10-12B/A

As filed with the Securities and Exchange Commission on May 26, 2011

File No. 001-35054

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment No. 5

to

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

PURSUANT TO SECTION 12(B) OR 12(G) OF

THE SECURITIES EXCHANGE ACT OF 1934

Marathon Petroleum Corporation

(exact name of registrant as specified in its charter)

Delaware	27-1284632
(State of incorporation or organization)	(I.R.S. Employer Identification No.)
539 South Main Street Findlay, Ohio	45840-3229
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (419) 422-2121

Copy to:

Ted W. Paris, Esq.

Baker Botts L.L.P.

3000 One Shell Plaza

910 Louisiana Street

Houston, Texas 77002-4995

(713) 229-1838

Fax: (713) 229-7738

Securities to be registered pursuant to Section 12(b) of the Act:

Title of Each Class Registered	Name of Each Exchange on Which Such Class will be Registered
Common Stock, par value $0.01 per share	The New York Stock Exchange, Inc.

Securities to be registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	þ (Do not check if a smaller reporting company)	Smaller reporting company	¨

MARATHON PETROLEUM CORPORATION

INFORMATION INCLUDED IN INFORMATION STATEMENT

AND INCORPORATED BY REFERENCE IN FORM 10

CROSS REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10

We have filed our information statement as Exhibit 99.1 to this Form 10. For your convenience, we have provided below a cross-reference sheet identifying where the items required by Form 10 can be found in the information statement.

Item No.	Item Caption	Location in Information Statement
1.	Business.	See “Summary,” “Risk Factors,” “Cautionary Statement Concerning Forward-Looking Statements,” “The Spin-Off,” “Capitalization,” “Selected Historical Combined Financial Data,” “Unaudited Pro Forma Condensed Combined Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” “Relationship with Marathon Oil After the Spin-Off” and “Management.”
1A.	Risk Factors.	See “Risk Factors.”
2.	Financial Information.	See “Summary,” “Risk Factors,” “Capitalization,” “Selected Historical Combined Financial Data,” “Unaudited Pro Forma Condensed Combined Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
3.	Properties.	See “Business.”
4.	Security Ownership of Certain Beneficial Owners and Management.	See “Security Ownership of Certain Beneficial Owners and Management.”
5.	Directors and Executive Officers.	See “Management.”
6.	Executive Compensation.	See “Management” and “Executive Compensation.”
7.	Certain Relationships and Related Transactions, and Director Independence.	See “Summary,” “Risk Factors,” “Management,” “Certain Relationships and Related Transactions” and “Relationship with Marathon Oil After the Spin-Off.”
8.	Legal Proceedings.	See “Business—Legal Proceedings.”
9.	Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters.	See “Summary,” “Risk Factors,” “The Spin-Off,” “Dividend Policy” and “Description of Capital Stock.”
10.	Recent Sales of Unregistered Securities.	Not Applicable.
11.	Description of Registrant’s Securities to be Registered.	See “Description of Capital Stock.”
12.	Indemnification of Directors and Officers.	See “Indemnification of Directors and Officers.”

Item No.	Item Caption	Location in Information Statement
13.	Financial Statements and Supplementary Data.	See “Summary,” “Selected Historical Combined Financial Data,” “Unaudited Pro Forma Condensed Combined Financial Data” and “Index to Combined Financial Statements.”
14.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	Not Applicable.
15.	Financial Statements and Exhibits.

(a) Financial Statements: The following financial statements are included in the information statement and filed as part of this Registration Statement:

Report of Independent Registered Public Accounting Firm

Combined Statements of Income for the years ended December 31, 2010, 2009 and 2008

Combined Balance Sheets as of December 31, 2010 and 2009

Combined Statements of Cash Flows for the years ended December 31, 2010, 2009 and 2008

Combined Statements of Net Investment for the years ended December 31, 2010, 2009 and 2008

Notes to Combined Financial Statements

Supplemental Statistics (unaudited)

Unaudited Combined Statements of Income for the three months ended March 31, 2011 and 2010

Unaudited Combined Balance Sheets as of March 31, 2011 and December 31, 2010

Unaudited Combined Statements of Cash Flows for the three months ended March 31, 2011 and 2010

Unaudited Combined Statements of Net Investment for the three months ended March 31, 2011 and 2010

Notes to Combined Financial Statements (unaudited)

Supplemental Statistics (unaudited)

(b) Exhibits. The following documents are filed as exhibits hereto:

Exhibit Number	Exhibit Description
2.1	Separation and Distribution Agreement dated as of May 25, 2011 among Marathon Oil Corporation, Marathon Oil Company and Marathon Petroleum Corporation
3.1	Form of Restated Certificate of Incorporation of the Registrant
3.2	Amended and Restated Bylaws of the Registrant
4.1*	Indenture dated as of February 1, 2011 between Marathon Petroleum Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee
4.2*	Form of the terms of the 3½% Senior Notes due 2016, 5 1/8% Senior Notes due 2021 and 6½% Senior Notes due 2041 of Marathon Petroleum Corporation
4.3*	Form of 3½% Senior Notes due 2016, 5 1/8% Senior Notes due 2021 and 6½% Senior Notes due 2041 of Marathon Petroleum Corporation (included in Exhibit 4.2 above)
4.4*	Registration Rights Agreement among Marathon Petroleum Corporation, Marathon Oil Corporation and Morgan Stanley & Co. Incorporated and J.P. Morgan Securities LLC
4.5*	Credit Agreement dated as of March 11, 2011 among Marathon Petroleum Corporation, 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
10.1	Tax Sharing Agreement dated as of May 25, 2011 by and among Marathon Oil Corporation, Marathon Petroleum Corporation and MPC Investment LLC
10.2	Employee Matters Agreement dated as of May 25, 2011 by and between Marathon Oil Corporation and Marathon Petroleum Corporation
10.3	Transition Services Agreement dated as of May 25, 2011 by and between Marathon Oil Corporation and Marathon Petroleum Corporation
10.4*	Marathon Petroleum Corporation 2011 Incentive Compensation Plan
21.1*	List of Subsidiaries
99.1	Information Statement, Subject to Completion, dated May 26, 2011

* Previously filed.

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: May 26, 2011

MARATHON PETROLEUM CORPORATION
By:	/S/    GARY R. HEMINGER
	Gary R. Heminger
	President

EXHIBIT INDEX

Exhibit Number	Exhibit Description
2.1	Separation and Distribution Agreement dated as of May 25, 2011 among Marathon Oil Corporation, Marathon Oil Company and Marathon Petroleum Corporation
3.1	Form of Restated Certificate of Incorporation of the Registrant
3.2	Amended and Restated Bylaws of the Registrant
4.1*	Indenture dated as of February 1, 2011 between Marathon Petroleum Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee
4.2*	Form of the terms of the 3½% Senior Notes due 2016, 5 1/8% Senior Notes due 2021 and 6½% Senior Notes due 2041 of Marathon Petroleum Corporation
4.3*	Form of 3½% Senior Notes due 2016, 5 1/8% Senior Notes due 2021 and 6½% Senior Notes due 2041 of Marathon Petroleum Corporation (included in Exhibit 4.2 above)
4.4*	Registration Rights Agreement among Marathon Petroleum Corporation, Marathon Oil Corporation and Morgan Stanley & Co. Incorporated and J.P. Morgan Securities LLC
4.5*	Credit Agreement dated as of March 11, 2011 among Marathon Petroleum Corporation, 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
10.1	Tax Sharing Agreement dated as of May 25, 2011 by and among Marathon Oil Corporation, Marathon Petroleum Corporation and MPC Investment LLC
10.2	Employee Matters Agreement dated as of May 25, 2011 by and between Marathon Oil Corporation and Marathon Petroleum Corporation
10.3	Transition Services Agreement dated as of May 25, 2011 by and between Marathon Oil Corporation and Marathon Petroleum Corporation
10.4*	Marathon Petroleum Corporation 2011 Incentive Compensation Plan
21.1*	List of Subsidiaries
99.1	Information Statement, Subject to Completion, dated May 26, 2011

* Previously filed.

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-3.1

Exhibit 3.1

RESTATED CERTIFICATE OF INCORPORATION

of

MARATHON PETROLEUM CORPORATION

Marathon Petroleum Corporation (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, hereby adopts this Restated Certificate of Incorporation, which accurately restates and integrates the provisions of the existing Certificate of Incorporation of the Corporation as previously amended (as so amended, the “Certificate of Incorporation”) and further amends the Certificate of Incorporation as provided in this Restated Certificate of Incorporation, and hereby further certifies that:

1. The name of the Corporation is Marathon Petroleum Corporation. The original certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on November 9, 2009.

2. The Board of Directors of the Corporation and the sole stockholder of the Corporation have duly adopted this Restated Certificate of Incorporation in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware, as amended or modified from time to time, or any successor statute thereto (the “DGCL”).

3. This Restated Certificate of Incorporation shall become effective upon filing with the Secretary of State of the State of Delaware.

4. The Certificate of Incorporation is hereby amended and restated to read in its entirety as follows:

ARTICLE ONE

NAME

The name of the Corporation is Marathon Petroleum Corporation.

ARTICLE TWO

REGISTERED AGENT

The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the Corporation’s registered agent at that address is The Corporation Trust Company.

