, deductibles and self-retentions for activities and claims involving any of the Marathon Petroleum Parties or their respective Subsidiaries. Each of the Marathon Petroleum Parties and each of their Subsidiaries, as appropriate, shall be responsible for all administrative and financial matters relating to insurance policies established and maintained by the Marathon Petroleum Parties and each of their Subsidiaries for claims relating to any period at or after the Effective Time involving any Marathon Petroleum Party or any of its Subsidiaries.

SECTION 9.5 Rights under Shared Policies.

(a) Prior to the Effective Time, Marathon Oil and Marathon Petroleum shall, and each of them shall use their respective commercially reasonable efforts to have OIL, enter into the OIL MOU to preserve retroactive coverage for both the Marathon Oil Insured Parties and Marathon Petroleum Insured Parties under the policies issued by OIL.

(b) At and after the Effective Time: (i) subject to the provisions of Section 9.5(e), Marathon Petroleum will have the right to assert and/or continue to prosecute claims for any Losses with respect to the Marathon Petroleum Business and the Transferred Assets under Marathon Oil Policies that provide coverage for such Losses (excluding, for the avoidance of doubt, any group health and welfare insurance policies) (“Shared Policies”) with insurers that are “occurrence-based” insurance policies (“Occurrence-Based Policies”) arising out of insured events commencing from the date of coverage thereunder to the extent that the terms and conditions of any such Occurrence-Based Policies and agreements relating thereto so allow; and (ii) subject to the provisions of Section 9.5(e), Marathon Petroleum will have the right to assert and/or continue to prosecute claims for any Losses with respect to the Marathon Petroleum Business and the Transferred Assets under Shared Policies with insurers that are written on a “claims-made” basis (“Claims-Made Policies”) arising out of insured events commencing from the date of coverage thereunder to the extent that the terms and conditions of any such Claims-Made Policies and agreements relating thereto so allow.

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(c) For those claims asserted and/or prosecuted by Marathon Petroleum under either the Occurrence-Based Policies or the Claims-Made Policies: (i) all of the Marathon Oil Parties’ reasonable Out-of-Pocket Expenses incurred in connection with their efforts to assist Marathon Petroleum in asserting or continuing to prosecute the claims described in Section 9.5(d) will be promptly paid by Marathon Petroleum following receipt of an invoice for such expenses; (ii) such claims shall be subject to any amendments, commutations, terminations, buy-outs, extinguishments and modifications of the Shared Policies subject to Section 9.5(e); (iii) such claims will be subject to (and recovery thereon will be reduced by the amount of) any applicable deductibles or self-insured retentions, and, with respect to any such deductibles or self-insured retentions which require a payment by a Marathon Oil Party or any Subsidiary of a Marathon Oil Party in respect thereof (excepting any deductibles, self-insured retentions, or self-insured co-insurance maintained by Yorktown Assurance Corporation or Old Main Assurance Ltd. in such insurers’ policies of reinsurance that are not identical to the deductibles, self-insured retentions, or self-insured co-insurance maintained in such insurers’ policies issued to any of the Marathon Oil Parties), Marathon Petroleum shall reimburse such Marathon Oil Party or Subsidiary for such payment; (iv) Marathon Petroleum shall be responsible for and shall pay any Out-of-Pocket Expenses for claims handling or residual Liability arising from such claims; and (v) such claims will be subject to exhaustion of existing sublimits and aggregate limits in accordance with Section 9.5(f).

(d) Marathon Oil will use commercially reasonable efforts to assist Marathon Petroleum in asserting claims and establishing its right to coverage under applicable Shared Policies if so requested by Marathon Petroleum in writing (so long as all of the Marathon Oil Parties’ Out-of-Pocket Expenses in connection therewith are promptly paid by Marathon Petroleum in accordance with Section 9.5(c)), but Marathon Oil will not otherwise be obligated to negotiate, investigate, defend, settle or otherwise handle such claims on behalf of Marathon Petroleum. No Marathon Oil Party will bear any Liability for the failure of an insurer to pay any claim under any Shared Policy. It is understood that Claims-Made Policies may not provide coverage to the Marathon Petroleum Parties for incidents occurring prior to the Effective Time but asserted with the insurance carrier after the Effective Time.

(e) In the event that after the Effective Time Marathon Oil proposes to amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Shared Policies under which Marathon Petroleum has or may in the future have rights to assert claims pursuant to this Article IX in a manner that would reasonably be expected to adversely affect any such rights of Marathon Petroleum in any material respect, (i) Marathon Oil will give Marathon Petroleum prior notice thereof and consult with Marathon Petroleum with respect to such action, (ii) Marathon Oil will not take such action without the prior written consent of Marathon Petroleum, such consent not to be unreasonably withheld, conditioned or delayed, and (iii) Marathon Oil will pay to Marathon Petroleum its equitable share (which shall be mutually agreed upon by Marathon Oil and Marathon Petroleum, acting reasonably), if any, of any net proceeds actually received by Marathon Oil from the insurer under the applicable Shared Policy as a result of such action by Marathon Oil (after deducting Marathon Oil’s Out-of-Pocket Expenses incurred in connection with such action).

(f) To the extent that the limits of any Shared Policy preclude payment in full of Unrelated Claims filed by Marathon Oil and Marathon Petroleum, the insurance proceeds

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available under such Shared Policy shall be paid to Marathon Oil and/or Marathon Petroleum on a FIFO Basis. In the event that Marathon Oil and Marathon Petroleum file Related Claims under any Shared Policy, each of Marathon Oil and Marathon Petroleum shall receive a pro rata amount of the available insurance proceeds, based on the relationship the Loss incurred by each such Party bears to the total Loss to both such Parties from the occurrence or event underlying the Related Claims.

(g) In no event will any Marathon Oil Party have any liability or obligation whatsoever to any Marathon Petroleum Party if any Shared Policy is terminated or otherwise ceases to be in effect for any reason (other than a termination in breach of Section 9.5(e)), is unavailable or inadequate to cover any Liability of any Marathon Petroleum Party for any reason whatsoever or is not renewed or extended beyond the current expiration date.

SECTION 9.6 Administration of Claims.

(a) From and after the Effective Time, the Marathon Oil Parties will be responsible for the Claims Administration with respect to claims of the Marathon Oil Parties under Shared Policies.

(b) From and after the Effective Time, the Marathon Petroleum Parties will be responsible for the Claims Administration with respect to claims of the Marathon Petroleum Parties under Shared Policies, and Marathon Oil shall provide appropriate instructions to the applicable insurance brokers under the Shared Policies to facilitate Claims Administration by Marathon Petroleum.

SECTION 9.7 Insurance Premiums. From and after the Effective Time, Marathon Oil will pay all premiums, taxes, assessments or similar charges (retrospectively-rated or otherwise) as required under the terms and conditions of the respective Shared Policies in respect of periods of coverage prior to the Effective Time, whereupon Marathon Petroleum will upon the request of Marathon Oil promptly reimburse Marathon Oil for that portion of such additional premiums and other payments paid by Marathon Oil as are reasonably determined by Marathon Oil to be attributable to the Marathon Petroleum Business, provided that, prior to agreeing to pay any such additional premiums or other payments that would reasonably be expected to result in a requirement for Marathon Petroleum to provide reimbursement under this Section 9.7, Marathon Oil shall, to the extent reasonably practicable, provide Marathon Petroleum with prior notice and a reasonable opportunity to consult with Marathon Oil with respect thereto. Notwithstanding the foregoing, Marathon Oil will distribute any return of premiums, taxes, assessments or similar charges (retrospectively-rated or otherwise) under the terms and conditions of the respective Shared Policies, to Marathon Petroleum in proportion to the amount of any such return previously allocated to Marathon Petroleum.

SECTION 9.8 Agreement for Waiver of Conflict and Shared Defense. In the event that a Shared Policy provides coverage for both a Marathon Oil Party, on the one hand, and a Marathon Petroleum Party, on the other hand, relating to the same occurrence, Marathon Oil and Marathon Petroleum agree to defend jointly, pursuant to the Joint Defense Agreement, provided that in the event there is a conflict of interest which in the reasonable opinion of either such Party would otherwise prevent the conduct of that joint defense, the Parties shall cooperate to pursue

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coverage under such Shared Policy pursuant to appropriate arrangements (which may require separate counsel) as permitted by such Shared Policy. Nothing in this Section 9.8 will be construed to limit or otherwise alter in any way the indemnity obligations of the Parties, including those created by this Agreement, by operation of law or otherwise.

SECTION 9.9 Duty to Mitigate. To the extent that any Party is responsible for the Claims Administration for any claim under any of the Shared Policies after the Effective Time, such Party shall use its commercially reasonable efforts to mitigate the amount of the Loss which is the subject of the claim under the applicable Shared Policy.

SECTION 9.10 Non-Waiver of Rights to Coverage. An insurance carrier that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto, or, solely by virtue of the provisions of this Article IX, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurance carrier or any Third Party shall be entitled to a benefit (i.e., a benefit such Person would not be entitled to receive had the Distribution not occurred or in the absence of the provisions of this Article IX) by virtue of the provisions hereof.

ARTICLE X

EXPENSES

SECTION 10.1 Expenses Incurred on or Prior to the Distribution Date. Except as otherwise provided in this Agreement, any Operating Agreement or any other agreement contemplated hereby, or except as otherwise agreed to in writing by the Parties hereto, each of Marathon Oil and Marathon Petroleum shall pay all Out-of Pocket Expenses incurred in connection with the preparation, execution, delivery and implementation of this Agreement, any Operating Agreement, any other agreement contemplated hereby, the Form 10 Registration Statement and the Stock Options Registration Statement and the consummation of the Distribution and the other transactions contemplated hereby and thereby (“Separation Costs”) in accordance with the allocations set forth on Schedule 10.1.

SECTION 10.2 Expenses Incurred or Accrued After the Distribution Date. Except as otherwise provided in this Agreement, any Operating Agreement or any other agreement contemplated hereby, or except as otherwise agreed to in writing by the Parties hereto, Marathon Oil and Marathon Petroleum shall each bear its own costs and expenses incurred after the Distribution Date.

ARTICLE XI

INDEMNIFICATION

SECTION 11.1 Release of Pre-Distribution Claims.

(a) Except as provided in Section 11.1(b), effective as of the Effective Time, each Party hereto does hereby, on behalf of itself and its successors and assigns, release and forever discharge the other Party, each Subsidiary of such other Party and their respective successors and assigns, and all Persons who at any time prior to the Distribution Date have been directors, officers or employees of such other Party (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all

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demands, Actions and Liabilities whatsoever, whether at law or in equity (including any right of contribution), whether arising under any Contract or agreement, by operation of law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Distribution Date, including in connection with the transactions and all other activities to implement the Distribution. Marathon Oil shall cause each of the other Marathon Oil Parties to, effective as of the Effective Time, release and forever discharge each of the Marathon Petroleum Indemnified Parties as and to the same extent as the release and discharge provided by Marathon Oil pursuant to the foregoing provisions of this Section 11.1(a). Marathon Petroleum shall cause each of the other Marathon Petroleum Parties to, effective as of the Effective Time, release and discharge each of the Marathon Oil Indemnified Parties as and to the same extent as the release and discharge provided by Marathon Petroleum pursuant to the foregoing provisions of this Section 11.1(a).

(b) Nothing contained in Section 11.1(a) shall impair any right of any Person identified in Section 11.1(a) to enforce this Agreement or any Operating Agreement. Nothing contained in Section 11.1(a) shall release or discharge any Person from:

(i) any Liability provided in or resulting from any agreement (or portion thereof) of the Marathon Oil Parties and Marathon Petroleum Parties that is specified in Schedule 11.1(B), to the extent set forth therein;

(ii) any Liability assumed, transferred, assigned, retained or allocated to that Person in accordance with, or any other Liability of that Person under, this Agreement or any of the Operating Agreements;

(iii) any Liability that any Party may have with respect to indemnification or contribution pursuant to this Agreement for claims brought against the Parties or their respective Subsidiaries or Affiliates by Third Parties, which Liability shall be governed by the provisions of this Article XI;

(iv) any Liability that any Party may have with respect to indemnification or contribution pursuant to any of the Operating Agreements for claims brought against the Parties or their respective Subsidiaries or Affiliates by Third Parties, which Liability shall be governed by the appropriate provisions of the Operating Agreements;

(v) any unpaid accounts payable or receivable arising from or relating to the sale, provision, or receipt of goods, payment for goods, property or services purchased, obtained or used in the ordinary course of business prior to the Effective Time by a Marathon Petroleum Party from a Marathon Oil Party, or by a Marathon Oil Party from a Marathon Petroleum Party, pursuant to (or any refund claims pursuant to): any Commercial Agreement; or the Shared Services Agreement dated as of January 1, 1998 between Marathon Ashland Petroleum LLC and MOC;

(vi) any Liability the release of which would result in the release of any Person other than a Marathon Oil Party or a Marathon Petroleum Party or their respective directors, officers and employees; provided, however, that the Parties hereto agree not to

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bring or allow their respective Subsidiaries to bring suit against the other Party or any of their respective directors, officers and employees with respect to any such Liability; or

(vii) any Liability provided in or resulting from any Employee Contract.

In addition, nothing contained in Section 11.1(a) shall release any Party from honoring its existing obligations to indemnify, or advance expenses to, any Person who was a director, officer or employee of such Party, at or prior to the Effective Time, to the extent such Person becomes a named defendant in any Action involving such Party, and was entitled to such indemnification or advancement of expenses pursuant to then-existing obligations; provided, however, that to the extent applicable, Section 11.2 and Section 11.3 hereof shall determine whether any Party shall be required to indemnify the other in respect of such Liability.

(c) No Party hereto shall make, nor permit any of its Subsidiaries to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or indemnification, against the other Party, or any other Person released pursuant to Section 11.1(a), with respect to any Liability released pursuant to Section 11.1(a).

(d) It is the intent of each of the Parties hereto by virtue of the provisions of this Section 11.1 to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the Distribution Date between the Marathon Oil Parties and the Marathon Petroleum Parties (including any contractual agreements or arrangements existing or alleged to exist between the Parties on or before the Distribution Date), except as expressly set forth in Section 11.1(b). At any time, at the reasonable request of either Marathon Oil or Marathon Petroleum, the other Party hereto shall execute and deliver (and cause its respective Subsidiaries to execute and deliver) releases reflecting the provisions hereof.

SECTION 11.2 Indemnification by Marathon Petroleum. Except as provided in Section 11.5, as expressly provided in any of the Operating Agreements, Marathon Petroleum shall indemnify, defend and hold harmless the Marathon Oil Parties and each of their respective Affiliates, directors, officers, employees and agents, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Marathon Oil Indemnified Parties”), from and against any and all Expenses or Losses to the extent incurred or suffered by one or more of the Marathon Oil Indemnified Parties in connection with, relating to, arising out of or due to, directly or indirectly, any of the following items:

(a) the failure by any Marathon Petroleum Party or any other Person to pay, perform or otherwise promptly discharge any of the Marathon Petroleum Liabilities or any Contract or arrangement included in the Transferred Assets in accordance with their respective terms;

(b) any Marathon Petroleum Liability;

(c) any Transferred Asset or the Marathon Petroleum Business;

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(d) except to the extent provided in Section 11.3(d), any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, contained in the Form 10 Registration Statement, the Information Statement, any Notes Offering Memorandum, the Stock Options Registration Statement (or related prospectus forming a part thereof) or in any other registration statement filed by Marathon Petroleum (or related prospectus forming a part thereof);

(e) any use by any Marathon Petroleum Party allowed hereunder after the Effective Time of the Marathon Oil Marks or the Information owned by, or licensed by a Third Party to, a Marathon Oil Party;

(f) the breach by any Marathon Petroleum Party of any covenant or agreement set forth in this Agreement or any Conveyancing Instrument;

(g) any action or inaction by any Marathon Petroleum Party that results, directly or indirectly, in a breach of any of the covenants of Marathon Oil contained in, or a breach by Marathon Oil or other failure of Marathon Oil to comply with, or a default or event of default under, (i) the Series 2007A fixed rate tax-exempt revenue bonds issued by the Parish of St. John the Baptist, State of Louisiana, (ii) the Installment Sale Agreement dated as of May 1, 2007 between the Parish of St. John the Baptist, State of Louisiana, and Marathon Oil, or (ii) any related agreements, certifications or other documents;

(h) any item or matter for which indemnification is to be provided by Marathon Petroleum in accordance with Article XV of the Employee Matters Agreement; and

(i) any Marathon Petroleum Financial Instrument;

in each case, regardless of when or where the loss, claim, accident, occurrence, event or happening giving rise to the Expense or Loss took place, or whether any such loss, claim, accident, occurrence, event or happening is known or unknown, or reported or unreported and regardless of whether such loss, claim, accident, occurrence, event or happening giving rise to the Expense or Loss existed prior to, on or after the Distribution Date or relates to, arises out of or results from actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to, on or after the Distribution Date.

SECTION 11.3 Indemnification by Marathon Oil. Except as provided in Section 11.5, as expressly provided in any of the Operating Agreements, Marathon Oil shall indemnify, defend and hold harmless the Marathon Petroleum Parties and each of their respective Affiliates, directors, officers, employees and agents, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Marathon Petroleum Indemnified Parties”), from and against any and all Expenses or Losses to the extent incurred or suffered by one or more of the Marathon Petroleum Indemnified Parties in connection with, relating to, arising out of or due to, directly or indirectly, any of the following items:

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(a) the failure by any Marathon Oil Party or any other Person to pay, perform or otherwise promptly discharge any of the Marathon Oil Liabilities in accordance with their respective terms;

(b) any Marathon Oil Liability;

(c) the Marathon Oil Business;

(d) solely with respect to the information contained in the Information Statement under the caption “The Spin-off – Reasons for the Spin-Off” and the information contained in the reports of Marathon Oil filed with the SEC under the Exchange Act and incorporated by reference in the Notes Offering Memorandum (collectively, the “Designated Marathon Information”), any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading;

(e) any use by any Marathon Oil Party allowed hereunder after the Effective Time of the Marathon Petroleum Marks or the Information owned by, or licensed by a Third Party to, a Marathon Petroleum Party;

(f) the breach by any Marathon Oil Party of any covenant or agreement set forth in this Agreement or any Conveyancing Instrument;

(g) any item or matter for which indemnification is to be provided by Marathon Oil in accordance with Article XV of the Employee Matters Agreement; and

(h) any Marathon Oil Financial Instrument;

in each case, regardless of when or where the loss, claim, accident, occurrence, event or happening giving rise to the Expense or Loss took place, or whether any such loss, claim, accident, occurrence, event or happening is known or unknown, or reported or unreported and regardless of whether such loss, claim, accident, occurrence, event or happening giving rise to the Expense or Loss existed prior to, on or after the Distribution Date or relates to, arises out of or results from actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to, on or after the Distribution Date.

SECTION 11.4 Applicability of and Limitation on Indemnification. The indemnity obligations under this Article XI shall apply notwithstanding any investigation made by or on behalf of any Indemnified Party and shall apply without regard to whether the Loss or Expense for which indemnity is claimed hereunder is based on strict liability, absolute liability or any other theory of liability or arises as an obligation for contribution. THE PARTIES UNDERSTAND AND AGREE THAT THE RELEASE FROM LIABILITIES AND INDEMNIFICATION OBLIGATIONS HEREUNDER AND UNDER THE OPERATING AGREEMENTS MAY INCLUDE RELEASE FROM LIABILITIES AND INDEMNIFICATION FOR LOSSES RESULTING FROM, OR ARISING OUT OF, DIRECTLY OR INDIRECTLY AND IN WHOLE OR IN PART, AN INDEMNITEE’S OWN NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL FAULT.

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SECTION 11.5 Adjustment of Indemnifiable Losses.

(a) The amount that any Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification hereunder (an “Indemnified Party”) shall be reduced by any insurance proceeds and other amounts actually recovered (net of any Out-of-Pocket Expenses incurred in the collection thereof) by or on behalf of such Indemnified Party in reduction of the related Expense or Loss. Each of Marathon Oil and Marathon Petroleum shall use its respective commercially reasonable efforts to collect any proceeds under its respective available and applicable insurance policies to which it or any of its Subsidiaries is entitled prior to seeking indemnification or contribution under this Agreement, where allowed; provided, however, that any such actions by an Indemnified Party will not relieve the Indemnifying Party of any of its obligations under this Agreement, including the Indemnifying Party’s obligation promptly to pay directly or reimburse the Indemnified Party for costs and expenses actually incurred by the Indemnified Party. If an Indemnified Party receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Expense or Loss and subsequently actually receives insurance proceeds or indemnification proceeds from any Third Party in respect of such Expense or Loss, then such Indemnified Party shall refund to the Indemnifying Party an amount equal to the lesser of (i) the after-tax amount of such insurance proceeds or indemnification proceeds actually received and (ii) the net amount of Indemnity Payments actually received previously. The Indemnified Party agrees that the Indemnifying Party shall be subrogated to such Indemnified Party under any applicable insurance policy as to any payments made by such Indemnifying Party.

(b) An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other Third Party shall be entitled to a “windfall” (i.e., a benefit it would not be entitled to receive in the absence of the indemnification provisions), and shall not be deemed to be third-party beneficiaries, by virtue of the indemnification provisions hereof.

(c) To the extent permissible under applicable tax law, amounts paid by Marathon Oil to or for the benefit of Marathon Petroleum or by Marathon Petroleum to or for the benefit of Marathon Oil under this Article XI (and under other specified provisions of this Agreement) shall be treated by the Parties and their respective Subsidiaries, for all applicable tax purposes, as either a contribution by Marathon Oil to Marathon Petroleum or a distribution by Marathon Petroleum to Marathon Oil, as the case may be, occurring immediately prior to the Distribution; provided, however, that, in the event it is determined that such treatment is not permissible under applicable law, the payment in question shall be adjusted to place the Indemnified Party in the same after-tax position it would have enjoyed if such treatment had been permissible.

(d) In the event that an Indemnity Payment shall be denominated in a currency other than United States dollars, the amount of such payment shall be translated into United States dollars using the Foreign Exchange Rate for such currency determined in accordance with the following rules:

(i) with respect to an Expense or a Loss arising from payment by a financial institution under a guarantee, comfort letter, letter of credit, foreign exchange contract or

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similar instrument, the Foreign Exchange Rate for such currency shall be determined as of the date on which such financial institution shall have been reimbursed;

(ii) with respect to an Expense or a Loss covered by insurance, the Foreign Exchange Rate for such currency shall be the Foreign Exchange Rate employed by the insurance company providing such insurance in settling such Expense or Loss with the Indemnifying Party; and

(iii) with respect to an Expense or a Loss not covered by clause (i) or (ii) above, the Foreign Exchange Rate for such currency shall be determined as of the date that notice of the claim with respect to such Expense or Loss shall be given to the Indemnified Party.

SECTION 11.6 Procedures for Indemnification of Third-Party Claims.

(a) If any Third Party shall make any claim or commence any Action (each such claim or Action being a “Third-Party Claim”) against any one or more of the Indemnified Parties with respect to which an Indemnified Party intends to make any claim for indemnification against Marathon Petroleum under Section 11.2 or against Marathon Oil under Section 12.3, such Indemnified Party shall promptly, but in no event later than 10 days after receipt by the Indemnified Party of written notice of the Third-Party Claim, give written notice to the Indemnifying Party describing such Third-Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party to provide notice in accordance with this Section 11.6(a) shall not relieve the related Indemnifying Party of its obligations under this Article XI, except to the extent that such Indemnifying Party is actually prejudiced by such failure to provide prompt notice.

(b) The Indemnifying Party shall have 21 days after its receipt of the notice referred to in Section 11.6(a) to notify the Indemnified Party that it elects to conduct and control the defense of such Third-Party Claim. If the Indemnifying Party does not give the foregoing notice, the Indemnified Party shall have the right to defend, contest, settle or compromise such Third-Party Claim in the exercise of its reasonable discretion, subject to the provisions of this Section 11.6, and the Indemnifying Party shall, upon request from any of the Indemnified Parties, promptly pay to such Indemnified Parties in accordance with the other terms of this Section 11.6(b) the amount of any Expense or Loss subject to indemnification hereunder resulting from the Third-Party Claim. If the Indemnifying Party gives the foregoing notice that it elects to conduct and control the defense of such Third-Party Claim, the Indemnifying Party shall have the right, at its sole expense, to undertake, conduct and control, through counsel reasonably acceptable to the Indemnified Party, the conduct and settlement of such Third-Party Claim, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith, provided that: (i) the Indemnifying Party shall use its reasonable best efforts to prevent any lien, encumbrance or other adverse charge to thereafter attach to any asset of any Indemnified Party; (ii) the Indemnifying Party shall use its reasonable best efforts to prevent any injunction against any Indemnified Party; (iii) the Indemnifying Party shall permit the Indemnified Party and any counsel chosen by the Indemnified Party and reasonably acceptable to the Indemnifying Party to monitor such conduct or settlement and shall provide the Indemnified Party and any such counsel with such information regarding such Third-Party Claim as either of them may reasonably

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request (which request may be general or specific), but the fees and expenses of such counsel chosen by the Indemnified Party shall be borne by the Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed that the Indemnifying Party should pay for such counsel or (B) the named parties to any such Third-Party Claim include the Indemnified Party and the Indemnifying Party and representation of both parties by the same counsel would be inappropriate due to actual or reasonably likely conflicts of interest between them, in either of which cases the reasonable fees and disbursements of counsel for such Indemnified Party shall be paid or reimbursed by the Indemnifying Party; and (iv) the Indemnifying Party shall agree promptly to reimburse to the extent required under this Article XI the Indemnified Party for the full amount of any Expense or Loss resulting from such Third-Party Claim. A Party’s defense of any Third-Party Claim pursuant to Section 11.6(b) includes the right (after consultation with the other Party following at least 21 days’ written notice thereof) to compromise, settle or consent to the entry of any judgment or determination of liability concerning such Third-Party Claim; provided, however, that, in no event shall the Indemnifying Party, without the prior written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment if the effect thereof is (i) to permit any injunction, declaratory judgment, other order or other non-monetary relief to be entered, directly or indirectly, against such Indemnified Party or (ii) in the reasonable judgment of such Indemnified Party (as reflected in a written objection delivered by such Indemnified Party to the Indemnifying Party within the period of 21 days following receipt of the written notice described above in this Section 11.6(b)), have a material adverse financial impact or a material adverse effect upon the ongoing operations of such Indemnified Party (taken together with its Subsidiaries). Notwithstanding any other provision of this Section 11.6, unless otherwise specifically agreed to by the Parties in writing (which agreement may not be unreasonably withheld, conditioned or delayed), neither Party shall enter into any compromise or settlement or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the Third Party of a release of both the Indemnitee and the Indemnifying Party (and their respective Subsidiaries) from all further liability concerning such Third-Party Claim.

(c) If the Indemnifying Party shall not have undertaken the conduct and control of the defense of any Third-Party Claim as provided above, the Indemnifying Party shall nevertheless be entitled through counsel chosen by the Indemnifying Party and reasonably acceptable to the Indemnified Party to monitor the conduct or settlement of such claim by the Indemnified Party, and the Indemnified Party shall provide the Indemnifying Party and such counsel with such information regarding such Third-Party Claim as either of them may reasonably request (which request may be general or specific), but all costs and expenses incurred in connection with such monitoring shall be borne by the Indemnifying Party. In any such case, the Indemnified Party shall have the right to compromise, settle or consent to the entry of any judgment with respect to such Third-Party Claim as provided in Section 11.6(b) without the consent of the Indemnifying Party.

(d) If the Indemnified Party determines in its reasonable judgment that the Indemnifying Party is not contesting such Third-Party Claim in good faith or is not settling such Third-Party Claim in accordance with this Section 11.6, the Indemnified Party shall have the right to undertake control of the defense of such Third-Party Claim upon five days written notice to the Indemnifying Party and thereafter to defend, contest, settle or compromise such Third-

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Party Claim in the exercise of its exclusive discretion. In any such case, the Indemnified Party shall have the right to compromise, settle or consent to the entry of any judgment with respect to such Third-Party Claim as provided in Section 11.6(b) without the consent of the Indemnifying Party and at the sole expense of the Indemnifying Party.

(e) In the event of any payment by or on behalf of any Indemnifying Party to any Indemnified Party in connection with any Third-Party Claim, the Indemnifying Party will be subrogated to and will stand in the place of such Indemnified Party to the extent of such payment as to any events or circumstances in respect of which such Indemnified Party may have any right, defense or claim relating to the Third-Party Claim against any claimant or plaintiff asserting the Third-Party Claim or against any other Person (other than another Indemnified Party). Such Indemnified Party will cooperate with the Indemnifying Party in a reasonable manner, and at the cost and expense of the Indemnifying Party, in prosecuting any subrogated right, defense or claim.

(f) If an Action is commenced by a Third Party naming both one or more Marathon Oil Parties and one or more Marathon Petroleum Parties as defendants thereto, such Action will be handled in accordance with Section 7.7(b), to the extent applicable. Except as provided in Section 11.8, in the event of any Action in which the Indemnifying Party and the Indemnified Party each have Liability, then at the request of either Party, the Parties will endeavor to agree on an apportionment of Liability and Out-of-Pocket Expenses related to the defense of such Action. In the event of any Action in which the Indemnifying Party is not also a named defendant, at the request of either the Indemnified Party or Indemnifying Party, the Parties will use reasonable efforts to substitute the Indemnifying Party for the named defendant in the Action.

(g) With respect to any Proceeding (as defined in the Tax Sharing Agreement), the provisions of the Tax Sharing Agreement (and not the provisions of this Section 11.6) shall apply.

SECTION 11.7 Procedures for Indemnification of Direct Claims. If any claim for indemnification on account of an Expense or a Loss that does not result from a Third-Party Claim is to be made directly by the Indemnified Party against the Indemnifying Party, the Indemnified Party shall promptly after learning of such direct claim give written notice to the Indemnifying Party describing such claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party to provide notice in accordance with this Section 11.7 shall not relieve the Indemnifying Party of its obligations under this Article XI, except to the extent that such Indemnifying Party is actually prejudiced by such failure to provide prompt notice. Such notice may be given by email or other electronic means. Such Indemnifying Party shall have a period of 21 days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 21-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to provide indemnification with respect to such claim. If such Indemnifying Party does not respond within such 21-day period or does respond within such 21-day period and rejects such claim in whole or in part, such Indemnified Party shall be free to pursue resolution as provided in Article XII.

SECTION 11.8 Contribution. If the indemnification provided for in this Article XI is judicially determined to be unavailable (other than in accordance with the terms of this

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Agreement, in which case this Section 11.8 shall not apply) to an Indemnified Party in respect of any Losses or Expenses referred to herein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Expense or Loss in such proportion as is appropriate to reflect the relative fault of the Marathon Petroleum Indemnified Parties, on the one hand, and the Marathon Oil Indemnified Parties, on the other hand, in connection with the conduct, statements or omissions that resulted in such Expense or Loss. The relative fault of any Marathon Petroleum Indemnified Party, on the one hand, and of any Marathon Oil Indemnified Party, on the other hand, in the case of any Expense or Loss arising out of or related to information contained in the Form 10 Registration Statement, the Information Statement, any Notes Offering Memorandum, the Stock Options Registration Statement (or related prospectus forming a part thereof), any other registration statement filed by Marathon Petroleum (or related prospectus forming a part thereof) or other securities law filing shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission of a material fact relates to information supplied by the Marathon Petroleum Business or a Marathon Petroleum Indemnified Party, on the one hand, or by the Marathon Oil Business or a Marathon Oil Indemnified Party, on the other hand. Only the Designated Marathon Information shall be deemed supplied by the Marathon Oil Business or the Marathon Oil Indemnified Parties. All other information in the Form 10 Registration Statement, the Information Statement, any Notes Offering Memorandum, the Stock Options Registration Statement (or related prospectus forming a part thereof) and any other registration statement filed by Marathon Petroleum (or related prospectus forming a part thereof) shall be deemed supplied by the Marathon Petroleum Business or the Marathon Petroleum Indemnified Parties. The Parties agree that it would not be just and equitable if contribution were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above.

SECTION 11.9 Remedies Cumulative. The remedies provided in this Article XI shall be cumulative and, subject to the provisions of Article XI, shall not preclude assertion by an Indemnified Party of any other rights or the seeking of any and all other remedies against any Indemnifying Party; provided that the procedures set forth in this Article XI shall be the exclusive procedures governing any indemnity action brought under this Agreement.

SECTION 11.10 Survival. All covenants and agreements of the Parties contained in this Agreement relating to indemnification shall survive the Distribution Date indefinitely, unless a specific survival or other applicable period is expressly set forth herein.

SECTION 11.11 No Special Damages. IN NO EVENT SHALL ANY PARTY BE LIABLE UNDER THIS ARTICLE XI OR OTHERWISE IN RESPECT OF THIS AGREEMENT OR ANY OPERATING AGREEMENT FOR EXEMPLARY, SPECIAL, PUNITIVE, INDIRECT, REMOTE, SPECULATIVE OR CONSEQUENTIAL DAMAGES (INCLUDING IN RESPECT OF LOST PROFITS OR REVENUES), HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT TO THE EXTENT ANY SUCH PARTY INCURS SUCH DAMAGES PAYABLE TO A THIRD PARTY IN CONNECTION WITH

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A THIRD-PARTY CLAIM, IN WHICH EVENT SUCH DAMAGES SHALL BE RECOVERABLE.

SECTION 11.12 Ancillary Agreements. Notwithstanding anything in this Agreement to the contrary, to the extent any Operating Agreement contains any indemnification obligation or contribution obligation relating to any Marathon Oil Liability, Marathon Petroleum Liability or Transferred Asset contributed, assumed, retained, transferred, delivered, conveyed or governed pursuant to such Operating Agreement, the indemnification obligations and contribution obligations contained herein shall not apply to such Marathon Oil Liability, Marathon Petroleum Liability or Transferred Asset and instead the indemnification obligations and/or contribution obligations set forth in such Operating Agreement shall govern with regard to such Marathon Oil Liability, Marathon Petroleum Liability or Transferred Asset.

ARTICLE XII

DISPUTE RESOLUTION

SECTION 12.1 Agreement to Arbitrate. Except as otherwise specifically provided herein or in any Operating Agreement, the procedures for discussion, negotiation and arbitration set forth in this Article XII shall apply to all disputes, controversies or claims (whether sounding in contract, tort or otherwise) that may arise out of or relate to, or arise under or in connection with this Agreement or any Operating Agreement or the transactions contemplated hereby or thereby (including all actions taken in furtherance of the transactions contemplated hereby or thereby on or before the date of this Agreement or the Distribution Date), between or among any of the Marathon Oil Parties and the Marathon Petroleum Parties. Each Party hereto agrees on behalf of itself and its respective Subsidiaries that the procedures set forth in this Article XII shall be the sole and exclusive remedy in connection with any dispute, controversy or claim relating to any of the foregoing matters and irrevocably waives any right to commence any Action in or before any Governmental Authority, except as expressly provided in Section 12.7(b) and except to the extent provided under the Arbitration Act in the case of judicial review of arbitration results or awards. EACH PARTY ON BEHALF OF ITSELF AND ITS RESPECTIVE SUBSIDIARIES IRREVOCABLY WAIVES ANY RIGHT TO ANY TRIAL IN A COURT THAT WOULD OTHERWISE HAVE JURISDICTION OVER ANY CLAIM, CONTROVERSY OR DISPUTE SET FORTH IN THE FIRST SENTENCE OF THIS SECTION 12.1.

SECTION 12.2 Escalation.

(a) The Parties hereto agree to use commercially reasonable efforts to resolve expeditiously any dispute, controversy or claim between them or any of their respective Subsidiaries with respect to the matters covered hereby that may arise from time to time on a mutually acceptable negotiated basis. In furtherance of the foregoing, any Party hereto involved in a dispute, controversy or claim may deliver a notice (an “Escalation Notice”) demanding an in-person meeting involving representatives of the Parties hereto at a senior level of management of the Parties hereto (or if the Parties hereto agree, of the appropriate strategic business unit or division within each Party). A copy of any such Escalation Notice shall be given to the General Counsel, or like officer, of each Party involved in the dispute, controversy or claim (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location or

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procedures for such discussions or negotiations between the Parties may be established by the Parties from time to time; provided, however, that the Parties shall use commercially reasonable efforts to meet within 30 days of the Escalation Notice.

(b) If the Parties are unable to resolve the dispute within 30 business days after the date of the Escalation Notice, any Party hereto will have the right to begin arbitration and submit an Arbitration Demand Notice in accordance with Section 12.3.

(c) The Parties may, by mutual consent, select a mediator to aid the Parties in their discussions and negotiations. Any opinion expressed by any such mediator shall be strictly advisory and shall not be binding on the Parties, nor shall any opinion expressed by any such mediator be admissible in any arbitration proceedings. Costs of any mediation shall be borne equally by the Parties, except that each Party shall be responsible for its own expenses. Mediation is not a prerequisite to a demand for arbitration under Section 12.3.

(d) The Parties agree that all discussions, negotiations and other information exchanged between the Parties during the foregoing proceedings will be without prejudice to the legal position of a Party in any subsequent Action.

SECTION 12.3 Procedures for Arbitration.

(a) At any time following the 30 business day period set forth in Section 12.2(b) (the “Arbitration Demand Date”), any Party involved in the dispute, controversy or claim (regardless of whether such Party delivered the Escalation Notice) may, unless the Applicable Deadline (as hereinafter defined) has occurred, make a written demand (the “Arbitration Demand Notice”) that the dispute be resolved by binding arbitration, which Arbitration Demand Notice shall be given to the Parties to the dispute, controversy or claim in the manner set forth in Section 14.9. If any Party shall deliver an Arbitration Demand Notice to another Party, such other Party may itself deliver an Arbitration Demand Notice to such first Party with respect to any related dispute, controversy or claim with respect to which the Applicable Deadline has not passed without the requirement of delivering an Escalation Notice. No Party may assert that the failure to resolve any matter during any discussions or negotiations, the course of conduct during the discussions or negotiations or the failure to agree on a mutually acceptable time, agenda, location or procedures for the meeting, in each case, as contemplated by Section 12.2, is a prerequisite to a demand for arbitration under this Section 12.3. If either Party delivers an Arbitration Demand Notice with respect to any dispute, controversy or claim that is the subject of any then pending arbitration proceeding or of a previously delivered Arbitration Demand Notice, all such disputes, controversies and claims shall be resolved in the arbitration proceeding for which an Arbitration Demand Notice was first delivered unless the arbitrator in his or her sole discretion determines that it is impracticable or otherwise inadvisable to do so.

(b) Except as may be expressly provided in any Operating Agreement, any Arbitration Demand Notice may be given until two years after the later of (i) the occurrence of the act or event giving rise to the underlying claim (it being understood that in the case of a Third-Party Claim, such date shall be the date of assertion of the Third-Party Claim rather than the act or event underlying the Third-Party Claim) and (ii) the date on which such act or event was, or should have been, in the exercise of reasonable due diligence, discovered by the Party

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asserting the claim (as applicable and as it may in a particular case be specifically extended by the Parties in writing, the “Applicable Deadline”). Any discussions, negotiations or mediations between the Parties pursuant to this Agreement or otherwise will not toll the Applicable Deadline unless expressly agreed in writing by the Parties. Each Party agrees, on behalf of itself and its respective Subsidiaries, that, if an Arbitration Demand Notice with respect to a dispute, controversy or claim is not given prior to the expiration of the Applicable Deadline, such dispute, controversy or claim will be barred. Subject to Section 12.7(d), upon delivery of an Arbitration Demand Notice pursuant to Section 12.3(a) prior to the Applicable Deadline, the dispute, controversy or claim shall be decided by one or more arbitrators in accordance with the rules set forth in this Article XII.

SECTION 12.4 Selection of Arbitrator.

(a) Except as otherwise set forth herein, any arbitration hereunder will be conducted in accordance with the American Arbitration Association (the “AAA”) Comprehensive Arbitration Rules and Procedures then prevailing. Unless the Parties otherwise agree, any such arbitration shall be conducted by and before a single arbitrator. Within 16 days following the delivery of any Arbitration Demand Notice hereunder, the Parties shall jointly request AAA to nominate ten candidates to act as arbitrator with respect to the dispute, by written notice to the Parties (provided, however, that, if the Party that submitted the Arbitration Demand Notice is unable to obtain the cooperation of the other Party to make such joint request, the Party that submitted such notice may make the request on behalf of both parties). Within 10 days following their receipt of such notice from AAA, the Parties shall concurrently exchange their respective rankings of the ten candidates and shall seek to select the arbitrator by mutual agreement. If the Parties do not reach agreement on the selection of the arbitrator within 20 days following their receipt of the notice from AAA providing the ten candidates (as evidenced by their joint notice of selection to AAA), the selection shall be made by AAA, which selection will take into account the Parties’ rankings of the candidates referred to in the immediately preceding sentence, if such rankings are provided to AAA. If the Parties determine, by mutual written agreement, to utilize an arbitration panel, consisting of two or more arbitrators, in connection with any dispute, each such arbitrator shall be selected pursuant to the procedures set forth in this Section 12.4(a) (and, in that event, any references to the “arbitrator” in this Article XII shall be deemed to refer such arbitration panel or each such arbitrator or any such arbitrator, as the context indicates or requires). Any arbitrator selected pursuant to this Section 12.4(a) shall be neutral and disinterested with respect to each of the Parties and the matter and shall be reasonably competent in the applicable subject matter.

(b) The arbitrator selected pursuant to Section 12.4(a) will set a time for the hearing of the matter, which will commence no later than 180 days after the selection of the arbitrator pursuant to Section 12.4(a). The arbitrator may extend such period at his or her discretion pursuant to a reasoned request from either Party or on his or her own initiative if it is necessary to do so. The arbitrator shall use his or her best efforts to reach a final decision and render the same in writing to the Parties not later than 60 days after the last hearing date, unless otherwise agreed by the Parties in writing. Failure of the arbitrator to do so, however, shall not be a basis for challenging the decision.

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SECTION 12.5 Hearings. The arbitrator shall actively manage the arbitration with a view to achieving a just, speedy and cost-effective resolution of the dispute, claim or controversy. The arbitrator shall determine whether an oral hearing is required or whether the dispute should be submitted for a judgment or decision based on written submissions, verified witness statements and other written evidence. The arbitrator may, in his or her sole discretion, set time and other limits on the presentation of each Party’s case, its memoranda or other submissions, and refuse to receive any proffered evidence that the arbitrator finds to be cumulative, unnecessary, irrelevant or of low probative nature. The decision of the arbitrator will be final and binding on the Parties, and judgment thereon may be had and will be enforceable in any court having jurisdiction over the Parties. Arbitration awards will bear interest from the date of the award at an annual rate of the Prime Rate plus 2%. To the extent that the provisions of this Agreement and the prevailing rules of the AAA conflict, the provisions of this Agreement shall govern.

SECTION 12.6 Discovery and Certain Other Matters.

(a) Discovery procedures available in litigation before the courts shall not apply in any arbitration proceedings hereunder. Any Party involved in the applicable dispute, controversy or claim may request limited document production from the other Party or Parties of specific and expressly relevant documents, with the reasonable expenses of the producing Party or Parties incurred in such production paid by the requesting Party. Any such discovery shall be conducted expeditiously and shall not cause the hearing provided for in Section 12.5 to be adjourned except upon consent of both Parties or upon a showing of cause demonstrating that such adjournment is necessary to permit discovery essential to a Party to the proceeding. Depositions, interrogatories or other forms of discovery (other than the document production set forth above) shall not occur except by consent of all Parties involved in the applicable dispute, controversy or claim. Disputes concerning the scope of document production and enforcement of the document production requests will be referred to the arbitrator for resolution. All discovery requests will be subject to the Parties’ rights to claim any applicable privilege. The arbitrator will adopt procedures to protect the proprietary rights of the Parties and to maintain the confidential treatment of the arbitration proceedings (except as may be required by applicable law). Subject to the foregoing, the arbitrator shall have the power to issue subpoenas to compel the production of documents relevant to the dispute, controversy or claim.

(b) The arbitrator shall have full power and authority to determine issues of arbitrability but shall otherwise be limited to interpreting or construing the applicable provisions of this Agreement or any Operating Agreement, and will have no authority or power to limit, expand, alter, amend, modify, revoke or suspend any condition or provision of this Agreement or any Operating Agreement; it being understood, however, that the arbitrator will have full authority to implement the provisions of this Agreement or any Operating Agreement and to fashion appropriate remedies for breaches of this Agreement (including interim or permanent injunctive relief); provided, however, that the arbitrator shall not have (i) any authority in excess of the authority a court having jurisdiction over the Parties and the controversy or dispute would have absent these arbitration provisions or (ii) any right or power to award exemplary, punitive, special, indirect, consequential, remote or speculative damages (including in respect of lost profits or revenues) or treble damages (provided that this clause (ii) shall not limit the award of any such damages to the extent they are included in any Liabilities to third parties as to which the

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provisions of this Article XII are applicable). It is the intention of the Parties that in rendering a decision the arbitrator gives effect to the applicable provisions of this Agreement and the Operating Agreements and follow applicable law (it being understood and agreed that this sentence shall not give rise to a right of judicial review of the award of the arbitrator).

(c) If a Party fails or refuses to appear at and participate in an arbitration hearing after due notice, the arbitrator may hear and determine the controversy upon evidence produced by the appearing Party. Any decision rendered under such circumstances shall be as valid and enforceable as if the Parties had appeared and participated fully at all stages.

(d) The fees of the arbitrator and all other arbitration costs shall be borne equally by each Party involved in the matter, except that each Party shall be responsible for its own attorney’s fees and other costs and expenses, including the costs of witnesses selected by such Party.

SECTION 12.7 Certain Additional Matters.

(a) Any arbitration award shall be an award with a holding in favor of or against a Party and shall include findings as to facts, issues or conclusions of law (including with respect to any matters relating to the validity or infringement of patents or patent applications) and shall include a statement of the reasoning on which the award rests. The award must also be in adequate form so that a judgment of a court may be entered thereupon. Judgment upon any arbitration award hereunder may be entered in any court having jurisdiction thereof. Any award shall not be vacated or appealed except on the bases of (i) the award being procured by fraud or corruption, (ii) the arbitrator being partial or corrupt, (iii) the arbitrator wrongfully refusing to postpone a hearing or hear evidence, or (iv) the arbitrator exceeding the scope of the power granted to the arbitrator in this Agreement.

(b) Regardless of whether an Escalation Notice has been delivered, prior to the time at which the arbitrator is appointed pursuant to Section 12.4, either Party may seek one or more temporary restraining orders in a court of competent jurisdiction if necessary in order to preserve and protect the status quo. Neither the request for, nor the grant or denial of, any such temporary restraining order shall be deemed a waiver of the obligation to arbitrate as set forth herein, and the arbitrator may order the Parties to petition the court to dissolve, continue or modify any such order. Any such temporary restraining order shall remain in effect until the first to occur of the expiration of the order in accordance with its terms or the dissolution thereof.

(c) Except as required by law, the Parties shall hold, and shall cause their respective officers, directors, employees, agents and other representatives to hold, the existence, content and result of mediation or arbitration in confidence in accordance with the provisions of Article XIII and except as may be required in order to enforce any award. Each of the Parties shall request that the arbitrator comply with such confidentiality requirement.

(d) If at any time the arbitrator shall fail to serve as such for any reason, the Parties shall select a new arbitrator who shall be disinterested as to the Parties and the matter in accordance with the procedure set forth herein for the selection of the initial arbitrator. The extent, if any, to which testimony previously given shall be repeated or as to which the

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replacement arbitrator elects to rely on the stenographic record (if there is one) of such testimony shall be determined by the arbitrator.

SECTION 12.8 Continuity of Service and Performance. Unless otherwise agreed in writing, the Parties will continue to provide service and honor all other commitments under this Agreement and each Operating Agreement during the course of dispute resolution pursuant to the provisions of this Article XII with respect to all matters not subject to such dispute, controversy or claim to the extent such Party is obligated to do so pursuant to the underlying agreement.

SECTION 12.9 Law Governing Arbitration Procedures. The interpretation of the provisions of this Article XII, only insofar as they relate to the agreement to arbitrate and any procedures pursuant thereto, shall be governed by the Arbitration Act and other applicable U.S. federal law. In all other respects, the interpretation of this Agreement shall be governed as set forth in Section 14.2.

SECTION 12.10 Choice of Forum. Any arbitration proceedings hereunder shall take place in Atlanta, Georgia, unless another location is otherwise agreed to in writing by the Parties.

ARTICLE XIII

ACCESS TO INFORMATION AND SERVICES

SECTION 13.1 Agreement for Exchange of Information.

(a) At all times from and after the Distribution Date for a period of ten years, as soon as reasonably practicable after written request: (i) Marathon Oil shall afford to the Marathon Petroleum Parties and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at Marathon Petroleum’s written request and expense, provide copies of, all records, books, contracts, instruments, data, documents and other information (collectively, “Information”) in the possession or under the control of Marathon Oil immediately following the Distribution Date to the extent relating to Marathon Petroleum, the Marathon Petroleum Business immediately following the Distribution Date or the employees of the Marathon Petroleum Business; and (ii) Marathon Petroleum shall afford to the Marathon Oil Parties and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at Marathon Oil’s written request and expense, provide copies of, all Information in the possession or under the control of Marathon Petroleum immediately following the Distribution Date to the extent relating to Marathon Oil, the Marathon Oil Business immediately following the Distribution Date or the employees of the Marathon Oil Business or to the extent requested by Marathon Oil in connection with the determination or verification of the aggregate amount of cash and cash equivalents held by the Marathon Petroleum Parties as of the Distribution Date in order to comply with the provisions of Section 3.2(g); provided, however, that in the event that either Marathon Oil or Marathon Petroleum determines that any such provision of or access to Information would be commercially detrimental in any material respect, violate any law or agreement or waive any attorney client privilege, the work product doctrine or other applicable privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence.

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(b) Any Party hereto may request Information under Section 13.1 or Section 13.7: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting Party (including under applicable securities laws) by a Governmental Authority having jurisdiction over the requesting Party; (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims defense, regulatory filings, litigation or other similar requirements; (iii) for use in compensation, benefit or welfare plan administration or other bona fide business purposes; or (iv) to comply with its obligations under this Agreement or any Operating Agreement.

(c) Without limiting the generality of the foregoing, until the end of the first full fiscal year of Marathon Petroleum occurring after the Distribution Date (and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), each Party shall use its commercially reasonable efforts to cooperate with the other Party’s Information requests to enable the other Party to meet its timetable for dissemination of its earnings releases and financial statements and enable such other Party’s independent registered public accounting firm to timely complete their audit of the annual financial statements and review of the quarterly financial statements.

(d) Notwithstanding any other provision of this Article XIII, neither Party shall be required to deliver or make available to the other books and records or portions thereof which are subject to any applicable law, rule or regulation or confidentiality agreements which would by their terms prohibit such delivery; provided, however, if requested by the other Party, such Party shall use commercially reasonable efforts to seek a waiver of or other relief from such confidentiality restriction.

(e) To the extent any books or records are subject to restrictions or limitations set forth the Employee Matters Agreement, such restrictions and limitations shall apply to such books or records, notwithstanding any provisions of this Agreement.

(f) The Parties’ obligations to provide Information and cooperation with respect to taxes shall be governed by the Tax Sharing Agreement, and not by this Section 13.1.

SECTION 13.2 Ownership of Information. After the Effective Time, the Marathon Oil Parties shall own all Information, including all trade secrets, and all copyrights in any tangible expressions thereof, then in the possession or under the control of the Marathon Oil Parties or the Marathon Petroleum Parties, relating primarily to the Marathon Oil Business. The Marathon Oil Parties hereby grant the Marathon Petroleum Parties a nonexclusive, nonassignable, worldwide, royalty-free, perpetual license to use any such Information being used by the Marathon Petroleum Parties as of the Effective Time as permitted by the policies and procedures in effect within Marathon Oil and its Subsidiaries (including Marathon Petroleum and its Subsidiaries) immediately prior to the Effective Time. After the Effective Time, the Marathon Petroleum Parties shall own all Information, including all trade secrets, and all copyrights in any tangible expressions thereof, then in the possession or under the control of the Marathon Oil Parties or the Marathon Petroleum Parties, relating primarily to the Marathon Petroleum Business. The Marathon Petroleum Parties hereby grant the Marathon Oil Parties a nonexclusive, nonassignable, worldwide, royalty-free, perpetual license to use any such Information being used

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by the Marathon Oil Parties as of the Effective Time as permitted by the policies and procedures in effect within Marathon Oil and its Subsidiaries (including Marathon Petroleum and its Subsidiaries) immediately prior to the Effective Time. Notwithstanding the above: (i) all Information, including all trade secrets, and all copyrights in any tangible expressions thereof, relating to gas-to-fuels, gas-to-liquids hydrates, SCRUB (kinetic cracking), solvent extraction, oil sands tailings recovery, and down-hole technologies shall be the property of Marathon Oil or MOC; and (ii) all Information, including all trade secrets, and all copyrights in any tangible expressions thereof, relating to refined products pricing, retail marketing, or to Marathon Petroleum refineries, pipelines, terminals, tugs or barges, shall be the property of Marathon Petroleum. Any Information owned by one Party that is provided to a requesting Party pursuant to Section 13.1 shall be deemed to remain the property of the providing Party. Except as specifically set forth herein, nothing contained in this Agreement shall be construed to grant or confer rights of license or otherwise in any such Information.

SECTION 13.3 Compensation for Providing Information. The Party requesting Information agrees to reimburse the providing Party for the reasonable costs, if any, of gathering and copying such Information, to the extent that such costs are incurred for the benefit of the requesting Party. Except as otherwise specifically provided in this Agreement, such costs shall be computed in accordance with the providing Party’s standard methodology and procedures, if any, and if there is no such standard methodology and procedures, then on a commercially reasonable basis.

SECTION 13.4 Retention of Records. To facilitate the possible exchange of Information pursuant to this Article XIII after the Distribution Date, except as otherwise required or agreed in writing, or as otherwise provided in the Tax Sharing Agreement, the Parties hereto agree to use commercially reasonable efforts to retain all Information in their respective possession or control on the Distribution Date in accordance with the policies and procedures of Marathon Oil as in effect on the Distribution Date or such other commercially reasonable policies and procedures as may be adopted by the applicable Party after the Distribution Date as provided herein. For a period of ten years following the Distribution Date, prior to amending in any material respect its policies and/or legal hold procedures with respect to retention of Information held by such Party as of the Effective Time, the Party proposing to amend its policies and/or legal hold procedures shall, to the extent practicable, provide no less than 30 days’ prior written notice to the other Party, specifying the amendments proposed to be made, and if, prior to the scheduled date for implementation of such amended policies and/or legal hold procedures, the other Party requests in writing that implementation of such amended policies and/or legal hold procedures be delayed, the other Party shall defer implementation for an additional 30 days and shall discuss in good faith during such 30-day period the written concerns and objections of the other Party. Notwithstanding the foregoing, no Party hereto shall be required to delay implementation of any amendment to Information retention policies and legal hold procedures to the extent such amendments are required by applicable law.

SECTION 13.5 Limitation of Liability. Except as expressly provided in this Agreement, no Party shall have any liability to the other Party (a) if any Information exchanged or provided pursuant to this Agreement is found to be inaccurate, in the absence of willful misconduct or fraud by the Party providing such Information, or (b) if any Information is

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destroyed despite using commercially reasonable efforts to comply with the provisions of Section 13.4.

SECTION 13.6 Production of Witnesses. At all times from and after the Distribution Date, each Party shall use commercially reasonable efforts to make available to the other Party (without cost (other than reimbursement of actual Out-of-Pocket Expenses) to, and upon prior written request of, the other Party) its directors, officers, employees and agents as witnesses to the extent that the same may reasonably be required by the other Party (giving consideration to business demands of such directors, officers, employees and agents) in connection with any legal, administrative or other proceeding in which the requesting Party may from time to time be involved with respect to the Marathon Petroleum Business, the Marathon Oil Business or any transactions contemplated hereby; provided, however, that direct claims or proceedings solely involving claims by one Party against the other Party shall be governed by the provisions of Article XII.

SECTION 13.7 Sharing of Knowledge. For a period of two years following the Distribution Date, subject to any limitations set forth in any Operating Agreement, as soon as reasonably practicable after written request: (i) to the extent that information or knowledge with respect to the Marathon Petroleum Business is available through discussions with employees of the Marathon Oil Parties, Marathon Oil shall make such employees reasonably available to Marathon Petroleum to provide such information or knowledge; and (ii) to the extent that information or knowledge relating to the Marathon Oil Business is available through discussions with employees of the Marathon Petroleum Parties, Marathon Petroleum shall make such employees reasonably available to Marathon Oil to provide such information or knowledge; provided, however, that in the event that either Marathon Oil or Marathon Petroleum determines that any such provision of such information or knowledge would be commercially detrimental in any material respect, violate any law or agreement or waive any attorney-client privilege, the work product doctrine or other applicable privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. The Party receiving information or knowledge shall retain such information or knowledge in accordance with the policies and procedures of Marathon Oil as in effect on the Distribution Date.

SECTION 13.8 Confidentiality.

(a) From and after the Distribution Date, each of Marathon Oil and Marathon Petroleum shall hold, and shall cause their respective Subsidiaries and its and their directors, officers, employees, agents, consultants, advisors, and other representatives (collectively, “Representatives”) to hold, in strict confidence, with at least the same degree of care that applies to Marathon Oil’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving Party after the Distribution Date, all Confidential Information of the disclosing Party or any of its Subsidiaries obtained by it prior to the Distribution Date, accessed by it pursuant to Section 13.1 or furnished to it by or on behalf of the disclosing Party or any of its Subsidiaries pursuant to this Agreement or, to the extent not addressed in an Operating Agreement, any agreement contemplated hereby, shall not use such Confidential Information (except as contemplated by this Agreement, an Operating Agreement or any agreement contemplated hereby) and shall not

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release or disclose such Confidential Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 13.8; provided, however, Confidential Information does not include information that a receiving Party can show that such information (A) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (B) has been furnished or made known to the receiving Party without any obligation to keep it confidential by a Third Party under circumstances which are not known to the receiving Party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving Party as contemplated under this Agreement. Each of Marathon Oil and Marathon Petroleum, respectively, shall be responsible for any breach of this Section 13.8 by any of its Representatives.

(b) If a Party is required to produce Confidential Information that it received from the disclosing Party in response to a subpoena or other demand for disclosure of a Governmental Authority, or in order to obtain or maintain any required governmental approval or comply with any applicable law, rule or regulation, any accounting or SEC disclosure obligation or any rule of any stock exchange on which the shares of such Party’s stock have been or will be traded, such Party shall, to the extent legally permissible, provide prior written notice to the disclosing Party before producing such Confidential Information. Upon receipt of such notice, the disclosing Party shall promptly (i) seek an appropriate protective order or (ii) waive the confidentiality obligations hereunder to the extent necessary to permit the other Party to respond to the demand or fully satisfy the relevant requirement or obligation. If a Party is nonetheless legally compelled to disclose Confidential Information and the disclosing Party does not promptly respond as required by this Section 13.8(b), such Party may disclose the Confidential Information described in such Party’s prior written notice to the extent necessary to respond to the demand or fully satisfy the relevant requirement or obligation.

(c) Without limiting the generality of Section 13.8(a) from and after the Distribution Date, each of Marathon Oil and Marathon Petroleum will implement and maintain security measures with at least the same degree of care that applies to Marathon Oil’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving Party after the Distribution that are designed to: (i) secure and maintain the confidentiality of Confidential Information of the other Party; (ii) protect Confidential Information of the other Party against anticipated threats or hazards; and (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of Confidential Information of the disclosing Party.

(d) Each of Marathon Oil and Marathon Petroleum agrees on behalf of itself and their respective Subsidiaries that in the performance of its obligations under this Agreement or the Operating Agreements, it is a “data processor” to the extent it “processes personal data” on behalf of the other Party within a European Economic Area country or received from the other Party’s operations in such a country. The terms “data processor,” “processes personal data” and “data controller” shall have the meaning given or applicable to them in the European Union’s Directive 95/46/EC regarding the protection of personal data.

(e) Each recipient of Confidential Information of the other may utilize and enhance its knowledge and experience retained in intangible form in the unaided memories of its

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Representatives as a result of developing, working with, or viewing the other Party’s Confidential Information (collectively, “Unaided Knowledge”). So long as the recipient otherwise complies with Section 13.8 of this Agreement, the recipient may develop, disclose, market, transfer and/or use Unaided Knowledge, and the other Party shall not have any rights in the works created using such Unaided Knowledge nor any rights to compensation related to the recipient’s use of such Unaided Knowledge, nor any rights in the recipient’s business endeavors.

(f) Each of Marathon Oil and Marathon Petroleum acknowledges that the disclosing Party would not have an adequate remedy at law for the breach by the receiving Party of any one or more of the covenants contained in this Section 13.8 and agrees that, in the event of such breach, the disclosing Party may, in addition to the other remedies that may be available to it, apply to a court for an injunction to prevent breaches of this Section 13.8 and to enforce specifically the terms and provisions of this Section 13.8. Notwithstanding any other Section hereof, the provisions of this Section 13.8 shall survive the Distribution Date indefinitely.

(g) This Section 13.8 shall not apply with respect to Confidential Information furnished to the receiving Party or accessed by the receiving Party pursuant to a Commercial Agreement, except to the extent that such Commercial Agreement incorporates the provisions of this Section 13.8 by reference.

(h) Notwithstanding the limitations set forth in this Section 13.8, with respect to financial and other information related to the Marathon Petroleum Parties for the periods during which such Marathon Petroleum Parties were Subsidiaries of Marathon Oil, Marathon Oil shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures to the extent such information has customarily been included by Marathon Oil in such disclosures and in its reports, statements or other documents filed or furnished with the SEC in accordance with applicable law, rules or regulations.

SECTION 13.9 Privileged Matters.

(a) Each of Marathon Oil and Marathon Petroleum agrees to use commercially reasonable efforts to maintain, preserve and, following the written request of the other Party, assert all privileges, including privileges arising under or relating to the attorney-client relationship (which shall include the attorney-client and work product privileges), not heretofore waived, that relate to the Marathon Petroleum Business or the Marathon Oil Business for any period prior to the Distribution Date (each a “Privilege”). Each Party hereto acknowledges and agrees that any costs associated with asserting any Privilege shall be borne by the Party requesting that such Privilege be asserted. Each Party agrees that it shall not knowingly waive any Privilege that could be asserted under applicable law without the prior written consent of the other Party. Each Party agrees that it will not produce or disclose any information that it believes or has reason to believe may be covered by a Privilege of the other Party under this Section 13.9 unless (i) the other Party has provided its written consent to such production or disclosure (which consent shall not be unreasonably withheld, conditioned or delayed) or (ii) a court of competent jurisdiction has entered a final, nonappealable order finding that the information is not entitled to protection under any applicable Privilege. The rights and obligations created by this Section 13.9 shall apply to all information relating to the Marathon Oil Business or the Marathon Petroleum Business as to which, but for the Distribution, either Party would have been entitled to

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assert or did assert the protection of a Privilege (“Privileged Information”), including (i) any and all information generated prior to the Distribution Date but which, after the Distribution, is in the possession of either Party and (ii) all information generated, received or arising after the Distribution Date that refers to or relates to Privileged Information generated, received or arising prior to the Distribution Date.

(b) Upon receipt by either Party of any subpoena, discovery or other request that may call for the production or disclosure of Privileged Information or if either Party obtains knowledge that any current or former employee of Marathon Oil or Marathon Petroleum has received any subpoena, discovery or other request that may call for the production or disclosure of Privileged Information of the other Party, such Party shall notify promptly the other Party of the existence of the request and shall provide the other Party a reasonable opportunity to review the information and to assert any rights it may have under this Section 13.9 or otherwise to prevent the production or disclosure of Privileged Information.

(c) Marathon Oil’s transfer of books and records and other information to Marathon Petroleum, and Marathon Oil’s agreement to permit Marathon Petroleum to possess Privileged Information existing or generated prior to the Distribution Date, are made in reliance on Marathon Petroleum’s agreement, as set forth in Section 13.8 and Section 13.9, to maintain the confidentiality of Privileged Information and to assert and maintain all applicable Privileges. The access to information being granted pursuant to Section 13.1, the agreement to provide witnesses and individuals pursuant to Section 13.6 and the transfer of Privileged Information to Marathon Petroleum pursuant to this Agreement shall not be deemed a waiver of any Privilege that has been or may be asserted under this Section 13.9 or otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition the rights granted to Marathon Oil in, or the obligations imposed upon Marathon Petroleum by, this Section 13.9. Marathon Petroleum’s transfer of books and records and other information to Marathon Oil, and Marathon Petroleum’s agreement to permit Marathon Oil to possess Privileged Information existing or generated prior to the Distribution Date, are made in reliance on Marathon Oil’s agreement, as set forth in Section 13.8 and Section 13.9, to maintain the confidentiality of Privileged Information and to assert and maintain all applicable Privileges. The access to information being granted pursuant to Section 13.1, the agreement to provide witnesses and individuals pursuant to Section 13.6 and the transfer of Privileged Information to Marathon Oil pursuant to this Agreement shall not be deemed a waiver of any Privilege that has been or may be asserted under this Section 13.9 or otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition the rights granted to Marathon Petroleum in, or the obligations imposed upon Marathon Oil by, this Section 13.9.

SECTION 13.10 Attorney Representation. Marathon Oil, on behalf of itself and the other Marathon Oil Parties, hereby waives any conflict of interest with respect to any attorney who is or becomes an employee of Marathon Petroleum resulting from such person being an employee of Marathon Oil or any of its Subsidiaries (including the Marathon Petroleum Parties) at any time prior to the Distribution and agrees to allow such attorney to represent the Marathon Petroleum Parties in any transaction or dispute with respect to this Agreement, the Operating Agreements, the transactions contemplated hereby and thereby and transactions between the Parties which commence following the Distribution Date. Marathon Petroleum, on behalf of itself and the other Marathon Petroleum Parties, hereby waives any conflict of interest with

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respect to any attorney who is or becomes an employee of Marathon Oil resulting from such person being an employee of Marathon Petroleum or any of its Subsidiaries (including the Marathon Oil Parties) at any time prior to the Distribution and agrees to allow such attorney to represent the Marathon Oil Parties in any transaction or dispute with respect to this Agreement, the Operating Agreements and the transactions contemplated hereby and thereby and transactions between the Parties which commence following the Distribution Date. In furtherance of the foregoing, each Marathon Oil Party and each Marathon Petroleum Party will, upon request, execute and deliver a specific waiver as may be required in connection with a particular transaction or dispute under the applicable rules of professional conduct in order to effectuate the general waiver set forth above.

SECTION 13.11 Financial Information Certifications.

(a) In order to enable the principal executive officer or officers, principal financial officer or officers and controller or controllers of Marathon Oil to make the certifications required of them under Section 302 of the Sarbanes-Oxley Act of 2002, within 30 days following the end of any fiscal quarter during which Marathon Petroleum is a Subsidiary of Marathon Oil, Marathon Petroleum shall provide a certification statement with respect to such quarter or portion thereof to those certifying officers and employees of Marathon Oil, which certification shall be in substantially the same form as had been provided by officers or employees of Marathon Petroleum in certifications delivered prior to the Distribution Date (provided that such certification shall be made by Marathon Petroleum rather than individual officers or employees), or as otherwise agreed upon between the Parties. Such certification statements shall also reflect any changes in certification statements necessitated by the transactions contemplated by this Agreement.

(b) In order to enable the principal executive officer or officers, principal financial officer or officers and controller or controllers of Marathon Petroleum to make the certifications required of them under Section 302 of the Sarbanes-Oxley Act of 2002, within 30 days following the end of any fiscal quarter during which Marathon Petroleum is a Subsidiary of Marathon Oil, Marathon Oil shall provide a certification statement with respect to testing of internal controls for corporate and shared services processes for such quarter or portion thereof to those certifying officers and employees of Marathon Petroleum, which certification shall be in substantially the same form as had been provided by officers or employees of Marathon Oil in certifications delivered to its principal executive officer, principal financial officer and controller prior to the Distribution Date (provided that such certification shall be made by Marathon Oil rather than individual officers or employees,) or as otherwise agreed upon between the Parties. Such certification statements shall also reflect any changes in certification statements necessitated by the transactions contemplated by this Agreement.

ARTICLE XIV

MISCELLANEOUS

SECTION 14.1 Entire Agreement. This Agreement and the Operating Agreements, including the Schedules and Exhibits referred to herein and therein and the documents delivered pursuant hereto and thereto, constitute the entire agreement between any of the Parties hereto with respect to the subject matter contained herein or therein, and supersede all prior agreements,

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negotiations, discussions, understandings and commitments, written or oral, between any of the Parties hereto with respect to such subject matter.

SECTION 14.2 Choice of Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY CONFLICTS OF LAW PROVISION OR RULE THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.

SECTION 14.3 Amendment. This Agreement shall not be amended, modified or supplemented except by a written instrument signed by an authorized representative of each of Marathon Oil, MOC and Marathon Petroleum.

SECTION 14.4 Waiver. Any term or provision of this Agreement may be waived, or the time for its performance may be extended, by the Party or Parties entitled to the benefit thereof. Any such waiver shall be validly and sufficiently given for the purposes of this Agreement if, as to any Party, it is in writing signed by an authorized representative of such Party. The failure of any Party to enforce at any time any provision of this Agreement shall not be construed to be a waiver of such provision, or in any way to affect the validity of this Agreement or any part hereof or the right of any Party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to constitute a waiver of any other or subsequent breach.

SECTION 14.5 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such a manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision or provisions shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

SECTION 14.6 Execution in Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original instrument, but all of which shall be considered one and the same agreement, and shall become binding when one or more counterparts have been signed by and delivered to each of the Parties hereto.

SECTION 14.7 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their successors and permitted assigns; provided, however, that the rights and obligations of any Party under this Agreement shall not be assignable by such Party without the prior written consent of the other Parties hereto. The successors and permitted assigns hereunder shall include any permitted assignee as well as the successors in interest to such permitted assignee (whether by merger, liquidation (including successive mergers or liquidations) or otherwise).

SECTION 14.8 Third-Party Beneficiaries. Except to the extent otherwise provided in Article IX (solely with respect to the directors and officers insurance policy), Article XI and Section 13.10, the provisions of this Agreement are solely for the benefit of the Parties and their

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respective Subsidiaries, Affiliates, successors and permitted assigns and shall not confer upon any Third Party any remedy, claim, liability, reimbursement or other right in excess of those existing without reference to this Agreement or any Operating Agreement.

SECTION 14.9 Notices. All notices, requests, claims, demands and other communications required or permitted hereunder shall be in writing and shall be deemed duly given or delivered (i) when delivered personally, (ii) if transmitted by facsimile when confirmation of transmission is received or by email when receipt of such email is acknowledged by return email, (iii) if sent by registered or certified mail, postage prepaid, return receipt requested, on the third business day after mailing or (iv) if sent by private courier when received; and shall be addressed as follows:

If to Marathon Oil or MOC, to:

Marathon Oil Corporation

5555 San Felipe Street

Houston, Texas 77056-2799

Attention: General Counsel

Facsimile: (713) 296-4375

Email address: sjkerrigan@marathonoil.com

If to Marathon Petroleum, to:

Marathon Petroleum Corporation

539 S. Main Street

Findlay, Ohio 45840

Attention: General Counsel

Facsimile: (419) 421-3124

Email address: jmwilder@marathonpetroleum.com

or to such other address as such Party may indicate by a notice delivered to the other Parties.

SECTION 14.10 No Reliance on Other Party. The Parties hereto represent to each other that this Agreement is entered into with full consideration of any and all rights which the Parties hereto may have. The Parties hereto have relied upon their own knowledge and judgment and have conducted such investigations they and their in-house counsel have deemed appropriate regarding this Agreement and the Operating Agreements and their rights in connection with this Agreement and the Operating Agreements. The Parties hereto are not relying upon any representations or statements made by any other Party, or any such other Party’s employees, agents, representatives or attorneys, regarding this Agreement, except to the extent such representations are expressly set forth or incorporated in this Agreement. The Parties hereto are not relying upon a legal duty, if one exists, on the part of any other Party (or any such other Party’s employees, agents, representatives or attorneys) to disclose any information in connection with the execution of this Agreement or its preparation, it being expressly understood that no Party hereto shall ever assert any failure to disclose information on the part of any other Party as a ground for challenging this Agreement or any provision hereof.

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SECTION 14.11 Performance. Each Party shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary of such Party.

SECTION 14.12 Force Majeure. No Party shall be deemed in default of this Agreement to the extent that any delay or failure in the performance of its obligations under this Agreement results from any cause beyond its reasonable control and without its fault or negligence, including acts of God, acts of civil or military authority, embargoes, epidemics, war, riots, insurrections, fires, explosions, earthquakes, floods, unusually severe weather conditions, labor problems or unavailability of parts, or, in the case of computer systems, any failure in electrical or air conditioning equipment. In the event of any such excused delay, the time for performance shall be extended for a period equal to the time lost by reason of the delay.

SECTION 14.13 Termination. Notwithstanding any provisions hereof, this Agreement may be terminated and the Distribution abandoned at any time prior to the Effective Time by and in the sole discretion of Marathon Oil without the prior the approval of Marathon Petroleum, MOC or any other Person. In the event of such termination, this Agreement shall forthwith become void and no Party shall have any liability to any Person by reason of this Agreement or such termination.

SECTION 14.14 Limited Liability. Notwithstanding any other provision of this Agreement, no individual who is a stockholder, director, employee, officer, agent or representative of Marathon Petroleum, MOC or Marathon Oil, in such individual’s capacity as such, shall have any liability in respect of or relating to the covenants or obligations of Marathon Petroleum, MOC or Marathon Oil, as applicable, under this Agreement or any Operating Agreement or in respect of any certificate delivered with respect hereto or thereto and, to the fullest extent legally permissible, each of Marathon Petroleum, MOC and Marathon Oil, for itself and its respective Subsidiaries and its and their respective stockholders, directors, employees and officers, waives and agrees not to seek to assert or enforce any such liability that any such Person otherwise might have pursuant to applicable law.

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their authorized representatives as of the date first above written.