ARTICLE THREE

CORPORATE PURPOSE

The purpose of the Corporation is to engage in any lawful business, act or activity for which corporations may be organized under the DGCL.

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ARTICLE FOUR

AUTHORIZED SHARES

1. Authorized Shares. The aggregate number of shares of capital stock which the Corporation will have authority to issue is 1,030,000,000 (One Billion Thirty Million), of which 1,000,000,000 (One Billion) shares are classified as common stock, par value $.01 per share (“Common Stock”), and of which 30,000,000 (Thirty Million) shares are classified as preferred stock, par value $.01 per share (“Preferred Stock”). The Corporation may issue shares of any class or series of its capital stock for such consideration and for such corporate purposes as the Board of Directors of the Corporation (the “Board”) may from time to time determine. Each share of Common Stock shall be entitled to one vote.

2. Preferred Stock. The Preferred Stock may be issued in one or more series. The Board is hereby authorized to issue the shares of Preferred Stock in such series and to fix from time to time before issuance the number of shares to be included in any such series and the designation, powers, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions applicable to such rights. The authority of the Board with respect to each such series will include, without limiting the generality of the foregoing, the determination of any or all of the following:

(a) the number of shares of any series and the designation to distinguish the shares of such series from the shares of all other series;

(b) other than any voting rights required by applicable law, statute, rule or regulation of any governmental authority (collectively, “Applicable Laws”), the voting powers, if any, and whether such voting powers are full or limited in such series;

(c) the redemption provisions, if any, applicable to such series, including the redemption prices, times, rates, adjustments and other terms and conditions of redemption (including the manner of selecting shares of such series for redemption if fewer than all shares of such series are to be redeemed);

(d) whether dividends, if any, will be cumulative, noncumulative or partially cumulative, the dividend rate of such series (or the method of calculation thereof), and the dates, conditions and preferences of dividends on such series;

(e) the rights of such series upon the voluntary or involuntary dissolution of, or upon any distribution of the assets of, the Corporation;

(f) the provisions, if any, pursuant to which the shares of such series are convertible into, or exchangeable for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the Corporation, at such price or prices or at such rate or rates of exchange and with such adjustments applicable thereto;

(g) the right, if any, to subscribe for or to purchase any securities of the Corporation;

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(h) the provisions, if any, of a sinking fund applicable to such series; and

(i) any other designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof; all as may be determined from time to time by the Board, stated or expressed in the resolution or resolutions providing for the issuance of such Preferred Stock and set forth in a Certificate of Designation for such series of Preferred Stock filed with the Secretary of State of the State of Delaware in accordance with the DGCL (a “Preferred Stock Designation”).

3. Consent of Stockholders Not Required. Except as required by the DGCL or other Applicable Laws, any Preferred Stock Designation or this Restated Certificate of Incorporation, a series of Preferred Stock may be authorized, and the terms of any series of Preferred Stock may be amended, without the consent, approval or other action of the holders of Common Stock, of any other series of Preferred Stock or of any other class of capital stock of the Corporation.

4. No Preemptive or Preferential Rights. Except as otherwise may be provided in any Preferred Stock Designation, no holder of any shares of any class or series of capital stock of the Corporation, by reason of the holding of such shares of any class or series of capital stock of the Corporation, will have a preemptive or preferential right to acquire or subscribe for any shares of any class or series of capital stock or other securities (including securities convertible into or exercisable for capital stock) of the Corporation, whether now or hereafter authorized, which may at any time be issued, sold or offered for sale by the Corporation.

5. No Cumulative Voting of Shares. Except as otherwise may be provided in any Preferred Stock Designation, cumulative voting of shares of any class or series of capital stock is prohibited.

ARTICLE FIVE

FOREIGN OWNERSHIP

1. Certain Definitions. For purposes of this Article FIVE:

(a) “Fair Market Value” shall mean the average Market Price of one Share of the same class as the Excess Shares for the twenty (20) consecutive trading days next preceding the date of determination. The “Market Price” for a particular day shall mean (i) the last reported sales price, regular way, or, in case no sale takes place on such day, the average of the reported closing bid and asked prices, regular way, in either case as reported on the New York Stock Exchange, Inc. (“NYSE”) composite transactions reporting system or, if the Shares are not then listed or admitted to unlisted trading privileges on the NYSE, as reported on the consolidated reporting system of the principal national securities exchange (then registered as such pursuant to section 6 of the Securities Exchange Act of 1934, as amended or modified from time to time (the “Exchange Act”)) on which such capital stock is then listed or admitted to unlisted trading privileges; or (ii) if the Shares are not then listed or admitted to unlisted trading privileges on the NYSE or on any national securities exchange, (A) the average of the closing “bid” and “asked” prices on such day in the over-the-counter market as reported by the NASDAQ Stock Market LLC (“NASDAQ”) or (B) if “bid” and “asked” prices for the Shares of the same class on such

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day shall not have been reported on NASDAQ, the average of the “bid” and “asked” prices for such day as furnished by any NYSE member firm regularly making a market in and for the Shares. If the Shares are not publicly traded, the Fair Market Value thereof shall mean the fair value of one Share of the same class as the Excess Shares, as determined in good faith by the Board, which determination shall be conclusive.

(b) “Maritime Laws” means the Foreign Dredge Act of 1906, 46 U.S.C. section 55109, as amended; the Merchant Marine Act of 1920, 46 U.S.C. section 55101, et seq., as amended; the Shipping Act of 1916, 46 U.S.C. section 50501, as amended; and any other U.S. maritime, shipping, and vessel statutes, common laws, regulations and binding publications requiring or relating to the ownership or control of the Corporation for purposes of qualifying to own and operate vessels in coastwise trade as a U.S. Citizen, as the same may be amended or modified from time to time.

(c) “Non-U.S. Citizen” shall mean any Person other than a U.S. Citizen.

(d) to “Own” or to be an “Owner” of any Shares or other equity interests, means (i) to hold such Shares of record (with the power to act on behalf of the beneficial holder), or to be considered a “beneficial owner” of such Shares or other equity interests, as that term is defined pursuant to Rule 13d-3 promulgated by the Securities and Exchange Commission under the Exchange Act, as such rule may be amended or modified from time to time, or any successor rule thereto; (ii) to be entitled to dividends or other distributions in respect of such Shares or other equity interests; or (iii) to otherwise control, or be permitted to exercise control over, such Shares or other equity interests, with the Board being authorized to determine reasonably the meaning of such control for this purpose pursuant to the guidelines set forth in Subpart C (sections 67.30-67.47) of Title 46 of the Code of Federal Regulations, as the same may be amended or modified from time to time.

(e) “Permitted Percentage” means a percentage that is equal to two percent (2%) less than the percentage that would cause the Corporation to be no longer qualified as a U.S. Citizen to engage in coastwise trade under the Maritime Laws. As of the date of the adoption of this Restated Certificate of Incorporation, the Permitted Percentage is twenty-three percent (23%). In determining whether or not the Permitted Percentage has been exceeded, the total number of Shares shall include only those Shares issued and outstanding in the relevant class and shall exclude Shares of such class, if any, held in the treasury of the Corporation.

(f) “Person” means an individual or a corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

(g) “U.S. Citizen” means: (i) an individual who is a native-born, naturalized or derivative citizen of the United States, or otherwise qualifies as a United States citizen; (ii) a partnership of which all of its general partners are citizens of the United States and at least seventy-five percent (75%) of the interest in the partnership is Owned by citizens of the United States; (iii) a trust whereby each of its trustees is a citizen of the United States, each beneficiary with an enforceable interest in the trust is a citizen of the United States, and at least seventy-five percent

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(75%) of the interest in the trust is Owned by citizens of the United States; (iv) an association or joint venture if each of its members is a citizen of the United States; (v) a corporation if (A) it is incorporated under the laws of the United States or of a State of the United States or a political subdivision thereof, or any other territory or possession of the United States, (B) its chief executive officer, by whatever title, and its Chairman of the Board are citizens of the United States, (C) no more of its directors are non-citizens than a minority of the number necessary to constitute a quorum, and (D) at least seventy-five percent (75%) of the equity interests in the corporation is Owned by citizens of the United States; (vi) a governmental entity that is an entity of the federal government of the United States or of the government of a State of the United States or a political subdivision thereof, or any other territory or possession of the United States, all as further defined in Subpart C (sections 67.30-67.47) of Title 46 of the Code of Federal Regulations, as the same may be amended or modified from time to time. With respect to a limited liability company, a “U.S. Citizen” shall mean an entity that meets the requirements of clause (ii) above, and, if the limited liability company has a chief executive officer, by whatever title, or a board of managers or directors, then it shall also meet the relevant requirements of clause (v) above.

2. Foreign Ownership and Control Restricted. The purpose of this Article FIVE is to limit the ownership and control of the Corporation by Non-U.S. Citizens to ensure that the Corporation remains qualified to own and operate vessels engaged in coastwise trade as a U.S. Citizen under the Maritime Laws. At no time shall Non-U.S. Citizens, individually or in the aggregate, be permitted to Own greater than the Permitted Percentage of any class of capital stock of the Corporation (“Shares”). If at any time Non-U.S. Citizens, individually or in the aggregate, become the Owners of more than the Permitted Percentage of any class of Shares, the Corporation shall have the power to take the actions prescribed in paragraphs 4, 5 and 6 of this Article FIVE. Notwithstanding the foregoing, the Preferred Stock Designation for any series of Preferred Stock authorized in accordance with Article FOUR may provide that such series of Preferred Stock is excluded from the restrictions set forth in, and the application of, this Article FIVE.