MARATHON OIL CORPORATION
By:	/s/ Clarence P. Cazalot, Jr.
	Name:	Clarence P. Cazalot, Jr.
	Title:	President and Chief Executive Officer
MARATHON OIL COMPANY
By:	/s/ Clarence P. Cazalot, Jr.
	Name:	Clarence P. Cazalot, Jr.
	Title:	President and Chief Executive Officer
MARATHON PETROLEUM CORPORATION
By:	/s/ G. R. Heminger
	Name:	G. R. Heminger
	Title:	President

Signature Page to Separation and Distribution Agreement

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EX-10.1

Exhibit 10.1

TAX SHARING AGREEMENT

by and between

Marathon Oil Corporation,

Marathon Petroleum Corporation, and

MPC Investment LLC

Dated as of

May 25, 2011

TAX SHARING AGREEMENT

This TAX SHARING AGREEMENT (this “Agreement”), dated as of May 25, 2011, is made by and between Marathon Oil Corporation, a Delaware corporation (“Parent”), Marathon Petroleum Corporation, a Delaware corporation and indirect, wholly owned Subsidiary of Parent (“SpinCo”), and MPC Investment LLC, a Delaware limited liability company and wholly owned Subsidiary of SpinCo.

WITNESSETH

WHEREAS, the Board of Directors of Parent has determined that it is in the best interest of its shareholders to effect a reorganization and spin-off providing for the separation of the SpinCo Group (as defined below) from the Parent Group (as defined below);

WHEREAS, Parent and SpinCo have entered into a Separation and Distribution Agreement (the “Separation and Distribution Agreement”) providing for the separation of the SpinCo Group from the Parent Group;

WHEREAS, pursuant to the terms of the Separation and Distribution Agreement, Marathon Oil Company (“MOC”) will contribute certain assets to SpinCo and SpinCo will assume certain liabilities (the “MOC Contribution”), followed by MOC’s distribution of the shares of SpinCo to Parent (the “Internal Spin-Off”);

WHEREAS, pursuant to the terms of the Separation and Distribution Agreement, Parent will contribute certain assets to SpinCo and SpinCo will assume certain liabilities (the “MRO Contribution”), followed by Parent’s distribution of the shares of SpinCo to Parent’s shareholders (the “External Spin-Off” and, together with the Internal Spin-Off, the “Spin-Offs”);

WHEREAS, for U.S. federal income tax purposes, it is intended that each of (i) the MOC Contribution and the Internal Spin-Off and (ii) the MRO Contribution and the External Spin-Off shall qualify as a tax-free transaction under Sections 355(a) and 368(a)(1)(D) of the Code (as defined below);

WHEREAS, pursuant to the tax laws of various jurisdictions, the Affiliated Group (as defined below) of which Parent is the common parent files certain tax returns on a consolidated, combined, unitary or other group basis;

WHEREAS, the parties hereto wish to provide for the payment of Income Taxes (as defined below) and Other Taxes (as defined below) and entitlement to refunds thereof, allocate responsibility and provide for cooperation in connection with the filing of returns in respect of Income Taxes and Other Taxes, and provide for certain other matters relating to Income Taxes and Other Taxes.

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NOW, THEREFORE, in consideration of the premises and the representations, covenants and agreements herein contained and intending to be legally bound hereby, Parent, SpinCo, and MPC Investment LLC hereby agree as follows:

1. Definitional Provisions.

(a) Definitions. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Separation and Distribution Agreement. For purposes of this Agreement, the following terms shall have the meanings set forth below:

“Actually Realized” or “Actually Realizes” shall mean, for purposes of determining the timing of the incurrence of any Spin-Off Tax Liability, Income Tax Liability or Other Tax Liability or the realization of a Refund (or any related Income Tax or Other Tax cost or benefit), whether by receipt or as a credit or other offset to Taxes payable, by a Person in respect of any payment, transaction, occurrence or event, the time at which the amount of Income Taxes or Other Taxes paid (or Refund realized) by such Person is increased above (or reduced below) the amount of Income Taxes or Other Taxes that such Person would have been required to pay (or Refund that such Person would have realized) but for such payment, transaction, occurrence or event.

“Affiliated Group” shall mean an affiliated group of corporations within the meaning of Code Section 1504(a).

“Agreement” shall have the meaning set forth in the recitals to this Agreement.

“Ashland Adjustment” shall mean an adjustment of any item of income, gain, loss, deduction or credit attributable to the distribution by the Parent Group of the stock of Ashland, Inc. in 2005.

“Ashland TMA” shall mean the Amended and Restated Tax Matters Agreement among Ashland, Inc., ATB Holdings, Inc., EXM LLC, New EXM Inc., MOC, Parent, Marathon Domestic LLC and MPC LP dated April 27, 2005.

“Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions located in the state of New York are authorized or obligated by law or executive order to close.

“Carryback” shall mean the carryback of a Tax Attribute (including a net operating loss, a net capital loss or a tax credit) from a Post-Distribution Taxable Period to a Pre-Distribution Taxable Period.

“Code” shall mean the Internal Revenue Code of 1986.

“Combined Return” shall mean a consolidated, combined or unitary Income Tax Return or Other Tax Return that actually includes, by election or otherwise, one or more members of the Parent Group together with one or more members of the SpinCo Group. For the avoidance of

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doubt, a Combined Return shall not include an Income Tax Return of a member of the Parent Group merely because such Tax Return includes an allocable share of any items of income or guaranteed payments of MPC LP.

“Contribution” shall mean each of the MOC Contribution and the MRO Contribution.

“Distribution Date” shall mean the date on which the External Spin-Off is completed.

“Distribution-Related Proceeding” shall mean any Proceeding in which the IRS, another Tax Authority or any other party asserts a position that could reasonably be expected to adversely affect the Tax-Free Status of any of the Spin-Off-Related Transactions.

“Equity Securities” shall mean any stock or other securities treated as equity for tax purposes, options, warrants, rights, convertible debt, or any other instrument or security that affords any Person the right, whether conditional or otherwise, to acquire stock or to be paid an amount determined by reference to the value of stock.

“External Spin-Off” shall have the meaning set forth in the recitals to this Agreement.

“Fifty-Percent or Greater Interest” shall have the meaning ascribed to such term for purposes of Sections 355(d) and (e) of the Code.

“Final Determination” (and the correlative term, “Finally Determined”) shall mean the final resolution of liability for any Income Tax or Other Tax, which resolution may be for a specific issue or adjustment or for a taxable period, (a) by IRS Form 870, 870-PT or 870-AD (or any successor forms thereto), on the date of acceptance by or on behalf of the taxpayer, or by a comparable form under the laws of a state, local, or foreign taxing jurisdiction, except that a Form 870, 870-PT or 870-AD or comparable form shall not constitute a Final Determination to the extent that it reserves (whether by its terms or by operation of law) the right of the taxpayer to file a claim for Refund or the right of the Tax Authority to assert a further deficiency in respect of such issue or adjustment or for such taxable period (as the case may be); (b) by a decision, judgment, decree, or other order by a court of competent jurisdiction, which has become final and nonappealable; (c) by a closing agreement or accepted offer in compromise under Sections 7121 or 7122 of the Code, or a comparable agreement under the laws of a state, local, or foreign taxing jurisdiction; (d) by any allowance of a Refund or credit in respect of an overpayment of Income Tax or Other Tax, but only after the expiration of all periods during which such Refund may be recovered (including by way of offset) by the jurisdiction imposing such Income Tax or Other Tax; or (e) by any other final disposition, including by reason of the expiration of the applicable statute of limitations or by mutual agreement of the parties.

“Income Tax” (a) shall mean (i) any federal, state, local or foreign tax, charge, fee, impost, levy or other assessment that is based upon, measured by, or calculated with respect to (A) net income or profits (including, but not limited to, any capital gains, gross receipts, or minimum tax, and any tax on items of tax preference, but not including sales, use, value added, real property gains, real or personal property, transfer or similar taxes), (B) multiple bases (including, but not limited to, corporate franchise, doing business or occupation taxes), if one or

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more of the bases upon which such tax may be based, by which it may be measured, or with respect to which it may be calculated is described in clause (a)(i)(A) of this definition, or (C) any net worth, franchise or similar tax, in each case together with (ii) any interest and any penalties, fines, additions to tax or additional amounts imposed by any Tax Authority with respect thereto and (b) shall include any transferee or successor liability in respect of any amount described in clause (a) of this definition.

“Income Tax Benefit” shall mean, with respect to the effect of any Carryback on the Income Tax Liability of Parent or the Parent Group for any taxable period, the excess of (a) the hypothetical Income Tax Liability of Parent or the Parent Group for such taxable period, calculated as if such Carryback had not been utilized but with all other facts unchanged over (b) the actual Income Tax Liability of Parent or the Parent Group for such taxable period, calculated taking into account such Carryback (and treating a Refund as a negative Income Tax Liability, for purposes of such calculation).

“Income Tax Liabilities” shall mean all liabilities for Income Taxes.

“Income Tax Return” shall mean any return, report, filing, statement, questionnaire, declaration or other document required to be filed with a Tax Authority in respect of Income Taxes.

“Indemnified Party” shall mean any Person seeking indemnification pursuant to the provisions of this Agreement.

“Indemnifying Party” shall mean any party hereto from which any Indemnified Party is seeking indemnification pursuant to the provisions of this Agreement.

“Internal Spin-Off” shall have the meaning set forth in the recitals to this Agreement.

“IRS” shall mean the Internal Revenue Service of the United States.

“JV Entity” shall mean an entity (a) with respect to which a member of the Parent Group or the SpinCo Group has an ownership interest and (b) that is classified as a partnership or other pass-through entity for federal, state, local, foreign or other Tax purposes.

“Losses” shall mean any and all losses, liabilities, claims, damages, obligations, payments, costs and expenses, matured or unmatured, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, known or unknown (including the costs and expenses of any and all actions, threatened actions, demands, assessments, judgments, settlements and compromises relating thereto and attorneys’ fees and any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any such actions or threatened actions).

“MOC” shall have the meaning set forth in the recitals to this Agreement.

“MOC Contribution” shall have the meaning set forth in the recitals to this Agreement.

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“MPC LP” shall mean Marathon Petroleum Company LP, a Delaware limited partnership.

“MRO Contribution” shall have the meaning set forth in the recitals to this Agreement.

“Other Tax Liabilities” shall mean all liabilities for Other Taxes.

“Other Tax Return” shall mean any return, report, filing, statement, questionnaire, declaration or other document required to be filed with a Tax Authority in respect of Other Taxes.

“Other Taxes” shall mean all forms of taxation, whenever created or imposed, and whether of the United States of America or elsewhere, and whether imposed by a local, municipal, governmental, state, federation or other body, and without limiting the generality of the foregoing, shall include superfund, sales, use, ad valorem, value added, occupancy, transfer, recording, withholding, payroll, employment, excise, occupation, premium or property taxes (in each case, together with any related interest, penalties and additions to tax, or additional amounts imposed by any Tax Authority thereon); provided, however, that Other Taxes shall not include any Income Taxes.

“Parent” shall have the meaning set forth in the recitals to this Agreement.

“Parent Adjustment” shall mean an adjustment of any item of income, gain, loss, deduction or credit attributable to any member of the Parent Group (including, in the case of any state or local consolidated, combined or unitary income or franchise taxes, a change in one or more apportionment factors of members of the Parent Group) pursuant to a Final Determination for a Pre-Distribution Taxable Period. For the avoidance of doubt, any adjustment of any item of income, gain, loss, deduction or credit of MPC LP shall not be considered a Parent Adjustment, but shall be considered a SpinCo Adjustment.

“Parent Business” shall mean each trade or business that is actively conducted (within the meaning of Section 355(b) of the Code) by Parent or any other member of the Parent Group immediately after the Spin-Off and that is relied upon in the Private Letter Ruling or the Tax Opinion Documents to satisfy the requirements of Section 355(b) with respect to the Spin-Offs.

“Parent Consolidated Group” shall mean the affiliated group of corporations (within the meaning of Section 1504(a) of the Code) of which Parent is the common parent (and any predecessor or successor to such affiliated group).

“Parent Employee” shall mean an employee of any member of the Parent Group immediately after the Spin-Off and any former employee of the Parent Group who is not a SpinCo Employee.

“Parent Group” shall mean (a) Parent and each Person that is a direct or indirect Subsidiary of Parent (including any Subsidiary of Parent that is disregarded for U.S. federal

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Income Tax purposes (or for purposes of any state, local, or foreign tax law)) immediately after the Spin-Offs, (b) any corporation (or other Person) that shall have merged or liquidated into Parent or any such Subsidiary and (c) any predecessor or successor to any Person otherwise described in this definition.

“Parent Separate Return” shall mean any Income Tax Return or Other Tax Return required to be filed by any member of the Parent Group (including any consolidated, combined or unitary return) that does not include any member of the SpinCo Group. For the avoidance of doubt, a Parent Separate Return shall include any Income Tax Return required to be filed by any member of the Parent Group notwithstanding that such return includes an allocation of income, gain, deduction, loss, credit or guaranteed payments with respect to MPC LP.

“Payroll Taxes” shall mean any Taxes imposed by any Tax Authority on an employer in connection with the payment or provision of salaries or benefits and other remuneration to employees or directors, including income tax withholding, social security, unemployment taxes, and premiums for workers’ compensation.

“Permitted Transaction” shall mean any transaction that satisfies the requirements of Section 5(c).

“Person” shall mean any individual, partnership, joint venture, limited liability company, corporation, association, joint stock company, trust, unincorporated organization or similar entity or a governmental authority or any department or agency or other unit thereof.

“Post-Distribution Taxable Period” shall mean a taxable period that begins after the Distribution Date.

“Pre-Distribution Taxable Period” shall mean a taxable period that ends on or before or that includes the Distribution Date. For the avoidance of doubt, a Pre-Distribution Taxable Period includes a Straddle Period.

“Private Letter Ruling” shall mean (a) any private letter ruling issued by the IRS in connection with any of the Spin-Off-Related Transactions or (b) any similar ruling issued by any other Tax Authority in connection with any of the Spin-Off-Related Transactions.

“Private Letter Ruling Documents” shall mean (a) any Private Letter Ruling, any request for a Private Letter Ruling submitted to the IRS, together with the appendices and exhibits thereto and any supplemental filings or other materials subsequently submitted to the IRS, in connection with the Spin-Off-Related Transactions, or (b) any similar filings submitted to any other Tax Authority in connection with any such request for a Private Letter Ruling.

“Proceeding” shall mean any audit or other examination, or judicial or administrative proceeding relating to liability for, or Refunds or adjustments with respect to, Income Taxes or Other Taxes.

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“Refund” shall mean any refund of Income Taxes or Other Taxes, including any reduction in Income Tax Liabilities or Other Tax Liabilities by means of a credit, offset or otherwise.

“Representative” shall mean with respect to a Person, such Person’s officers, directors, employees and other authorized agents.

“Restriction Period” shall mean the period beginning on the Distribution Date and ending on the day after the second anniversary of the Distribution Date.

“Separate Return Tax Liability” shall mean, in the case of any member of the SpinCo Group, the hypothetical tax liability which would have been reported if the relevant member of the SpinCo Group had been required to report its tax liability on a SpinCo Separate Return.

“Separation and Distribution Agreement” shall have the meaning set forth in the recitals to this Agreement.

“SpinCo” shall have the meaning set forth in the recitals to this Agreement.

“SpinCo Adjustment” shall mean an adjustment of any item of income, gain, loss, deduction or credit attributable to any member of the SpinCo Group (including, in the case of any state or local consolidated, combined or unitary income or franchise taxes, a change in one or more apportionment factors of members of the SpinCo Group) pursuant to a Final Determination for a Pre-Distribution Taxable Period.

“SpinCo Business” shall mean each trade or business that is actively conducted (within the meaning of Section 355(b) of the Code) by SpinCo or any other member of the SpinCo Group immediately after the Spin-Off and that is relied upon in the Private Letter Ruling or the Tax Opinion Documents to satisfy the requirements of Section 355(b) with respect to the Spin-offs.

“SpinCo Consolidated Group” shall mean the affiliated group of corporations (within the meaning of Section 1504(a) of the Code) of which SpinCo is the common parent, determined immediately after the Spin-Off (and any predecessor or successor to such affiliated group other than the Parent Consolidated Group).

“SpinCo Employee” shall mean an employee of any member of the SpinCo Group immediately after the Spin-Off and any former employee of the SpinCo Group who is not employed by a member of the Parent Group immediately after the Distribution Date.

“SpinCo Group” shall mean (a) SpinCo and each Person that is a direct or indirect Subsidiary of SpinCo (including MPC LP and any Subsidiary of SpinCo or MPC LP that is disregarded for U.S. federal Income Tax purposes (or for purposes of any state, local, or foreign tax law)) immediately after the Spin-Offs, (b) any corporation (or other Person) that shall have merged or liquidated into SpinCo or any such Subsidiary and (c) any predecessor or successor to any Person otherwise described in this definition.

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“SpinCo Separate Return” shall mean any Income Tax Return or Other Tax Return required to be filed by any member of the SpinCo Group (including any consolidated, combined or unitary return) that does not include any member of the Parent Group, including any U.S. consolidated federal Income Tax Returns of the SpinCo Consolidated Group required to be filed with respect to a Post-Distribution Taxable Period.

“SpinCo Tax Liability” shall mean, with respect to any Taxing Jurisdiction, any increase in Income Tax Liability or Other Tax Liability (or reduction in a Refund) that is attributable to a SpinCo Adjustment.

“Spin-Offs” shall have the meaning set forth in the recitals to this Agreement.

“Spin-Off-Related Transactions” shall mean the MOC Contribution, the MRO Contribution and the Spin-Offs.

“Spin-Off Tax Liabilities” shall mean, with respect to any Taxing Jurisdiction, the sum of (a) any increase in Income Tax Liability or Other Tax Liability (or reduction in a Refund) incurred as a result of any corporate-level gain or income recognized with respect to the failure of any of the Spin-Off-Related Transactions to qualify for Tax-Free Status under the income tax laws of such Taxing Jurisdiction pursuant to any settlement, Final Determination, judgment, assessment or otherwise, (b) interest on such amounts calculated pursuant to such Taxing Jurisdiction’s laws regarding interest on tax liabilities at the highest Underpayment Rate for corporations in such Taxing Jurisdiction from the date any Taxes with respect to such additional gain or income were required to be paid until full payment with respect thereto is made pursuant to Section 3 hereof (or in the case of a reduction in a Refund, the amount of interest that would have been received on the foregone portion of the Refund but for the failure of any of the SpinOff-Related Transactions to qualify for Tax-Free Status), and (c) any penalties actually paid to such Taxing Jurisdiction that would not have been paid but for the failure of any of the Spin-Off-Related Transactions to qualify for Tax-Free Status in such Taxing Jurisdiction.

“Straddle Period” shall mean any taxable period that begins before and ends after the Distribution Date.

“Tax” shall mean all Income Taxes and Other Taxes.

“Tax Attribute” shall mean a consolidated, combined or unitary net operating loss, net capital loss, overall domestic loss, unused investment credit, unused foreign tax credit, or excess charitable contribution (as such terms are used in Treasury Regulation Sections 1.1502-79 and 1.1502-79A or comparable provisions of foreign, state or local tax law), or a consolidated minimum tax credit or general business credit.

“Tax Authority” shall mean a governmental authority (foreign or domestic) or any subdivision, agency, commission or authority thereof or any quasi-governmental or private body having jurisdiction over the assessment, determination, collection or imposition of any Tax (including the IRS).

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“Tax Benefit” shall have the meaning set forth in Section 4(d) of this Agreement.

“Tax Counsel” shall mean tax counsel of recognized national standing that is acceptable to Parent.

“Tax Dispute” shall have the meaning set forth in Section 10 of this Agreement.

“Tax Dispute Arbitrator” shall have the meaning set forth in Section 10 of this Agreement.

“Tax-Free Status” shall mean the qualification of each of (a) the MOC Contribution and the Internal Spin-Off and (b) the MRO Contribution and the External Spin-Off, as the case may be: (i) as a transaction described in Sections 355(a) and 368(a)(1)(D) of the Code; (ii) as a transaction in which the stock distributed thereby is “qualified property” for purposes of Section 361(c) of the Code; and (iii) as a transaction in which Parent, the other members of the Parent Group, SpinCo and the other members of the SpinCo Group recognize no income or gain other than intercompany items taken into account pursuant to the Treasury Regulations promulgated pursuant to Section 1502 of the Code.

“Tax Opinion” shall mean the tax opinion issued by Tax Counsel in connection with the Spin-Off-Related Transactions.

“Tax Opinion Documents” shall mean (a) the Tax Opinion and the information and representations provided by, or on behalf of, Parent or SpinCo to Tax Counsel in connection therewith and (b) the information and representations provided by, or on behalf of Parent or SpinCo, to the IRS in connection with the Private Letter Ruling with respect to the Spin-Off-Related Transactions.

“Tax-Related Losses” shall mean:

(a) the Spin-Off Tax Liabilities,

(b) all accounting, legal and other professional fees, and court costs incurred in connection with any settlement, Final Determination, judgment or other determination with respect to such Spin-Off Tax Liabilities, and

(c) all costs, expenses, damages and other Losses associated with stockholder litigation or controversies and any amount paid by Parent or SpinCo in respect of the liability of shareholders, whether paid to shareholders or to the IRS or any other Tax Authority payable by Parent or SpinCo or their respective Affiliates, in each case, resulting from the failure of any of the Spin-Off-Related Transactions to qualify for Tax-Free Status.

“Tax Returns” shall mean all Income Tax Returns and Other Tax Returns.

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“Taxing Jurisdiction” shall mean the United States and every other government or governmental unit having jurisdiction to tax Parent or SpinCo or any of their respective Affiliates.

“Underpayment Rate” shall mean the annual rate of interest described in Section 6621(c) of the Code for large corporate underpayments of Income Tax (or similar provision of state, local or foreign Income Tax law, as applicable), as determined from time to time.

“Unqualified Tax Opinion” shall mean an unqualified opinion of Tax Counsel on which Parent may rely to the effect that a transaction will not disqualify any of the Spin-Off-Related Transactions from Tax-Free Status, assuming that the Spin-Off-Related Transactions would have qualified for Tax-Free Status if such transaction did not occur.

(b) Interpretation. In this Agreement, unless the context clearly indicates otherwise:

(i) words used in the singular include the plural and words used in the plural include the singular;

(ii) references to any Person include such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and a reference to such Person’s “Affiliates” or “Subsidiaries” shall be deemed to mean such Person’s Subsidiaries following the Distribution;

(iii) any reference to any gender includes the other gender and the neuter;

(iv) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”;

(v) the words “shall” and “will” are used interchangeably and have the same meaning;

(vi) the word “or” shall have the inclusive meaning represented by the phrase “and/or”;

(vii) any reference to any Section means such Section of this Agreement, and references in any Section or definition to any clause mean such clause of such Section or definition;

(viii) the words “herein,” “hereunder,” “hereof,” “hereto” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Section or other provision of this Agreement;

(ix) any reference to any agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented

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and modified from time to time to the extent permitted by the provisions thereof and by this Agreement;

(x) any reference to any law (including statutes and ordinances) means such law (including all rules and regulations promulgated thereunder) as amended, modified, codified or reenacted, in whole or in part, and in effect at the time of determining compliance or applicability;

(xi) relative to the determination of any period of time, “from” means “from and including,” “to” means “to but excluding” and “through” means “through and including”;

(xii) if there is any conflict between the provisions of the Separation and Distribution Agreement and this Agreement, the provisions of this Agreement shall control with respect to the subject matter hereof;

(xiii) the headings of Sections contained in this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of or to affect the meaning or interpretation of this Agreement;

(xiv) any portion of this Agreement obligating a party to take any action or refrain from taking any action, as the case may be, shall mean that such party shall also be obligated to cause its relevant Subsidiaries to take such action or refrain from taking such action, as the case may be; and

(xv) the language of this Agreement shall be deemed to be the language the parties hereto have chosen to express their mutual intent, and no rule of strict construction shall be applied against any party.

2. Sole Tax Sharing Agreement.

This Agreement shall constitute the entire agreement between Parent and SpinCo and their respective Affiliates (including direct or indirect corporate Subsidiaries, controlled partnerships, and controlled limited liability companies) with respect to the subject matters herein. Further, for the avoidance of doubt, this Agreement (and not the Second Amended and Restated Agreement of Limited Partnership of MPC LP) shall control with respect to any matters set forth herein, including but not limited to preparing and filing MPC LP Tax Returns, making any Tax elections on behalf of MPC LP, designation of the “tax matters partner” of MPC LP and the control and resolution of disputes regarding MPC LP Tax Returns.

3. Preparation and Filing of Tax Returns; Payment of Taxes.

(a) Preparation of Tax Returns.

(i) In the absence of a controlling change in law, or except as otherwise set forth in this Agreement, all (A) Combined Returns for

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Income Taxes, (B) Other Tax Returns of a member of the SpinCo Group, and (C) IRS Form 1065 (and any similar state, local or foreign Tax Returns) of MPC LP or any other JV Entity, in each case filed after the date of this Agreement with respect to a Pre-Distribution Taxable Period shall be prepared on a basis consistent with the elections, accounting methods, conventions and principles of taxation used for the most recent taxable periods for which such Tax Returns and accruals involving similar items have been filed. Except as otherwise provided in this Agreement, all decisions relating to the preparation of such Tax Returns shall be made in the sole discretion of the party responsible under this Agreement for such preparation; provided, however, that the party not responsible for preparing such Tax Returns shall have the right to review and comment on such Tax Returns prior to the filing thereof.

(ii) Parent shall, in its sole discretion, determine the items of income, gain, deduction, loss and credit of each member of the SpinCo Group that must be included in the federal Income Tax Return of the Parent Consolidated Group, any other Combined Return or any Parent Separate Return for the taxable year ending December 31, 2011 by closing the books of the members of the SpinCo Group at the Distribution Date or, alternatively, by ratable allocation to the extent allowable pursuant to Treasury Regulation Section 1.1502-76(b)(2)(ii) or any similar provision of state, local or foreign law. The items of income, gain, deduction, loss and credit of MPC LP and each other JV Entity that must be included in any Combined Return or Parent Separate Return for the taxable year ending December 31, 2011 shall be determined on the basis of a closing of the books as of the end of the Distribution Date in accordance with Treasury Regulation Section 1.1502-76(b)(2)(ii) or any similar provision of state, local or foreign law.

(iii) Except as limited by Section 3(a)(i), Parent (or its designee) shall determine the entities to be included in any Combined Return for any state.

(iv) SpinCo shall, and shall cause each other member of the SpinCo Group to, prepare and submit at Parent’s request (and in no event later than 60 days after such request), at SpinCo’s expense, all information that Parent shall reasonably request, in such form as Parent shall reasonably request, to enable Parent to prepare any Income Tax Return or Other Tax Return required to be filed by Parent, including any Tax Returns on IRS Form 1065 (and any similar state, local or foreign Tax Returns) with respect to MPC LP that are filed by Parent pursuant to this Agreement. Parent shall make any such Income Tax Return or Other Tax Return and related workpapers available for review by SpinCo to the extent such return relates to Taxes for which any member of the SpinCo Group would reasonably be expected to be liable.

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(v) Except as required by applicable law or as a result of a Final Determination, neither Parent nor SpinCo shall (nor shall cause or permit any other members of the Parent Group or SpinCo Group, respectively, to) take any position that is either inconsistent with the treatment of the Spin-Off-Related Transactions as having Tax-Free Status (or analogous status under state, local or foreign law) or with respect to a specific item of income, deduction, gain, loss or credit on an Income Tax Return or Other Tax Return, treat such specific item in a manner which is inconsistent with the manner such specific item is reported on an Income Tax Return or Other Tax Return prepared or filed by Parent pursuant to Section 3(b) hereof (including the claiming of a deduction previously claimed on any such Income Tax Return or Other Tax Return).

(vi) Parent (and not SpinCo or any other member of the SpinCo Group) shall be entitled to Specified Liability Deductions (as defined in the Ashland TMA), if any, in accordance with section 5.01 of the Ashland TMA, and Parent (and not SpinCo or any other member of the SpinCo Group) shall be responsible for payments, if any, to Ashland, Inc. pursuant to section 5.02 of the Ashland TMA.

(b) Filing of Tax Returns and Payment of Taxes.

(i) Parent Consolidated Return for Pre-Distribution Taxable Periods. Parent shall prepare and file or cause to be prepared and filed all U.S. consolidated federal Income Tax Returns of the Parent Consolidated Group for all Pre-Distribution Taxable Periods and shall pay all Income Taxes due with respect to such Income Tax Returns. In consideration of Parent’s payment of such Income Taxes for the taxable year ending December 31, 2011, SpinCo shall pay to Parent an amount equal to the product of (A) the net amount of any taxable income of SpinCo (and each other member of the SpinCo Group, including MPC LP) that is included in the consolidated federal Income Tax Return of the Parent Consolidated Group for the taxable year ending December 31, 2011, and (B) the highest U.S. federal income tax corporate marginal rate in effect in such year. Prior to the Distribution Date, SpinCo shall pay to Parent an estimate of the Income Taxes payable pursuant to the preceding sentence. Upon the later of (x) 10 Business Days after Parent files the applicable Income Tax Return with respect to which Income Taxes pursuant to this Section 3(b)(i) are due, or (y) five Business Days after Parent provides written notice setting forth the computation of such Income Taxes, SpinCo shall pay to Parent any such Income Taxes in excess of the estimated payment previously paid by SpinCo or, if the estimated Income Taxes paid by SpinCo exceed the amount otherwise payable, Parent shall refund such excess to SpinCo.

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(ii) Other Income Tax Returns that are Combined Returns for Pre-Distribution Taxable Periods. Parent shall prepare and file or cause to be prepared and filed all Income Tax Returns that are Combined Returns (other than the U.S. consolidated federal Income Tax Returns described in Section 3(b)(i) above) for all Pre-Distribution Taxable Periods and shall pay all Income Taxes due with respect to such Income Tax Returns. In consideration of Parent’s payment of such Income Taxes (as well as Income Taxes payable with respect to any Parent Separate Returns that are attributable to income, gain or guaranteed payments of MPC LP) for the taxable year ending December 31, 2011, with respect to each such Combined Return and each Parent Separate Return that includes an allocation of income, gain or guaranteed payments with respect to MPC LP, SpinCo shall pay to Parent an amount equal to the product of (i) the net amount of any taxable income of SpinCo (and each other member of the SpinCo Group, including MPC LP) that is included in such Tax Return for the taxable year ending December 31, 2011, and (ii) the product of (A) the highest income tax corporate marginal rate in effect in the applicable Taxing Jurisdiction for such year, and (B) sixty-five percent (0.65). Prior to the Distribution Date, SpinCo shall pay to Parent an estimate of the Income Taxes payable pursuant to the preceding sentence. Upon the later of (x) 10 Business Days after Parent files the applicable Income Tax Return with respect to which such Income Taxes are due, or (y) five Business Days after Parent provides written notice setting forth the computation of such Income Taxes, SpinCo shall pay to Parent any such Income Taxes in excess of the estimated payment previously paid by SpinCo or, if the estimated Income Taxes paid by SpinCo exceed the amount otherwise payable, Parent shall refund such excess to SpinCo.

(iii) MPC LP Tax Returns. Parent (on behalf of MPC LP) shall prepare and file (or cause to be prepared and filed) all U.S. returns of partnership income on IRS Form 1065 and any similar state, local or foreign Tax Returns of MPC LP for taxable periods ending on or before December 31, 2010. SpinCo (on behalf of MPC LP) shall prepare and file (or cause to be prepared and filed) all such Tax Returns of MPC LP with respect to taxable periods beginning on or after January 1, 2011, including any Straddle Periods. In the case of any Tax Return described in the preceding sentence for which items of income, gain, deduction, loss, credit or guaranteed payments of MPC LP are allocable to any member of the Parent Group, at least 30 days prior to the due date of such Tax Return, SpinCo shall submit a copy of such Tax Return to Parent. No later than 15 days after receipt of the Tax Return, Parent shall provide written notice to SpinCo of any proposed changes to such Tax Return, which comments shall be considered in good faith. MPC LP shall be responsible for all Income Taxes or Other Taxes that are imposed by any Tax Authority on MPC LP (as opposed to Taxes that are payable by MPC LP’s owners with

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respect to their allocable shares of MPC LP’s income) for all taxable years.

(iv) Payroll Taxes. Parent and SpinCo each shall pay or cause to be paid any Payroll Taxes with respect to Parent Employees or SpinCo Employees, respectively, and shall be responsible for filing any Tax Returns due with respect to such Payroll Taxes.

(v) Parent Separate Returns. Parent shall prepare and file or cause to be prepared and filed all Parent Separate Returns. Except as provided in Sections 3(b)(ii) and 3(c)(i), Parent shall pay, or cause to be paid, and shall be responsible for, any and all Income Taxes or Other Taxes due or required to be paid with respect to any Parent Separate Return.

(vi) SpinCo Separate Returns. Except as provided in Section 3(b)(iii), SpinCo shall prepare and file or cause to be prepared and filed all SpinCo Separate Returns and shall be responsible for any and all Income Taxes or Other Taxes due or required to be paid with respect to any SpinCo Separate Return for both Pre-Distribution Taxable Periods and Post-Distribution Taxable Periods.

(vii) Transfer Taxes. SpinCo shall be responsible for, and shall indemnify each member of the Parent Group against, all transfer, documentary, sales, use, registration and similar Taxes and related fees incurred as a result of the Spin-Offs (including the MOC Contribution and the MRO Contribution), and shall timely prepare and file all Other Tax Returns as may be required in connection with the payment of such Taxes.

(viii) Amended Returns. (A) Except as provided in Section 3(b)(viii)(D), SpinCo (and not any member of the Parent Group) shall be entitled to amend any SpinCo Separate Returns, (B) Parent (and not any member of the SpinCo Group) shall be entitled to amend any Parent Separate Returns, (C) Parent (and not any member of the SpinCo Group) shall be entitled to file amended Combined Returns for any Pre-Distribution Taxable Period, and (D) Parent (and not any member of the SpinCo Group) shall be entitled to cause MPC LP to file an amended return for any Pre-Distribution Taxable Period. In the event that an amended return described in Section 3(b)(viii)(B), (C) or (D) results in a Refund of Taxes to any member of the Parent Group or the SpinCo Group, the party entitled to such Refund shall be the party that would be entitled to such Refund under Section 3(c)(ii) if such Refund had been attributable to a Final Determination, and if such amended return results in the payment of additional Taxes, such Taxes shall be the responsibility of the party that would be responsible for such Taxes under Section 3(c)(i) if

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such Taxes had been attributable to a Parent Adjustment or a SpinCo Adjustment, as the case may be.

(ix) Timing of Payments. Except as otherwise specifically set forth in this Agreement, all payments required to be made by one Person to another Person pursuant to this Section 3 shall be made no later than five days prior to the date such Taxes are due to the relevant Tax Authority or, in the case of any amended Tax Return, within five days after any Taxes attributable to such Tax Return are Actually Realized.

(c) Tax Adjustments due to a Final Determination and Refunds.

(i) Pre-Distribution Taxable Periods. Except as provided in Sections 3(c)(iii) and (iv), Parent shall pay or cause to be paid all Taxes attributable to Parent Adjustments for all Pre-Distribution Taxable Periods. Except as provided in Sections 3(c)(iii) and (iv), SpinCo shall pay or cause to be paid all Taxes attributable to SpinCo Adjustments for all Pre-Distribution Taxable Periods. For the avoidance of doubt, SpinCo shall be responsible for any increase in Taxes of any member of the Parent Group for a Pre-Distribution Taxable Period to the extent such increase is attributable to any adjustment to an item of income, gain, deduction, loss or credit of MPC LP. If a SpinCo Adjustment increases the taxable income on a Tax Return for which the Parent Group is responsible for the payment of Taxes, or if a Parent Adjustment increases the taxable income on a Tax Return for which the SpinCo Group is responsible for the payment of Taxes, the increase in Taxes (other than any penalties and interest, which shall be determined on an as-assessed basis) attributable to such adjustment shall be computed in accordance with the formulas in Sections 3(b)(i) and (ii); thus, for example, if a SpinCo Adjustment increases the taxable income reported on the Parent Consolidated Group’s U.S. federal Income Tax Return for the taxable year ending December 31, 2010, the Taxes attributable to such adjustment shall be computed by multiplying the increase in the taxable income times the highest federal income tax corporate marginal rate in effect for 2010 (and adding to such amount any penalties and interest actually assessed).

(ii) Refunds. (A) Except as provided in Section 3(c)(ii)(B), Parent shall be entitled to all Refunds of Taxes received by any member of the SpinCo Group or the Parent Group with respect to any Pre-Distribution Taxable Period. (B) SpinCo shall be entitled to Refunds of Taxes for Pre-Distribution Taxable Periods to the extent such Refunds are attributable to SpinCo Adjustments. For the avoidance of doubt, SpinCo shall be entitled to Refunds of Taxes for Pre-Distribution Taxable Periods to the extent such Refunds are attributable to an adjustment to an item of income, gain, deduction, loss or credit of MPC LP. A party receiving a Refund to which another party is entitled pursuant to this Section 3(c)(ii) shall pay the

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amount to which such other party is entitled within fifteen Business Days after such Refund is Actually Realized.

(iii) Payroll Taxes. In the event of any Final Determination that increases the Payroll Taxes payable by any member of the Parent Group or the SpinCo Group for any Pre-Distribution Taxable Period, such Payroll Taxes shall be the responsibility of (A) Parent if such Payroll Taxes are with respect to a Parent Employee, or (B) SpinCo if such Payroll Taxes are with respect to a SpinCo Employee.

(iv) Ashland Adjustments. Notwithstanding any other provision of this Agreement, SpinCo shall pay or cause to be paid (to Parent or to the Tax Authority, as applicable), any Income Taxes or any Other Taxes payable by any member of the Parent Group to the extent such Taxes are attributable to Ashland Adjustments.

(v) Certain Partnership Items. For avoidance of doubt, notwithstanding any other provision of this Agreement, Parent shall not be responsible (directly, by reason of indemnification or otherwise) for any Taxes payable by any member of the SpinCo Group for any Post-Distribution Taxable Period that are attributable to a termination of MPC LP pursuant to Section 708(b).

4. Indemnification for Income Taxes and Other Taxes.

(a) Indemnification by Parent. From and after the Distribution Date, except as provided in Section 3, Parent and each other member of the Parent Group shall jointly and severally indemnify, defend and hold harmless SpinCo and each other member of the SpinCo Group and each of their respective Representatives from and against (i) all Income Tax Liabilities and Other Tax Liabilities that Parent or any other member of the Parent Group is responsible for pursuant to Section 3 and (ii) all Income Taxes, Other Taxes, Spin-Off Tax Liabilities and other Tax-Related Losses incurred by any member of the Parent Group or SpinCo Group that are attributable to, are caused by, or result from, one or more of the following: (A) any breach by a member of the Parent Group of a covenant or representation related to the Parent Group or the Parent Business hereunder or made in connection with the Tax Opinion Documents; (B) any action or omission by a member of the Parent Group after the Distribution Date (including any act or omission that is in furtherance of, connected to, or part of a plan or series of related transactions (within the meaning of Section 355(e) of the Code) occurring on or prior to the Distribution Date) including a cessation, transfer to Affiliates or disposition of a Parent Business; (C) any acquisition of any stock or assets of a member of the Parent Group by one or more other persons (other than a member of the SpinCo Group) prior to or following the Distribution Date; or (D) any issuance of Equity Securities by a member of the Parent Group; provided, however, that neither Parent nor any other member of the Parent Group shall have any obligation to indemnify, defend or hold harmless any Person pursuant to this Section 4(a) to the extent that such indemnification obligation is otherwise attributable to any breach by SpinCo or

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any other member of the SpinCo Group of any of SpinCo’s representations or covenants hereunder (including any representations made in connection with the Tax Opinion).

(b) Indemnification by SpinCo. From and after the Distribution Date, SpinCo and each other member of the SpinCo Group shall jointly and severally indemnify, defend and hold harmless Parent and each other member of the Parent Group and each of their respective Representatives from and against (i) all SpinCo Tax Liabilities, Income Tax Liabilities, Other Tax Liabilities, Spin-Off Tax Liabilities and other Tax-Related Losses that SpinCo or any other member of the SpinCo Group is responsible for under Section 3 or Section 5 (including any Income Tax Liabilities, Other Tax Liabilities, Spin-Off Tax Liabilities or other Tax-Related Losses arising with respect to a Permitted Transaction for which SpinCo is liable pursuant to Section 5), and (ii) all Income Taxes, Other Taxes, Spin-Off Tax Liabilities and other Tax-Related Losses incurred by any member of the Parent Group or SpinCo Group that are attributable to, are caused by, or result from, one or more of the following: (A) any breach by a member of the SpinCo Group of a covenant or representation related to the SpinCo Group or the SpinCo Business hereunder or made in connection with the Tax Opinion Documents; (B) any action or omission by a member of the SpinCo Group after the Distribution Date (including any act or omission that is in furtherance of, connected to, or part of a plan or series of related transactions (within the meaning of Section 355(e) of the Code) occurring on or prior to the Distribution Date) including a cessation, transfer to Affiliates or disposition of a SpinCo Business; (C) any acquisition of any stock or assets of a member of the SpinCo Group by one or more other persons (other than a member of the Parent Group) following the Distribution Date; or (D) any issuance of Equity Securities by a member of the SpinCo Group; provided, however, that neither SpinCo nor any other member of the SpinCo Group shall have any obligation to indemnify, defend or hold harmless any Person pursuant to this Section 4(b) to the extent that such indemnification obligation is otherwise attributable to any breach by Parent or any other member of the Parent Group of any of Parent’s representations or covenants hereunder (including any representations made in connection with the Tax Opinion).

(c) Timing of Indemnification Payments. Any payment with respect to any indemnification obligation pursuant to this Section 4 shall be made by the Indemnifying Party promptly, but, in any event, no later than:

(i) in the case of an indemnification obligation with respect to any SpinCo Tax Liabilities, Spin-Off Tax Liabilities, Income Tax Liabilities or Other Tax Liabilities, the later of (A) five Business Days after the Indemnified Party notifies the Indemnifying Party and (B) five Business Days prior to the date the Indemnified Party is required to make a payment of taxes, interest, or penalties to the applicable Tax Authority (including a payment with respect to an assessment of a tax deficiency by any Taxing Jurisdiction or a payment made in settlement of an asserted tax deficiency) or realizes a reduced Refund; and

(ii) in the case of any payment or indemnification of any Losses not described in Section 4(c)(i) (including, but not limited to, any Losses described in clause (b) or (c) of the definition of Tax-Related

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Losses, attorneys’ fees and expenses and other indemnifiable Losses), the later of (A) five Business Days after the Indemnified Party notifies the Indemnifying Party and (B) five Business Days prior to the date the Indemnified Party makes a payment thereof.

(d) Tax Benefits. If the indemnification obligation of Parent under Section 4(a) results in (i) increased deductions, losses, or credits, or (ii) decreases in income, gains or recapture of Tax credits (“Tax Benefits”) to SpinCo or any other member of the SpinCo Group, which would not, but for the indemnification obligation (or the adjustment giving rise to such indemnification obligation), be allowable, then SpinCo shall pay Parent the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that SpinCo or any other member of the SpinCo Group would have been required to pay and bear (or increases, in cash, the amount of a Refund to which SpinCo or any other member of the SpinCo Group would have been entitled) but for such indemnification obligation (or adjustment giving rise to such indemnification obligation). SpinCo shall pay Parent for such Tax Benefit no later than five Business Days after such Tax Benefit is Actually Realized. If the indemnification obligation of SpinCo under Section 4(b) results in Tax Benefits to Parent or any other member of the Parent Group, which would not, but for the indemnification obligation (or the adjustment giving rise to such indemnification obligation), be allowable, then Parent shall pay SpinCo the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that Parent or any other member of the Parent Group would have been required to pay and bear (or increases, in cash, the amount of a Refund to which Parent or any other member of the Parent Group would have been entitled) but for such indemnification obligation (or adjustment giving rise to such indemnification obligation). Parent shall pay SpinCo for such Tax Benefit no later than five Business Days after such Tax Benefit is Actually Realized.

5. Spin-Off Related Matters.

(a) Representations.

(i) Tax Opinion Documents. SpinCo hereby represents and warrants that (A) it has examined the Tax Opinion Documents (including the representations to the extent that they relate to the plans, proposals, intentions, and policies of SpinCo, its Subsidiaries, the SpinCo Business, or the SpinCo Group) and (B) to the extent in reference to SpinCo, its Subsidiaries, the SpinCo Business, or the SpinCo Group, the facts presented and the representations made therein are true, correct and complete.

(ii) Tax-Free Status. SpinCo hereby represents and warrants that neither SpinCo nor any other member of the SpinCo Group has a plan or intention of taking any action, or failing to take any action, or knows of any circumstance, that could reasonably be expected to (A) cause any of the Spin-Off-Related Transactions not to have Tax-Free Status or (B) cause any representation or factual statement made in this Agreement, the Separation and Distribution Agreement or the Tax Opinion Documents to

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be untrue in a manner that would have an adverse effect on the Tax-Free Status of any of the Spin-Off-Related Transactions.

(iii) Plan or Series of Related Transactions. SpinCo hereby represents and warrants that, to the best knowledge of SpinCo, after due inquiry, none of the Spin-Off-Related Transactions are part of a plan (or series of related transactions) pursuant to which a Person will acquire stock representing a Fifty-Percent or Greater Interest in SpinCo or any successor to SpinCo.

(b) Covenants.

(i) Actions Consistent with Representations and Covenants. Neither Parent nor SpinCo shall take any action or permit any other member of the Parent Group or the SpinCo Group, respectively, to take any action, or shall fail to take any action or permit any other member of the Parent Group or the SpinCo Group, respectively, to fail to take any action, where such action or failure to act would be inconsistent with or cause to be untrue any material information, covenant or representation in this Agreement, the Separation and Distribution Agreement or the Tax Opinion Documents.

(ii) Preservation of Tax-Free Status; SpinCo Business. SpinCo shall not (A) take any action (including any cessation, transfer or disposition of all or any portion of any SpinCo Business, payment of extraordinary dividends, acquisitions or issuances of stock or entering into any agreement, understanding, arrangement or substantial negotiations regarding any such actions) or permit any other member of the SpinCo Group to take any such action, or fail to take any such action or permit any other member of the SpinCo Group to fail to take any such action, in each case, unless such action or failure to act would not cause any of the Spin-Off-Related Transactions not to have Tax-Free Status or could not require Parent or SpinCo to reflect a liability or reserve with respect to any of the Spin-Off-Related Transactions in its financial statements, and (B) until the first day after the Restriction Period, engage in any transaction (including any cessation, transfer or disposition of all or any portion of any SpinCo Business) that would result in SpinCo or its “separate affiliated group” (within the meaning of Section 355(b) of the Code) ceasing to be engaged in any SpinCo Business for purposes of Section 355(b).

(iii) Sales, Issuances and Redemptions of Equity Securities. Until the first day after the Restriction Period, none of SpinCo or any other member of the SpinCo Group shall, or shall agree to, sell or otherwise issue to any Person, or redeem or otherwise acquire from any Person, any Equity Securities of SpinCo or any other member of the SpinCo Group; provided, however, that SpinCo may issue such Equity Securities to the

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extent such issuances satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulation Section 1.355-7(d).

(iv) Tender Offer; Other Business Transactions. Until the first day after the Restriction Period, none of SpinCo or any other member of the SpinCo Group shall (A) solicit any Person to make a tender offer for, or otherwise acquire or sell, the Equity Securities of SpinCo, (B) participate in or support any unsolicited tender offer for, or other acquisition, issuance or disposition of, the Equity Securities of SpinCo or (C) approve or otherwise permit any proposed business combination or any transaction which, in the case of clauses (A) or (B), individually or in the aggregate, together with any transaction occurring within the four-year period beginning on the date which is two years before the Distribution Date and any other transaction which is part of a plan or series of related transactions (within the meaning of Section 355(e) of the Code) that includes the Spin-Off, could result in one or more Persons acquiring (except for acquisitions that otherwise satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulation Section 1.355-7(d)) directly or indirectly stock representing a 40% or greater interest, by vote or value, in SpinCo (or any successor thereto).

(v) Dispositions of Assets. Until the first day after the Restriction Period, none of SpinCo or any other member of the SpinCo Group shall sell, transfer or dispose, or agree to sell, transfer or dispose, of more than 50 percent of the gross assets of any SpinCo Business (such percentages to be measured by fair market values on the Distribution Date) or transfer any assets of the SpinCo Group in a transaction described in Section 351 of the Code (other than a transfer to a corporation that is a member of SpinCo’s “separate affiliated group” within the meaning of Section 355(b) of the Code). The foregoing sentence shall not apply to sales, transfers, or dispositions of inventory in the ordinary course of business.

(vi) Liquidations, Mergers, Reorganizations. Until the first day after the Restriction Period, neither SpinCo nor any of its Subsidiaries shall, or shall agree to, voluntarily dissolve or liquidate or engage in any transaction involving a merger, consolidation or other reorganization; provided, however, that mergers of direct or indirect wholly-owned Subsidiaries of SpinCo solely with and into SpinCo or with other direct or indirect wholly-owned Subsidiaries of SpinCo, and liquidations of SpinCo’s Subsidiaries are not subject to this Section 5(b)(vi) to the extent

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not inconsistent with the Tax-Free Status of the Spin-Off-Related Transactions.

(c) Permitted Transactions. Notwithstanding the restrictions otherwise imposed by Sections 5(b)(iii) through 5(b)(vi), during the Restriction Period, SpinCo may (i) issue, sell, redeem or otherwise acquire (or cause another member of the SpinCo Group to issue, sell, redeem or otherwise acquire) Equity Securities of SpinCo or any other member of the SpinCo Group in a transaction that would otherwise breach the covenant set forth in Section 5(b)(iii), (ii) approve, participate in, support or otherwise permit a proposed business combination or transaction that would otherwise breach the covenant set forth in Section 5(b)(iv), (iii) sell or otherwise dispose of the assets of SpinCo or any other member of the SpinCo Group in a transaction that would otherwise breach the covenant set forth in Section 5(b)(v) or (iv) merge SpinCo or any other member of the SpinCo Group with another entity without regard to which party is the surviving entity in a transaction that would otherwise breach the covenant set forth in Section 5(b)(vi), in each case, if and only if such transaction would not violate Section 5(b)(i) or Section 5(b)(ii) and prior to entering into any agreement contemplating a transaction described in clauses (i), (ii), (iii) or (iv) of this Section 5(c), and prior to consummating any such transaction: (X) SpinCo shall provide Parent with an Unqualified Tax Opinion in form and substance satisfactory to Parent in its sole and absolute discretion, (Y) SpinCo shall request that Parent obtain a Private Letter Ruling to the effect that such transaction will not affect the Tax-Free Status of any of the Spin-Off-Related Transactions and Parent shall have received such a Private Letter Ruling, in form and substance satisfactory to Parent in its sole and absolute discretion, exercised in good faith, or (Z) Parent in its sole and absolute discretion shall have waived in writing the requirement to obtain such Unqualified Tax Opinion or Private Letter Ruling.

(d) Liability of SpinCo for Undertaking Certain Actions. Notwithstanding anything in this Agreement to the contrary, SpinCo and each other member of the SpinCo Group shall be responsible for any and all Tax-Related Losses that are attributable to, or result from:

(i) any act or failure to act by SpinCo or any other member of the SpinCo Group, which act or failure to act breaches any of the covenants described in Section 5(b)(i) through 5(b)(vi) of this Agreement (without regard to the exceptions or provisos set forth in such provisions), expressly including, for this purpose, any Permitted Transaction and any act or failure to act that breaches Section 5(b)(i) or 5(b)(ii), regardless of whether such act or failure to act is permitted by Section 5(b)(iii) through 5(b)(vi);

(ii) any acquisition of Equity Securities of SpinCo or any other member of the SpinCo Group by any Person or Persons (including as a result of an issuance of SpinCo Equity Securities or a merger of another entity with and into SpinCo or any other member of the SpinCo Group) or any acquisition of assets of SpinCo or any other member of the SpinCo Group (including as a result of a merger) by any Person or Persons; and

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(iii) Tax Counsel withdrawing all or any portion of the Tax Opinion or any Tax Authority withdrawing all or any portion of a Private Letter Ruling issued to Parent in connection with the Spin-Off-Related Transactions because of a breach by SpinCo or any other member of the SpinCo Group of a representation made in this Agreement (or made in connection with the Tax Opinion or any Private Letter Ruling).

(e) Cooperation.

(i) Parent shall reasonably cooperate with SpinCo in connection with any request by SpinCo for an Unqualified Tax Opinion pursuant to Section 5(c).

(ii) Until the first day after the Restriction Period, SpinCo will provide adequate advance notice to Parent in accordance with the terms of Section 5(e)(iii) of any action described in Sections 5(b)(i) through 5(b)(vi) within a period of time sufficient to enable Parent to seek injunctive relief as contemplated by Section 5(f).

(iii) Each notice required by Section 5(e)(ii) shall set forth the terms and conditions of any such proposed transaction, including (A) the nature of any related action proposed to be taken by the board of directors of SpinCo, (B) the approximate number of Equity Securities (and their voting and economic rights) of SpinCo or any other member of the SpinCo Group (if any) proposed to be sold or otherwise issued, (C) the approximate value of SpinCo’s assets (or assets of any other member of the SpinCo Group) proposed to be transferred, and (D) the proposed timetable for such transaction, all with sufficient particularity to enable Parent to seek injunctive relief pursuant to Section 5(f). Promptly, but in any event within 30 days after Parent receives such written notice from SpinCo, Parent shall notify SpinCo in writing of Parent’s decision to seek such injunctive relief.

(f) Enforcement. The parties hereto acknowledge that irreparable harm would occur in the event that any of the provisions of this Section 5 were not performed in accordance with their specific terms or were otherwise breached. The parties hereto agree that, in order to preserve the Tax-Free Status of the Spin-Off-Related Transactions, injunctive relief is appropriate to prevent any violation of the foregoing covenants; provided, however, that injunctive relief shall not be the exclusive legal or equitable remedy for any such violation.

6. Tax Contests.

(a) Notification. Each of Parent and SpinCo shall notify the other party in writing of any demand, claim or notice of the commencement of an audit received by such party from any Tax Authority or other Person with respect to any Income Taxes or Other Taxes of

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Parent or any other member of the Parent Group, or SpinCo or any other member of the SpinCo Group, respectively, for which a member of the SpinCo Group or the Parent Group, respectively, may be responsible pursuant to this Agreement within ten (10) Business Days of receipt; provided, however, that in the case of any demand, claim or notice of the commencement of an audit that is reasonably expected to give rise to a Distribution-Related Proceeding, regardless of whether SpinCo or Parent may be responsible for any resulting Taxes, Parent or SpinCo, as the case may be, shall provide written notice to the other party no later than ten (10) Business Days after Parent or SpinCo receives any written notice of such a demand, claim or notice of commencement of an audit from the IRS or other Tax Authority. Each of Parent and SpinCo shall include with such notice a true, correct and complete copy of any written communication, and an accurate and complete written summary of any oral communication, received by Parent or any other member of the Parent Group, or SpinCo or any other member of the SpinCo Group, respectively. The failure of Parent or SpinCo timely to provide such notice in accordance with the first sentence of this Section 6(a) shall not relieve SpinCo or Parent, respectively, of any obligation to pay such Income Tax Liability or Other Tax Liability or indemnify Parent and the other members of the Parent Group, or SpinCo and the other members of the SpinCo Group, respectively, and their respective Representatives therefor, except to the extent that the failure timely to provide such notice actually prejudices the ability of SpinCo or Parent to contest such Income Tax Liability or Other Tax Liability or increases the amount of such Income Tax Liability or Other Tax Liability.

(b) Representation with Respect to Tax Disputes. Parent (or such other member of the Parent Group as Parent may designate) shall have the sole right to represent the interests of the members of the Parent Group and the members of the SpinCo Group and to employ counsel of its choice in any Proceeding relating to (i) any U.S. consolidated federal Income Tax Returns of the Parent Consolidated Group, (ii) any other Combined Returns, (iii) any Parent Separate Returns, and (iv) any Tax Returns of MPC LP for any Pre-Distribution Taxable Period. Parent may affirmatively elect, in writing and at its sole and absolute discretion, not to assert control of a Proceeding described in clauses (ii) or (iv) of the immediately preceding sentence, in which case SpinCo shall have the right to control such Proceeding and Parent shall have the right to participate therein at its own cost; provided, however, that SpinCo shall not have the right to settle any such Proceeding without the prior written consent of Parent (which shall not be unreasonably withheld). Parent shall bear all expenses relating to any Proceeding referred to in the first sentence of this Section 6(b), except that, with respect to a Proceeding relating to any Combined Return for any Pre-Distribution Taxable Period, expenses shall be borne by Parent and SpinCo to the extent such expenses are attributable to Parent Adjustments or SpinCo Adjustments, respectively; provided, however, that to the extent such expenses cannot reasonably be attributed to Parent Adjustments or SpinCo Adjustments, such expenses shall be borne equally by Parent and SpinCo. Except as set forth in the first sentence of this Section 6(b), SpinCo (or such other member of the SpinCo Group as SpinCo may designate) shall have the sole right to represent the interests of the members of the SpinCo Group and to employ counsel of its choice at its expense in any Proceeding relating to SpinCo Separate Returns.

(c) Power of Attorney. Each member of the SpinCo Group shall execute and deliver to Parent (or such other member of the Parent Group as Parent may designate) any power

24

of attorney or other document requested by Parent (or such designee) in connection with any Proceeding described in the first sentence of Section 6(b).

(d) Tax Matters Partner. The parties agree to cause MOC to be the “tax matters partner” (as defined under Code Section 6231(a)(7)) of MPC LP for all taxable periods ending on or before December 31, 2010, and to cause MPC Investment LLC to be the tax matters partner for any Straddle Period of MPC LP. Notwithstanding the appointment of the tax matters partner as provided in the preceding sentence, the parties agree to take all actions necessary to enable the parties designated in Section 6(b) to control any Proceedings as set forth in Section 6(b).

(e) Distribution-Related Proceedings, Proceedings with Respect to SpinCo Tax Liabilities.

(i) In the event of any Distribution-Related Proceeding or Proceeding relating to a SpinCo Tax Liability as a result of which SpinCo could reasonably be expected to become liable for Tax or any Tax-Related Losses and with respect to which Parent has the right to represent the interests of the members of the Parent Group and/or the members of the SpinCo Group pursuant to Section 6(b) above, (A) Parent shall consult with SpinCo reasonably in advance of taking any significant action in connection with such Proceeding, (B) Parent shall consult with SpinCo and offer SpinCo a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such Proceeding, (C) Parent shall defend such Proceeding diligently and in good faith as if it were the only party in interest in connection with such Proceeding, and (D) Parent shall provide SpinCo copies of any written materials relating to such Proceeding received from the relevant Tax Authority. Notwithstanding anything in the preceding sentence to the contrary, the final determination of the positions taken, including with respect to settlement or other disposition, in (i) any Distribution-Related Proceeding, or (ii) any other Proceeding relating to a Tax Return described in Section 6(b) with respect to which Parent is entitled to represent the interests of the members of the Parent Group and/or the members of the SpinCo Group, shall be made in the sole discretion of Parent and shall not be subject to the Dispute Resolution provisions of Section 10.

(ii) In the event of any Distribution-Related Proceeding with respect to any SpinCo Separate Return, (A) SpinCo shall consult with Parent reasonably in advance of taking any significant action in connection with such Proceeding, (B) SpinCo shall consult with Parent and offer Parent a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such Proceeding, (C) SpinCo shall defend such Proceeding diligently and in good faith as if it were the only party in interest in connection with such Proceeding, (D) Parent shall be entitled to participate in such Proceeding

25

and receive copies of any written materials relating to such Proceeding received from the relevant Tax Authority, and (E) SpinCo shall not settle, compromise or abandon any such Proceeding without obtaining the prior written consent of Parent, which consent shall not be unreasonably withheld.

7. Apportionment of Tax Attributes; Carrybacks.

(a) Apportionment of Tax Attributes.

(i) If the Parent Consolidated Group has a Tax Attribute, the portion, if any, of such Tax Attribute apportioned to SpinCo or any other member of the SpinCo Consolidated Group and treated as a carryover to the first Post-Distribution Taxable Period of SpinCo (or such member) shall be determined by Parent in accordance with Treasury Regulation Sections 1.1502-9T, 1.1502-21, 1.1502-21T, 1.1502-22, 1.1502-79 and, if applicable, l.1502-79A.

(ii) No Tax Attribute with respect to consolidated U.S. federal Income Tax of the Parent Consolidated Group, other than those described in Section 7(a)(i), and no Tax Attribute with respect to consolidated, combined or unitary state, local or foreign Income Tax, in each case, arising in respect of a Combined Return shall be apportioned to SpinCo or any other member of the SpinCo Group, except as Parent (or such other member of the Parent Group as Parent may designate) determines is otherwise required under applicable law.

(iii) Parent (or its designee) shall determine the portion, if any, of any Tax Attribute which must (absent a Final Determination to the contrary) be apportioned to SpinCo or any other member of the SpinCo Group in accordance with this Section 7(a) and applicable law, and the amount of earnings and profits to be apportioned to SpinCo or any other member of the SpinCo Group in accordance with applicable law.

(iv) Except as otherwise required by applicable law or pursuant to a Final Determination, no member of the SpinCo Group shall take any position (whether on a Tax Return or otherwise) that is inconsistent with the apportionment by Parent in Section 7(a)(iii).

(b) Carrybacks. Except to the extent otherwise consented to by Parent or prohibited by applicable law, SpinCo and each other member of the SpinCo Group shall elect to relinquish, waive or otherwise forgo all Carrybacks. In the event that SpinCo (or the appropriate other member of the SpinCo Group) is prohibited by applicable law to relinquish, waive or otherwise forgo a Carryback (or Parent consents to a Carryback), (i) Parent shall cooperate with SpinCo, at SpinCo’s expense, in seeking from the appropriate Tax Authority such Refund as reasonably would result from such Carryback, and (ii) SpinCo shall be entitled to any Income

26

Tax Benefit Actually Realized by a member of the Parent Group (including any interest thereon received from such Tax Authority), to the extent that such Refund is directly attributable to such Carryback, within 15 Business Days after such Refund is Actually Realized; provided, however, that SpinCo shall indemnify and hold the members of the Parent Group harmless from and against any and all collateral Tax consequences resulting from or caused by any such Carryback, including (but not limited to) the loss or postponement of any benefit from the use of Tax Attributes generated by a member of the Parent Group or an Affiliate thereof if (x) such Tax Attributes expire unutilized, but would have been utilized but for such Carryback, or (y) the use of such Tax Attributes is postponed to a later taxable period than the taxable period in which such Tax Attributes would have been utilized but for such Carryback.

8. Deductions Associated With Certain Liabilities. As set forth in Section 3.2(b) of the Separation and Distribution Agreement, MPC LP will purchase certain assets from MOC and will assume liabilities associated with such assets. Except to the extent provided by any Final Determination, MOC (and not MPC LP) shall be entitled to deduct any amounts allowable as deductible expenses in respect of the satisfaction of such liabilities. MPC LP shall provide information reasonably requested by MOC to enable MOC to determine the amount and timing of such deductible expenses. In the event that any Final Determination provides that MPC LP is entitled to deductions in respect of such liabilities, MPC LP shall promptly pay to MOC any resulting Tax Benefits realized by MPC LP (or its partners) as a result of such deductions.

9. Cooperation and Exchange of Information.

(a) Cooperation and Exchange of Information. Each of Parent and SpinCo, on behalf of itself and each other member of the Parent Group and the SpinCo Group, respectively, agrees to provide the other party (or its designee) with such cooperation or information as such other party (or its designee) reasonably shall request in connection with the determination of any payment or any calculations described in this Agreement, the preparation or filing of any Income Tax Return or Other Tax Return or claim for Refund, or the conduct of any Proceeding. Such cooperation and information shall include, upon reasonable notice, (i) promptly forwarding copies of appropriate notices and forms or other communications (including information document requests, revenue agent’s reports and similar reports, notices of proposed adjustments and notices of deficiency) received from or sent to any Tax Authority or any other administrative, judicial or governmental authority, (ii) providing copies of all relevant Income Tax Returns or Other Tax Returns, together with accompanying schedules and related workpapers, documents relating to rulings or other determinations by any Tax Authority, and such other records concerning the ownership and Tax basis of property, or other relevant information, (iii) the provision of such additional information and explanations of documents and information provided under this Agreement (including statements, certificates, forms, returns and schedules delivered by either party) as shall be reasonably requested by Parent (or its designee) or SpinCo (or its designee), as the case may be, (iv) the execution of any document that may be necessary or reasonably helpful in connection with the filing of an Income Tax Return or Other Tax Return, a claim for a Refund, or in connection with any Proceeding, including such waivers, consents or powers of attorney as may be necessary for Parent or SpinCo, as the case may be, to exercise its rights under this Agreement, and (v) the use of Parent’s or SpinCo’s, as the case may be, reasonable efforts to obtain any documentation from a governmental authority or a Third

27

Party that may be necessary or reasonably helpful in connection with any of the foregoing. It is expressly the intention of the parties to this Agreement to take all actions that shall be necessary to establish Parent as the sole agent for Income Tax or Other Tax purposes of each member of the SpinCo Group with respect to all Combined Returns. Upon reasonable notice, each of Parent and SpinCo shall make its, or shall cause the other members of the Parent Group or the SpinCo Group, as applicable, to make their, employees and facilities available on a mutually convenient basis to provide explanation of any documents or information provided hereunder. Any information obtained under this Section 9 shall be kept confidential, except as otherwise reasonably may be necessary in connection with the filing of Income Tax Returns or Other Tax Returns or claims for Refund or in conducting any Proceeding.

(b) Retention of Records. Each of Parent and SpinCo agrees to retain all Income Tax Returns and Other Tax Returns, related schedules and workpapers, and all material records and other documents as required under Section 6001 of the Code and the regulations promulgated thereunder (and any similar provision of state, local or foreign law) existing on the date hereof or created in respect of (i) any Pre-Distribution Taxable Period or (ii) any taxable period that may be subject to a claim hereunder, in each case, until the later of (A) the expiration of the statute of limitations (including extensions) for the taxable periods to which such Income Tax Returns, Other Tax Returns and other documents relate and (B) the Final Determination of any payments that may be required in respect of such taxable periods under this Agreement.

10. Resolution of Disputes. Parent and SpinCo shall attempt in good faith to resolve any disagreement arising with respect to this Agreement, including any dispute in connection with a claim by a Third Party (a “Tax Dispute”). Any party to this Agreement may give any other party hereto written notice of any Tax Dispute not resolved in the normal course of business. If the parties cannot agree by the tenth Business Day following the date on which one party gives such notice, then the parties shall promptly retain the services of a nationally recognized law or accounting firm reasonably acceptable to the parties (the “Tax Dispute Arbitrator”). The Tax Dispute Arbitrator shall be instructed to resolve the Tax Dispute, and such resolution shall be (a) set forth in writing and signed by the Tax Dispute Arbitrator, (b) delivered to each party involved in the Tax Dispute as soon as practicable after the Tax Dispute is submitted to the Tax Dispute Arbitrator, but no later than the fifteenth Business Day after the Tax Dispute Arbitrator is instructed to resolve the dispute, (c) made in accordance with this Agreement, and (d) final, binding and conclusive on the parties involved in the Tax Dispute on the date of delivery of such resolution. The Tax Dispute Arbitrator shall only be authorized on any one issue to decide in favor of and choose the position of either of the parties involved in the Tax Dispute or to decide upon a compromise position between the ranges presented by the parties to the Tax Dispute Arbitrator. The fees and expenses of the Tax Dispute Arbitrator shall be borne 50% by Parent and 50% by SpinCo.

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11. Payments.

(a) Method of Payment. All payments required by this Agreement shall be made by (i) wire transfer to the appropriate bank account as may from time to time be designated by the respective parties for such purpose; provided, however, that, on the date of such wire transfer, notice of the transfer is given to the recipient thereof in accordance with Section 12, or (ii) any other method agreed to by the parties. All payments due under this Agreement shall be deemed to be paid when available funds are actually received by the payee.

(b) Interest. Any payment required by this Agreement that is not made on or before the date required hereunder shall bear interest, from and after such date through the date of payment, at the Underpayment Rate.

(c) Characterization of Payments. For all tax purposes, the parties hereto agree to treat, and to cause their respective Affiliates to treat any payment required by this Agreement as either a contribution by Parent to SpinCo or a distribution by SpinCo to Parent, as the case may be, occurring immediately prior to the Spin-Off, except as otherwise mandated by applicable law or a Final Determination; provided, however, that in the event it is determined (i) pursuant to applicable law, or (ii) pursuant to a Final Determination, that any such treatment is not permissible (or that an Indemnified Party nevertheless suffers an Income Tax or Other Tax detriment as a result of such payment), the payment in question shall be adjusted to place the Indemnified Party in the same after-tax position it would have enjoyed absent such applicable law or Final Determination.

12. Notices. Notices, requests, permissions, waivers, and other communications hereunder shall be in writing and shall be deemed to have been duly given upon (a) a transmitter’s confirmation of a receipt of a facsimile transmission (but only if followed by confirmed delivery of a standard overnight courier the following Business Day or if delivered by hand the following Business Day), or (b) confirmed delivery of a standard overnight courier or delivered by hand, to the parties at the following addresses (or at such other addresses for a party as shall be specified by like notice):

If to Parent, to:	Marathon Oil Corporation
	5555 San Felipe Street
	Houston, Texas 77056
	Attention: Stephen J. Landry, Vice President, Tax
	Telecopier: (713) 513-4431
If to SpinCo, to:	Marathon Petroleum Corporation
	539 South Main Street
	Findlay, Ohio 45840
	Attention: John R. Haley, Director, Tax
	Telecopier: (419) 421-8428

Such names and addresses may be changed by notice given in accordance with this Section 12.

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13. Designation of Affiliate. Each of Parent and SpinCo may assign any of its rights or obligations under this Agreement to any member of the Parent Group or the SpinCo Group, respectively, as it shall designate; provided, however, that no such assignment shall relieve Parent or SpinCo, respectively, of any obligation hereunder, including any obligation to make a payment hereunder to SpinCo or Parent, respectively, to the extent such designee fails to make such payment.

14. Miscellaneous. To the extent not inconsistent with any specific term of this Agreement, the following sections of the Separation and Distribution Agreement shall apply in relevant part to this Agreement: Section 14.1 (Entire Agreement), Section 14.2 (Choice of Law), Section 14.3 (Amendment), Section 14.4 (Waiver), Section 14.5 (Partial Invalidity), Section 14.6 (Execution in Counterparts), Section 14.7 (Successors and Assigns), Section 14.8 (Third-Party Beneficiaries), Section 14.10 (No Reliance on Other Party), Section 14.11 (Performance), Section 14.12 (Force Majeure), Section 14.13 (Termination), and Section 14.14 (Limited Liability).

IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed on its behalf by its officers thereunto duly authorized, all as of the day and year first written above.

MARATHON OIL CORPORATION
By:	/s/ Clarence P. Cazalot, Jr.
	Name: Clarence P. Cazalot, Jr.
	Title: President and Chief Executive Officer
MARATHON PETROLEUM CORPORATION
By:	/s/ G. R. Heminger
	Name: G. R. Heminger
	Title: President
MPC INVESTMENT LLC
By:	/s/ G. R. Heminger
	Name: G. R. Heminger
	Title: President

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EX-10.2

Exhibit 10.2

EMPLOYEE MATTERS AGREEMENT

Dated as of May 25, 2011

by and between

MARATHON OIL CORPORATION

and

MARATHON PETROLEUM CORPORATION

Table of Contents

Article I	Definitions and Interpretation	1
Section 1.1	Definitions	1
Section 1.2	Interpretation	7
Article II	General Principles	8
Section 2.1	Assignment of Employees	8
Section 2.2	Assumption and Retention of Liabilities, Related Assets	8
Section 2.3	Plan Participation	9
Section 2.4	Comparable Benefits	10
Section 2.5	Employee Service Recognition	10
Section 2.6	Plan Spin-offs	11
Section 2.7	Delayed Transfer Employees	11
Section 2.8	Leased Employees	11
Section 2.9	Speedway Employees	11
Article III	Qualified Pension Plans	12
Section 3.1	Defined Benefit Pension Plans	12
Section 3.2	Delayed Transfer Employees	13
Section 3.3	Defined Contribution Plans	13
Section 3.4	Speedway LLC Qualified Benefit Plans	14
Article IV	Non-Qualified Plans	14
Section 4.1	Excess Benefit Plans	14
Section 4.2	Officer Deferred Compensation Plans	14
Section 4.3	Continuation of Elections	15
Section 4.4	Speedway Nonqualified Plans	15
Article V	Welfare Benefits Plans and Employment Practices	16
Section 5.1	Adoption of Plans by MPC	16
Section 5.2	Liabilities for Claims	17
Article VI	Non-U.S. MPC Employees.	18
Article VII	Reimbursement Account Plans	18
Section 7.1	Plans	18
Section 7.2	Cash Transfers	19
Article VIII	COBRA	19
Section 8.1	MPC Participants	19
Section 8.2	Delayed Transfer Employees	19
Article IX	Inactive Employee and Retiree Welfare Benefit Plans	20
Section 9.1	Level Premium Life Insurance Plan	20
Section 9.2	Retiree Medical	20
Section 9.3	Long Term Disability	20
Section 9.4	Liabilities for Claims	21
Article X	Retention of Liabilities and Employment Issues	21
Section 10.1	Employment Claims and Litigation	21
Section 10.2	Collective Bargaining Agreements	21
Article XI	Leaves of Absence, Paid Time Off and Payroll	22
Section 11.1	Transfer of Employees on Leaves of Absence	22
Section 11.2	MPC Leaves of Absence	22
Section 11.3	MRO Leaves of Absence	22
Section 11.4	Military Leaves	22

Article XII	Workers’ Compensation	22
Section 12.1	Treatment of Claims	22
Section 12.2	When Workers Compensation Claims Made	23
Section 12.3	Post-Distribution Date Claims	23
Section 12.4	Delayed Transfer Employees	23
Section 12.5	Collateral	23
Section 12.6	MPC Legacy Policies	23
Section 12.7	MRO Legacy Policies	24
Section 12.8	Notification of Government Authorities	24
Section 12.9	Assignment of Contribution Rights	24
Article XIII	Incentive Compensation Plans	24
Section 13.1	Equity Incentive Awards	24
Section 13.2	Treatment of Outstanding MRO Unvested Options	25
Section 13.3	Treatment of Outstanding Vested Options	27
Section 13.4	Treatment of Outstanding Vested Stock Appreciation Rights	27
Section 13.5	Treatment of Outstanding Restricted Stock	28
Section 13.6	Treatment of Outstanding Restricted Stock Units	29
Section 13.7	Liabilities for Settlement of Awards	29
Section 13.8	SEC Registration	30
Section 13.9	Employee Grants	30
Section 13.10	Tax Reporting and Withholding for Equity-Based Awards	30
Article XIV	Severance Benefits	31
Section 14.1	Termination Allowance Plans	31
Article XV	Indemnification	31
Article XVI	General and Administrative	31
Section 16.1	Sharing of Information	31
Section 16.2	Transfer of Personnel Records and Authorizations	31
Section 16.3	Reasonable Efforts/Cooperation	32
Section 16.4	Employer Rights	32
Section 16.5	Consent of Third Parties	33
Section 16.6	Not a Change in Control	33
Article XVII	Miscellaneous	33
Section 17.1	Effect if Distribution Does Not Occur	33
Section 17.2	Ashland Asset Transfer and Contribution Agreement Liabilities	33
Section 17.3	Entire Agreement	33
Section 17.4	Choice of Law	33
Section 17.5	Amendment	33
Section 17.6	Waiver	33
Section 17.7	Partial Invalidity	34
Section 17.8	Execution in Counterparts	34
Section 17.9	Successors and Assigns	34
Section 17.10	No Third Party Beneficiaries	34
Section 17.11	Notices	34
Section 17.12	Performance	34
Section 17.13	Limited Liability	34
Section 17.14	Dispute Resolution	35

EMPLOYEE MATTERS AGREEMENT

This Employee Matters Agreement (this “Agreement”), dated as of May 25, 2011, is by and between Marathon Oil Corporation, a Delaware corporation (“Marathon Oil” or “MRO”), and Marathon Petroleum Corporation, a Delaware corporation (“Marathon Petroleum” or “MPC”).