3. Implementation. The Corporation is authorized to effect any and all measures and to make any and all determinations reasonably necessary or desirable (consistent with Applicable Laws and this Restated Certificate of Incorporation) to fulfill the purpose and implement the provisions of this Article FIVE, including without limitation: (a) requiring one or more Owner(s) of Shares to confirm his, her or its citizenship status and/or to provide citizenship certificates or other reasonable evidence of his, her or its citizenship status from time to time, and suspending voting, dividend and other distribution rights with respect to any Shares held by such Owner(s) until such confirmation and/or evidence is received; (b) maintaining the share transfer records of the Corporation in such a manner so that the percentage of any class of Shares that is Owned by U.S. Citizens and by Non-U.S. Citizens can be determined and confirmed; (c) obtaining, as a condition precedent to the transfer on the records of the Corporation, representations, citizenship certificates and/or other evidence as to the identity and citizenship status from all transferees (and from any recipient upon original issuance) of any Shares and, if such transferee (or recipient) is acting as a fiduciary or nominee for another Owner, such other Owner, and the registration of transfer (or original issuance) shall be denied upon refusal of such transferee (or recipient) to make such representations and/or furnish such citizenship certificates or other

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evidence; (d) recording in the share records of the Corporation and/or on registrations of transfer (or original issue) whether or not the Owner(s) of each issued and outstanding Share is a U.S. Citizen. The Corporation is authorized to take such other ministerial actions or make such interpretations as it may deem necessary or advisable in order to implement the purpose and the policy set forth in paragraph 2 of this Article FIVE.

4. Restrictions on Transfer. Any transfer, or attempted transfer, of any Share(s), the effect of which would be to cause one or more Non-U.S. Citizens, individually or in the aggregate, to Own Shares of any class of capital stock in excess of the Permitted Percentage, shall be void and ineffective as against the Corporation, and neither the Corporation nor its transfer agent or registrar shall be required to (a) register such transfer or purported transfer on the share records of the Corporation or (b) recognize the transferee or purported transferee thereof as a stockholder of the Corporation for any purpose whatsoever except to the extent necessary to effect any remedy available to the Corporation pursuant to this Article FIVE.

5. Suspension of Voting, Dividend and Other Distribution Rights of Non-U.S. Citizen Owned Shares. If on any date (including any record date), the number of Shares of any class of capital stock that is Owned, individually or in the aggregate, by Non-U.S. Citizens is in excess of the Permitted Percentage (such Shares owned by Non-U.S. Citizens in excess of the Permitted Percentage are referred to in this Restated Certificate of Incorporation as the “Excess Shares”), the Corporation shall determine which Shares Owned by Non-U.S. Citizens constitute the Excess Shares. The determination shall be made by reference to the date or dates that the Shares were acquired by Non-U.S. Citizens, starting with the most recent acquisition of Shares by a Non-U.S. Citizen and including, in reverse chronological order of acquisition, all other acquisitions of Shares of the same class by Non-U.S. Citizens from and after the acquisition of the Shares that first caused the Permitted Percentage to be exceeded. The determination of the Corporation as to which Shares constitute Excess Shares shall be conclusive. Shares deemed to constitute Excess Shares shall (so long as such excess exists) not be accorded any voting rights and shall not be deemed to be outstanding for purposes of determining the vote required on any matter brought before the stockholders of the Corporation for a vote thereon. The Corporation shall (so long as such excess exists) withhold the payment of dividends, if any, and the sharing in any other distribution (upon liquidation or otherwise) in respect of Excess Shares. At such time as the Permitted Percentage is no longer exceeded, full voting, dividend and other distribution rights shall be restored to any Shares previously deemed to be Excess Shares that are no longer Excess Shares, and any dividend or other distribution with respect to such Shares that has been withheld shall be due and payable, without interest thereon, solely to the record holders of such Shares within a reasonable time after the Permitted Percentage is no longer exceeded.

6. Redemption of Excess Shares. The Corporation shall have the power, but no obligation, to redeem any Excess Shares subject to the following terms and conditions:

(a) the Corporation shall pay a redemption price per share for the Excess Shares to be redeemed equal to the sum of (i) the Fair Market Value of one Share of the same class on the date that the Excess Shares are called for redemption and (ii) the amount of any dividend or other distribution declared with respect to such Excess Shares prior to the date that they are called for

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redemption hereunder but which has been withheld by the Corporation pursuant to paragraph 5 of this Article FIVE, without interest thereon;

(b) the redemption price shall be paid in U.S. Dollars;

(c) the Corporation shall give a notice of redemption by first class mail, postage prepaid, mailed not less than ten (10) calendar days prior to the redemption date to each holder of record of the Excess Shares to be redeemed, at such holder’s address as the same appears on the share transfer records of the Corporation (or, in the absence of such address in the transfer records of the Corporation, at such other address as the Corporation may determine in its sole discretion). Each such notice shall state (i) the redemption date, (ii) the number of Excess Shares to be redeemed from such holder, (iii) the redemption price per Excess Share and the manner of payment thereof; and (iv) that dividends and other distributions, if any, on the Excess Shares to be redeemed will cease to accrue on such redemption date;

(d) from and after the redemption date and upon payment by the Corporation of the redemption price, dividends and other distributions, if any, on the Excess Shares called for redemption shall cease to accrue and such Shares shall no longer be deemed to be outstanding and all rights of the holders thereof as stockholders of the Corporation shall cease; and

(e) such other terms and conditions as the Board may determine in its sole discretion.

7. Citizenship of Officers and Directors. At no time shall (a) more than the minority of the number of Directors of the Corporation necessary to constitute a quorum of Directors for a meeting be Non-U.S. Citizens or (b) the Chairman of the Board or Chief Executive Officer (by whatever title) of the Corporation be a Non-U.S. Citizen.

8. NYSE Transactions. Nothing in this Article FIVE shall preclude the settlement of any transaction entered into through the facilities of the NYSE or any other national securities exchange (then registered as such pursuant to section 6 of the Exchange Act) or automated inter-dealer quotation system for so long as any class or series of the capital stock of the Corporation is listed on the NYSE or on such exchange or traded through such system. The fact that the settlement of any transaction occurs shall not negate the effect of any provision of this Article FIVE and any transferee in such a transaction shall be subject to all of the provisions and limitations set forth in this Article FIVE.

9. Severability. Each provision of this Article FIVE is intended to be severable from every other provision. If any one or more of the provisions contained in this Article FIVE is held to be invalid, illegal or unenforceable, the validity, legality or enforceability of any other provision of this Article FIVE or this Restated Certificate of Incorporation shall not be affected, and such other provisions shall be construed as if the provisions held to be invalid, illegal or unenforceable had been reformed to the extent required to be valid, legal and enforceable.

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ARTICLE SIX

BOARD OF DIRECTORS

1. Authority of the Board. The business and affairs of the Corporation will be managed by or under the direction of the Board. In addition to the authority and powers conferred on the Board by the DGCL or by the other provisions of this Restated Certificate of Incorporation, the Board hereby is authorized and empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject to the provisions of the DGCL, this Restated Certificate of Incorporation, any Preferred Stock Designation and any Bylaws of the Corporation; provided, however, that no Bylaws hereafter adopted, or any amendments thereto, will invalidate any prior act of the Board that would have been valid if such Bylaws or amendment had not been adopted.

2. Number of Directors. The number of Directors which will constitute the whole Board shall be fixed from time to time exclusively by, and may be increased or decreased from time to time exclusively by, the affirmative vote of a majority of the Directors then in office (subject to such rights of holders of a series of shares of Preferred Stock to elect one or more Directors pursuant to any provisions contained in any Preferred Stock Designation), but in any event will not be less than three (3) or greater than twelve (12). In the event of any change in the authorized number of Directors, each Director then continuing to serve as such shall nevertheless continue as a Director of the class of which he or she is a member until the expiration of his or her current term, or the earlier of his or her death, resignation or removal. The Board shall specify the class to which a newly created directorship shall be allocated.

3. Classification and Terms of Directors. The Directors (other than those Directors, if any, elected by the holders of any series of Preferred Stock pursuant to the Preferred Stock Designation for such series of Preferred Stock, voting separately as a class), will be divided into three classes as nearly equal in size as practicable: Class I, Class II and Class III. Each Director will serve for a three year term expiring on the date of the third annual meeting of stockholders of the Corporation following the annual meeting of stockholders at which that Director was elected; provided, however, that the Directors first designated as Class I Directors will serve for a term expiring on the date of the annual meeting of stockholders next following the end of the calendar year 2011, the Directors first designated as Class II Directors will serve for a term expiring on the date of the annual meeting of stockholders next following the end of the calendar year 2012, and the Directors first designated as Class III Directors will serve for a term expiring on the date of the annual meeting of stockholders next following the end of the calendar year 2013. Each Director will hold office until the annual meeting of stockholders at which that Director’s term expires and, the foregoing notwithstanding, serve until his or her successor shall have been duly elected and qualified or until his or her earlier death, resignation or removal. Any Director elected by the holders of a series of Preferred Stock will be elected for the term set forth in the applicable Preferred Stock Designation.