WHEREAS, Marathon Oil, through its Subsidiaries, (other than Marathon Petroleum and its Subsidiaries), is engaged in the businesses of crude oil and natural gas exploration and production, integrated natural gas, and oil sands mining (collectively the “Marathon Oil Business”);

WHEREAS, Marathon Petroleum, through its Subsidiaries is engaged in the business of petroleum refining, marketing and transportation (the “Marathon Petroleum Business”);

WHEREAS, the Board of Directors of Marathon Oil has determined that it would be advisable and in the best interests of Marathon Oil and its stockholders for Marathon Oil to distribute on a pro rata basis to the holders of Marathon Oil’s common stock all of the outstanding shares of Marathon Petroleum common stock owned by Marathon Oil (the “Distribution”);

WHEREAS, Marathon Oil and Marathon Petroleum have entered into a Separation and Distribution Agreement dated as of the date hereof (the “Distribution Agreement”) in order to carry out, effect and consummate the Distribution; and

WHEREAS, pursuant to the Distribution Agreement, Marathon Oil and Marathon Petroleum have agreed to enter into this Agreement for the purpose of allocating assets, Liabilities and responsibilities with respect to certain employee compensation and benefit plans and programs between and among them.

NOW, THEREFORE, in consideration of the premises and of the respective agreements and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

Section 1.1 Definitions. Capitalized terms not defined in this Agreement shall have the meanings ascribed to them in the Distribution Agreement. For purposes of this Agreement:

“Actuary” means the Aon Hewitt business component of Aon Corporation and/or any other actuarial firm that will perform the calculations required by this Agreement.

“Agreement” means this Employee Matters Agreement together with those parts of the Distribution Agreement specifically referenced herein and all Schedules hereto.

“Benefit Plan” means, with respect to an entity, each plan, program, arrangement, agreement or commitment (whether written or unwritten, formal or informal) that is an employment, consulting, non-competition or deferred compensation agreement, or an executive compensation, incentive bonus or other bonus, employee pension, profit sharing, savings, retirement, supplemental retirement, stock option,

Page 1 of 35

stock purchase, stock appreciation rights, restricted stock, other equity-based compensation, severance pay, salary continuation, life, health, hospitalization, wellness, sick leave, vacation pay, disability or accident insurance plan, or other employee benefit plan, program, arrangement, agreement or commitment, (1) including any “employee benefit plan” (as defined in Section 3(3) of ERISA), sponsored or maintained by such entity (or to which such entity contributes or is required to contribute or has any Liabilities, directly or indirectly, contingent or fixed) and (2) excluding any indemnification obligations, other than any obligations contained in any of the foregoing.

“COBRA” means the continuation coverage requirements for “group health plans” under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as codified in Code Section 4980B and Sections 601 through 608 of ERISA, and any similar purpose state group health plan continuation Law.

“Code” or “Internal Revenue Code” means the Internal Revenue Code of 1986.

“Delayed Transfer Employees” means those MRO Employees or MPC Employees who are considered by the Parties to be important to the Marathon Petroleum Business or Marathon Oil Business and whose transfer from the MRO Group to the MPC Group or from the MPC Group to the MRO Group in connection with the Separation will be delayed, due to certain business constraints, until after the Distribution Date but prior to January 1, 2012. Such delayed transfers will occur on or after July 1, 2011 but not later than immediately prior to midnight on December 31, 2011.

“Delayed Transfer MPC Option” has the meaning set forth in Section 13.2(c)(ii).

“Delayed Transfer MPC Restricted Stock” has the meaning set forth in Section 13.5(c)(ii).

“Delayed Transfer MRO Option” has the meaning set forth in Section 13.2(c)(iii).

“Delayed Transfer MRO Restricted Stock” shall have the meaning set forth in Section 13.5(c)(iii).

“Distribution” has the meaning set forth in the recitals to this Agreement.

“Distribution Agreement” has the meaning set forth in the recitals to this Agreement.

“Downstream Employee” means an employee employed by the refining, marketing and transportation business prior to, on or after the Distribution Date, as well as employees of Speedway LLC and its Subsidiaries unless otherwise stated in this Agreement, but specifically excluding any individual who is an MRO Employee.

“Employee Leasing Agreements” means the agreements between the Parties (or their respective Subsidiaries) for providing, on a limited basis, temporary services from individual employees of one Party or any of its Subsidiaries to the other Party or any of its Subsidiaries.

“Equity Awards” means all equity-based awards granted under the MRO Stock Plans or the MPC Incentive Compensation Plan.

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

“ERISA Affiliate” means, with respect to any Person, each business or entity which is a member of a “controlled group of corporations,” under “common control” or a member of an “affiliated service group” with such person within the meaning of Sections 414(b), (c) or (m) of the Code, or required to be

Page 2 of 35

aggregated with such Person under Section 414(o) of the Code, or under “common control” with such Person within the meaning of Section 4001(a)(14) of ERISA.

“HIPAA” means the Health Insurance Portability and Accountability Act of 1996.

“IRS” means the Internal Revenue Service.

“NYSE” means the New York Stock Exchange.

“Marathon Oil” or “MRO” has the meaning set forth in the preamble to this Agreement.

“Marathon Oil Business” has the meaning set forth in the recitals to this Agreement.

“Marathon Petroleum” or “MPC” has the meaning set forth in the preamble to this Agreement.

“Marathon Petroleum Business” has the meaning set forth in the recitals to this Agreement.

“MPC” means Marathon Petroleum Corporation.

“MPC Adjusted Exercise Price” has the meaning set forth in Section 13.2(b).

“MPC Benefit Plan“ means any U.S. Benefit Plan sponsored, maintained or contributed to by any member of the MPC Group, including the Marathon Petroleum Retirement Plan, the Marathon Petroleum Thrift Plan, the Marathon Petroleum Deferred Compensation Plan, the Marathon Petroleum Excess Benefit Plan, the Marathon Petroleum Termination Allowance Plan, the Marathon Petroleum Change in Control Severance Benefits Plan, the MPC/10 Retiree Health Plan and the MPC Welfare Plans, and any Benefit Plan assumed or adopted by any member of the MPC Group, specifically excluding any MRO Benefit Plans.

“MPC Committee” means the Compensation Committee of the Board of Directors of Marathon Petroleum or, where action has been taken by the full board, the full Board of Directors of MPC.

“MPC Delayed Price Ratio” means, with respect to a Delayed Transfer Employee, the quotient obtained by dividing (i) the mean average of the high and low NYSE consolidated transactions reporting system trading prices for Marathon Petroleum common stock on the last Trading Day on the NYSE immediately before such Delayed Transfer Employee’s Transfer Date by (ii) the mean average of the high and low NYSE consolidated transactions reporting system trading prices for Marathon Oil common stock on the last Trading Day on the NYSE immediately before such Delayed Transfer Employee’s Transfer Date.

“MPC Delayed Share Ratio” means, with respect to a Delayed Transfer Employee, the quotient obtained by dividing (i) the mean average of the high and low NYSE consolidated transactions reporting system trading prices for Marathon Oil common stock on the last trading day on the NYSE immediately before such Delayed Transfer Employee’s Transfer Date by (ii) the mean average of the high and low NYSE consolidated transactions reporting system trading prices for Marathon Petroleum common stock on the last Trading Day on the NYSE immediately before such Delayed Transfer Employee’s Transfer Date.

“MPC Employee” means any individual who immediately following the Distribution Date is employed by Marathon Petroleum or any member of the MPC Group, other than Speedway LLC and its

Page 3 of 35

Subsidiaries unless specifically stated to the contrary, as a common law employee, including active employees and employees on vacation or an approved leave of absence.

“MPC Group” means Marathon Petroleum Corporation and its Subsidiaries.

“MPC Incentive Compensation Plan” means the Marathon Petroleum Corporation 2011 Incentive Compensation Plan.

“MPC Participant” means any individual who, immediately following the Distribution Date, is an MPC Employee, a former Downstream Employee who is not an MRO Employee, or a beneficiary, dependent or alternate payee of an MPC Employee or former Downstream Employee who is not an MRO Employee.

“MPC Price Ratio” means the quotient obtained by dividing the MPC Stock Value by the MRO Pre-Distribution Stock Value.

“MPC Reimbursement Account Plans” shall have the meaning set forth in Section 7.1.

“MPC Restricted Stock” shall have the meaning set forth in Section 13.5(b).

“MPC RSUs” shall have the meaning set forth in Section 13.6(b).

“MPC SAR” shall have the meaning set forth in Section 13.4.

“MPC Service Plans” means (a) the Marathon Petroleum Employee Service Plan, which is used by plans other than the qualified and non-qualified plans, (b) the Marathon Petroleum Retirement Plan, (c) the Marathon Petroleum Thrift Plan and (d) the Marathon Petroleum severance plan.

“MPC Share Ratio” means the quotient obtained by dividing the MRO Pre-Distribution Stock Value by the MPC Stock Value.

“MPC Stock Value” means the mean average of the high and low NYSE consolidated transactions reporting system trading prices for Marathon Petroleum common stock on the first Trading Day on the NYSE immediately following the Effective Time.

“MPC Unvested Option” has the meaning set forth in Section 13.2(b).

“MPC Vested Option” has the meaning set forth in Section 13.3(a).

“MPC Welfare Plans” has the meaning set forth in Schedule 1.

“MRO” means Marathon Oil Corporation.

“MRO Adjusted Exercise Price” has the meaning set forth in Section 13.2(a).

“MRO Benefit Plan” means any domestic U.S. Benefit Plan sponsored, maintained or contributed to by MRO or any Subsidiaries of MRO, other than an MPC Benefit Plan.

“MRO Committee” means the Compensation Committee of the Board of Directors of Marathon Oil Corporation.

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“MRO Delayed Price Ratio” means, with respect to a Delayed Transfer Employee, the quotient obtained by dividing (i) the mean average of the high and low NYSE consolidated transactions reporting system trading prices for Marathon Oil common stock on the last Trading Day on the NYSE immediately before such Delayed Transfer Employee’s Transfer Date by (ii) the mean average of the high and low NYSE consolidated transactions reporting system trading prices for Marathon Petroleum common stock on the last Trading Day on the NYSE immediately before such Delayed Transfer Employee’s Transfer Date.

“MRO Delayed Share Ratio” means, with respect to a Delayed Transfer Employee, the quotient obtained by dividing (i) the mean average of the high and low NYSE consolidated transactions reporting system trading prices for Marathon Petroleum common stock on the last trading day on the NYSE immediately before such Delayed Transfer Employee’s Transfer Date by (ii) the mean average of the high and low NYSE consolidated transactions reporting system trading prices for Marathon Oil common stock on the last Trading Day on the NYSE immediately before such Delayed Transfer Employee’s Transfer Date.

“MRO Employee” means any individual who immediately following the Distribution Date is employed by MRO or any member of the MRO Group as a common law employee, including active employees and employees on vacation or an approved leave of absence.

“MRO Group” means Marathon Oil Corporation and its Subsidiaries but excluding Marathon Petroleum Corporation and its Subsidiaries.

“MRO Option” means a stock option award under any of the MRO Stock Plans.

“MRO Participant” means any individual who, immediately following the Distribution Date, is (a) an MRO Employee, (b) a former Upstream Employee who is not an MPC Employee or Speedway Employee, or (c) a beneficiary, dependent or alternate payee of an MRO Employee or former Upstream Employee who is not an MPC Employee or Speedway Employee. Any individual who retired from an entity in the MPC Group after April 1, 1998 or terminated after March 31, 1998 shall not be an MRO Participant.

“MRO Post-Distribution Stock Value” means the mean average of the high and low NYSE consolidated transactions reporting system trading prices for Marathon Oil common stock on the first Trading Day on the NYSE immediately following the Effective Time.

“MRO Pre-Distribution Stock Value” means the mean average of the high and low NYSE consolidated transactions reporting system trading prices for Marathon Oil common stock on the last Trading Day on the NYSE immediately before the Effective Time.

“MRO Price Ratio” means the quotient obtained by dividing the MRO Post-Distribution Stock Value by the MRO Pre-Distribution Stock Value.

“MRO Reimbursement Account Plans” has the meaning set forth in Article VII.

“MRO Restricted Stock” means a restricted stock award under any of the MRO Stock Plans.

“MRO RSU” means a restricted stock unit award under any of the MRO Stock Plans.

“MRO SAR” means a stock appreciation right award under any of the MRO Stock Plans.

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“MRO Service Plans” means (a) the Marathon Oil Company Employee Service Plan, which is used by plans other than the qualified and non-qualified plans, (b) the Retirement Plan of Marathon Oil Company, (c) the Marathon Oil Company Thrift Plan.

“MRO Share Ratio” means the quotient obtained by dividing the MRO Pre-Distribution Stock Value by the MRO Post-Distribution Stock Value.

“MRO Stock Plans” means, collectively, the Marathon Oil Corporation 1990 Stock Plan, the Marathon Oil Corporation 2003 Incentive Compensation Plan, the Marathon Oil Corporation 2007 Incentive Compensation Plan and any other stock option or stock incentive compensation plan or arrangement for employees, officers or directors of Marathon Oil or its Subsidiaries.

“MRO Thrift Plan” means the Marathon Oil Company Thrift Plan.

“MRO Unvested Option” means an MRO Option or a portion of an MRO Option which is not vested as of the Effective Time.

“MRO Vested Option” means an MRO Option or portion of an MRO Option which is vested as of the Effective Time.

“MRO Welfare Plans” has the meaning set forth in Schedule 1.

“Participating Employer” means an entity that has agreed to permit its employees to participate in a benefit plan sponsored by MRO or its Subsidiaries or MPC or its Subsidiaries.

“Parties” means Marathon Oil and Marathon Petroleum, as parties to this Agreement.

“Pre-Distribution Spread” means, with respect to any MRO Vested Option or MRO SAR, the product of (a) the number of shares of MRO common stock subject to such MRO Vested Option or MRO SAR immediately prior to the Effective Time and (b) the excess of the MRO Pre-Distribution Stock Value over the per-share exercise price for such MRO Vested Option or MRO SAR, prior to any adjustment contemplated by Article XIII.

“Remaining MRO SAR” has the meaning set forth in Section 13.4.

“Remaining MRO Unvested Option” has the meaning set forth in Section 13.2(a).

“Remaining MRO Vested Option” has the meaning set forth in Section 13.3(a).

“Retail Operations” means Speedway LLC, its predecessors including EMRO Marketing Company, and their respective Subsidiaries.

“Speedway Employee” means any individual who as of and immediately following the Distribution Date is employed by Speedway LLC or any of its Subsidiaries, as a common law employee, including active employees and employees on vacation or an approved leave of absence.

“Trading Day” means the period of time during any given calendar day, commencing with the determination of the NYSE consolidated transactions reporting system opening price and ending with the determination of the NYSE consolidated transactions reporting system closing price, in which trading and settlement in shares of MRO Common Stock or MPC Common Stock is permitted on the NYSE.

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“Transfer Date” means, with respect to a Delayed Transfer Employee, the date that such Delayed Transfer Employee commences active employment with a member of the MPC Group or the MRO Group, as applicable, after the Distribution Date.

“U.S.” means the United States of America.

“Upstream Employee” means an employee assigned to the Exploration and Production, Integrated Gas, and Oil Sands Mining businesses prior to, on or after the Distribution Date unless otherwise stated, but specifically excluding any individual who is an MPC Employee.

“WC Claim” means a claim under a state workers’ compensation statute by an employee of the MRO Group or the MPC Group as a result of their employment with the MRO Group or the MPC Group.

“Welfare Plans” means MRO Welfare Plans and MPC Welfare Plans.

Section 1.2 Interpretation. In this Agreement, unless the context clearly indicates otherwise:

(a) words used in the singular include the plural and words used in the plural include the singular;

(b) references to any Person include such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement;

(c) any reference to any gender includes the other gender;

(d) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”;

(e) the words “shall” and “will” are used interchangeably and have the same meaning;

(f) the word “or” shall have the inclusive meaning represented by the phrase “and/or”;

(g) any reference to any Article, Section or Schedule means such Article or Section of, or such Schedule to, this Agreement, as the case may be, and references in any Section or definition to any clause means such clause of such Section or definition;

(h) the words “herein” “hereunder” “hereof” “hereto” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Section or other provision of this Agreement;

(i) any reference to any agreement, Benefit Plan, instrument or other document means such agreement, Benefit Plan, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and not prohibited by this Agreement;

(j) any reference to any Law (including statutes and ordinances) means such Law (including all rules and regulations promulgated thereunder) as amended, modified, codified or reenacted, in whole or in part, and in effect at the time of determining compliance or applicability;

(k) relative to the determination of any period of time, “from” means “from and including” and “to” means “to but excluding” and “through” means “through and including”;

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(l) if there is any conflict between the provisions of the Distribution Agreement and this Agreement, the provisions of this Agreement shall control with respect to the subject matter hereof; if there is any conflict between the provisions of the main body of this Agreement and any of the Schedules hereto, the provisions of the main body of this Agreement shall control unless explicitly stated otherwise in such Schedule;

(m) the titles to Articles and headings of Sections contained in this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of or to affect the meaning or interpretation of this Agreement;

(n) any portion of this Agreement obligating a Party to take any action or refrain from taking any action, as the case may be, shall mean that such Party shall also be obligated to cause its relevant Subsidiaries to take such action or refrain from taking such action, as the case may be;

(o) unless otherwise specified in this Agreement, all references to dollar amounts herein shall be in respect of lawful currency of the United States; and

(p) the language of this Agreement shall be deemed to be the language the Parties hereto have chosen to express their mutual intent, and no rule of strict construction shall be applied against either Party.

ARTICLE II

GENERAL PRINCIPLES

Section 2.1 Assignment of Employees. In general, most employees assigned to the MRO Group and most employees assigned to the MPC Group will remain with their existing employers on the Distribution Date. However, in certain situations MPC employees will be assigned and transferred to the MRO Group and in certain situations MRO employees will be assigned and transferred to the MPC Group effective prior to the Distribution.

Section 2.2 Assumption and Retention of Liabilities, Related Assets

(a) Marathon Oil. As of the Distribution Date, except as otherwise expressly provided for in this Agreement, Marathon Oil shall, or shall cause one or more members of the MRO Group to, assume or retain, as applicable, and hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all MRO Benefit Plans, (ii) all Liabilities with respect to the employment, service, termination of employment or termination of service of all MRO Employees, former Upstream Employees who are not MPC Employees or Speedway Employees, and the respective dependents and beneficiaries of such MRO Employees and former Upstream Employees and (iii) any other Liabilities expressly assigned or allocated to Marathon Oil or any member of the MRO Group under this Agreement, and neither Marathon Petroleum nor any other member of the MPC Group shall have any responsibility for any such Liabilities.

(b) Marathon Petroleum. As of the Distribution Date, except as otherwise expressly provided for in this Agreement, Marathon Petroleum shall, or shall cause one or more members of the MPC Group to, assume or retain, as applicable, and Marathon Petroleum hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all MPC Benefit Plans, (ii) all Liabilities with respect to the employment, service, termination of employment or termination of service of all MPC Employees, Speedway Employees, former Downstream Employees who are not MRO Employees, former Speedway Employees who are not MRO Employees and the respective dependents and beneficiaries of such MPC Employees and former Downstream Employees and Speedway

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Employees and former Speedway Employees and (iii) any other Liabilities expressly assigned or allocated to Marathon Petroleum or any member of the MPC Group under this Agreement, and neither Marathon Oil nor any other member of the MRO Group shall have any responsibility for any such Liabilities.

(c) Payments Before the Distribution Date. The assumption by Marathon Petroleum of Liabilities under this Agreement shall not create any obligation of Marathon Petroleum to reimburse Marathon Oil for any Liabilities paid or discharged by Marathon Oil before the Distribution Date. The assumption by Marathon Oil of Liabilities under this Agreement shall not create any obligation of Marathon Oil to reimburse Marathon Petroleum for any Liabilities paid or discharged by Marathon Petroleum before the Distribution Date.

(d) Reimbursements.

(i) From time to time after the Distribution Date, Marathon Petroleum (acting directly or through a member of the MPC Group) shall promptly reimburse Marathon Oil, upon Marathon Oil’s reasonable request and the presentation by Marathon Oil of such substantiating documentation as Marathon Petroleum may reasonably request, for the cost of any Liabilities satisfied by Marathon Oil or any member of the MRO Group that are, pursuant to this Agreement, the responsibility of Marathon Petroleum or any member of the MPC Group.

(ii) From time to time after the Distribution Date, Marathon Oil (acting directly or through a member of the MRO Group) shall promptly reimburse Marathon Petroleum, upon Marathon Petroleum’s reasonable request and the presentation by Marathon Petroleum of such substantiating documentation as Marathon Oil may reasonably request, for the cost of any Liabilities satisfied by Marathon Petroleum or any member of the MPC Group that are, pursuant to this Agreement, the responsibility of Marathon Oil or any member of the MRO Group.

Section 2.3 Plan Participation.

(a) MPC Participation in MRO Benefit Plans. Except as otherwise expressly provided for in this Agreement or as otherwise expressly agreed to in writing between the Parties, (i) effective as of the Distribution Date, each of Marathon Petroleum and each other member of the MPC Group shall cease to be a Participating Employer in the MRO Benefit Plans, and (ii) each (A) MPC Employee and Speedway Employee as of the Distribution Date, and (B) Delayed Transfer Employee who transfers from the MRO Group to the MPC Group, effective as of such Delayed Transfer Employee’s Transfer Date, shall cease to participate in, be covered by, accrue benefits under, be eligible to contribute to or have any other rights under any MRO Benefit Plan, and Marathon Oil and Marathon Petroleum shall take all necessary action to effectuate each such cessation.

(b) Marathon Oil Participation in MPC Benefit Plans. Except as otherwise expressly provided for in this Agreement or as otherwise expressly agreed to in writing between the Parties, (i) effective as of the Distribution Date, Marathon Oil and each other member of the MRO Group shall cease to be a Participating Employer in MPC Benefit Plans and (ii) each (A) MRO Employee as of the Distribution Date, and (B) Delayed Transfer Employee who transfers from the MPC Group to the MRO Group, effective as of such Delayed Transfer Employee’s Transfer Date, shall cease to participate in, be covered by, accrue benefits under, be eligible to contribute to or have any other rights under any MPC Benefit Plan, and Marathon Petroleum and Marathon Oil shall take all necessary action to effectuate each such cessation.

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Section 2.4 Comparable Benefits.

(a) Comparable Benefits for MPC Employees. Except as otherwise agreed to in writing by Marathon Oil, with respect to an MPC Employee, for the period commencing on the Distribution Date and ending on December 31, 2011, Marathon Petroleum (acting directly or through a member of the MPC Group) intends to provide such MPC Employee with employee benefits that are in Marathon Petroleum’s sole opinion, substantially comparable, in the aggregate, to the employee benefits to which such MPC Employee was entitled immediately prior to the Effective Time.

(b) Comparable Benefits for MRO Employees. Except as otherwise agreed to in writing by Marathon Petroleum, with respect to an MRO Employee, for the period commencing on the Distribution Date and ending on December 31, 2011, Marathon Oil (acting directly or through a member of the MRO Group) intends to provide such MRO Employee with employee benefits that are in Marathon Oil’s sole opinion, substantially comparable, in the aggregate, to the employee benefits to which such MRO Employee was entitled to immediately prior to the Effective Time.

Section 2.5 Employee Service Recognition

(a) MPC Pre-Distribution Service Credit. Marathon Petroleum (acting directly or through a member of the MPC Group) shall give each MPC Employee full credit for purposes of eligibility, vesting, determination of level of benefits and, to the extent applicable, benefit accruals under any MPC Benefit Plan for such MPC Employee’s service with any member of the MRO Group prior to the Distribution Date to the same extent such service was recognized by the corresponding MRO Benefit Plan immediately prior to the Distribution Date; provided, however, that such service shall not be recognized to the extent that such recognition would result in the duplication of benefits under an MPC Benefit Plan and an MRO Benefit Plan.

(b) MRO Pre-Distribution Service Credit. Marathon Oil (acting directly or through a member of the MRO Group) shall give each MRO Employee full credit for purposes of eligibility, vesting, determination of level of benefits and, to the extent applicable, benefit accruals under any MRO Benefit Plan for such MRO Employee’s service with any member of the MPC Group prior to the Distribution Date to the same extent such service was recognized by the corresponding MPC Benefit Plan immediately prior to the Distribution Date; provided, however, that such service shall not be recognized to the extent that such recognition would result in the duplication of benefits under an MRO Benefit Plan and an MPC Benefit Plan.

(c) Post-Distribution Reciprocal Service Crediting. Each of Marathon Oil and Marathon Petroleum (acting directly or through members of the MRO Group or the MPC Group, respectively) shall cause each of the MRO Service Plans and the MPC Service Plans, respectively, to provide the following service crediting rules effective as of the Distribution Date:

(i) If Marathon Oil and Marathon Petroleum agree in writing to the transfer of an MRO Employee as a Delayed Transfer Employee to a member of the MPC Group, such MRO Employee was a participant in any of the MRO Service Plans and such MRO Employee is continuously employed by the MRO Group from the Distribution Date through the date which comes immediately before such MRO Employee commences active employment with a member of the MPC Group, then such MRO Employee’s service with the MRO Group following the Distribution Date shall be recognized under the corresponding MPC Service Plans for purposes of eligibility, vesting and level of benefits, in each case to the same extent as such MRO Employee’s service with the MRO Group was recognized under the corresponding MRO Service Plans;

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provided, however, that such service shall not be recognized to the extent that such recognition would result in the duplication of benefits under an MPC Benefit Plan and an MRO Benefit Plan.

(ii) If Marathon Oil and Marathon Petroleum agree in writing to the transfer of an MPC Employee as a Delayed Transfer Employee to a member of the MRO Group, such MPC Employee was a participant in any of the MPC Service Plans and such MPC Employee is continuously employed by the MPC Group from the Distribution Date through the date which comes immediately before such MPC Employee commences active employment with a member of the MRO Group, then such MPC Employee’s service with the MPC Group following the Distribution Date shall be recognized under the corresponding MRO Service Plans for purposes of eligibility, vesting and level of benefits, in each case to the same extent as such MPC Employee’s service with the MPC Group was recognized under the corresponding MPC Service Plans; provided, however, that such service shall not be recognized to the extent that such recognition would result in the duplication of benefits under an MPC Benefit Plan and an MRO Benefit Plan.

(iii) Except as provided in Section 2.5(c)(i), if an MRO Employee after the Distribution Date becomes employed by a member of the MPC Group, then, except to the extent required by applicable Law, such individual’s service with the MRO Group following the Distribution Date will not be recognized for any purpose under any MPC Benefit Plan.

(iv) Except as provided in Section 2.5(c)(ii), if an MPC Employee after the Distribution Date becomes employed by a member of the MRO Group, then, except to the extent required by applicable Law, such individual’s service with the MPC Group following the Distribution Date will not be recognized for any purpose under any MRO Benefit Plan.

Section 2.6 Plan Spin-offs. Both Marathon Oil and Marathon Petroleum shall take appropriate steps, prior to the Effective Time, to ensure that the benefits of MPC Employees and MRO Employees are transferred, to the extent necessary, and such that each MPC Employee’s full benefit is fully reflected in the appropriate MPC Benefit Plan, and each MRO Employee’s full benefit is fully reflected in the appropriate MRO Benefit Plan as soon as practicable on or after the Distribution Date, or in the case of a Delayed Transfer Employee, at the applicable Transfer Date but in no case later than the first anniversary of the Distribution Date.

Section 2.7 Delayed Transfer Employees. Following the Distribution Date but on or before December 31, 2011, a limited number of MRO Employees may be transferred to the MPC Group, and a limited number of MPC Employees may be transferred to the MRO Group.

Section 2.8 Leased Employees. MRO Employees who have been leased or seconded to the MPC Group through an employee leasing agreement shall remain in the MRO Benefits Plans during the duration of the secondment or leasing, which shall not exceed 18 months. MPC Employees who have been leased or seconded to the MRO Group through an Employee Leasing Agreement shall remain in the MPC Benefit Plans during the duration of the secondment or leasing, which shall not exceed 18 months. Any such employee leasing agreement(s) shall require the company benefiting from the services of each leased employee to fully reimburse the leasing company for the full cost of each such employee’s remuneration and shall contain other terms and conditions consistent with an arm’s length commercial relationship between the leasing company and service recipient.

Section 2.9 Speedway Employees. Speedway LLC will remain a Subsidiary of Marathon Petroleum and, immediately after the Distribution Date, will continue to sponsor its current Benefit Plans,

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employment practices, and pay practices pursuant to their respective terms and conditions. Speedway LLC shall continue to sponsor Benefit Plans as provided in Section 3.4 and Section 4.4.

ARTICLE III

QUALIFIED PENSION PLANS

In an effort to ensure that, to the extent practical, individuals who will be MRO Employees and MPC Employees after the Distribution Date will have all of their accrued benefits in a single plan, certain actions will be taken with respect to the Retirement Plan of Marathon Oil Company and the Marathon Petroleum Retirement Plan to make appropriate transfers of plan assets and Liabilities.

Section 3.1 Defined Benefit Pension Plans.

(a) Retirement Plan of Marathon Oil Company. After the Distribution Date, MRO Participants shall continue to participate in the Retirement Plan of Marathon Oil Company. Marathon Oil shall take all necessary steps to have the Retirement Plan of Marathon Oil Company accept assets and Liabilities from the Marathon Petroleum Retirement Plan (based on a good faith actuarial estimate of accrued benefits as of May 31, 2011) representing any benefits accrued by individuals who have accrued benefits in the Marathon Petroleum Retirement Plan and (i) who are expected to be employed by the MRO Group immediately after the Distribution Date or (ii) who have a benefit under the Speedway Retirement Plan and are expected to be employed by an Affiliated Company (as such term is defined in the Marathon Petroleum Deferred Compensation Plan) immediately after the Distribution Date. An initial transfer of assets and Liabilities shall occur on or about June 16, 2011. On or about October 31, 2011, Marathon Oil shall take all necessary steps to have the Retirement Plan of Marathon Oil Company accept assets and Liabilities from the Marathon Petroleum Retirement Plan based on a final actuarial calculation representing any benefits accrued by individuals who have accrued benefits in the Marathon Petroleum Retirement Plan and who are employed by the MRO Group immediately after the Distribution Date.

(b) Marathon Petroleum Retirement Plan. After the Distribution Date, MPC Participants shall continue to participate in the Marathon Petroleum Retirement Plan. Marathon Petroleum shall take all necessary steps to have the Marathon Petroleum Retirement Plan accept assets and Liabilities from the Retirement Plan of Marathon Oil Company (based on a good faith actuarial estimate of accrued benefits as of May 31, 2011) representing any benefits accrued by individuals who have accrued benefits in the Retirement Plan of Marathon Oil Company and who are expected to be employed by the MPC Group immediately after the Distribution Date. An initial transfer of assets and Liabilities shall occur on or about June 16, 2011. On or about October 31, 2011, Marathon Petroleum shall take all necessary steps to have the Marathon Petroleum Retirement Plan accept assets and Liabilities from the Retirement Plan of Marathon Oil Company based on a final actuarial calculation representing any benefits accrued by individuals who have accrued benefits in the Retirement Plan of Marathon Oil Company and who are employed by the MPC Group immediately after the Distribution Date.

(c) Post-May 31, 2011 Transfers and Delayed Transfer Employees. On or before May 31, 2012, Marathon Oil shall take all necessary steps to have the Retirement Plan of Marathon Oil Company accept assets and Liabilities from the Marathon Petroleum Retirement Plan representing any benefits accrued by individuals who transferred from the MPC Group to the MRO Group after May 31, 2011 and have accrued benefits in the Marathon Petroleum Retirement Plan. On or before March 31, 2012, Marathon Petroleum shall take all necessary steps to have the Marathon Petroleum Retirement Plan accept assets and Liabilities from the Retirement Plan of Marathon Oil Company representing any benefits accrued by individuals who transferred from the MRO Group to the MPC Group after May 31, 2011 and have accrued benefits in the Retirement Plan of Marathon Oil Company.

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(d) Transfer of Pension Plan Assets. With respect to both the Retirement Plan of Marathon Oil Company and the Marathon Petroleum Retirement Plan the Parties agree that with respect to the transfers from each respective plan pursuant to Section 3.1(b), assets and any related earnings or losses shall be determined and transferred from each plan’s trust in accordance with Section 414(l) of the Code, Treasury Regulation Section 1.414(l)-1, Section 208 of ERISA and the assumptions and valuation methodology which the Pension Benefit Guaranty Corporation would have used under Section 4044 of ERISA as of the Distribution Date as set forth in Schedule 2 to this Agreement. The transfer occurring pursuant to Section 3.1(c) will use the same assumptions and valuation methodology; provided however, adjustments to the assets and liabilities associated with each individual who transfers after May 31, 2011 will be made to reflect current accrued benefits and associated liabilities and asset values through the transfer date for each such individual.

(e) Continuation of Elections.

(i) MPC Continuation of Elections. As of the Distribution Date, Marathon Petroleum (acting directly or through a member of the MPC Group) shall cause the Marathon Petroleum Retirement Plan to recognize, to the extent practicable, all existing elections, including beneficiary designations, payment form elections and rights of alternate payees under qualified domestic relations orders with respect to MPC Participants under the Retirement Plan of Marathon Oil Company.

(ii) MRO Continuation of Elections. As of the Distribution Date, Marathon Oil (acting directly or through a member of the MRO Group) shall cause the Retirement Plan of Marathon Oil Company to recognize, to the extent practicable, all existing elections beneficiary designations, payment form elections and rights of alternate payees under qualified domestic relations orders with respect to MRO Participants under the Marathon Petroleum Retirement Plan.

Section 3.2 Delayed Transfer Employees.

(a) Elections of Delayed Transfer Employees.

(i) MPC Continuation of Elections. As of each Delayed Transfer Employee’s Transfer Date, Marathon Petroleum (acting directly or through a member of the MPC Group) shall cause the Marathon Petroleum Retirement Plan to recognize, to the extent practicable, all existing elections under the Retirement Plan of Marathon Oil Company, including beneficiary designations, payment form elections and rights of alternate payees under qualified domestic relations orders with respect to each Delayed Transfer Employee who transfers from the MRO Group to the MPC Group.

(ii) MRO Continuation of Elections. As of each Delayed Transfer Employee’s Transfer Date, Marathon Oil (acting directly or through a member of the MRO Group) shall cause the Retirement Plan of Marathon Oil Company to recognize, to the extent practicable, all existing elections under the MPC Retirement Pension Plan, including beneficiary designations, payment form elections and rights of alternate payees under qualified domestic relations orders with respect to each Delayed Transfer Employee who transfers from the MPC Group to the MRO Group.

Section 3.3 Defined Contribution Plans. On the Distribution Date, Marathon Petroleum (acting directly or through a member of the MPC Group) shall assume or continue sponsorship of the Marathon Petroleum Thrift Plan which shall be created on or prior to the Distribution Date. Marathon

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Petroleum shall take all necessary steps for the Marathon Petroleum Thrift Plan to accept assets and Liabilities, including participant loans, from the Marathon Oil Company Thrift Plan representing any benefits accrued by individuals, who are employees of the MPC Group either (i) immediately on or after the Distribution Date, or (ii) the applicable Transfer Date in the case of a Delayed Transfer Employee moving from the MRO Group to the MPC Group, or (iii) who retired or terminated as Downstream Employees after April 1, 1998 and prior to the Distribution Date who have accrued benefits in the Marathon Oil Company Thrift Plan. Marathon Petroleum shall also take all necessary steps for the Marathon Petroleum Thrift Plan to accept assets and Liabilities, including participant loans, from the Marathon Oil Company Thrift Plan representing any benefits accrued by Speedway Employees, who have accrued benefits in the Marathon Oil Company Thrift Plan.