4. Election and Succession of Directors. Election of Directors need not be by written ballot unless the Bylaws of the Corporation so provide. At each annual election, the Directors chosen to succeed those whose terms then expire will be of the same class as the Directors they succeed, unless, by reason of any intervening changes in the authorized number of Directors, the

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Board shall have designated one or more directorships whose term then expires as directorships of another class in order to more nearly achieve equality of number of Directors among the classes.

5. Removal of Directors. Subject to the rights, if any, of holders of Preferred Stock as set forth in any applicable Preferred Stock Designation, Directors of the Corporation may be removed from office only (a) by the Court of Chancery pursuant to Section 225(c) of the DGCL or (b) for cause by the affirmative vote of the holders of at least eighty percent (80%) of the voting power of all then outstanding shares of capital stock of the Corporation generally entitled to vote in the election of Directors, voting together as a single class. Except as Applicable Laws otherwise provide, “cause” for the removal of a Director will be deemed to exist only if the Director whose removal is proposed: (i) has been convicted, or has been granted immunity to testify in any proceeding in which another has been convicted, of a felony by a court of competent jurisdiction and that conviction is no longer subject to direct appeal; (ii) has been found to have been grossly negligent or guilty of misconduct in the performance of his or her duties to the Corporation in any matter of substantial importance to the Corporation by a court of competent jurisdiction; or (iii) has been adjudicated by a court of competent jurisdiction to be mentally incompetent, which mental incompetency directly affects his or her ability to serve as a Director of the Corporation.

6. Vacancies. Subject to the rights, if any, of holders of Preferred Stock as set forth in any Preferred Stock Designation, newly created directorships resulting from any increase in the number of Directors and any vacancies on the Board resulting from death, resignation, removal or other cause will be filled by the affirmative vote of a majority of the Directors remaining in office even if they represent less than a quorum of the Board, or by the sole remaining Director if only one Director remains in office. Any Director elected in accordance with the preceding sentence will hold office for the remainder of the full term of the class of Directors in which the new directorship was created or the vacancy occurred and until that Director’s successor shall have been elected and qualified or until his or her earlier death, resignation or removal. Except as a Preferred Stock Designation may provide otherwise with respect to a Director elected pursuant such Preferred Stock Designation, no decrease in the number of Directors constituting the Board will shorten the term of any incumbent Director.

ARTICLE SEVEN

BYLAWS

The Board shall have the power to adopt, amend, repeal or restate the Bylaws of the Corporation. Any adoption, amendment, repeal or restatement of the Bylaws of the Corporation by the Board shall require the approval of a majority of the Directors then in office. The stockholders shall also have the power to adopt, amend, repeal or restate the Bylaws of the Corporation at any meeting of stockholders before which such matter has been properly brought in accordance with the Bylaws of the Corporation; provided, however, that, except for any amendment, repeal or restatement approved by the majority of the Directors then in office, in addition to any vote of the holders of any class or series of capital stock of the Corporation required by Applicable Laws or by this Certificate of Incorporation, the affirmative vote of the holders of at least eighty percent (80%) of the voting power of all then outstanding shares of the

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capital stock of the Corporation entitled to vote generally in the election of Directors, voting together as a single class, shall be required to adopt, amend, repeal or restate any provision of the Bylaws of the Corporation.

ARTICLE EIGHT

AMENDMENTS OF THIS RESTATED CERTIFICATE

Notwithstanding anything in this Restated Certificate of Incorporation or the Bylaws of the Corporation to the contrary, the affirmative vote of the holders of at least eighty percent (80%) of the voting power of all then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of Directors, voting together as a single class, shall be required to alter, amend repeal or restate any provision of this Restated Certificate of Incorporation; provided, however, that if any such alteration, amendment, repeal or restatement (except any alteration, amendment, repeal or restatement of Article SIX, this Article EIGHT or Article NINE) has been approved by the majority of the Directors then in office, then the affirmative vote of the holders of a majority of the voting power of all then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of Directors, voting together as a single class, will be sufficient to adopt such alteration, amendment, repeal or restatement. Any alteration, amendment, repeal or restatement to Article SIX, this Article EIGHT or Article NINE shall require the affirmative vote of the holders of at least eighty percent (80%) of the voting power of all then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of Directors, voting together as a single class, regardless of whether or not such alteration, amendment, repeal or restatement is approved by the majority of the Directors then in office.

ARTICLE NINE

NO STOCKHOLDER ACTION BY WRITTEN CONSENT

From and after the first date as of which the Corporation has a class or series of capital stock required to be registered under the Exchange Act, and subject to the rights, if any, of holders of Preferred Stock as set forth in a Preferred Stock Designation, any action required or permitted to be taken by the stockholders of the Corporation must be effected at an annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing by those stockholders.

ARTICLE TEN

PERSONAL LIABILITY OF DIRECTORS LIMITED

No Director of the Corporation shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a Director; provided, however, that the foregoing provision will not eliminate or limit the liability of a Director (a) for any breach of that Director’s duty of loyalty to the Corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) pursuant to section 174 of the DGCL, as the same exists or as that provision hereafter may be amended or modified from time to time, or (d) for any transactions from which that Director derived an improper personal benefit. If the DGCL is amended or modified after the

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filing of this Restated Certificate of Incorporation to authorize corporate action further eliminating or limiting the personal liability of Directors, then the liability of a Director, in addition to the limitation on personal liability provided in this Restated Certificate of Incorporation, will be limited to the fullest extent permitted by that law, as so amended or modified. Any repeal or modification of this Article TEN by the stockholders of the Corporation will be prospective only and will not have any effect on the liability or alleged liability of a Director arising out of or related to any event, act or omission that occurred prior to such repeal or modification.

ARTICLE ELEVEN

COMPROMISE OR ARRANGEMENT WITH CREDITORS OR STOCKHOLDERS

Whenever a compromise or arrangement is proposed between the Corporation and its creditors or any class of them or between the Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of the Corporation or of any creditor or stockholder thereof, or on the application of any receiver or receivers appointed for the Corporation pursuant to section 291 of the DGCL, or on the application of trustees in dissolution or of any receiver or receivers appointed for the Corporation pursuant to section 279 of the DGCL, order a meeting of the creditors or class of creditors or of the stockholders or class of stockholders of the Corporation, as the case may be, to be summoned in such manner as such court directs. If the majority in number representing three-fourths in value of the creditors or class of creditors, or of the stockholders or class of stockholders, of the Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of the Corporation as a consequence of that compromise or arrangement, such compromise or arrangement and such reorganization, if sanctioned by the court to which such application has been made, will be binding on all the creditors or class of creditors, or on all the stockholders or class of stockholders, of the Corporation, as the case may be, and also on the Corporation.

ARTICLE TWELVE

JURISDICTION FOR CERTAIN PROCEEDINGS

The Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Director or officer of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation arising pursuant to any provision of the DGCL, this Restated Certificate of Incorporation, any Preferred Stock Designation or the Bylaws of the Corporation, or (iv) any other action asserting a claim against the Corporation or any Director or officer of the Corporation that is governed by or subject to the internal affairs doctrine for choice of law purposes.

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ARTICLE THIRTEEN

CAPTIONS

Captions to Articles and paragraphs are included for convenience of reference only, and do not constitute a part of this Restated Certificate of Incorporation for any other purpose or in any way affect the meaning or construction of any provision of this Restated Certificate of Incorporation.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Corporation has caused this Restated Certificate of Incorporation to be executed this                      day of June, 2011.

MARATHON PETROLEUM CORPORATION
By:
	Name:
	Title:

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EX-3.2

Exhibit 3.2

AMENDED AND RESTATED

BYLAWS

OF

MARATHON PETROLEUM CORPORATION

AMENDED AND RESTATED

BYLAWS OF

MARATHON PETROLEUM CORPORATION

TABLE OF CONTENTS

		Page No.
ARTICLE I STOCKHOLDERS			1
Section 1.1	Annual Meetings		1
Section 1.2	Special Meetings		1
Section 1.3	Notice of Meetings		1
Section 1.4	Fixing Date for Determination of Stockholders of Record		2
Section 1.5	List of Stockholders Entitled to Vote		2
Section 1.6	Adjournments		2
Section 1.7	Quorum		3
Section 1.8	Organization		3
Section 1.9	Voting by Stockholders		3
Section 1.10	Business to be Conducted at Meetings		4
Section 1.11	Proxies		7
Section 1.12	Conduct of Meetings		7
ARTICLE II BOARD OF DIRECTORS			8
Section 2.1	Powers, Number, Qualifications, Classification and Vacancies		8
Section 2.2	Regular Meetings		9
Section 2.3	Special Meetings		10
Section 2.4	Telephonic Meetings		10
Section 2.5	Organization		10
Section 2.6	Order of Business		10
Section 2.7	Notice of Meetings		10
Section 2.8	Quorum; Vote Required for Action		10
Section 2.9	Board Action by Unanimous Written Consent in Lieu of Meeting		11
Section 2.10	Nomination of Directors; Qualifications		11
Section 2.11	Compensation		14
ARTICLE III BOARD COMMITTEES			15
Section 3.1	Board Committees		15
Section 3.2	Board Committee Rules		15
ARTICLE IV OFFICERS			15
Section 4.1	Designation		15
Section 4.2	Chief Executive Officer		15
Section 4.3	Powers and Duties of Other Officers		15