Section 3.4 Speedway LLC Qualified Benefit Plans. Immediately after the Distribution Date Speedway LLC shall remain a Subsidiary of Marathon Petroleum.

(a) Speedway LLC and its direct Subsidiaries shall continue to sponsor the Speedway LLC Retirement Plan, for such period of time as Speedway LLC shall determine in its sole discretion.

(b) Speedway LLC and its direct Subsidiaries shall continue to sponsor the Speedway LLC Retirement Savings Plan, for such period of time as Speedway LLC shall determine in its sole discretion.

ARTICLE IV

NON-QUALIFIED PLANS

Section 4.1 Excess Benefit Plans.

(a) Marathon Oil Company Excess Benefit Plan. Marathon Oil Company shall continue to sponsor the Marathon Oil Company Excess Benefit Plan after the Distribution Date, for such period of time as Marathon Oil shall determine in its sole discretion. Marathon Oil shall take all necessary steps for the Marathon Oil Company Excess Benefit Plan to accept Liabilities from the Marathon Petroleum Excess Benefit Plan representing any benefits accrued by individuals who are either (i) MRO Employees or (ii) Delayed Transfer Employees who move from the MPC Group to the MRO Group and, in either case, have accrued benefits in the Marathon Petroleum Excess Benefit Plan. Marathon Oil shall also take all necessary steps for the Marathon Oil Company Excess Benefit Plan to accept Liabilities from the Speedway Excess Benefit Plan representing any benefits accrued by individuals, who are either (i) MRO Employees or (ii) Delayed Transfer Employees who move from the MPC Group to the MRO Group and, in either case, have accrued benefits in the Speedway Excess Benefit Plan.

(b) Marathon Petroleum Excess Benefit Plan. Marathon Petroleum Company LP shall continue to sponsor the Marathon Petroleum Excess Benefit Plan after the Distribution Date, for such period of time as Marathon Petroleum shall determine in its sole discretion. Marathon Petroleum (acting directly or through a member of the MPC Group) shall take all necessary steps for the Marathon Petroleum Excess Benefit Plan to accept Liabilities from the Marathon Oil Company Excess Benefit Plan representing any benefits accrued by individuals, who are either (i) MPC Employees or (ii) Delayed Transfer Employees who move from the MRO Group to the MPC Group and, in either case, have accrued benefits in the Marathon Oil Company Excess Benefit Plan. Marathon Petroleum (acting directly or through a member of the MPC Group) shall also take all necessary steps for the Marathon Petroleum Excess Benefit Plan to accept Liabilities from the Marathon Oil Company Excess Benefit Plan representing any benefits accrued by individuals, who are Speedway Employees and have accrued benefits in the Marathon Oil Company Excess Benefit Plan.

Section 4.2 Officer Deferred Compensation Plans.

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(a) Marathon Oil Company Deferred Compensation Plan. Marathon Oil (acting directly or through a member of the MRO Group) shall continue to sponsor the Marathon Oil Company Deferred Compensation Plan, for such period of time as Marathon Oil shall determine in its sole discretion. After the Distribution Date eligible employees of Marathon Oil or its Subsidiaries shall continue to participate in the Marathon Oil Company Deferred Compensation Plan. Marathon Oil (acting directly or through a member of the MRO Group) shall take all necessary steps for the Marathon Oil Company Deferred Compensation Plan to accept Liabilities from the Marathon Petroleum Deferred Compensation Plan representing any benefits accrued by individuals, who are either (i) MRO Employees or (ii) Delayed Transfer Employees transferring from the MPC Group to the MRO Group and, in either case, have accrued benefits in the Marathon Petroleum Deferred Compensation Plan as of the Effective Time or Transfer Date, as applicable. In addition, Marathon Oil (acting directly or through a member of the MRO Group) shall take all necessary steps for the Marathon Oil Company Deferred Compensation Plan to accept Liabilities from the Speedway Deferred Compensation Plan representing any benefits accrued by individuals who are MRO Employees and have accrued benefits in the Speedway Deferred Compensation Plan as of the Effective Time.

(b) Marathon Petroleum Deferred Compensation Plan. The Marathon Petroleum Deferred Compensation Plan shall continue to be sponsored by Marathon Petroleum (acting directly or through a member of the MPC Group), for such period of time as Marathon Petroleum shall determine in its sole discretion. After the Distribution Date eligible employees of Marathon Petroleum or its Subsidiaries shall continue to participate in the Marathon Petroleum Deferred Compensation Plan. Marathon Petroleum (acting directly or through a member of the MPC Group) shall take all necessary steps for the Marathon Petroleum Deferred Compensation Plan to accept Liabilities from the Marathon Oil Company Deferred Compensation Plan representing any benefits accrued by individuals, who are either (i) MPC Employees or (ii) Delayed Transfer Employees transferring from the MRO Group the MPC Group and, in either case, have accrued benefits in the Marathon Oil Company Deferred Compensation Plan. Marathon Petroleum (acting directly or through a member of the MPC Group) shall also take all necessary steps for the Marathon Petroleum Deferred Compensation Plan to accept Liabilities from the Marathon Oil Company Deferred Compensation Plan representing any benefits accrued by individuals who are Speedway Employees and have accrued benefits in the Marathon Oil Company Deferred Compensation Plan.

Section 4.3 Continuation of Elections. All deferral elections under the Marathon Oil Company Deferred Compensation Plan, the Marathon Petroleum Deferred Compensation Plan and the Speedway Deferred Compensation Plan shall remain in effect for all of 2011.

Section 4.4 Speedway Nonqualified Plans.

(a) Speedway Excess Benefit Plan. Speedway LLC shall continue to sponsor (for such period of time as Speedway LLC shall determine in its sole discretion) and retain the Liabilities of the Speedway Excess Benefit Plan after the Distribution Date except for those Liabilities transferred pursuant to Section 4.1(a).

(b) Speedway Deferred Compensation Plan. Speedway LLC shall continue to sponsor (for such period of time as Speedway LLC shall determine in its sole discretion) and retain the Liabilities of the Speedway Deferred Compensation Plan after the Distribution Date, except for those Liabilities transferred pursuant to Section 4.2(a).

(c) EMRO Marketing Company Deferred Compensation Plan. On and immediately following the Distribution Date, Speedway LLC shall continue to sponsor the frozen EMRO Marketing Company Deferred Compensation Plan (for such period of time as Speedway LLC shall determine in its

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sole discretion). Neither MRO nor any member of the MRO Group shall assume any Liabilities with respect to this plan.

ARTICLE V

WELFARE BENEFITS PLANS AND EMPLOYMENT PRACTICES

Section 5.1 Adoption of Plans by MPC.

(a) Prior to the Distribution Date, Marathon Petroleum (acting directly or through a member of the MPC Group) shall establish welfare benefit plans and employment practices substantially similar to those currently available to Downstream Employees generally. Marathon Petroleum shall retain the assets and Liabilities of all such welfare benefit plans and employment practices on and after the Distribution Date.

(b) Terms of Participation in MPC Welfare Plans. Marathon Petroleum (acting directly or through a member of the MPC Group) shall cause each MPC Welfare Plan to (i) waive all limitations as to preexisting conditions, exclusions and service conditions with respect to participation and coverage requirements applicable to MPC Participants and Delayed Transfer Employees transferring from the MRO Group to the MPC Group, (ii) honor any deductibles, out-of-pocket maximums, and co-payments incurred by MPC Participants and Delayed Transfer Employees transferring from the MRO Group to the MPC Group under the corresponding MRO Welfare Plan in satisfying any applicable deductibles, out-of-pocket maximums or co-payments under an MPC Welfare Plan during the same plan year in which such deductibles, out-of-pocket maximums and co-payments were made, and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to (A) an MPC Participant following the Distribution Date or (B) a Delayed Transfer Employee transferring from the MRO Group to the MPC Group following such Delayed Transfer Employee’s Transfer Date, in each case to the extent such MPC Participant or Delayed Transfer Employee, as applicable, had satisfied any similar limitation under the corresponding MRO Welfare Plan.

(c) Terms of Participation in MRO Welfare Plans. Marathon Oil (acting directly or through a member of the MRO Group) shall cause each MRO Welfare Plan to (i) waive all limitations as to preexisting conditions, exclusions, and service conditions with respect to participation and coverage requirements applicable to MRO Participants and Delayed Transfer Employees transferring from the MPC Group to the MRO Group, (ii) honor any deductibles, out-of-pocket maximums, and co-payments incurred by MRO Participants and Delayed Transfer Employees transferring from the MPC Group to the MRO Group under the corresponding MPC Welfare Plan in satisfying any applicable deductibles, out-of-pocket maximums or co-payments under an MPC Welfare Plan during the same plan year in which such deductibles, out-of-pocket maximums and co-payments were made, and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to (A) an MRO Participant following the Distribution Date or (B) a Delayed Transfer Employee transferring from the MPC Group to the MRO Group following such Delayed Transfer Employee’s Transfer Date, in each case to the extent such MRO Participant or Delayed Transfer Employee, as applicable, had satisfied any similar limitation under the corresponding MRO Welfare Plan.

(d) Speedway LLC shall continue to sponsor its current ERISA welfare Benefit Plans, payroll practices and employment policies subject to its right under each plan to terminate, amend or modify each plan.

(e) Continuation of Elections.

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(i) With respect to MPC Participants, as of the Distribution Date, Marathon Petroleum (acting directly or through a member of the MPC Group) shall cause each MPC Welfare Plan to recognize all elections and designations (including all coverage and contribution elections and beneficiary designations) made by MPC Participants under, or with respect to, the MPC Welfare Plans or the corresponding MRO Welfare Plan, as applicable, and apply such elections and designations under the MPC Welfare Plan for the remainder of the period or periods for which such elections or designations are by their original terms applicable, to the extent an election or designation made under a particular MRO Welfare Plan is available under the corresponding MPC Welfare Plan. With respect to each Delayed Transfer Employee transferring from the MRO Group to the MPC Group, as of such Delayed Transfer Employee’s Transfer Date, Marathon Petroleum (acting directly or through a member of the MPC Group) shall cause each MPC Welfare Plan to recognize all elections and designations (including all coverage and contribution elections and beneficiary designations) made by such Delayed Transfer Employee under, or with respect to, the corresponding MRO Welfare Plan and apply such elections and designations under the MPC Welfare Plan for the remainder of the period or periods for which such elections or designations are by their original terms applicable, to the extent such election or designation is available under the corresponding MPC Welfare Plan.

(ii) With respect to MRO Participants, as of the Distribution Date, Marathon Oil (acting directly or through a member of the MRO Group) shall cause each MRO Welfare Plan to recognize all elections and designations (including all coverage and contribution elections and beneficiary designations) made by MRO Participants under, or with respect to, the MRO Welfare Plans or the corresponding MPC Welfare Plan, as applicable, and apply such elections and designations under the MRO Welfare Plan for the remainder of the period or periods for which such elections or designations are by their original terms applicable, to the extent an election or designation made under a particular MPC Welfare Plan is available under the corresponding MRO Welfare Plan. With respect to each Delayed Transfer Employee transferring from the MPC Group to the MRO Group, as of such Delayed Transfer Employee’s Transfer Date, Marathon Oil (acting directly or through a member of the MRO Group) shall cause each MRO Welfare Plan to recognize all elections and designations (including all coverage and contribution elections and beneficiary designations) made by such Delayed Transfer Employee under, or with respect to, the corresponding MPC Welfare Plan and apply such elections and designations under the MRO Welfare Plan for the remainder of the period or periods for which such elections or designations are by their original terms applicable, to the extent such election or designation is available under the corresponding MRO Welfare Plan.

Section 5.2 Liabilities for Claims.

(a) MPC Employees and Former MPC Employees. Marathon Petroleum shall, or shall cause one or more other members of the MPC Group to, continue to provide payment or reimbursement for all Liabilities under the MRO Welfare Plans for claims incurred by MPC Employees and former employees of the MPC Group who are not MRO Employees. Such payment or reimbursement obligation shall be made by the first anniversary of the Distribution. Marathon Petroleum shall, or shall cause one or more other members of the MPC Group to, assume all Liabilities with respect to the MPC Welfare Plans, as contemplated by this Agreement. Additionally, Marathon Petroleum shall, or shall cause the MPC Welfare Plans to assume all Liabilities under the MRO Welfare Plans with respect to claims of Downstream Employees that are incurred but unreported as of the Effective Time or reported but not processed and paid as of the Effective Time. With respect to each Delayed Transfer Employee transferring from the MPC Group to the MRO Group, Marathon Petroleum shall continue to retain all Liabilities under the MPC Welfare Plans incurred and reported before his or her Transfer Date in accordance with each such plan’s standard policies and practices for processing and paying claims.

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(b) MRO Employees and Former MRO Employees. Except as provided in Section 5.2(a), Marathon Oil Company shall retain all Liabilities under the MRO Welfare Plans. With respect to each Delayed Transfer Employee transferring from the MRO Group to the MPC Group, Marathon Oil shall continue to retain all Liabilities under the MRO Welfare Plans incurred and reported before his or her Transfer Date in accordance with each such plan’s standard policies and practices for processing and paying claims.

(c) Cooperation. Marathon Oil and Marathon Petroleum agree to cooperate to assure the transfers of Liabilities under this Section 5.2 are effected in a manner intended to have a minimum adverse impact, if any, on employees.

(d) Responsibility for Processing and Payment. Marathon Oil agrees to process and pay (or to arrange for payment) claims for which Marathon Oil retains the Liability under this Section 5.2, and Marathon Petroleum agrees to process and pay (or to arrange for payment) claims for which Marathon Petroleum retains the Liability under this Section 5.2. Processing and payment for one Party may be done for the other Party pursuant to the Transition Services Agreement.

(e) Balances. Any balances including imprest balances and claims payment balances held temporarily by a third-party administrator as of the Distribution Date will be divided on a per-capita basis between Marathon Oil and Marathon Petroleum and used to pay benefits or administrative fees of the appropriate Welfare Plans; provided, however that the Prudential Advance Premium Account shall be divided based upon the respective coverage levels of MRO Participants and MPC Participants in light of the provider’s recommendation that this is its best practice.

ARTICLE VI

NON-U.S. MPC EMPLOYEES.

Marathon Petroleum (acting directly or through a member of the MPC Group) shall take steps to provide benefit plan coverage to employees of its non-U.S. Subsidiaries effective as of the Distribution Date. Given the limited number of these employees and the practical limitations of establishing similar benefit plans in those jurisdictions, such arrangements may be different than current benefit plan plans offered to certain employees of non-U.S. Subsidiaries.

ARTICLE VII

REIMBURSEMENT ACCOUNT PLANS

Section 7.1 Plans. Effective not later than the Distribution Date, Marathon Petroleum (acting directly or through a member of the MPC Group) shall commence sponsorship of the Marathon Petroleum health and dependent care spending account plans and health care reimbursement account plans (the “MPC Reimbursement Account Plans”), with features that are substantially the same as those in the MRO Health Care Spending Account Plan, the MRO Dependent Care Reimbursement Account Plan and the MRO Health Reimbursement Account Plan immediately prior to the Distribution (the “MRO Reimbursement Account Plans”). Each MPC Participant shall cease participating in the MRO Reimbursement Account Plans effective as of the Distribution and shall commence participation in the MPC Reimbursement Account Plans. The elections of each MPC Participant under the MRO Reimbursement Account Plans for calendar year 2011 shall be recognized under the MPC Reimbursement Account Plans.

(a) Effective as of the Distribution Date, Marathon Petroleum (acting directly or through a member of the MPC Group) shall assume responsibility for administering and, to the extent required by the terms of the plan, paying all reimbursement claims under the MPC Reimbursement Account Plans

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with respect to calendar year 2011, whether arising before, on or after the Distribution Date, and Marathon Oil (acting directly or through a member of the MRO Group) shall retain responsibility for administering and, to the extent required by the terms of the plan, paying all reimbursement claims under the MRO Reimbursement Account Plans with respect to calendar year 2011, whether arising before, on or after the Distribution Date. In addition, Marathon Oil (acting directly or through a member of the MRO Group) shall retain responsibility for administering and, to the extent required by the terms of the plan, paying all reimbursement claims under the MRO Reimbursement Account Plans with respect to calendar year 2010, including claims of MPC Participants.

(b) With respect to each Delayed Transfer Employee transferring from the MRO Group to the MPC Group, effective as of such Delayed Transfer Employee’s Transfer Date, Marathon Petroleum (acting directly or through a member of the MPC Group) shall assume responsibility for administering and, to the extent required by the terms of the plan, paying all reimbursement claims under the MPC Reimbursement Account Plans of such Delayed Transfer Employee with respect to calendar year 2011, whether arising before, on or after such Transfer Date. With respect to each Delayed Transfer Employee transferring from the MPC Group to the MRO Group, effective as of such Delayed Transfer Employee’s Transfer Date, Marathon Oil (acting directly or through a member of the MRO Group) shall assume responsibility for administering and, to the extent required by the terms of the plan, paying all reimbursement claims under the MRO Reimbursement Account Plans of such Delayed Transfer Employee with respect to calendar year 2011, whether arising before, on or after such Transfer Date.

Section 7.2 Cash Transfers. Marathon Oil (acting directly or through a member of the MRO Group) shall retain all amounts deferred by MRO Participants under the MRO Reimbursement Account Plans, as well as Delayed Transfer Employees who transfer from the MPC Group to the MRO Group. To the extent that such amounts are not being separately accounted for and retained by Marathon Petroleum, Marathon Oil (acting directly or through a member of the MRO Group) shall transfer or cause an amount of cash to be transferred to Marathon Petroleum equal to (i) the amounts deferred by MPC Participants and Delayed Transfer Employees who transfer from the MRO Group to the MPC Group under the MRO Reimbursement Plans for the period beginning with January 1, 2011 and ending on the Distribution Date, reduced by (ii) the sum of all claims for calendar year 2011 paid under the MRO Reimbursement Plans to or on behalf of MPC Participants and Delayed Transfer Employees who transfer from the MRO Group to the MPC Group. Cash transfers under this Section 7.2 shall occur as mutually agreed by the Parties, and may be effected by means of periodic or multiple transfers; provided, however, that all such transfers shall be complete not later than December 31, 2012.

ARTICLE VIII COBRA

Section 8.1 MPC Participants. Effective as of the Distribution Date, Marathon Petroleum (acting directly or through a member of the MPC Group) shall assume, or shall have caused the MPC Welfare Plans to assume, responsibility for compliance with the health care continuation coverage requirements of COBRA with respect to MPC Participants who, as of the day prior to the Distribution Date, were covered under an MRO Welfare Plan pursuant to COBRA or who had a COBRA qualifying event (as defined in Code Section 4980B) prior to the Distribution Date.

Section 8.2 Delayed Transfer Employees.

(a) For COBRA qualifying events (as defined in Code Section 4980B) occurring on and after a Delayed Transfer Employee’s Transfer Date:

(i) For Delayed Transfers to MPC. Marathon Petroleum (acting directly or through a member of the MPC Group) shall assume, or shall have caused the MPC Welfare Plans to

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assume, responsibility for compliance with the health care continuation coverage requirements of COBRA with respect to such Delayed Transfer Employee who transfers from the MRO Group to the MPC Group (and his or her qualified beneficiaries under COBRA).

(ii) For Delayed Transfers to MRO. Marathon Oil (acting directly or through a member of the MRO Group) shall assume, or shall have caused the MRO Welfare Plans to assume, responsibility for compliance with the health care continuation coverage requirements of COBRA with respect to such Delayed Transfer Employee who transfers from the MPC Group to the MRO Group (and his or her qualified beneficiaries under COBRA).

(b) For COBRA qualifying events (as defined in Code Section 4980B) occurring before a Delayed Transfer Employee’s Transfer Date:

(i) For Delayed Transfers to MPC. Marathon Oil (acting directly or through a member of the MRO Group) shall retain, or shall have caused the MRO Welfare Plans to retain, responsibility for compliance with the health care continuation coverage requirements of COBRA with respect to such Delayed Transfer Employee who transfers from the MRO Group to the MPC Group (and his or her qualified beneficiaries under COBRA).

(ii) For Delayed Transfers to MRO. Marathon Petroleum (acting directly or through a member of the MPC Group) shall retain, or shall have caused the MPC Welfare Plans to retain, responsibility for compliance with the health care continuation coverage requirements of COBRA with respect to such Delayed Transfer Employee who transfers from the MPC Group to the MRO Group (and his or her qualified beneficiaries under COBRA).

ARTICLE IX

INACTIVE EMPLOYEE AND RETIREE WELFARE BENEFIT PLANS

Section 9.1 Level Premium Life Insurance Plan. Marathon Oil shall arrange with the applicable insurance carrier to issue a separate insurance policy for eligible Downstream Employee participants and eligible MPC Employee participants in the Level Premium Life Insurance Plan which shall be used to create a separate Level Premium Life Insurance Plan sponsored by Marathon Petroleum or another member of the MPC Group on or before the Distribution Date.

Section 9.2 Retiree Medical. Marathon Petroleum (acting directly or through a member of the MPC Group) shall no later than the Distribution Date sponsor a health plan for eligible retired Downstream Employees substantially similar to the retiree provisions of the Health Plan of Marathon Oil Company and other MRO Welfare Plans providing health benefits to retirees. The Health Plan of Marathon Oil Company or other MRO Welfare Plans providing health benefits to retirees shall retain Liability for retiree medical obligations to all eligible retired Upstream Employees, as well as all Downstream Employees who retired on or before April 1, 1998. Marathon Petroleum shall have no Liability for retiree medical obligations to MRO Employees, and Marathon Oil shall have no Liability for retiree medical obligations to MPC Employees.

Section 9.3 Long Term Disability. With respect to employees currently in pay status or claiming benefits under the Long Term Disability Plan of Marathon Oil Company, the ongoing responsibilities for claims shall be allocated as follows:

(a) Marathon Petroleum (acting directly or through a member of the MPC Group) shall cause a long term disability plan sponsored by Marathon Petroleum (acting directly or through a member of the MPC Group) to assume all Liabilities for Downstream Employees who became eligible for

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benefits after March 31, 1998, subject to the terms of that plan, which shall be substantially similar to the terms of the Long Term Disability Plan of Marathon Oil Company.

(b) The Long Term Disability Plan of Marathon Oil Company shall retain, or cause to be retained, all Liabilities for (i) all Upstream Employees and (ii) Downstream Employees who became eligible for benefits on or before March 31, 1998, subject to the terms of such plan.

Section 9.4 Liabilities for Claims.

(a) Downstream Employees and Former Downstream Employees. Except as otherwise provided in this Agreement, Liabilities under the MRO Welfare Plans for claims made by or relating to Downstream Employees and former Downstream Employees who are not MRO Employees shall be fully assumed by the MPC Welfare Plans on the Distribution Date, and Marathon Petroleum shall be responsible for administration of such claims.

(b) Upstream Employees and Former Upstream Employees. Except as otherwise provided in this Agreement, Liabilities under the MRO Welfare Plans for claims made by or relating to (i) Upstream Employees and former Upstream Employees who are not MPC Employees or Speedway Employees and (ii) Downstream Employees or former Downstream Employees who retired on or before April 1, 1998 or terminated employment (other than by retirement) on or before March 31, 1998 shall be fully retained by the MRO Welfare Plans on the Distribution Date, and Marathon Oil shall be responsible for administration of such claims.

(c) Delayed Transfer Employees. Except as otherwise provided in this Agreement, with respect to Delayed Transfer Employees, Liabilities for claims made by Delayed Transfer Employees shall remain with the Welfare Plans of the employing entity up until the applicable Transfer Date. On and after the applicable Transfer Date, the Welfare Plans of the new employing entity as of the day immediately after the applicable Transfer Date shall be liable for claims, and such new employing entity shall be responsible for administration of such claims.

(d) Cooperation. Marathon Oil and Marathon Petroleum agree to cooperate to assure the transfers of Liabilities under this Section 9.4 are effected in a manner intended to have a minimum adverse impact, if any, on employees.

ARTICLE X

RETENTION OF LIABILITIES AND EMPLOYMENT ISSUES

Section 10.1 Employment Claims and Litigation. Claims and litigation by or relating to Upstream Employees and former Upstream Employees who are not MPC Employees or Speedway Employees, shall be retained by Marathon Oil or a member of the MRO Group. Claims and litigation by or relating to Downstream Employees and former Downstream Employees who are not MRO Employees shall be retained by Marathon Petroleum or a member of the MPC Group.

Section 10.2 Collective Bargaining Agreements. Marathon Petroleum shall retain or assume all Liability for the collective bargaining agreements of all represented MPC Employees. Marathon Petroleum (acting directly or through a member of the MPC Group) shall take all necessary steps to assume Liability for collective bargaining agreements as well as any Liability for participation under any multi-employer pension plans in which MPC Employees participate.

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ARTICLE XI

LEAVES OF ABSENCE, PAID TIME OFF AND PAYROLL

Section 11.1 Transfer of Employees on Leaves of Absence. All obligations to Downstream Employees (excluding employees on sick leave who became eligible for long-term disability benefits prior to April 1, 1998) on a leave of absence of any type on the Distribution Date shall be the responsibility of Marathon Petroleum. All obligations to (i) Upstream Employees on a leave of absence of any type on the Distribution Date and (ii) Downstream Employees on sick leave who became eligible for long-term disability benefits prior to April 1, 1998 shall be the responsibility of Marathon Oil.

Section 11.2 MPC Leaves of Absence. Except as otherwise specifically assigned to the MRO Group in this Agreement, Marathon Petroleum shall retain Liability (including Liabilities for associated administrative functions) for all Downstream Employees who have commenced a leave of any type prior to the Distribution Date or on and after the Distribution Date subject to the MPC Group’s applicable employment practices and policies including the Marathon Petroleum Sick Benefit Plan, or other paid time-off plan or policy.

Section 11.3 MRO Leaves of Absence. Except as otherwise specifically assigned to the MPC Group in this Agreement, Marathon Oil shall retain Liability (including Liabilities for associated administrative functions) for all Upstream Employees who have commenced a leave of any type prior to the Distribution Date or on and after the Distribution Date subject to the MRO Group’s applicable employment practices and policies including the Marathon Oil Company Sick Benefit Plan or other paid time off plan or policy.

Section 11.4 Military Leaves. Both Parties shall fully comply with all applicable Law applying to leaves granted for military service.

ARTICLE XII

WORKERS’ COMPENSATION

Section 12.1 Treatment of Claims.

(a) MRO Workers’ Compensation Claims. Marathon Oil (acting directly or through a member of the MRO Group) will be responsible for all Liabilities (including Liabilities for associated administrative functions) for workers’ compensation claims made by

(i) employees who were Upstream Employees at the time of their compensable injuries and

(ii) all Upstream Employees and Downstream Employees for compensable injuries occurring on or prior to March 31, 1998

(b) MPC Workers’ Compensation Claims. Marathon Petroleum (acting directly or through a member of the MPC Group) will be responsible for all Liabilities for all WC Claims (including Liabilities for associated administrative functions), except as provided in Section 12.1(a). To the extent that insurance coverage cannot be assumed by Marathon Petroleum for any such WC Claims, Marathon Petroleum shall indemnify and hold harmless Marathon Oil for any such claims. At a mutually agreed upon date (but not later than the first anniversary of the Distribution Date), an actuarially determined present value of such claims shall be estimated and Marathon Petroleum shall reimburse Marathon Oil that amount.

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Section 12.2 When Workers Compensation Claims Made. For purposes of this Article XII, WC Claims shall be deemed “made” at the time of the occurrence of the event giving rise to eligibility for workers’ compensation benefits.

Section 12.3 Post-Distribution Date Claims. All workers’ compensation Liabilities relating to, arising out of, or resulting from any claim by an MPC Employee or former Downstream Employee who is not an MRO Employee that results from an accident, incident or event occurring, or from an occupational disease which becomes manifest, on or after the Distribution Date shall be retained by Marathon Petroleum or a member of the MPC Group. All workers’ compensation Liabilities relating to, arising out of, or resulting from any claim by an MRO Employee or former Upstream Employee who is not an MPC Employee that results from an accident, incident or event occurring, or from an occupational disease which becomes manifest, on or after the Distribution Date shall be retained by Marathon Oil or a member of the MRO Group.

Section 12.4 Delayed Transfer Employees.

(a) All workers’ compensation Liabilities relating to, arising out of, or resulting from any claim by a Delayed Transfer Employee transferring from the MPC Group to the MRO Group that results from an accident, incident or event occurring, or from an occupational disease which becomes manifest, before such Delayed Transfer Employee’s Transfer Date shall be assumed or retained, as applicable, by Marathon Petroleum or a member of the MPC Group.

(b) All workers’ compensation Liabilities relating to, arising out of, or resulting from any claim by a Delayed Transfer Employee transferring from the MRO Group to the MPC Group that results from an accident, incident or event occurring, or from an occupational disease which becomes manifest, before such Delayed Transfer Employee’s Transfer Date shall be assumed or retained, as applicable, by Marathon Oil or a member of the MRO Group.

(c) All workers’ compensation Liabilities relating to, arising out of, or resulting from any claim by a Delayed Transfer Employee that results from an accident, incident or event occurring, or from an occupational disease which becomes manifest, on or after such Delayed Transfer Employee’s Transfer Date shall be retained or assumed, as applicable, by the entity that becomes the new employing entity on the Transfer Date.

Section 12.5 Collateral. On and after the Distribution Date, Marathon Petroleum (acting directly or through a member of the MPC Group) shall be responsible for providing all collateral required by insurance carriers in connection with WC Claims for which Liability is allocated to the MPC Group under this Article XII. Marathon Oil (acting directly or through a member of the MRO Group) shall be responsible for providing all collateral required by insurance carriers in connection with WC Claims for which Liability is allocated to the MRO Group under this Article XII.

Section 12.6 MPC Legacy Policies. Upon receipt by Marathon Oil of a statement for adjustments to the legacy policies involving Liabilities for which Marathon Petroleum is Liable under Section 12.1, Section 12.3 or Section 12.4, Marathon Oil will submit to Marathon Petroleum a copy of the workers’ compensation portion of the statement involving Downstream Employees. If the statement requires an additional premium for the workers’ compensation portion, Marathon Petroleum will submit a payment to Marathon Oil for the amount of such required premium, and if the statement provides for a return of premium paid for the workers’ compensation portion, Marathon Oil will submit a payment to Marathon Petroleum for the amount of such return of premium.

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Section 12.7 MRO Legacy Policies. Upon receipt by Marathon Petroleum of a statement for adjustments to the legacy policies involving Liabilities for which Marathon Oil is Liable under Section 12.1, Section 12.3 or Section 12.4, Marathon Petroleum will submit to Marathon Oil a copy of the workers’ compensation portion of the statement involving Upstream Employees. If the statement requires an additional premium for the workers’ compensation portion, Marathon Oil will submit a payment to Marathon Petroleum for the amount of such required premium, and if the statement provides for a return of premium paid for the workers’ compensation portion, Marathon Petroleum will submit a payment to Marathon Oil for the amount of such return of premium.

Section 12.8 Notification of Government Authorities. Marathon Petroleum (acting directly or through a member of the MPC Group) will have responsibility for notifying applicable governmental authorities, as appropriate, of any on-the-job injuries or WC Claims for which a member of the MPC Group is responsible under this Article XII. Marathon Oil (acting directly or through a member of the MRO Group) will have responsibility for notifying applicable Governmental Authorities, as appropriate, of any on-the-job injuries or WC Claims for which a member of the MRO Group is responsible under this Article XII. The Parties will cooperate in providing to each other information needed for these notifications and related filings.

Section 12.9 Assignment of Contribution Rights. Marathon Oil will transfer and assign (or will cause another member of the MRO Group to transfer and assign) to Marathon Petroleum or another member of the MPC Group all rights to seek contribution or damages from any applicable third party (such as a third party who aggravates an injury to a worker who makes a WC Claim) with respect to any WC Claim for which any member of the MPC Group is responsible pursuant to this Article XII. Marathon Petroleum will transfer and assign (or will cause another member of the MPC Group to transfer and assign) to Marathon Oil or another member of the MRO Group all rights to seek contribution or damages from any applicable third party (such as a third party who aggravates an injury to a worker who makes a WC Claim) with respect to any WC Claim for which any member of the MRO Group is responsible pursuant to this Article XII.

ARTICLE XIII

INCENTIVE COMPENSATION PLANS

Section 13.1 Equity Incentive Awards.

(a) General. This Article XIII sets forth obligations and agreements between the Parties with respect to the treatment of outstanding equity incentive awards under the MRO Stock Plans as of the Effective Time. Notwithstanding anything in this Agreement to the contrary, (i) for purposes of the MRO Stock Plans, Marathon Oil shall treat employment by MPC and each member of the MPC Group as employment by the MRO Group with respect to MRO Vested Options which are held by MPC Employees or Speedway Employees or by Delayed Transfer Employees who transfer from the MRO Group to the MPC Group and (ii) for purposes of the MPC Incentive Compensation Plan, MPC shall treat employment by Marathon Oil and each member of the MRO Group as employment by MPC under the MPC Incentive Compensation Plan with respect to MRO Vested Options which are held by MRO Employees or by Delayed Transfer Employees who transfer from the MPC Group to the MRO Group.

(b) Restriction on Exercisability of Options and SARs and Receipt or Sale of Stock. The Parties acknowledge and agree that blackout periods will be implemented with respect to options to purchase common stock issued by Marathon Oil or by Marathon Petroleum, whether such options are vested or unvested, for administrative reasons in accordance with the terms of the MRO Stock Plans or the MPC Incentive Compensation Plan, or any administrative practices or policies pursuant to which such plans are operated, as applicable. Further, the Parties acknowledge that the ability of holders of

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Equity Awards to (i) receive shares or common stock issued by Marathon Oil or Marathon Petroleum upon the vesting of an Equity Award other than options or (ii) direct that shares of common stock be sold upon vesting of an Equity Award may be subject to delays or limitations for administrative reasons during such blackout periods.

Section 13.2 Treatment of Outstanding MRO Unvested Options.

(a) All Holders Other than MPC Employees and Speedway Employees. Each MRO Unvested Option outstanding under the MRO Stock Plans at the Effective Time which is held by any Person other than an MPC Employee or a Speedway Employee shall remain an option to purchase Marathon Oil common stock issued under the applicable MRO Stock Plan (each such option, a “Remaining MRO Unvested Option”). Except as provided in this Section 13.2(a), each Remaining MRO Unvested Option shall be subject to the same terms and conditions after the Effective Time as the terms and conditions applicable to the corresponding MRO Unvested Option immediately prior to the Effective Time. The exercise price and number of shares subject to each Remaining MRO Unvested Option shall be adjusted by action of the Board of Directors or Marathon Oil under the applicable MRO Stock Plan as follows: (i) the per-share exercise price of each such Remaining MRO Unvested Option shall be equal to the product of (x) the per-share exercise price of the corresponding MRO Unvested Option immediately prior to the Effective Time and (y) the MRO Price Ratio, rounded up or down to the nearest whole cent, with one-half cents being rounded up (the “MRO Adjusted Exercise Price”) and (ii) the number of shares of Marathon Oil common stock subject to each such Remaining MRO Unvested Option shall be equal to the product of (x) the number of shares of Marathon Oil common stock subject to the corresponding MRO Unvested Option immediately prior to the Effective Time and (y) the quotient obtained by dividing (A) the excess of the MRO Pre-Distribution Stock Value over the original exercise price of such MRO Unvested Option by (B) the excess of the MRO Post-Distribution Stock Value over the MRO Adjusted Exercise Price, with any fractional share rounded down to the nearest whole share.

(b) MPC Employees and Speedway Employees. Each MRO Unvested Option outstanding under the MRO Stock Plans which is held by an MPC Employee or Speedway Employee at the Effective Time shall be converted as of the Effective Time into an option to purchase shares of Marathon Petroleum common stock (each such option, an “MPC Unvested Option”) pursuant to the terms of the MPC Incentive Compensation Plan subject to terms and conditions after the Effective Time that are substantially similar to the terms and conditions applicable to the corresponding MRO Unvested Option immediately prior to the Effective Time, except as provided in this Section 13.2(b). The exercise price and number of shares subject to such MPC Unvested Option shall be determined as follows: (i) the per-share exercise price of each such MPC Unvested Option shall be equal to the product of (x) the per-share exercise price of the corresponding MRO Unvested Option immediately prior to the Effective Time and (y) the MPC Price Ratio, rounded up or down to the nearest whole cent, with one-half cents being rounded up (the “MPC Adjusted Exercise Price”) and (ii) the number of shares of Marathon Petroleum common stock subject to each such MPC Unvested Option shall be equal to the product of (x) the number of shares of Marathon Oil common stock subject to the corresponding MRO Unvested Option immediately prior to the Effective Time and (y) the quotient obtained by dividing (A) the excess of the MRO Pre-Distribution Stock Value over the original exercise price of such MRO Unvested Option by (B) the excess of the MPC Stock Value over the MPC Adjusted Exercise Price, with any fractional share rounded down to the nearest whole share.

(c) Delayed Transfer Employees.

(i) Each MRO Unvested Option held by a Delayed Transfer Employee who is an MRO Employee shall be adjusted under Section 13.2(a) on the same basis as any other MRO Unvested Option. Each MRO Unvested Option held by a Delayed Transfer Employee who is an

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MPC Employee shall be adjusted under Section 13.2(b) on the same basis as any other MRO Unvested Option held by other MPC Employees.

(ii) Each Remaining MRO Unvested Option outstanding under the MRO Stock Plans held by a Delayed Transfer Employee who transfers from the MRO Group to the MPC Group shall be converted as of such Transfer Date into an option to purchase shares of Marathon Petroleum common stock (each such option, a “Delayed Transfer MPC Option”) pursuant to the terms of the MPC Incentive Compensation Plan and shall be subject to terms and conditions after such Delayed Transfer Employee’s Transfer Date that are substantially similar to the terms and conditions applicable to the corresponding Remaining MRO Unvested Option immediately prior to such Delayed Transfer Employee’s Transfer Date, except as provided in this Section 13.2(c)(ii). The exercise price and number of shares subject to such Delayed Transfer MPC Option shall be determined as follows: (A) the per-share exercise price of each such Delayed Transfer MPC Option shall be equal to the product of (x) the per-share exercise price of the corresponding Remaining MRO Unvested Option immediately prior to such Delayed Transfer Employee’s Transfer Date and (y) the MPC Delayed Price Ratio, rounded up or down to the nearest whole cent with one-half cents being rounded up and (B) the number of shares of Marathon Petroleum common stock subject to each such Delayed Transfer MPC Option shall be equal to the product of (x) the number of shares of Marathon Oil common stock subject to the corresponding Remaining MRO Unvested Option immediately prior to such Delayed Transfer Employee’s Transfer Date and (y) the quotient obtained by dividing (I) the excess of the mean average of the high and low NYSE consolidated transactions system trading prices of Marathon Oil common stock on the last Trading Day on the NYSE immediately before such Delayed Transfer Employee’s Transfer Date over the exercise price of the Remaining MRO Unvested Option by (II) the excess of the mean average of the high and low NYSE consolidated transactions system trading prices of Marathon Petroleum common stock on the last Trading Day on the NYSE immediately before such Delayed Transfer Employee’s Transfer Date over the exercise price for the Delayed Transfer MPC Option, as determined under clause (A) of this Section 13.2(c)(ii), with fractional shares rounded down to the nearest whole share.

(iii) Each MPC Unvested Option outstanding under the MPC Incentive Compensation Plan held by a Delayed Transfer Employee who transfers from the MPC Group to the MRO Group shall be converted as of such Transfer Date into an option to purchase shares of Marathon Oil common stock (each such option, a “Delayed Transfer MRO Option”) pursuant to the terms of the Marathon Oil Corporation 2007 Incentive Compensation Plan and shall be subject to terms and conditions after such Delayed Transfer Employee’s Transfer Date that are substantially similar to (to the extent practicable) the terms and conditions applicable to the corresponding MPC Unvested Option immediately prior to such Delayed Transfer Employee’s Transfer Date, except as provided in this Section 13.2(c)(iii). The exercise price and number of shares subject to such Delayed Transfer MRO Option shall be determined as follows: (A) the per-share exercise price of each such Delayed Transfer MRO Option shall be equal to the product of (x) the per-share exercise price of the corresponding MPC Unvested Option immediately prior to such Delayed Transfer Employee’s Transfer Date and (y) the MRO Delayed Price Ratio, rounded up or down to the nearest whole cent with one-half cents being rounded up and (B) the number of shares of Marathon Oil common stock subject to each such Delayed Transfer MRO Option shall be equal to the product of (x) the number of shares of Marathon Petroleum common stock subject to the corresponding MPC Unvested Option immediately prior to such Delayed Transfer Employee’s Transfer Date and (y) the quotient obtained by dividing (I) the excess of the mean average of the high and low NYSE consolidated transactions system trading prices of Marathon Petroleum common stock on the last Trading Day on the NYSE immediately before such Delayed Transfer Employee’s Transfer Date over the exercise price of the MPC Unvested Option by (II)

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the excess of the mean average of the high and low NYSE consolidated transactions system trading prices of Marathon Oil common stock on the last Trading Day on the NYSE immediately before such Delayed Transfer Employee’s Transfer Date over the exercise price for the Delayed Transfer MRO Option, as determined under clause (A) of this Section 13.2(c)(iii), with fractional shares rounded down to the nearest whole share.

Section 13.3 Treatment of Outstanding Vested Options.

(a) Subject to Section 13.3(b), each MRO Vested Option shall be adjusted as of the Effective Time such that the holder of such MRO Vested Option shall, immediately following the Effective Time, hold an adjusted vested option to purchase Marathon Oil common stock (a “Remaining MRO Vested Option”) and a vested option to purchase Marathon Petroleum common stock (an “MPC Vested Option”). Except as provided in this Section 13.3(a), each Remaining MRO Vested Option and each MPC Vested Option shall be subject to substantially the same terms and conditions after the Effective Time as the terms and conditions applicable to the corresponding MRO Vested Option immediately prior to the Effective Time, and (i) the per-share exercise price of each such Remaining MRO Vested Option shall be the MRO Adjusted Exercise Price (ii) the number of shares of Marathon Oil common stock subject to each such Remaining MRO Vested Option shall be equal to the quotient obtained by dividing (x) the Pre-Distribution Spread by (y) the sum of (A) the excess of the MRO Post-Distribution Stock Value over the MRO Adjusted Exercise Price plus (B) one half the excess of the MPC Post-Distribution Stock Value over the MPC Adjusted Exercise Price. The per-share exercise price of each such MPC Vested Option shall be the MPC Adjusted Exercise Price, and the number of shares of Marathon Petroleum common stock subject to each such MPC Vested Option shall be equal to one half the number of shares subject to the corresponding Remaining MRO Vested Option, with fractional shares rounded down to the nearest whole share.

(b) Any MRO Vested Option that is held by an MRO Employee to whom MPC common stock registered on Form S-8 cannot be issued shall be converted as provided in Section 13.2(a), rather than as provided in this Section 13.3. Any MRO Vested Option that is held by an MPC Employee to whom MRO common stock registered on Form S-8 cannot be issued shall be converted as provided in Section 13.2(b), rather than as provided in this Section 13.3.

Section 13.4 Treatment of Outstanding Vested Stock Appreciation Rights. Each MRO SAR shall be adjusted as of the Effective Time such that the holder of such MRO SAR shall, immediately following the Effective Time, hold an adjusted stock appreciation right with respect to Marathon Oil common stock (a “Remaining MRO SAR”) and a stock appreciation right with respect to Marathon Petroleum common stock (an “MPC SAR”). Except as provided in this Section 13.4, each Remaining MRO SAR and each MPC SAR shall be subject to substantially the same terms and conditions after the Effective Time as the terms and conditions applicable to the corresponding MRO SAR immediately prior to the Effective Time, and (i) the per-share exercise price of each such Remaining MRO SAR shall be the MRO Adjusted Exercise Price (ii) the number of shares of Marathon Oil common stock subject to each such Remaining MRO SAR shall be equal to the quotient obtained by dividing (x) the Pre-Distribution Spread by (y) the sum of (A) the excess of the MRO Post-Distribution Stock Value over the MRO Adjusted Exercise Price plus (B) one half the excess of the MPC Post-Distribution Stock Value over the MPC Adjusted Exercise Price, with any fractional share rounded down to the nearest whole share. The per-share exercise price of each such MPC SAR shall be the MPC Adjusted Exercise Price, and the number of shares of Marathon Petroleum common stock subject to each such MPC SAR shall be equal to one half the number of shares subject to the corresponding Remaining MRO SAR, with any fractional share rounded down to the nearest whole share.

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Section 13.5 Treatment of Outstanding Restricted Stock.

(a) All Holders of Restricted Stock Other Than MPC Employees and Speedway Employees. MRO Restricted Stock which is held by any Person other than an MPC Employee or Speedway Employee immediately following the Effective Time shall be adjusted by multiplying the number of shares of MRO Restricted Stock subject to each grant by the MRO Share Ratio. If the resulting product includes a fractional share, the number of shares of MRO Restricted Stock shall be rounded up to the nearest whole share. The terms and conditions to which MRO Restricted Stock is subject shall be substantially the same both immediately prior to the Distribution and following the Distribution.

(b) MPC Employees and Speedway Employees. MRO Restricted Stock which is held by an MPC Employee or Speedway Employee immediately following the Effective Time shall be replaced with an award of a number of shares of restricted stock of MPC (“MPC Restricted Stock”) determined by multiplying the number of shares of MRO Restricted Stock subject to each grant by the MPC Share Ratio. If the resulting product includes a fractional share, the number of shares of MPC Restricted Stock shall be rounded up to the nearest whole share. MPC Restricted Stock shall be subject to substantially the same terms and conditions after the Distribution as the terms and conditions applicable to the corresponding MRO Restricted Stock grant immediately prior to the Distribution.

(c) Delayed Transfer Employees.

(i) MRO Restricted Stock held by a Delayed Transfer Employee who is employed by MPC or Speedway immediately following the Effective Time shall be adjusted under Section 13.5(a) on the same basis as any other MRO Restricted Stock held by any other MPC Employee or Speedway Employee. MRO Restricted Stock held by a Delayed Transfer Employee who is employed by MRO immediately following the Effective Time shall be adjusted under Section 13.5 on the same basis as any other MRO Restricted Stock held by an individual who is not an MPC Employee or Speedway Employee.

(ii) MRO Restricted Stock held by a Delayed Transfer Employee who transfers from the MRO Group to the MPC Group shall be converted as of such Delayed Transfer Employee’s Transfer Date into MPC Restricted Stock (such stock, “Delayed Transfer MPC Restricted Stock”). Delayed Transfer MPC Restricted Stock shall be issued pursuant to the terms of the MPC 2011 Incentive Compensation Plan and shall be subject to terms and conditions after the holder’s Transfer Date that are substantially similar to the terms and conditions applicable to the corresponding MRO Restricted Stock grant immediately prior to such Delayed Transfer Employee’s Transfer Date, except as provided in this Section 13.5(c)(ii). The number of shares of Delayed Transfer MPC Restricted stock subject to each grant shall be determined by multiplying (A) the number of shares of MRO Restricted Stock subject to each grant by (B) the MPC Delayed Share Ratio. Any fractional shares which result from such calculation shall be rounded up to the nearest whole share.

(iii) MPC Restricted Stock held by a Delayed Transfer Employee who transfers from the MPC Group to the MRO Group shall be converted as of such Delayed Transfer Employee’s Transfer Date into MRO Restricted Stock (such stock, “Delayed Transfer MRO Restricted Stock”). Delayed Transfer MRO Restricted Stock shall be issued pursuant to the terms of the Marathon Oil Corporation 2007 Incentive Compensation Plan and shall be subject to terms and conditions after the holder’s Transfer Date that are substantially similar to the terms and conditions applicable to the corresponding MPC Restricted Stock grant immediately prior to such Delayed Transfer Employee’s Transfer Date, except as provided in this Section 13.5(c)(iii). The number of shares of Delayed Transfer MRO Restricted stock subject to each grant shall be

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determined by multiplying (A) the number of shares of MPC Restricted Stock subject to each grant by (B) the MRO Delayed Share Ratio. Any fractional shares which result from such calculation shall be rounded up to the nearest whole share.

Section 13.6 Treatment of Outstanding Restricted Stock Units.

(a) All Holders of MRO RSUs Other Than Downstream Employees and MPC Non-Employee Directors. MRO RSUs which are held by any Person other than an MPC Employee, a Speedway Employee or a nonemployee director who will serve as a nonemployee director of MPC immediately following the Effective Time shall be adjusted by multiplying the number of MRO RSUs subject to each grant by the MRO Share Ratio. If the resulting product includes a fractional unit, the number of MRO RSUs shall be rounded up to the nearest whole unit. The other terms and conditions to which each MRO RSU is subject shall be substantially similar both immediately prior to and following the Effective Time.

(b) Downstream Employees and MPC Non-Employee Directors. MRO RSUs which are held by an MPC Employee, Speedway Employee or a nonemployee director who will serve as a director of MPC immediately following the Effective Time shall be converted into restricted stock units of MPC (“MPC RSUs”) by multiplying the number of MRO RSUs subject to each grant by the MPC Share Ratio. If the resulting product includes a fractional unit, the number of MPC RSUs shall be rounded up to the nearest whole unit. MPC RSUs shall otherwise be subject to substantially the same terms and conditions after the Effective Time as the terms and conditions applicable to the corresponding MRO RSUs immediately prior to the Effective Time.

Section 13.7 Liabilities for Settlement of Awards.

Except as provided in Section 13.10 regarding Tax Withholding and Reporting for Equity-Based Awards:

(a) Settlement of MRO Options. Marathon Oil shall be responsible for all Liabilities associated with MRO Options (regardless of the holder of such awards) including any option exercise, share delivery, registration or other obligations related to the exercise of the MRO Options.

(b) Settlement of MPC Options. Marathon Petroleum shall be responsible for all Liabilities associated with MPC Options (regardless of the holder of such awards) including any option exercise, share delivery, registration or other obligations related to the exercise of the MPC Options.

(c) Settlement of MRO SARs. Marathon Oil shall be responsible for all Liabilities associated with MRO SARs (regardless of the holder of such awards) including any stock appreciation right exercise, share delivery, registration or other obligations related to the exercise of the MRO SARs.

(d) Settlement of MPC SARs. Marathon Petroleum shall be responsible for all Liabilities associated with MPC SARs (regardless of the holder of such awards) including any stock appreciation right exercise, share delivery, registration or other obligations related to the exercise of the MPC SARs.

(e) Settlement of Outstanding MRO Restricted Stock. Marathon Oil shall be responsible for all Liabilities associated with MRO Restricted Stock including any share delivery, registration or other obligations related to the settlement of the MRO Restricted Stock awards.

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(f) Settlement of Outstanding MPC Restricted Stock. Marathon Petroleum shall be responsible for all Liabilities associated with MPC Restricted Stock including any share delivery, registration or other obligations related to the settlement of the MPC Restricted Stock awards.

(g) Settlement of Outstanding MRO RSUs. Marathon Oil shall be responsible for all Liabilities associated with MRO RSUs, including any share delivery, registration or other obligations related to the settlement of MRO RSUs.

(h) Settlement of Outstanding MPC RSUs. Marathon Petroleum shall be responsible for all Liabilities associated with MPC RSUs, including any share delivery, registration or other obligations related to the settlement of the MPC RSUs.

Section 13.8 SEC Registration. The Parties mutually agree to use commercially reasonable efforts to maintain effective registration statements with the SEC with respect to the long-term incentive awards described in this Article XIII, to the extent any such registration statement is required by applicable Law. Marathon Oil shall be responsible for taking all appropriate action to continue to maintain and administer the MRO Stock Plans and the awards granted thereunder so that they comply with applicable Law, including continued compliance with, and qualification under, Section 16 of the Securities Exchange Act of 1934 and the registration requirements under the Securities Act of 1933. Marathon Petroleum shall be responsible for taking all appropriate action (a) to adopt and administer the MPC Incentive Compensation Plan and the awards granted thereunder (including by way of conversion pursuant to this Article XIII) so that it and they comply with applicable Law, including compliance with, and qualification under, Section 16 of the Securities Exchange Act of 1934, and (b) to register the shares for issuance under the MPC Incentive Compensation Plan or any other equity-based plan of Marathon Petroleum (including shares acquired by conversion pursuant to this Article XIII), including the filing of a registration statement on an appropriate form with the U.S. Securities and Exchange Commission.

Section 13.9 Employee Grants. The MPC Committee or the Board of Directors of Marathon Petroleum shall have full discretion to grant options to purchase Marathon Petroleum common stock, award restricted stock or restricted stock units of Marathon Petroleum or grant other forms of compensation that are derived from the value of the equity of Marathon Petroleum, provided that the exercise of such discretion does not cause a materially adverse tax or accounting effect on Marathon Oil or any member of the MRO Group. The MRO Committee shall have full discretion to grant options to purchase Marathon Oil common stock, award restricted stock or restricted stock units of Marathon Oil or grant other forms of compensation that are derived from the value of the equity of Marathon Oil, provided that the exercise of such discretion does not cause a materially adverse tax or accounting effect on Marathon Petroleum or any member of the MPC Group.

Section 13.10 Tax Reporting and Withholding for Equity-Based Awards. Marathon Oil (or one of its Subsidiaries) will be responsible for all income, payroll or other tax reporting related to income of MRO Employees from equity-based awards, and Marathon Petroleum (or one of its Subsidiaries) will be responsible for all income, payroll or other tax reporting related to income of MPC Employees and Speedway Employees from equity-based awards. Similarly, Marathon Oil will be responsible for all income, payroll or other tax reporting related to income of its non-employee directors from equity-based awards, and Marathon Petroleum will be responsible for all income, payroll or other tax reporting related to income of its non-employee directors from equity-based awards. Further, Marathon Oil (or one of its Subsidiaries) shall be responsible for remitting applicable tax withholdings for MRO Employees to each applicable taxing authority, and Marathon Petroleum (or one of its Subsidiaries) shall be responsible for remitting applicable tax withholdings for MPC Employees or Speedway Employees to each applicable taxing authority; provided, however, that either Marathon Oil or Marathon Petroleum shall act as agent for the other company by remitting amounts withheld in the form of shares or in conjunction with an

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exercise transaction to an appropriate taxing authority. Marathon Oil and Marathon Petroleum will communicate with each other and with third-party providers to effectuate withholding and remittance of taxes, as well as required tax reporting, in a timely, efficient and appropriate manner.

ARTICLE XIV

SEVERANCE BENEFITS

Section 14.1 Termination Allowance Plans. Marathon Oil (acting directly or through a member of the MRO Group) and Marathon Petroleum (acting directly or through a member of the MPC Group) shall maintain comparable severance arrangements through respective Termination Allowance Plans. Such plans shall remain comparable until December 31, 2011. Marathon Oil (acting directly or through a member of the MRO Group) shall be responsible for eligible payments under its severance arrangements made on and after the Distribution Date, and Marathon Petroleum (acting directly or through a member of the MPC Group) shall be responsible for eligible payments under its severance arrangements made on and after the Distribution Date.

ARTICLE XV

INDEMNIFICATION

The obligations of Marathon Oil under this Agreement shall be deemed to be Marathon Oil Liabilities, as defined in the Distribution Agreement, and the obligations of Marathon Petroleum under this Agreement shall be deemed to be Marathon Petroleum Liabilities under the Distribution Agreement.

ARTICLE XVI

GENERAL AND ADMINISTRATIVE

Section 16.1 Sharing of Information. Subject to any limitations imposed by applicable Law, Marathon Oil and Marathon Petroleum (acting directly or through members of the MRO Group or MPC Group, respectively) shall provide to the other and their respective agents and vendors all Information relevant to the performance of the Parties under this Agreement, in accordance with Article XIII of the Distribution Agreement. The Parties also hereby agree to enter into any business associate agreements that may be required for the sharing of any Information pursuant to this Agreement to comply with the requirements of HIPAA.

Section 16.2 Transfer of Personnel Records and Authorizations.

(a) Subject to any limitations imposed by applicable Law, on the Distribution Date, Marathon Oil shall transfer and assign to Marathon Petroleum all personnel records, all immigration documents, including I-9 forms and work authorizations, all payroll deduction authorizations and elections, whether voluntary or mandated by Law, including but not limited to W-4 forms and deductions for benefits such as insurance, MRO and Marathon Petroleum Reimbursement Accounts Plans, Retirement and Thrift Plans, charitable giving, and purchases at the cafeterias, and all absence management records, Family and Medical Leave Act records, insurance beneficiary designations, Flexible Spending Account enrollment confirmations, attendance, and return to work information (“Benefit Management Records”) relating to MPC Participants. Marathon Oil shall transfer and assign to MPC all personnel records, immigration documents, payroll forms and benefit management records relating to Delayed Transfer Employees on the Transfer Date for each Delayed Transfer Employee. Subject to any limitations imposed by applicable Law, Marathon Oil, however, may retain originals of, copies of, or access to personnel Records, immigration records, payroll forms and Benefit Management Records as long as necessary to provide services to Marathon Petroleum (acting or on its behalf pursuant to the Transition Services Agreement between the Parties entered into as of the date of this Agreement).

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Immigration Records will, if and as appropriate, become a part of Marathon Petroleum’s public access file. Marathon Petroleum will use personnel records, payroll forms and benefit management records for lawful purposes only, including calculation of withholdings from wages and personnel management. It is understood that following the Distribution Date Marathon Oil records may be maintained by Marathon Petroleum (acting directly or through one of its Subsidiaries) pursuant to Marathon Petroleum’s applicable records retention policy.

(b) Subject to any limitations imposed by applicable Law, on the Distribution Date, Marathon Petroleum shall transfer and assign to Marathon Oil all personnel records, all immigration documents, including I-9 forms and work authorizations, all payroll deduction authorizations and elections, whether voluntary or mandated by Law, including but not limited to W-4 forms and deductions for benefits such as insurance, and Benefit Management Records relating to MRO Participants. Subject to any limitations imposed by applicable Law, Marathon Petroleum shall transfer and assign to Marathon Oil all personnel records, immigration documents, payroll forms and benefit management records relating to Delayed Transfer Employees on the Transfer Date for each Delayed Transfer Employee. Marathon Petroleum, however, may retain originals of, copies of, or access to personnel Records, immigration records, payroll forms and Benefit Management Records as long as necessary to provide services to Marathon Oil (acting or on its behalf pursuant to the Transition Services Agreement entered into by the Parties as of the date of this Agreement). Immigration Records will, if and as appropriate, become a part of Marathon Oil’s public access file. Marathon Petroleum will use personnel records, payroll forms and benefit management records for lawful purposes only, including calculation of withholdings from wages and personnel management. It is understood that following the Distribution Date, Marathon Petroleum records may be maintained by Marathon Oil (acting directly or through one of its Subsidiaries) pursuant to Marathon Oil’s applicable records retention policy.

(c) Each Party agrees to maintain the Benefit Management Records of the other Party as agent or arrange for a transfer of such Benefit Management Records on mutually agreeable terms.

(d) As part of a spin-off of any MRO Welfare Plans, all information on file with a third-party administrator (including all information required to process claims and provide benefits under the applicable Welfare Plans) shall be transferred to the third-party administrator of the analogous MPC Welfare Plans, unless prohibited by applicable Law.

Section 16.3 Reasonable Efforts/Cooperation. Each of the Parties will use its commercially reasonable efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate the transactions contemplated by this Agreement. The provisions of Section 14.8 of the Distribution Agreement shall apply to any action or third party claim to which an employee, director, member or Benefit Plan of the MRO Group or MPC Group is involved to the extent that such action or third-party claim relates to this Agreement or any such Benefit Plan.

Section 16.4 Employer Rights. Nothing in this Agreement shall prohibit Marathon Petroleum or any other member of the MPC Group from amending, modifying or terminating any MPC Benefit Plan, at any time within its sole discretion provided that any such amendment, modification or termination shall not relieve Marathon Petroleum from any obligation herein and shall comply with any applicable requirements of the Tax Sharing Agreement. Nothing in this Agreement shall prohibit Marathon Oil or any member of the MRO Group from amending, modifying or terminating any MRO Benefit Plan, at any time within its sole discretion provided that any such amendment, modification or termination shall not relieve Marathon Oil from any obligation herein and shall comply with any applicable requirements of the Tax Sharing Agreement. Nothing in this Agreement modifies any Benefit Plans intended to be qualified arrangements under Section 401(a) of the Code.

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Section 16.5 Consent of Third Parties. If any provision of this Agreement is dependent on the consent of any third party and such consent is withheld, the Parties shall use their commercially reasonable efforts to implement the applicable provisions of this Agreement to the fullest extent practicable. If any provision of this Agreement cannot be implemented due to the failure to obtain any such third-party consent, the Parties shall negotiate in good faith to implement the provision in a mutually satisfactory manner; provided, however, neither Party shall have any obligation under this Agreement to the other Party to obtain a novation with respect to obligations which a Party might have with respect to any MPC Participant or MRO Participant.

Section 16.6 Not a Change in Control. The Parties acknowledge and agree that the transactions contemplated by the Distribution Agreement and this Agreement do not constitute a “change in control” for purposes of any MRO Benefit Plan or arrangement or any MPC Benefit Plan or other arrangement.

ARTICLE XVII

MISCELLANEOUS

Section 17.1 Effect if Distribution Does Not Occur. Notwithstanding anything in this Agreement to the contrary, if the Distribution Agreement is terminated prior to the Distribution Date, then all actions and events that are, under this Agreement, to be taken or occur effective immediately prior to, as of or following the Distribution Date, or otherwise in connection with the Distribution, shall not be taken or occur except to the extent specifically agreed to in writing by Marathon Oil and Marathon Petroleum, and neither Party shall have any Liabilities to the other Party under this Agreement.

Section 17.2 Ashland Asset Transfer and Contribution Agreement Liabilities. Marathon Oil assigns to Marathon Petroleum all Liabilities for any and all Benefit Plans arising under the indemnification provisions of the Ashland Asset Transfer and Contribution Agreement among Marathon Oil Company, Ashland Inc. and Marathon Ashland Petroleum Company LLC dated as of December 12, 1997 or any of the Transaction Documents referred to therein (collectively, the “ATCA”). In addition, Marathon Petroleum shall indemnify, defend and hold Marathon Oil harmless for indemnity obligations created by the ATCA relating to Benefit Plan Liabilities.

Section 17.3 Entire Agreement. This Agreement, including the Schedules hereto and the sections of the Distribution Agreement referenced herein, constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement, and supersedes all prior agreements, negotiations, discussions, understandings and commitments, written or oral, between the Parties with respect to such subject matter.

Section 17.4 Choice of Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY CONFLICTS OF LAW PROVISION OR RULE THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.

Section 17.5 Amendment. This Agreement shall not be amended, modified or supplemented except by a written instrument signed by an authorized representative of each of Marathon Oil and Marathon Petroleum.

Section 17.6 Waiver. Any term or provision of this Agreement may be waived, or the time for its performance may be extended, by the Party or Parties entitled to the benefit thereof. Any such waiver shall be validly and sufficiently given for the purposes of this Agreement if, as to either Party, it is in

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writing signed by an authorized representative of such Party. The failure of either Party to enforce at any time any provision of this Agreement shall not be construed to be a waiver of such provision, or in any way to affect the validity of this Agreement or any part hereof or the right of either Party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to constitute a waiver of any other or subsequent breach.

Section 17.7 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such a manner as to be effective and valid under applicable Law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision or provisions shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

Section 17.8 Execution in Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original instrument, but all of which shall be considered one and the same agreement, and shall become binding when one or more counterparts have been signed by and delivered to each of the Parties.

Section 17.9 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their successors and permitted assigns; provided, however, that the rights and obligations of either Party under this Agreement shall not be assignable by such Party without the prior written consent of the other Party. The successors and permitted assigns hereunder shall include any permitted assignee as well as the successors in interest to such permitted assignee (whether by merger, liquidation (including successive mergers or liquidations) or otherwise).

Section 17.10 No Third Party Beneficiaries. The provisions of this Agreement are solely for the benefit of the Parties and their respective Affiliates, successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person or Persons any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement, including any MPC Participant and any MRO Participant. Furthermore, nothing in this Agreement is intended (i) to confer upon any employee or former employee of MRO, MPC or any member of the MRO Group or MPC Group any right to continued employment, or any recall or similar rights to an individual on layoff or any type of approved leave, or (ii) to be construed to relieve any insurance company of any responsibility for any employee benefit under any Benefit Plan or any other Liability. Nothing in this Agreement is intended as an amendment to any Benefit Plan or employment practice.

Section 17.11 Notices. All notices or other communications under this Agreement shall be in writing and shall be deemed to be duly given when delivered or mailed in accordance with the provisions of Section 14.9 of the Distribution Agreement.

Section 17.12 Performance. Each of Marathon Oil and MPC shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement to be performed indirectly by such Party or by the MRO Group or the MPC Group, respectively.

Section 17.13 Limited Liability. Notwithstanding any other provision of this Agreement, no individual who is a stockholder, director, employee, officer, agent or representative of Marathon Petroleum or Marathon Oil, in such individual’s capacity as such, shall have any Liability in respect of or relating to the covenants or obligations of such Party under this Agreement and, to the fullest extent legally permissible, each of Marathon Petroleum and Marathon Oil, for itself and its respective

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stockholders, directors, employees, officers and Affiliates, waives and agrees not to seek to assert or enforce any such Liability that any such Person otherwise might have pursuant to applicable Law.

Section 17.14 Dispute Resolution. The Parties agree that any dispute, controversy or claim between them with respect to the matters covered hereby shall be governed by and resolved in accordance with the procedures set forth in Article XII of the Distribution Agreement.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their authorized representatives as of the date first above written.

MARATHON OIL CORPORATION
By:	/s/ Clarence P. Cazalot, Jr.
	Name: Clarence P. Cazalot, Jr.
	Title: President and Chief Executive Officer
MARATHON PETROLEUM CORPORATION
By:	/s/ G. R. Heminger
	Name: G. R. Heminger
	Title: President

Page 35 of 35

EX-10.3

Exhibit 10.3

TRANSITION SERVICES AGREEMENT

THIS TRANSITION SERVICES AGREEMENT is made as of May 25, 2011 by and between Marathon Oil Corporation, a Delaware corporation (“Marathon Oil”), and Marathon Petroleum Corporation, a Delaware corporation (“Marathon Petroleum”).

WHEREAS, Marathon Oil, through its Subsidiaries (other than Marathon Petroleum and its Subsidiaries), is engaged in the businesses of crude oil and natural gas exploration and production, integrated natural gas, and oil sands mining (collectively, the “Marathon Oil Business”);

WHEREAS, Marathon Petroleum, through its Subsidiaries, is engaged in the business of petroleum refining, marketing and transportation (the “Marathon Petroleum Business”);

WHEREAS, the Board of Directors of Marathon Oil has determined that it would be advisable and in the best interests of Marathon Oil and its stockholders for Marathon Oil to distribute on a pro rata basis to the holders of Marathon Oil’s common stock all of the outstanding shares of Marathon Petroleum common stock owned by Marathon Oil (the “Distribution”);

WHEREAS, Marathon Oil and Marathon Petroleum have entered into a Separation and Distribution Agreement dated as of the date hereof (the “Distribution Agreement”) in order to carry out, effect and consummate the foregoing transactions;

WHEREAS, to facilitate the transactions described above, Marathon Oil and Marathon Petroleum deem it to be appropriate and in the best interests of Marathon Oil and Marathon Petroleum that Marathon Oil provide certain Services to Marathon Petroleum and Marathon Petroleum provide certain Services to Marathon Oil, on the terms and conditions set forth herein; and

WHEREAS, it is the intent of the Parties that the Services be provided at cost, and therefore the Fees set forth on Annex B and Annex C were calculated to reflect costs.

NOW, THEREFORE, in consideration of the forgoing and the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. Unless otherwise defined herein, each capitalized term shall have the meaning specified for such term in the Distribution Agreement. As used in this Agreement:

(a) “Additional Services” means the Additional Marathon Oil Services (as defined in Section 3.2(a)) or the Additional Marathon Petroleum Services (as defined in Section 3.2(b)), individually, or the Additional Marathon Oil Services and the Additional Marathon Petroleum Services, collectively, as the context may indicate. Any Additional Services provided pursuant to this Agreement shall be deemed to be “Services” under this Agreement.

(b) “Agreement” means this Transition Services Agreement together with those portions of the Distribution Agreement referenced herein and all Annexes attached hereto and incorporated herein by this reference and all amendments, modifications and changes hereto and thereto.

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(c) “Authorized Representative” means, for each Party, any of the individuals listed on Annex A under the name of such Party.

(d) “Availed Party” has the meaning set forth in Section 8.2(a) of this Agreement.

(e) “Fees” for a particular Service shall be as set forth on Annex B or Annex C, as the case may be.

(f) “Marathon Oil Services” means the Services generally described on Annex B and any other Service provided by Marathon Oil or any of its Subsidiaries pursuant to this Agreement.

(g) “Marathon Petroleum Services” means the Services generally described on Annex C and any other Service provided by Marathon Petroleum or any of its Subsidiaries pursuant to this Agreement.

(h) “Partial Termination” has the meaning set forth in Section 3.3(a) of this Agreement.

(i) “Party” means Marathon Oil or Marathon Petroleum, as applicable. “Parties” means Marathon Oil and Marathon Petroleum.

(j) “Security Regulations” has the meaning set forth in Section 8.2(a) of this Agreement.

(k) “Services” means the Marathon Oil Services or the Marathon Petroleum Services, individually, or the Marathon Oil Services and the Marathon Petroleum Services, collectively, as the context may indicate.

(l) “Systems” has the meaning set forth in Section 8.2(a) of this Agreement.

Section 1.2 Interpretation. (a) In this Agreement, unless the context clearly indicates otherwise:

(i) words used in the singular include the plural and words used in the plural include the singular;

(ii) references to any Person include such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and a reference to such Person’s “Subsidiaries” shall be deemed to mean such Person’s Subsidiaries following the Distribution;

(iii) any reference to any gender includes the other gender and the neuter;

(iv) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”;

(v) the words “shall” and “will” are used interchangeably and have the same meaning;

(vi) the word “or” shall have the inclusive meaning represented by the phrase “and/or”;

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(vii) any reference to any Article, Section or Annex means such Article or Section of, or such Annex to, this Agreement, as the case may be, and references in any Section or definition to any clause means such clause of such Section or definition;

(viii) the words “herein,” “hereunder,” “hereof,” “hereto” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Section or other provision of this Agreement;

(ix) any reference to any agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and by this Agreement;

(x) any reference to any law (including statutes and ordinances) means such law (including all rules and regulations promulgated thereunder) as amended, modified, codified or reenacted, in whole or in part, and in effect at the time of determining compliance or applicability;

(xi) relative to the determination of any period of time, “from” means “from and including,” “to” means “to but excluding” and “through” means “through and including”;

(xii) accounting terms used herein shall have the meanings historically ascribed to them by Marathon Oil and its Subsidiaries, including Marathon Petroleum and its Subsidiaries, in its and their internal accounting and financial policies and procedures in effect as of the date of this Agreement;

(xiii) if there is any conflict between the provisions of the Distribution Agreement and this Agreement, the provisions of this Agreement shall control with respect to the subject matter hereof; if there is any conflict between the provisions of the main body of this Agreement and the Annexes hereto, the provisions of the main body of this Agreement shall control unless explicitly stated otherwise in such Annex;

(xiv) the titles to Articles and headings of Sections contained in this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of or to affect the meaning or interpretation of this Agreement;

(xv) any portion of this Agreement obligating a Party to take any action or refrain from taking any action, as the case may be, shall mean that such Party shall also be obligated to cause its relevant Subsidiaries to take such action or refrain from taking such action, as the case may be (and, accordingly, if Services are provided by Subsidiaries of Marathon Oil, references to “Marathon Oil” shall be deemed to be references to such Subsidiaries which provide the Services under this Agreement; if Services are provided by Subsidiaries of Marathon Petroleum, references to “Marathon Petroleum” shall be deemed to be references to such Subsidiaries which provide the Services under this Agreement);

(xvi) unless otherwise specified in this Agreement, all references to dollar amounts herein shall be in respect of lawful currency of the United States; and

(xvii) the language of this Agreement shall be deemed to be the language the Parties hereto have chosen to express their mutual intent, and no rule of strict construction shall be applied against either Party.

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ARTICLE II

TERM

Section 2.1 Term. The term of this Agreement shall commence on the Distribution Date and end on the first anniversary of the Distribution Date (the “Term”).

ARTICLE III PERFORMANCE OF SERVICES

Section 3.1 General. (a) During the Term, and subject to the terms and conditions of this Agreement, Marathon Oil will use commercially reasonable efforts to provide, or cause to be provided, the Marathon Oil Services to Marathon Petroleum and its Subsidiaries. Unless specifically provided to the contrary on Annex B (including any performance standards set forth therein), all Marathon Oil Services provided pursuant to this Agreement shall be performed or provided, as applicable: (i) with the use of reasonable care; (ii) consistent with this Agreement and in substantially the same manner (including as to level, quality and timeliness) as such Services have been provided to the Marathon Petroleum Business by the Marathon Oil Parties on or prior to the Distribution Date (except to the extent that such level of care and diligence will be reduced by reason of the fact that Marathon Oil is not providing executive management services to Marathon Petroleum and its Subsidiaries from and after the Distribution Date); (iii) in material compliance with applicable laws, rules and regulations; and (iv) with substantially the same priority under comparable circumstances as it provides such services to itself and its Subsidiaries.

(b) During the Term, and subject to the terms and conditions of this Agreement, Marathon Petroleum will use commercially reasonable efforts to provide, or cause to be provided, the Marathon Petroleum Services to Marathon Oil and its Subsidiaries. Unless specifically provided to the contrary on Annex C (including any performance standards set forth therein), all Marathon Petroleum Services provided pursuant to this Agreement shall be performed or provided, as applicable: (i) with the use of reasonable care; (ii) consistent with this Agreement and in substantially the same manner (including as to level, quality and timeliness) as such Services have been provided to the Marathon Oil Business by the Marathon Petroleum Parties on or prior to the Distribution Date; (iii) in material compliance with applicable laws, rules and regulations; and (iv) with substantially the same priority under comparable circumstances as it provides such services to itself and its Subsidiaries.