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Section 4.4	Vacancies	16
Section 4.5	Removal	16
Section 4.6	Action with Respect to Securities of Other Corporations	16
ARTICLE V CAPITAL STOCK		16
Section 5.1	Share Certificates/Uncertificated Shares	16
Section 5.2	Transfer of Shares	16
Section 5.3	Ownership of Shares	17
Section 5.4	Regulations Regarding Shares	17
ARTICLE VI INDEMNIFICATION AND ADVANCEMENT OF EXPENSES		17
Section 6.1	Indemnification	17
Section 6.2	Advancement of Expenses	17
Section 6.3	Notice of Proceeding; Request for Indemnification	18
Section 6.4	Determination of Entitlement; No Change of Control	18
Section 6.5	Determination of Entitlement; Change of Control	18
Section 6.6	Presumptions	19
Section 6.7	Independent Counsel Expenses	20
Section 6.8	Adjudication to Enforce Rights	20
Section 6.9	Participation by the Corporation	21
Section 6.10	Nonexclusivity of Rights; Successors in Interest	22
Section 6.11	Insurance; Third-Party Payments; Subrogation	22
Section 6.12	Certain Actions for Which Indemnification Is Not Provided	23
Section 6.13	Definitions	23
Section 6.14	Notices under Article VI	24
Section 6.15	Contractual Nature of Rights; Contribution	24
Section 6.16	Indemnification of Employees, Agents and Fiduciaries	25
ARTICLE VII MISCELLANEOUS		25
Section 7.1	Fiscal Year	25
Section 7.2	Corporate Seal	25
Section 7.3	Self-Interested Transactions	25
Section 7.4	Form of Records	26
Section 7.5	Bylaw Amendments	26
Section 7.6	Notices; Waiver of Notice	26
Section 7.7	Resignations	27
Section 7.8	Books, Reports and Records	27
Section 7.9	Severability	27
Section 7.10	Facsimile Signatures	28
Section 7.11	Construction	28
Section 7.12	Captions	28

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AMENDED AND RESTATED

BYLAWS

OF

MARATHON PETROLEUM CORPORATION

The Board of Directors of Marathon Petroleum Corporation (the “Corporation”) by resolution has duly adopted these Amended and Restated Bylaws (these “Bylaws”) pursuant to Section 109 of the General Corporation Law of the State of Delaware (the “DGCL”).

ARTICLE I

STOCKHOLDERS

Section 1.1 Annual Meetings. The Corporation shall hold an annual meeting (each an “Annual Meeting”) of the holders of its capital stock (each, a “Stockholder”) each calendar year for the election of Directors of the Corporation (each, a “Director”) at such date, time and place as the Board of Directors of the Corporation (the “Board”) by resolution may designate, or if the Board does not designate a date, time and place, the Annual Meeting will be held at 10:00 a.m., Eastern Time, on the last Thursday in April, at the principal executive office of the Corporation. The Corporation may transact any other business, or act on any proposal, at an Annual Meeting which has properly come before that meeting in accordance with Section 1.10.

Section 1.2 Special Meetings. Any of the following may call a special meeting of Stockholders for any purpose or purposes at any time and designate the date, time and place of any such meeting: (i) the Chairman of the Board; (ii) the Chief Executive Officer; or (iii) the Board pursuant to a resolution approved by a majority of the Directors then in office. Except as the Restated Certificate of Incorporation of the Corporation (as amended or amended and restated from time to time and including each certificate of designation, if any, respecting any class or series of preferred stock of the Corporation which has been executed, acknowledged and filed in accordance with the DGCL (the “Certificate of Incorporation”)) or the DGCL or any other applicable law, statute, rule or regulation (collectively, “Applicable Laws”) otherwise require, no other person or persons may call a special meeting of Stockholders.

Section 1.3 Notice of Meetings. By or at the direction of the Chairman of the Board, the Chief Executive Officer or the Secretary of the Corporation (the “Secretary”), whenever Stockholders are to take any action at a meeting, the Corporation will give a notice of that meeting to the Stockholders of record, as of the record date established pursuant to Section 1.4 for determining Stockholders entitled to notice of that meeting, which notice shall state the date, time and place of the meeting, the means of remote communications, if any, by which Stockholders and proxy holders may be deemed to be present in person and vote at the meeting, the record date for determining the Stockholders entitled to vote at the meeting, if such date is different from the record date for determining Stockholders entitled to notice of the meeting, and, in the case of a special meeting, the purpose or purposes for which that meeting is called. Unless the Certificate of Incorporation, these Bylaws, the DGCL or other Applicable Laws otherwise require, the Corporation will give the notice of any meeting of Stockholders not less than 10 nor more than 60 days before the date of that meeting. Notice of any meeting of Stockholders need not be given to any Stockholder (a) if waived by such Stockholder in accordance with Section 7.6 or (b) to whom (i) notice of two consecutive Annual Meetings, and all notices of meetings to

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such person during the period between such two consecutive Annual Meetings, or (ii) all, and at least two, payments (if sent by first-class mail) of dividends or interest on securities during a 12-month period, in either case (i) or (ii) above, have been mailed addressed to such person at such person’s address as shown on the records of the Corporation and have been returned as undeliverable; provided, however, that the exception in Section 1.3(b)(i) shall not be applicable to any notice given by electronic transmission that is returned as undeliverable. Any action or meeting taken or held without notice to such person shall have the same force and effect as if the notice had been duly given. If any person to whom notice need not be given in accordance with Section 1.3(b) delivers to the Corporation a written notice setting forth such person’s then current address, the requirement that notice be given to such person shall be reinstated.

Section 1.4 Fixing Date for Determination of Stockholders of Record. In order that the Corporation may determine the Stockholders entitled to notice of or to vote at any meeting of Stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board by resolution may fix a record date, which record date: (a) must not precede the date on which the Board adopts the resolution; (b) in the case of a determination of Stockholders entitled to vote at any meeting of Stockholders or adjournment thereof, (i) will, unless Applicable Laws otherwise require, not be more than 60 nor less than 10 days before the date of the meeting and (ii) may, unless Applicable Laws otherwise require, be as of a date that is later than the record date established by the Board pursuant to this Section 1.4 to determine the stockholders entitled to notice of that meeting; and (c) in the case of any other action, will not be more than 60 days prior to that other action. If the Board does not fix a record date, (1) the record date for determining Stockholders entitled to notice of or to vote at a meeting of Stockholders will be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived in accordance with Section 7.6, at the close of business on the day next preceding the day on which the meeting is held and (2) the record date for determining Stockholders for any other purpose will be at the close of business on the day on which the Board adopts the resolution relating thereto. A determination of Stockholders of record entitled to notice of or to vote at a meeting of Stockholders will apply to any adjournment of that meeting; provided, however, that the Board by resolution may fix a new record date for purposes of determining Stockholders entitled to notice of or to vote at the adjourned meeting.

Section 1.5 List of Stockholders Entitled to Vote. At least 10 days before each meeting of Stockholders, the Secretary will prepare a list of the Stockholders entitled to vote at that meeting pursuant to the requirements of section 219 of the DGCL as in effect at that time.

Section 1.6 Adjournments. Any meeting of Stockholders, annual or special, may be adjourned from time to time by (a) the Chairman of the Board or other Director or officer presiding over the meeting or (b) by the Stockholders representing a majority of shares of capital stock present in person or represented by proxy at the meeting and entitled to vote on any matter brought before the meeting, whether or not a quorum is present, to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof, and the means of remote communications, if any, by which Stockholders and proxy holders may be deemed to be present and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may

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transact any business it might have transacted at the original meeting. If the adjournment is for more than 30 days or if, after adjournment the Board fixes a new record date for determining Stockholders entitled to notice of or to vote at the adjourned meeting, the Corporation will give notice of the adjourned meeting to each Stockholder of record (as of the applicable record date for determining Stockholders entitled to notice of the adjourned meeting) in accordance with Section 1.3.

Section 1.7 Quorum. Except as the Certificate of Incorporation, these Bylaws, the DGCL or other Applicable Laws otherwise provide: (i) at each meeting of Stockholders the presence in person or by proxy of the holders of shares of stock having a majority of the voting power of all outstanding shares of capital stock of the Corporation entitled to vote at the meeting will be necessary and sufficient to constitute a quorum; and (ii) the holders of capital stock of the Corporation so present and entitled to vote at any duly convened meeting at which the necessary quorum has been ascertained may continue to transact business until that meeting adjourns notwithstanding any withdrawal from that meeting of shares of capital stock counted in determining the existence of that quorum. Any shares held in the street name for which voting instructions have not been received from the beneficial owner and for which the broker does not have discretionary authority to vote (“Broker non-votes”) shall be considered present at the meeting for purposes of the determination of a quorum. In the absence of a quorum, the meeting may be adjourned from time to time in the manner provided in Section 1.6 until a quorum is present either in person or by proxy. Shares of the Corporation’s capital stock held in treasury by the Corporation or by another corporation, limited liability company, partnership or other entity in which the Corporation, directly or indirectly, holds a majority of the shares entitled to vote in the election of Directors (or the equivalent), will be neither entitled to vote nor counted for quorum purposes; provided, however, that the foregoing will not limit the right of the Corporation to vote shares of capital stock, including but not limited to its own capital stock, it holds in a fiduciary capacity.

Section 1.8 Organization. The Chairman of the Board will chair and preside over any meeting of Stockholders at which he or she is present. The Board will designate a Director or an officer of the Corporation to preside over any meeting of Stockholders from which the Chairman of the Board is absent. In the absence of such designation by the Board, the Chief Executive Officer will preside over any such meeting. The Secretary will act as secretary of meetings of Stockholders, but in his or her absence from any such meeting, the Chairman of the Board or other Director or officer presiding over that meeting may appoint any person to act as secretary of that meeting.

Section 1.9 Voting by Stockholders

(a) Voting on Matters Other than the Election of Directors. With respect to any matters as to which no other voting requirement is specified by the Certificate of Incorporation, these Bylaws, the DGCL or other Applicable Laws, or any policy or position statement adopted by the Board that is not inconsistent with any of the foregoing, the affirmative vote required for Stockholder action at a meeting at which a quorum is present shall be that of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the matter (including shares subject to Broker non-votes). In the case of a matter submitted for a vote of the Stockholders as to which a Stockholder approval requirement is applicable under the Stockholder

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approval policy of any stock exchange or quotation system on which the capital stock of the Corporation is traded or quoted, the requirements (to the extent applicable to the Corporation) of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any provision of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), in each case for which no higher voting requirement is specified by the DGCL, the Certificate of Incorporation or these Bylaws, the vote required for approval shall be the requisite vote specified in such Stockholder approval policy, Rule 16b-3 or Internal Revenue Code provision, as the case may be (or the highest such requirement if more than one is applicable). For the approval or ratification of the appointment of independent public accountants (if submitted for a vote of the Stockholders) or the approval of any other matter recommended for approval to the Stockholders by the Board and for which no other voting requirement is specified by the Certificate of Incorporation, these Bylaws, the DGCL or other Applicable Laws or any policy or position statement adopted by the Board that is not inconsistent with any of the foregoing, including with respect to the compensation of executive and any advisory vote regarding executive compensation, the vote required for approval shall be the affirmative vote of a majority of the votes cast “for” or “against” by the Stockholders entitled to vote on the matter at a meeting of Stockholders at which a quorum is present. For purposes of these Bylaws, any shares subject to Broker non-votes and abstentions shall not be considered as votes cast.

(b) Voting in the Election of Directors. Unless otherwise provided in the Certificate of Incorporation, Directors shall be elected by a plurality of the votes cast by Stockholders entitled to vote in the election of Directors at a meeting of Stockholders at which a quorum is present.

Section 1.10 Business to be Conducted at Meetings

(a) Annual Meetings. At an Annual Meeting, only such business shall be conducted, and only such proposals shall be acted upon, as shall have been properly brought before such Annual Meeting. To be properly brought before an Annual Meeting, business or proposals (other than any nomination of Directors, which is governed by Section 2.10) must (i) be specified in the notice relating to the meeting (or any supplement thereto) given by or at the direction of the Board in accordance with Section 1.3 or (ii) be properly brought before the meeting by a Stockholder who (A) is a Stockholder of record at the time of the giving of notice of the proposal in accordance with this Section 1.10 and on the record date for the determination of Stockholders entitled to vote at such Annual Meeting, (B) is entitled to vote at the Annual Meeting and (C) complies with the requirements of this Section 1.10, the DGCL and other Applicable Laws. Notwithstanding anything to the contrary in these Bylaws, only proposals that are proper subjects for Stockholder action may properly be introduced at an Annual Meeting. Clause (ii) of this Section 1.10(a) shall be the exclusive means for a Stockholder to submit business or proposals (other than director nominations, which are governed by Section 2.10) before an Annual Meeting. For a proposal to properly be brought before an Annual Meeting by a Stockholder pursuant to these provisions, in addition to any other applicable requirements, such Stockholder must give timely advance notice thereof in writing to the Secretary. To be timely, such Stockholder’s notice must be delivered to, or mailed and received at, the principal executive offices of the Corporation not later than the close of business on the 90th day and not earlier than the close of business on the 120th day prior to the first anniversary of the date on which the Corporation first mailed proxy materials for the immediately preceding Annual Meeting to

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stockholders; provided, however, that if the scheduled Annual Meeting date differs from the first anniversary date of the immediately preceding Annual Meeting by more than 30 days, notice by such Stockholder, to be timely, must be so delivered or received not later than the close of business on the 90th day prior to the scheduled date of the Annual Meeting or, if less than 100 days’ prior notice or public disclosure of the scheduled meeting date is given or made, not later than the 10th day following the earlier of the date on which the notice of such meeting was mailed to Stockholders or the date on which such public disclosure was made. For purposes of this Section 1.10(a) and Section 2.10(b) with respect to the Annual Meeting next following the end of the year 2011, the first anniversary of the date on which the Corporation first mailed proxy materials for the immediately preceding Annual Meeting shall be deemed to be March 11, 2012. In no event shall any adjournment, postponement or deferral of an Annual Meeting or the announcement thereof commence a new time period for the giving of a Stockholder’s notice as described above.

(b) Form of Stockholder Proposals. Any Stockholder’s notice to the Secretary of business proposed to be brought before an Annual Meeting as contemplated by Section 1.10(a) shall set forth in writing as to each matter such Stockholder proposes to bring before the Annual Meeting: (i) a description of the proposal desired to be brought before the meeting and the reasons for conducting such business at the meeting, together with the text of the proposal or business (including the text of any resolutions proposed for consideration); (ii) as to such Stockholder proposing such business and the beneficial owner, if any, on whose behalf the proposal is made, (A) the name and address of such Stockholder, as it appears on the Corporation’s books, and of such beneficial owner, if any, and the name and address of any other Stockholders known by such Stockholder to be supporting such business or proposal, (B)(1) the class or series and number of shares of capital stock of the Corporation which are, directly or indirectly, owned beneficially and of record by such Stockholder and such beneficial owner, (2) any option, warrant, convertible security, stock appreciation right or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of capital stock of the Corporation or with a value derived in whole or in part from the price, value or volatility of any class or series of shares of capital stock of the Corporation or any derivative or synthetic arrangement having characteristics of a long position in any class or series of shares of capital stock of the Corporation, whether or not such instrument or right shall be subject to settlement in the underlying class or series of capital stock of the Corporation or otherwise (a “Derivative Instrument”) directly or indirectly owned beneficially by such Stockholder and by such beneficial owner and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of capital stock of the Corporation, (3) any proxy, contract, arrangement, understanding or relationship, the effect or intent of which is to increase or decrease the voting power of such Stockholder or beneficial owner with respect to any shares of any security of the Corporation, (4) any pledge by such Stockholder or beneficial owner of any security of the Corporation or any short interest of such Stockholder or beneficial owner in any security of the Corporation (for purposes of this Section 1.10 and Section 2.10, a person shall be deemed to have a short interest in a security if such person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security), (5) any rights to dividends on the shares of capital stock of the Corporation owned beneficially by such Stockholder and by such beneficial owner that are separated or separable from the underlying shares of capital stock of the

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Corporation, (6) any proportionate interest in shares of capital stock of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such Stockholder or beneficial owner is a general partner or, directly or indirectly, beneficially owns an interest in a general partner and (7) any performance-related fees (other than an asset-based fee) that such Stockholder or beneficial owner is entitled to based on any increase or decrease in the value of shares of capital stock of the Corporation or Derivative Instruments, if any, as of the date of such notice, including, without limitation, for purposes of clauses (B)(1) through (B)(7) above, any of the foregoing held by members of such Stockholder’s or beneficial owner’s immediate family sharing the same household or held by any other Stockholders or beneficial owners acting in concert with such Stockholder or beneficial owner (which information shall be supplemented by such Stockholder and beneficial owner, if any, not later than 10 days after the record date for the determination of Stockholders entitled to vote at the meeting, to disclose such ownership as of such record date), and (C) any other information relating to such Stockholder and beneficial owner, if any, that would be required to be disclosed in solicitations of proxies for the proposal, or would otherwise be required, in each case pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; (iii) any material interest of such Stockholder and beneficial owner, if any, in such business or proposal; and (iv) a description of all agreements, arrangements and understandings between such Stockholder and beneficial owner, if any, and any other person or persons (including their names) in connection with such business or proposal by such Stockholder.

(c) Duty to Update Information. A Stockholder providing notice of business proposed to be brought before an Annual Meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 1.10 shall be true and correct as of the record date for the determination of Stockholders entitled to vote at the meeting and as of the date that is 10 business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received at, the principal executive offices of the Corporation not later than five business days after the record date for the determination of Stockholders entitled to vote at the meeting (in the case of the update and supplement required to be made as of such record date), and not later than eight business days prior to the date for the meeting and, if practicable (or, if not practicable, on the first practicable date prior to), any adjournment or postponement thereof (in the case of the update and supplement required to be made as of 10 business days prior to the meeting or any adjournment or postponement thereof). In addition, a Stockholder providing notice of business proposed to be brought before an Annual Meeting shall update and supplement such notice, and deliver such update and supplement to the principal executive offices of the Corporation, promptly following the occurrence of any event that materially changes the information provided or required to be provided in such notice pursuant to this Section 1.10.