(c) Notwithstanding anything to the contrary in this Agreement, neither Marathon Oil nor Marathon Petroleum (nor any of their respective Subsidiaries) shall be required to perform Services hereunder or take any actions relating thereto that conflict with or violate any applicable law, contract, license, sublicense, authorization, certification or permit.

Section 3.2 Additional Services. (a) If Marathon Petroleum reasonably determines that additional transition services (not listed on Annex B) of the type previously provided by the Marathon Oil Parties to the Marathon Petroleum Business are necessary to conduct the Marathon Petroleum Business and Marathon Petroleum or its Subsidiaries are not able to provide such services to the Marathon Petroleum Business, then Marathon Petroleum may provide written notice thereof to Marathon Oil. Upon receipt of such notice by Marathon Oil, if Marathon Oil is willing, in its sole discretion, to provide such additional service during the Term, the Parties will negotiate in good faith an amendment to Annex B setting forth the additional service (each such service an “Additional Marathon Oil Service”), the terms and conditions for the provision of such Additional Marathon Oil Service and the Fees payable by Marathon Petroleum for such Additional Marathon

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Oil Service, such Fees to be determined on an arm’s-length basis with the intent that they reflect costs.

(b) If Marathon Oil reasonably determines that additional transition Services (not listed on Annex C) of the type previously provided by the Marathon Petroleum Parties to the Marathon Oil Business are necessary to conduct the Marathon Oil Business and Marathon Oil or its Subsidiaries are not able to provide such services to the Marathon Oil Business, then Marathon Oil may provide written notice thereof to Marathon Petroleum. Upon receipt of such notice by Marathon Petroleum, if Marathon Petroleum is willing, in its sole discretion, to provide such additional service during the Term, the Parties will negotiate in good faith an amendment to Annex C setting forth the additional service (each such service an “Additional Marathon Petroleum Service”), the terms and conditions for the provision of such Additional Marathon Petroleum Service and the Fees payable by Marathon Oil for such Additional Marathon Petroleum Service, such Fees to be determined on an arm’s-length basis with the intent that they reflect costs.

Section 3.3 Procedure. (a) Any requests by a Party to the other Party regarding (i) the Services or (ii) any modification or alteration to the provision of the Services must be made by an Authorized Representative (it being understood that the receiving Party shall not be obligated to agree to any modification or alteration requested thereby). A Party receiving Services shall provide no less than 30 days written notice (unless a shorter time is mutually agreed upon by the Parties) to the other Party of any Services that, prior to the expiration of the Term, are no longer needed from the other Party, in which case this Agreement shall terminate as to such Services, provided that the Party providing such Services must consent to such early termination, such consent not to be unreasonably withheld, conditioned or delayed (a “Partial Termination”). The Parties shall mutually agree as to the effective date of any Partial Termination. In the event of any termination prior to the scheduled expiration of the Term or of any Partial Termination hereunder, (x) with respect to any terminated Services in which the Fee for such terminated Services is charged as a flat monthly rate, if termination occurs other than the end of the month, the Fee for that month shall be pro rated to reflect a partial month, and (y) with respect to any other terminated Services, all amounts due pursuant to the terms hereof with respect to the terminated Services shall be appropriately pro rated and reduced to reflect such shortened period during which such Services are actually provided hereunder, and each Party shall refund to the other Party an appropriate pro rated amount for any such Services that have been paid for by such other Party in advance. Notwithstanding the immediately preceding sentence, to the extent any amounts due or advances made hereunder related to costs or expenses that have been or will be incurred and that cannot be recovered by a Party providing Services, such amounts due or advances made shall not be pro rated or reduced and such Party shall not be required to refund to the other Party any pro rated amount for such costs or expenses; and the terminating Party shall reimburse the Party providing such Service for any Third-Party cancellation or similar charges incurred as a result of such early termination. Notwithstanding anything to the contrary hereunder, each Party may avail itself of the remedies set forth in Sections 3.4(b) and 10.2 without fulfilling the notice requirements of this Section 3.3(a).

(b) In the event of a Partial Termination, this Agreement shall remain in full force and effect with respect to the Services which have not been terminated by the Parties as provided herein.

(c) Each Party acknowledges and agrees that certain of the Services to be provided under this Agreement have been, and will continue to be provided (in accordance with this Agreement) to the Marathon Oil Business or the Marathon Petroleum Business, as applicable, by Third Parties designated by the Party responsible for providing such Services hereunder. To the

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extent so provided, the Party responsible for providing such Services shall use commercially reasonable efforts to (a) cause such Third Parties to provide such Services under this Agreement and/or (b) enable the Party seeking the benefit of such Services and its Subsidiaries to avail itself of such Services; provided, however, that if any such Third Party is unable or unwilling to provide any such Services, the Parties agree to use their commercially reasonable efforts to determine the manner, if any, in which such Services can best be provided (it being acknowledged and agreed that any costs or expenses to be incurred in connection with obtaining a Third Party to provide any such Services shall be paid by the Party to which such Services are provided; provided that the Party responsible for providing such Services shall use commercially reasonable efforts to communicate the costs or expenses expected to be incurred in advance of incurring such costs or expenses).

Section 3.4 Disclaimer of Warranties: Force Majeure.

(a) Except as expressly set forth in this Agreement: (i) each Party acknowledges and agrees that the other Party makes no warranties of any kind with respect to the Services to be provided hereunder; and (ii) each Party hereby expressly disclaims all warranties, expressed or implied, of any kind with respect to the Services to be provided hereunder, including any warranty of non-infringement, merchantability, fitness for a particular purpose or conformity to any representation or description as to the Services provided hereunder. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES TO BE PROVIDED UNDER THIS AGREEMENT WILL BE PROVIDED AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, TITLE OR ANY OTHER WARRANTY WHATSOEVER.

(b) If either Party, any of its Subsidiaries or any Third-Party service provider is prevented from or delayed in complying, either totally or in part, with any of the terms or provisions of this Agreement by reason of fire, flood, storm, strike, walkout, lockout or other labor trouble or shortage, delays by unaffiliated suppliers or carriers, shortages of fuel, power, raw materials or components, equipment failure, any law, order, proclamation, regulation, ordinance, demand, seizure or requirement of any Governmental Authority, riot, civil commotion, war, rebellion, act of terrorism, nuclear or other accident, explosion, casualty, pandemic, or act of God, or act, omission or delay in acting by any governmental or military authority or the other Party or any of its Subsidiaries or any other cause, whether or not of a class or kind listed in this sentence, beyond the reasonable control and without the fault of the otherwise defaulting Party, then upon notice to the other Party, the affected provisions and/or other requirements of this Agreement shall be suspended during the period of such disability and, unless otherwise set forth herein to the contrary, the otherwise defaulting Party shall have no liability to the other Party, its Subsidiaries or any other Person in connection therewith. Each Party shall use commercially reasonable efforts to promptly remove such disability as soon as possible; provided, however, that nothing in this Section 3.4(b) will be construed to require the settlement of any strike, walkout, lockout or other labor dispute on terms which, in the reasonable judgment of the affected Party, are contrary to its interest. It is understood that the settlement of a strike, walkout, lockout or other labor dispute will be entirely within the discretion of the affected Party. If a Party is unable to provide any of the Services due to a disability described in the first sentence of this Section 3.4(b), each Party shall use commercially reasonable efforts to cooperatively seek a solution that is mutually satisfactory to the Parties. In addition, upon becoming aware of a disability causing a delay in performance or preventing performance of any obligations of a Party under this Agreement, the otherwise defaulting Party shall promptly notify the other Party in writing of the existence of such disability and the anticipated

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duration of the disability. The Party entitled to the benefit of the Services shall have the right, but not the obligation, to engage subcontractors to perform such obligations for the duration of the period during which such disability delays or prevents the performance of such obligation by the otherwise defaulting Party, it being agreed that the Fees paid or payable under this Agreement with respect to the Service affected by the disability shall be reduced (or refunded, if applicable) on a dollar-for-dollar basis for all amounts paid by the Party entitled to the benefit of the Services to such subcontractors, provided that the otherwise defaulting Party shall not be responsible for the amount of fees charged by any such subcontractors to perform such Services to the extent they exceed the Fees for the applicable period of disability. Notwithstanding anything to the contrary hereunder, each Party shall make the mitigation and resolution of any disability affecting its ability to perform hereunder a high priority and shall use efforts of a type, intensity and duration which, taking into account the type of Services and the significance of such Services to the other Party’s business, represent a reasonably appropriate response to such disability, but in any event no less than commercially reasonable efforts. In addition and notwithstanding anything hereunder to the contrary, the Parties agree that this Section 3.4(b) shall not be construed so as to excuse a Party from complying with any of its obligations under Article VIII.

Section 3.5 Transition of Responsibilities. Each Party agrees to use commercially reasonable efforts to reduce or eliminate its and its Subsidiaries’ dependency on each Service as soon as is reasonably practicable. Each Party agrees to cooperate with the other Party to facilitate the smooth transition of the Services being provided to such Party by the other Party.

Section 3.5 Employee Status. During the Term of this Agreement:

(i) No employee of a Party shall be deemed an employee of the other Party by reason of such employee’s involvement in providing Services provided hereunder. The employing Party shall bear the sole responsibility for payment of each such employee’s wages, benefits, all withholding obligations to federal, state and local taxation and insurance authorities and all other costs and expenses associated with such employees.

(ii) No workers’ compensation insurance shall be obtained by either Party for the employees of the other Party in connection with the Services provided hereunder.

(iii) Each Party shall retain control over the time, manner and method of the employment of its employees. This retained control shall include the right to review employees’ performance, determine employees’ compensation and benefits, discipline employees and determine whether or not to continue employees’ employment.

(iv) This Agreement shall not be construed as an agreement granting employees any employment rights for a specific duration, and shall not constrain a Party’s right to terminate the employment relationship with any of its employees.

(v) A Party’s employees may be considered for transfers or bids by employees for positions listed on such Party’s job posting system.

(vi) Each employee shall be entitled to take vacation and other time off in accordance with the policies of his or her employer, including sick leave and military leave.

ARTICLE IV

COOPERATION

Section 4.1 Cooperation. Each Party shall, and shall cause its Subsidiaries to, use good faith efforts

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to provide reasonable cooperation to the other Party in all matters relating to the provision and receipt of the Services, including providing information and documentation reasonably requested by the other Party, other than information and documentation protected by attorney-client privilege, sufficient for the other Party to provide the Services and making available, as reasonably requested by the other Party, timely decisions, approvals and acceptances in order that the other Party and its Subsidiaries may perform their respective obligations under this Agreement in a timely manner.

Section 4.2 Consents. (a) Each Party shall, and shall cause its Subsidiaries to, provide reasonable cooperation to obtain all Third-Party Consents for any Third-Party software or other Third-Party intellectual property related to the provision of the Services sufficient to enable the Parties to perform the Services in accordance with this Agreement; provided, however, that neither Party shall be obligated under this Agreement to pay any consideration, grant any concession or incur any Liability to any Third Party to obtain any such Third-Party Consent.

(b) In the event that any Third-Party Consent or any Governmental Approval and Consent required for the provision of Services hereunder is not obtained, then, unless and until such Third-Party Consent or Governmental Approval and Consent is obtained, the Parties shall, to the extent practicable, provide reasonable cooperation to each other in achieving a reasonable alternative arrangement for the Party entitled to the benefit of the Services to continue to process its work and for the Party providing the Services to perform such Services.

ARTICLE V

FEES

Section 5.1 Fees. Each Party shall pay the other Party the Fees for the Services provided by such other Party under this Agreement. The Fees for the Marathon Oil Services are set forth on Annex B and the Fees for the Marathon Petroleum Services are set forth on Annex C.

Section 5.2 Taxes. To the extent required or permitted by applicable law, there shall be added to any Fees due under this Agreement, and each Party agrees to pay to the other, amounts equal to any taxes, however designated or levied, based upon such Fees, or upon this Agreement or the Services provided under the Agreement, or their use, including state and local privilege or excise taxes based on gross revenue and any taxes or amounts in lieu thereof paid or payable by the Party providing Services hereunder. In the event taxes are not added to an invoice from the Party providing Services hereunder, the Party being provided such Services is responsible to remit to the appropriate tax jurisdiction any additional amounts due including tax, interest and penalty. The Parties shall cooperate with each other to minimize any of these taxes to the extent reasonable. If additional amounts are determined to be due on the Services provided hereunder as a result of an audit by a tax jurisdiction, the Party provided the Services hereunder agrees to reimburse the Party who provided the Services for the additional amounts due including tax, interest and penalty. The Party obligated to make such reimbursement shall have the right to contest the assessment with the tax jurisdiction at its own expense. The Party providing Services hereunder will be responsible for penalty or interest associated with its failure to remit invoiced taxes. The Parties further agree that, notwithstanding the foregoing, neither Party shall be required to pay any franchise taxes, taxes based on the net income of the other Party or personal property taxes on property owned or leased by a Party and used by such Party to provide Services. Notwithstanding anything else in this Agreement to the contrary, the obligations of this Section 5.2 shall remain in effect until the expiration of the relevant statutes of limitation.

ARTICLE VI

INVOICE AND PAYMENT; AUDIT

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Section 6.1 Invoices and Payment. Within 20 days following the end of each month during the Term (or within 20 days after receipt of a Third Party supplier’s invoice in the case of Services that are provided by a Third-Party supplier), each Party will submit to the other Party for payment a written statement of amounts due under this Agreement for such month. The statement will set forth the Fees, in the aggregate and itemized, based on the descriptions set forth on Annex B or Annex C, as the case may be. Each statement will specify the nature of any amounts due for any Fees as set forth on Annex B or Annex C and will contain reasonably satisfactory documentation in support of such amounts as specified therein and such other supporting detail as the other Party may reasonably require to validate such amounts due.

Section 6.2 Timing of Payment; No Offsets. Each Party will pay all amounts due pursuant to this Agreement within 10 days after the date upon which each such statement that is required to be provided hereunder is received by such Party. Neither Party shall offset any amounts owing to it by the other Party or any of its Subsidiaries against amounts payable by such Party hereunder or any other agreement or arrangement. All timely payments under this Agreement shall be made without early payment discount.

Section 6.3 Non-Payment. If either Party fails to pay the full amount of any invoice within 30 days after its receipt of the invoice, such failure shall be considered a material default under this Agreement. The remedies provided to each Party by this Section 6.3 and by Section 10.2 shall be without limitation of any other applicable provisions of this Agreement. Payments made after the date they are due shall bear interest at a rate per annum equal to the Prime Rate plus 2.0% (compounded monthly).

Section 6.4 Payment Disputes. Either Party may object to any amounts for any Service invoiced to it at any time before, at the time of, or after payment is made, provided such objection is made in writing to the other Party within 150 days following the termination of such Service. The disputing Party shall timely pay the disputed items in full while resolution of the dispute is pending; provided, however, that the other Party shall pay interest at a rate per annum equal to the Prime Rate plus 2.0% (compounded monthly) on any amounts it is required to return to the disputing Party upon resolution of the dispute. Payment of any amount shall not constitute approval thereof. Any dispute under this Section 6.4 shall be resolved in accordance with the provisions set forth in Article XII of the Distribution Agreement.

Section 6.5 Audit Rights. (a) Each Party may, at its own cost and expense, audit (or cause an independent Third Party auditor to audit) the books, records and facilities of the other Party to the extent necessary to determine the other Party’s compliance with this Agreement with respect to Fees paid or payable pursuant to this Article VI or the performance of its other obligations set forth in this Agreement. For any given Service, each Party shall have the right to audit the books, records and facilities of the other Party pertaining to such Service once for each twelve-month period during which payment obligations are due (and at such other times as may be required by applicable law); provided, however, that any such audit shall not be commenced later than 90 days after the termination of such Service.

(b) Any audit shall be conducted during regular business hours and in a manner that complies with the building and security requirements of, and does not unreasonably interfere with the operations of, the Party being audited. Such audits shall not interfere unreasonably with the operations of the Party being audited. The Party desiring to conduct an audit shall provide notice to the Party to be audited not less than 30 days prior to the commencement of the audit and shall

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specify the date on which the audit will commence. If the audit concludes that an overpayment or underpayment has occurred during the audited period, then the Party that conducted the audit may raise an objection pursuant to the provisions of Section 6.4.

ARTICLE VII

INDEPENDENCE; OWNERSHIP OF ASSETS

Section 7.1 Independence. The Parties are independent contractors. All employees and representatives of a Party and any of its Subsidiaries involved in providing services shall be under the exclusive direction, control and supervision of the Party or its Subsidiaries (or their subcontractors) providing such Services, and not of the Party receiving such Services. In accordance with Section 3.5, the Party or its Subsidiaries (or their subcontractors) providing the Services will have the sole right to exercise all authority with respect to the employment (including termination of employment), assignment and compensation of such employees and representatives.

Section 7.2 Assets. All procedures, methods, systems, strategies, tools, equipment, facilities and other resources used by a Party, any of its Subsidiaries or any Third-Party service provider in connection with the provision of the Services hereunder shall remain the property of such Party, its Subsidiaries or such service providers and, except as otherwise provided herein, shall at all times be under the sole direction and control of such Party, its Subsidiaries or such Third-Party service provider. No license under any patents, know-how, trade secrets, copyrights or other rights is granted by this Agreement or any disclosure in connection with this Agreement by either Party.

ARTICLE VIII

CONFIDENTIALITY

Section 8.1 Confidentiality. Each Party agrees that the specific terms and conditions of this Agreement and any information conveyed or otherwise received by or on behalf of a Party in conjunction herewith are confidential and are subject to the terms of the confidentiality provisions set forth in Section 13.8 of the Distribution Agreement.

Section 8.2 System Security.

(a) If any Party is given access to the other Party’s computer systems or software (collectively, “Systems”) in connection with the Transition Services, the Party given access (the “Availed Party”) shall comply with all of the other Party’s system security policies, procedures and requirements that have been provided to the Availed Party in advance and in writing (collectively, “Security Regulations”), and shall not tamper with, compromise or circumvent any security or audit measures employed by such other Party. The Availed Party shall access and use only those Systems of the other Party for which it has been granted the right to access and use.

(b) Each Party shall use commercially reasonable efforts to ensure that only those of its personnel who are specifically authorized to have access to the Systems of the other Party gain such access, and use commercially reasonable efforts to prevent unauthorized access, use, destruction, alteration or loss of information contained therein, including notifying its personnel of the restrictions set forth in this Agreement and of the Security Regulations.

(c) If, at any time, the Availed Party determines that any of its personnel has sought to circumvent, or has circumvented, the Security Regulations, that any unauthorized Availed Party personnel has accessed the Systems, or that any of its personnel has engaged in activities that may lead to the unauthorized access, use, destruction, alteration or loss of data, information or software of the other Party, the Availed Party shall

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promptly terminate any such person’s access to the Systems and promptly notify the other Party. In addition, such other Party shall have the right to deny personnel of the Availed Party access to its Systems upon notice to the Availed Party in the event that the other Party reasonably believes that such personnel have engaged in any of the activities set forth above in this Section 8.2(c) or otherwise pose a security concern. The Availed Party shall use commercially reasonable efforts to cooperate with the other Party in investigating any apparent unauthorized access to such other Party’s Systems.

ARTICLE IX

NO PARTNERSHIP OR AGENCY RELATIONSHIP

Section 9.1 No Partnership or Agency Relationship. Nothing in this Agreement is intended or shall be deemed to constitute a partnership, agency, franchise or joint venture relationship between the Parties or any of their Subsidiaries. Neither Party shall have power to control the activities and operations of the other Party or its Subsidiaries, nor to bind or commit the other Party or its Subsidiaries.

ARTICLE X

TERMINATION

Section 10.1 General. Subject to the provisions of Section 10.4, this Agreement shall terminate, and the obligation of each Party to provide all Services shall cease, on the earliest to occur of (i) the date on which the provision of all Services has been terminated by the Parties pursuant to Section 3.3, subject to the terms of Section 3.3, or (ii) the date on which the Term of this Agreement has ended pursuant to Section 2.1 or 10.2.

Section 10.2 Termination of Entire Agreement. Subject to the provisions of Section 10.4, a Party shall have the right to terminate this Agreement or effect a Partial Termination effective upon delivery of written notice to the other Party if the other Party: (a) makes an assignment for the benefit of creditors, or becomes bankrupt or insolvent, or is petitioned into bankruptcy, or takes advantage of any state, federal or foreign bankruptcy or insolvency act, or if a receiver or receiver/manager is appointed for all or any substantial part of its property and business and such receiver or receiver/manager remains undischarged for a period of 30 days; or (b) materially defaults in the performance of any of its covenants or obligations contained in this Agreement (or, in the case of a Partial Termination, with respect to the Services being terminated) and such default is not remedied to the nondefaulting Party’s reasonable satisfaction within 45 days after receipt of written notice by the defaulting Party informing such Party of such default, or if such default is not capable of being cured within 45 days, if the defaulting Party has not promptly begun to cure the default within such 45-day period and thereafter proceeded with all diligence to cure the same.

Section 10.3 Procedures on Termination. Following any termination of this Agreement or Partial Termination, each Party will cooperate with the other Party as reasonably necessary to avoid disruption of the ordinary course of the other Party’s and its Subsidiaries’ businesses. Termination shall not affect any right to payment for Services provided prior to termination.

Section 10.4 Effect of Termination. Article V (with respect to Fees and Taxes attributable to periods prior to termination), Sections 6.1, 6.2, 6.4, 6.5 and 10.3, this Section 10.4 and Articles I, VII, VIII, XI and XII shall survive any termination of this Agreement. For the avoidance of doubt, neither (a) termination of a particular Service hereunder nor (b) termination of this Agreement with respect to the Services provided under one Annex, but not the other Annex, shall be a termination of this Agreement.

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ARTICLE XI

INDEMNIFICATION

Section 11.1 Indemnification by Marathon Petroleum. Marathon Petroleum shall indemnify, defend and hold harmless each of the Marathon Oil Indemnified Parties for any Losses and Expenses incurred by them in connection with or arising out of any: (i) material breach of this Agreement by Marathon Petroleum; (ii) Marathon Petroleum’s, its Subsidiaries’, employees’, suppliers’ or contractors’ gross negligence, willful misconduct or bad faith in the provision of the Marathon Petroleum Services by Marathon Petroleum, its Subsidiaries, employees, suppliers or contractors pursuant to this Agreement; (iii) any Action that determines that the provision by any Marathon Petroleum Party and/or the receipt by any of the Marathon Oil Indemnified Parties of any Marathon Petroleum Services infringes upon or misappropriates the intellectual property of any Third Party, to the extent that any such Losses and Expenses are determined to have resulted from Marathon Petroleum’s, its Subsidiaries’, employees’, suppliers’ or contractors’ gross negligence, willful misconduct or bad faith; and (iv) Third-Party claims arising out of the provision of the Marathon Oil Services, except to the extent that such Third-Party claims for Losses and Expenses are finally determined by a final non-appealable decision of a court having jurisdiction over Marathon Petroleum and Marathon Oil or pursuant to Article XII of the Distribution Agreement to have arisen out of the material breach of this Agreement, gross negligence willful misconduct or bad faith of Marathon Oil, its Subsidiaries, employees, suppliers or contractors in providing the Marathon Oil Services.

Section 11.2 Indemnification by Marathon Oil. Marathon Oil shall indemnify, defend and hold harmless the Marathon Petroleum Indemnified Parties for any Losses and Expenses incurred by them in connection with or arising out of: (i) any material breach of this Agreement by Marathon Oil; (ii) Marathon Oil’s, its Subsidiaries’, employees’, suppliers’ or contractors’ gross negligence, willful misconduct or bad faith in the provision of the Marathon Oil Services by Marathon Oil, its Subsidiaries, employees, suppliers or contractors pursuant to this Agreement; (iii) any Action that determines that the provision by any Marathon Oil Party and/or the receipt by any of the Marathon Petroleum Indemnified Parties of any Marathon Oil Services infringes upon or misappropriates the intellectual property of any Third Party, to the extent that any such Losses and Expenses are determined to have resulted from Marathon Oil’s, its Subsidiaries’, employees’, suppliers’ or contractors’ gross negligence, willful misconduct or bad faith; and (iv) Third-Party claims arising out of the provision of the Marathon Petroleum Services, except to the extent that such Losses and Expenses are finally determined by a final non-appealable decision of a court having jurisdiction over Marathon Oil and Marathon Petroleum or pursuant to Article XII of the Distribution Agreement to have arisen out of the material breach of this Agreement, gross negligence, willful misconduct or bad faith of Marathon Petroleum, its Subsidiaries, employees, suppliers or contractors in providing the Marathon Petroleum Services.

Section 11.3 Limitations and Liability. (a) Each Party shall have a duty to mitigate the Losses and Expenses for which the other is responsible hereunder. Except for Losses or Expenses arising out of or related to the gross negligence, willful misconduct or bad faith of the defaulting Party or in respect of Article VIII, in no event shall a Party’s (including its Subsidiaries’, employees’, contractors’ or suppliers’) cumulative aggregate liability arising under or in connection with this Agreement (or the provision of Services hereunder) exceed the greater of $10,000,000 and the amount of payments due to such Party from the other Party pursuant to this Agreement. IN NO EVENT SHALL EITHER PARTY OR ANY OF THEIR RESPECTIVE SUBSIDIARIES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL (INCLUDING LOSS OF REVENUES OR PROFITS, LOSS OF DATA, LOSS OF GOODWILL AND LOSS OF CAPITAL, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY

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OF SUCH DAMAGES), EXEMPLARY OR PUNITIVE DAMAGES OR THE LIKE ARISING UNDER ANY LEGAL OR EQUITABLE THEORY OR ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT (OR THE PROVISION OF SERVICES HEREUNDER), ALL OF WHICH ARE HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER OR NOT ANY PARTY TO THIS AGREEMENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

(b) It is not the intent of either Party to receive from the other Party, or any of its officers, employees, Subsidiaries or representatives, professional opinions, whether with regard to tax, legal, treasury, finance, employment or other business and financial matters, or technical advice, whether with regard to information technology or other matters; neither Party shall rely on, or construe, any Service provided to it as such professional advice or opinions or technical advice; and each Party shall seek all third-party professional advice and opinions or technical advice as it may desire or need in connection with its business and operations.

Section 11.4 Indemnification Is Exclusive Remedy. Except for equitable relief and rights pursuant to Section 5.2, Section 6.3 or Article VIII, the indemnification provisions of this Article XI shall be the exclusive remedy for breach of this Agreement.

Section 11.5 Risk Allocation. Each Party agrees that the Fees charged under this Agreement reflect the allocation of risk between the Parties, including the disclaimer of warranties in Section 3.4(a) and the limitations on liability in Section 11.3. Modifying the allocation of risk from what is stated here would affect the Fees that each Party charges, and in consideration of those Fees, each Party agrees to the stated allocation of risk.

Section 11.6 Indemnification Procedures. All claims for indemnification pursuant to this Article XI shall be made in accordance with the provisions set forth in Sections 11.2 and 11.3 of the Distribution Agreement. Notwithstanding anything to the contrary hereunder, no cause of action, dispute or claim for indemnification may be asserted against either Party or submitted to arbitration or legal proceedings which accrued more than two years after the later of (a) the occurrence of the act or event giving rise to the underlying cause of action, dispute or claim and (b) the date on which such act or event was, or should have been, in the exercise of reasonable due diligence, discovered by the Party asserting the cause of action, dispute or claim.

Section 11.7 Express Negligence. THE INDEMNITY, RELEASES AND LIMITATIONS OF LIABILITY IN THIS AGREEMENT (INCLUDING ARTICLES III AND THIS ARTICLE XI) ARE INTENDED TO BE ENFORCEABLE AGAINST THE PARTIES IN ACCORDANCE WITH THE EXPRESS TERMS AND SCOPE THEREOF NOTWITHSTANDING ANY EXPRESS NEGLIGENCE RULE OR ANY SIMILAR DIRECTIVE THAT WOULD PROHIBIT OR OTHERWISE LIMIT INDEMNITIES BECAUSE OF THE NEGLIGENCE OR GROSS NEGLIGENCE (WHETHER SOLE, JOINT OR CONCURRENT OR ACTIVE OR PASSIVE) OR OTHER FAULT OR STRICT LIABILITY OF ANY OF THE INDEMNIFIED PARTIES.

ARTICLE XII

MISCELLANEOUS

Section 12.1 Entire Agreement. This Agreement, including the Annexes hereto and the sections of the Distribution Agreement referenced herein, constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement, and supersedes all prior

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agreements, negotiations, discussions, understandings and commitments, written or oral, between the Parties with respect to such subject matter.

Section 12.2 Choice of Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY CONFLICTS OF LAW PROVISION OR RULE THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.

Section 12.3 Amendment. This Agreement shall not be amended, modified or supplemented except by a written instrument signed by an authorized representative of each of Marathon Oil and Marathon Petroleum.

Section 12.4 Waiver. Any term or provision of this Agreement may be waived, or the time for its performance may be extended, by the Party or Parties entitled to the benefit thereof. Any such waiver shall be validly and sufficiently given for the purposes of this Agreement if, as to either Party, it is in writing signed by an authorized representative of such Party. The failure of either Party to enforce at any time any provision of this Agreement shall not be construed to be a waiver of such provision, or in any way to affect the validity of this Agreement or any part hereof or the right of either Party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to constitute a waiver of any other or subsequent breach.

Section 12.5 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such a manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision or provisions shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

Section 12.6 Execution in Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original instrument, but all of which shall be considered one and the same agreement, and shall become binding when one or more counterparts have been signed by and delivered to each of the Parties.

Section 12.7 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their successors and permitted assigns; provided, however, that the rights and obligations of either Party under this Agreement shall not be assignable by such Party without the prior written consent of the other Party. The successors and permitted assigns hereunder shall include any permitted assignee as well as the successors in interest to such permitted assignee (whether by merger, liquidation (including successive mergers or liquidations) or otherwise).

Section 12.8 Third-Party Beneficiaries. Except to the extent otherwise provided in Article XI and Section 12.12, the provisions of this Agreement are solely for the benefit of the Parties and their respective Subsidiaries, successors and permitted assigns and shall not confer upon any Third Party any remedy, claim, liability, reimbursement or other right in excess of those existing without reference to this Agreement.

Section 12.9 Notices. All notices or other communications under this Agreement shall be in writing and shall be deemed to be duly given when delivered or mailed in accordance with the provisions of Section 14.9 of the Distribution Agreement.

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Section 12.10 Performance. Each Party shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary of such Party.

Section 12.11 No Public Announcement. Neither Marathon Oil nor Marathon Petroleum shall, without the approval of the other, make any press release or other public announcement concerning the transactions contemplated by this Agreement, except as and to the extent that either Party shall be so obligated by law or the rules of any regulatory body, stock exchange or quotation system, in which case the other Party shall be advised and the Parties shall use commercially reasonable efforts to cause a mutually agreeable release or announcement to be issued; provided, however, that the foregoing shall not preclude communications or disclosures necessary to implement the provisions of this Agreement or to comply with applicable law, accounting and SEC disclosure obligations or the rules of any stock exchange.

Section 12.12 Limited Liability. Notwithstanding any other provision of this Agreement, no individual who is a stockholder, director, employee, officer, agent or representative of Marathon Petroleum or Marathon Oil, in such individual’s capacity as such, shall have any liability in respect of or relating to the covenants or obligations of such Party under this Agreement and, to the fullest extent legally permissible, each of Marathon Petroleum and Marathon Oil, for itself and its respective stockholders, directors, employees, officers and Subsidiaries, waives and agrees not to seek to assert or enforce any such liability that any such Person otherwise might have pursuant to applicable law.

Section 12.13 Dispute Resolution. The Parties agree that any dispute, controversy or claim between them with respect to the matters covered hereby shall be governed by and resolved in accordance with the procedures set forth in Article XII of the Distribution Agreement.

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed by their authorized representatives as of the date first above written.

MARATHON OIL CORPORATION
By:	/s/ Clarence P. Cazalot, Jr.
	Name: Clarence P. Cazalot, Jr.
	Title: President and Chief Executive Officer
MARATHON PETROLEUM CORPORATION
By:	/s/ G. R. Heminger
	Name: G. R. Heminger
	Title: President

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EX-99.1

Exhibit 99.1

Marathon Oil Corporation’s Board of Directors Approves Spin-Off

of Marathon Petroleum Corporation

HOUSTON, May 25, 2011 – Marathon Oil Corporation (NYSE: MRO) (Marathon Oil) announced today that its Board of Directors has approved the spin-off of its downstream business through the distribution of shares of Marathon Petroleum Corporation (MPC) to holders of Marathon Oil common stock.

The distribution of MPC shares is expected to occur on June 30, 2011, with Marathon Oil shareholders receiving one share of MPC common stock for every two shares of Marathon Oil common stock held at the close of business on the record date of June 27, 2011. Fractional shares of MPC common stock will not be distributed, and any fractional share of MPC common stock otherwise issuable to a Marathon Oil shareholder will be sold in the open market on such shareholder’s behalf, and such shareholder will receive a cash payment with respect to that fractional share.

Following the distribution of MPC common stock on June 30, MPC will be an independent, publicly traded company, and Marathon Oil will retain no ownership interest. MPC has received approval for the listing of its common stock on the New York Stock Exchange under the symbol “MPC.”

The final terms of the distribution reflect that, given the financial strength of both the upstream and downstream businesses, MPC will have a minimum cash balance of $1.425 billion as of the distribution date.

The completion of the distribution is subject to the Securities and Exchange Commission (SEC) having declared effective MPC’s Registration Statement on Form 10, as amended, which MPC has filed with the SEC and is available at the SEC’s website at http://www.sec.gov.

Marathon Oil has received a private letter ruling from the Internal Revenue Service to the effect that, based on certain facts, assumptions, representations and undertakings set forth in the ruling, for U.S. federal income tax purposes, the distribution of MPC common stock and certain related transactions generally will not be taxable to Marathon Oil or U.S. holders of Marathon Oil common stock, except in respect to cash received in lieu of fractional share interests, which generally will be taxable to such holders as capital gain.

No action is required by Marathon Oil shareholders in order to receive shares of MPC common stock in the spin-off distribution, and Marathon Oil shareholders should retain their Marathon Oil stock certificates. Marathon Oil shareholders entitled to receive the dividend will receive a book-entry account statement reflecting their ownership of MPC common stock, or their brokerage account will be credited for the shares.

Marathon Oil expects that a “when-issued” public trading market for MPC common stock will commence on or about June 23, 2011, and will continue through the distribution date. Marathon Oil

also anticipates that “regular way” trading of MPC common stock will begin on July 1, 2011, the first trading day following the distribution date.

Beginning on or about June 23, 2011, and through the distribution date, it is expected that there will be two ways to trade Marathon Oil common stock – either with or without the distribution of MPC common stock. Marathon Oil shareholders who sell their shares of Marathon Oil common stock in the “regular-way” market (that is, the normal trading market on the NYSE under the symbol “MRO”) after the record date and on or prior to the distribution date will be selling their right to receive shares of MPC common stock in connection with the spin-off. It is anticipated that shares of Marathon Oil common stock will also trade ex-distribution (that is, without the right to receive the MPC distribution) during that period under the symbol “MROwi.” Investors are encouraged to consult with their financial advisors regarding the specific implications of buying or selling shares of Marathon Oil common stock on or before the distribution date.

Marathon Oil expects to mail the information statement to all shareholders entitled to receive the distribution of shares of MPC common stock by mid-June 2011. The information statement will describe MPC, including the risks of owning MPC common stock, and other details regarding the spin-off.

MPC, to be based in Findlay, Ohio, is expected to be the fifth largest U.S. refiner with a top-tier downstream portfolio of strategically aligned assets concentrated mainly in the Midwest, Gulf Coast and Southeast regions of the U.S. Marathon Oil, which will remain based in Houston, will be a global exploration and production company with a strong portfolio of assets delivering defined growth leveraged to crude oil production with exploration upside.

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This release contains forward-looking statements with respect to the completion of the spin-off of Marathon Petroleum Corporation, including the expected distribution date, the listing of shares of MPC common stock on the NYSE, the tax-free nature of the spin-off, the anticipated dates for MPC common stock to begin trading on a “when-issued” basis and on a “regular-way” basis and for Marathon Oil common stock to begin trading on an “ex-distribution” basis and the expected mailing date for the information statement. Factors that could affect the spin-off include a registration statement declared effective by the U.S. Securities and Exchange Commission. This release also contains forward-looking statements with respect to expectations of additional growth leveraged to crude oil production. Although we believe that the expectations set forth in the forward-looking statements are reasonable, we can give no assurance that those expectations will prove to have been correct. Those statements are made by using various underlying assumptions and are subject to numerous uncertainties and risks, including that the spin-off distribution may not be completed as anticipated or at all and that delays or other difficulties in completing the distribution may be experienced. If one or more of these risks materialize, or if underlying assumptions prove incorrect, actual results may differ materially from those set forth in the forward-looking statements. In accordance with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, Marathon Oil Corporation has included in its

Annual Report on Form 10-K for the year ended December 31, 2010, and subsequent Forms 10-Q and 8-K, cautionary language identifying other important factors, though not necessarily all such factors, that could cause future outcomes to differ materially from those set forth in the forward-looking statements.

Media Relations Contacts

Lee Warren: 713-296-4103

John Porretto: 713-296-4102

Investor Relations Contacts

Howard Thill: 713-296-4140

Chris Phillips: 713-296-3213