(d) Chairman of the Board to Determine Whether Requirements Have Been Met. The Chairman of the Board or, if the Chairman of the Board is not presiding, the Director or officer presiding over the meeting of Stockholders shall determine whether the requirements of this Section 1.10 have been met with respect to any Stockholder proposal. If the Chairman of the Board or the other Director or officer presiding over such meeting determines that any Stockholder proposal was not made in accordance with the terms of this Section 1.10, he or she shall so declare at the meeting and any such proposal shall not be acted upon at the meeting.

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(e) Special Meetings. At a special meeting of Stockholders, only such business shall be conducted, and only such proposals shall be acted upon, as shall have been specified as the purpose of calling the special meeting or otherwise properly brought before such special meeting. To be properly brought before such a special meeting, business or proposals must (i) be specified in the notice relating to the meeting (or any supplement thereto) given by or at the direction of the Board in accordance with Section 1.3 or (ii) constitute matters incident to the conduct of the meeting as the Chairman of the Board or the other Director or officer presiding over such meeting of the meeting shall determine to be appropriate.

(f) Additional Requirements. In addition to the foregoing provisions of this Section 1.10, a Stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder, to the extent such requirements apply to the Corporation, with respect to the matters set forth in this Section 1.10. Nothing in this Section 1.10 shall be deemed to affect any rights of Stockholders to request inclusion of proposals in the Corporation’s proxy statement as required by Rule 14a-8 under the Exchange Act, to the extent such rule applies to the Corporation.

Section 1.11 Proxies. Each Stockholder entitled to vote at a meeting of Stockholders may authorize another person or persons to act for such Stockholder by proxy duly granted and authorized under the DGCL and other Applicable Laws. Proxies for use at any meeting of Stockholders shall be filed with the Secretary, or such other officer as the Board may from time to time determine by resolution to act as secretary of the meeting, before or at the time of the meeting. All proxies shall be received and taken charge of and all ballots shall be received and canvassed by the secretary of the meeting, who shall decide all questions relating to the qualification of voters, the validity of the proxies and the acceptance or rejection of votes, unless a different inspector or inspectors shall have been appointed by the Chairman of the Board or other Director or officer presiding over the meeting, in which event such inspector or inspectors shall decide all such questions.

Section 1.12 Conduct of Meetings. The Board may adopt by resolution such rules and regulations for the conduct of meetings of Stockholders as it deems appropriate. Except to the extent inconsistent with such rules and regulations, if any, the Chairman of the Board or other Director or officer presiding over any meeting of Stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of the Chairman of the Board or other Director or officer presiding over the meeting, are appropriate for the proper conduct of that meeting. Such rules, regulations or procedures whether adopted by the Board or prescribed by the Chairman of the Board or other Director or officer presiding over the meeting may include, without limitation, the following: (a) the establishment of an agenda or order of business for the meeting; (b) the determination of when the polls shall open and close for any given matter to be voted on at the meeting; (c) rules and procedures for maintaining order at the meeting and the safety of those present; (d) limitations on attendance at or participation in the meeting to Stockholders of record, their duly authorized and constituted proxies or such other persons as the Chairman of the Board or other Director or officer presiding over the meeting may determine; (e) restrictions on entry to the meeting after the time fixed for the commencement thereof; (f) limitations on the time allotted to questions or comments by participants; and (g) policies and procedures with respect to the adjournment of

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such meetings. Except to the extent the Board or the Chairman of the Board or other Director or Officer presiding over any meeting otherwise prescribes, no rules of parliamentary procedure will govern any meeting of Stockholders.

ARTICLE II

BOARD OF DIRECTORS

Section 2.1 Powers, Number, Qualifications, Classification and Vacancies

(a) Powers of the Board of Directors. The powers of the Corporation shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed by or under the direction of, the Board. In addition to the authority and powers conferred upon the Board by the DGCL, the Certificate of Incorporation or these Bylaws, the Board is hereby authorized and empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject to the provisions of the DGCL, the Certificate of Incorporation and these Bylaws; provided, however, that no Bylaw of the Corporation hereafter adopted, nor any amendment thereto, shall invalidate any prior act of the Board that would have been valid if such Bylaw or amendment thereto had not been adopted.

(b) Management. The Board shall have the right (which, to the extent exercised, shall be exclusive) to establish the rights, powers, duties, rules and procedures, consistent with the Certificate of Incorporation, these Bylaws and the DGCL, that (i) from time to time shall govern the Board, including, without limiting the generality of the foregoing, the vote required for any action by the Board and (ii) from time to time shall affect the Directors’ power to manage the business and affairs of the Corporation.

(c) Number of Directors. Within the limits specified in the Certificate of Incorporation, and subject to such rights, if any, of holders of shares of one or more outstanding series of preferred stock of the Corporation to elect one or more Directors as provided by the Certificate of Designation for such series of preferred stock, the number of Directors which will constitute the whole Board shall be fixed from time to time exclusively by, and may be increased or decreased from time to time exclusively by, the affirmative vote of a majority of the Directors then in office.

(d) Qualifications. Directors must be natural persons. Directors need not be residents of the State of Delaware or Stockholders. No person shall stand for election or re-election, or be nominated to stand for election or re-election, to the Board if such person has attained or will attain the age of 72 prior to the date of election or re-election; provided, however, that any previously elected Director may be nominated for re-election and may be re-elected to the Board through the date of the Annual Meeting next following the end of the calendar year 2013. Any Director elected or re-elected who attains the age of 72 during a term to which he or she was elected or re-elected shall continue to serve for the expiration of his or her term or until his or her earlier death, resignation or removal. At no time shall more than a minority of the number of Directors necessary to constitute a quorum at a meeting of Directors be persons who are not U.S. citizens. In the event that the number of Directors who are not U.S. citizens exceeds such permitted number, it is expected that one or more Directors (whichever number is required to be removed) who are not U.S. citizens will resign from the Board in reverse order of seniority

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based on such Directors’ length of service on the Board (with the Director who is not a U.S. citizen and has served on the Board the least amount of time resigning first) to reduce the number of Directors who are not U.S. citizens to a number permitted under this Section 2.1(d). Any resulting vacancies on the Board shall be filled in accordance with Section 2.1(f).

(e) Classification and Terms of Directors. As provided in the Certificate of Incorporation, the Directors, other than those, if any, who may be elected by the holders of any series of preferred stock of the Corporation pursuant to the Certificate of Designation for such series of preferred stock, shall be divided into three classes as nearly equal in size as is practicable: Class I, Class II and Class III. Each Director will serve for a three year term expiring on the date of the third Annual Meeting following the Annual Meeting at which that Director was elected; provided, however, that the Directors first designated as Class I Directors will serve for a term expiring on the date of the Annual Meeting next following the end of the calendar year 2011, the Directors first designated as Class II Directors will serve for a term expiring on the date of the Annual Meeting next following the end of the calendar year 2012, and the Directors first designated as Class III Directors will serve for a term expiring on the date of the Annual Meeting next following the end of the calendar year 2013. Each Director will hold office until the Annual Meeting at which that Director’s term expires and, the foregoing notwithstanding, until his or her successor shall have been duly elected and qualified or until his or her earlier death, resignation or removal. Any Director elected by the holders of a series of preferred stock of the Corporation will be elected for the term set forth in the Certificate of Designation for such series of preferred stock. At each annual election, the Directors chosen to succeed those whose terms then expire shall be of the same class as the Directors they succeed unless the Board shall have designated one or more directorships whose term then expires as directorships of another class in order to more nearly achieve equality of number of Directors among the classes.

(f) Vacancies. Unless otherwise provided by or pursuant to the Certificate of Incorporation, newly created directorships resulting from any increase in the number of Directors, and any vacancies on the Board resulting from death, resignation, removal or other cause, will be filled only by the affirmative vote of a majority of the Directors remaining in office, even if they constitute less than a quorum of the Board, or by the sole remaining Director if only one Director remains in office. Any Director elected in accordance with the preceding sentence will hold office for the remainder of the full term of the class of Directors in which the new directorship was created or the vacancy occurred, and until such Director’s successor shall have been duly elected and qualified or until his or her earlier death, resignation or removal. Unless otherwise provided by or pursuant to the Certificate of Incorporation, no decrease in the number of Directors constituting the Board shall shorten the term of any incumbent Director.

Section 2.2 Regular Meetings. The Board will hold its regular meetings at such places within or without the State of Delaware, on such dates and at such times as the Board by resolution may determine from time to time, and any such resolution will constitute due notice to all Directors of the regular meeting or meetings to which it relates. By notice pursuant to Section 2.7, the Chairman of the Board or a majority of the Directors then in office may change the place, date or time of any regular meeting of the Board.

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Section 2.3 Special Meetings. The Board will hold a special meeting at any place within or without the State of Delaware and on any date and at any time such a meeting is called by the Chairman of the Board or by a majority of the Directors then in office by giving notice of such special meeting in accordance with Section 2.7.

Section 2.4 Telephonic Meetings. Members of the Board may hold and participate in any Board meeting by means of conference telephone or other communications equipment that permits all persons participating in the meeting to hear each other, and participation of any Director in a meeting by such means will constitute the presence in person of that Director at such meeting for all purposes of these Bylaws, except in the case of a Director who so participates only for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business at such meeting on the ground that the meeting has not been called or convened in accordance with the Certificate of Incorporation, these Bylaws, the DGCL or other Applicable Laws.

Section 2.5 Organization. The Chairman of the Board will chair and preside over meetings of the Board at which he or she is present. A majority of the Directors present at any meeting of the Board from which the Chairman of the Board is absent will designate one of their number as the chair of that meeting. The Secretary will act as secretary of meetings of the Board, but in his or her absence from any such meeting the chair of that meeting may appoint any person to act as secretary of that meeting.

Section 2.6 Order of Business. The Board will transact business at its meetings in such order as the Chairman of the Board or the Board may determine.

Section 2.7 Notice of Meetings. To call a special meeting of the Board, the Chairman of the Board or a majority of Directors then in office must give a timely notice to all of the Directors then in office of the time and place of, and the general nature of the business to be transacted at, such special meeting. The notice must be in writing or in an electronic transmission and if given by the majority of the Directors then in office, must be executed by each Director calling the meeting. To change the time or place of any regular meeting of the Board, the Chairman of the Board or a majority of the Directors then in office must give a timely notice to each Director of that change. To be timely, any notice required by this Section 2.7 must be delivered to each Director personally or by mail, facsimile, e-mail or other communication at least one day before the meeting to which it relates; provided, however, that notice of any meeting of the Board need not be given to any Director who waives the requirement of that notice in accordance with Section 7.6(b).

Section 2.8 Quorum; Vote Required for Action. At all meetings of the Board, the presence in person of a majority of the Directors then in office will constitute a quorum for the transaction of business, and the participation by a Director in any meeting of the Board will constitute that Director’s presence in person at that meeting unless that Director expressly limits that participation to objecting, at the beginning of the meeting, to the transaction of any business at that meeting on the ground that the meeting has not been called or convened in accordance with the DGCL, other Applicable Laws, the Certificate of Incorporation or these Bylaws. Except in cases in which the Certificate of Incorporation or these Bylaws otherwise provide, the vote of

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a majority of the Directors present at a meeting at which a quorum is present will be the act of the Board.

Section 2.9 Board Action by Unanimous Written Consent in Lieu of Meeting. The Board, without a meeting, prior notice or a vote, may take any action it must or may take at any meeting, if all Directors then in office consent to such action in writing or by electronic transmission, and the written consents or electronic transmissions are filed with the minutes of proceedings of the Board that the Secretary is to keep.

Section 2.10 Nomination of Directors; Qualifications

(a) Director Nominations. Subject to such rights, if any, of holders of shares of one or more outstanding series of preferred stock of the Corporation to elect one or more Directors under circumstances as shall be provided by or pursuant to the Certificate of Incorporation, only persons who are nominated in accordance with the procedures set forth in this Section 2.10 shall be eligible for election as, and to serve as, Directors. Nominations of persons for election to the Board at any Annual Meeting or special meeting of the Stockholders in lieu of an Annual Meeting for which Directors are to be elected may be made only by (i) the Board or at the direction of the Board or (ii) any Stockholder who is a Stockholder of record at the time of the giving of such Stockholder’s notice provided for in this Section 2.10 and on the record date for the determination of Stockholders entitled to vote at such meeting, who is entitled to vote at such meeting in the election of Directors and who complies with the requirements of this Section 2.10. Clause (ii) of this Section 2.10(a) shall be the exclusive means for a Stockholder to make any nomination of a person or persons for election as a Director. Any such nomination by a Stockholder shall be preceded by timely advance notice in writing to the Secretary pursuant to this Section 2.10.

(b) Timeliness of Stockholder Nominations. To be timely with respect to an Annual Meeting, notice of any Stockholder’s nomination must be delivered to, or mailed and received by, the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the 120th day and not later than the close of business on the 90th day prior to the first anniversary of the date on which the Corporation first mailed proxy materials for the immediately preceding Annual Meeting to stockholders; provided, however, that (i) if the scheduled date of the Annual Meeting for which the nomination is to be considered differs from the first anniversary date of the immediately preceding Annual Meeting by more than 30 days, notice by such Stockholder, to be timely, must be so delivered or received not later than the close of business on the 90th day prior to the scheduled date of the Annual Meeting or, if less than 100 days’ prior notice or public disclosure of the scheduled meeting date is given or made, not later than the 10th day following the earlier of the day on which the notice of such meeting was mailed to Stockholders or the day on which such public disclosure was made; and (ii) if the number of Directors to be elected to the Board at such Annual Meeting is increased and there is no prior notice or public disclosure by the Corporation naming all of the nominees for Director or specifying the size of the increased Board at least 100 days prior to such anniversary date, a Stockholder’s notice required by this Section 2.10 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if delivered to the principal executive offices of the Corporation not later than the close of business on the 10th day following the earlier of the day on which the notice of such meeting was mailed to Stockholders

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or the day on which such public disclosure was made. To be timely with respect to a special meeting at which Directors are to be elected, notice of any Stockholder’s nomination must be delivered to, or mailed and received by, the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the 120th day and not later than the close of business on the 90th day prior to the scheduled special meeting date; provided, however, that if less than 100 days’ prior notice or public disclosure of the scheduled meeting date is given or made, notice by such Stockholder, to be timely, must be so delivered or received not later than the close of business on the 10th day following the earlier of the day on which the notice of such meeting was mailed to Stockholders or the day on which such public disclosure was made. In no event shall any adjournment, postponement or deferral of an Annual Meeting or special meeting or the announcement thereof commence a new time period for the giving of a Stockholder’s notice as described above.

(c) Form of Stockholder’s Notice of Nominations. Notice of a Stockholder’s nomination delivered to the Secretary in accordance with this Section 2.10 shall set forth (i) as to each person whom such Stockholder proposes to nominate for election or re-election as a Director, (A) the name, age, country of citizenship, business address and residence address of such person, (B) the principal occupation or employment of such person, (C) any other information relating to such person that would be required to be disclosed in solicitations of proxies for election of Directors in a contested election, or would otherwise be required, in each case pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder (including, without limitation, the written consent of such person to having such person’s name placed in nomination at the meeting and to serve as a Director if elected), and (D) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such Stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is made, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if such Stockholder and such beneficial owner, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant; and (ii) as to such Stockholder giving the notice, the beneficial owner, if any, on whose behalf the nomination is made and the proposed nominee, (A) the name and address of such Stockholder, as they appear on the Corporation’s books, and of such beneficial owner, if any, and the name and address of any other Stockholders known by such Stockholder to be supporting such nomination, (B)(1) the class or series and number of shares of capital stock of the Corporation which are, directly or indirectly, owned beneficially and of record by such Stockholder, such beneficial owner and such nominee, (2) any Derivative Instrument directly or indirectly owned beneficially by such Stockholder, such beneficial owner and such nominee and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of capital stock of the Corporation, (3) any proxy, contract, arrangement, understanding or relationship the effect or intent of which is to increase or decrease the voting power of such Stockholder, beneficial owner or nominee with respect to any shares of any security of the Corporation, (4) any pledge by such Stockholder, beneficial owner or nominee of any security of the Corporation or any short interest of such Stockholder, beneficial owner or nominee in any

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security of the Corporation, (5) any rights to dividends on the shares of capital stock of the Corporation owned beneficially by such Stockholder, beneficial owner and nominee that are separated or separable from the underlying shares of capital stock of the Corporation, (6) any proportionate interest in shares of capital stock of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such Stockholder, beneficial owner or nominee is a general partner or, directly or indirectly, beneficially owns an interest in a general partner and (7) any performance-related fees (other than an asset-based fee) that such Stockholder, beneficial owner or nominee is entitled to based on any increase or decrease in the value of shares of capital stock of the Corporation or Derivative Instruments, if any, as of the date of such notice, including, without limitation, for purposes of clauses (B)(1) through (B)(7) above, any of the foregoing held by members of such Stockholder’s, beneficial owner’s or nominee’s immediate family sharing the same household or held by any other Stockholders or beneficial owners with whom such Stockholder, beneficial owner or nominee is acting in concert (which information shall be supplemented by such Stockholder, beneficial owner, if any, and nominee not later than 10 days after the record date for the determination of Stockholders entitled to vote at the meeting to disclose such ownership as of such record date), and (C) any other information relating to such Stockholder, beneficial owner, if any, and nominee that would be required to be disclosed in solicitations of proxies for election of Directors in a contested election, or would otherwise be required, in each case pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Any such Stockholder’s notice to the Secretary shall also include or be accompanied by, with respect to each nominee for election or reelection to the Board, a completed and signed questionnaire, representation and agreement required by Section 2.10(e). The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent Director or that could be material to a reasonable Stockholder’s understanding of the independence, or lack thereof, of such nominee.

(d) Duty to Update Information. A Stockholder providing notice of any nomination proposed to be made at a meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to Section 2.10(c) shall be true and correct as of the record date for the determination of Stockholders entitled to vote at the meeting and as of the date that is 10 business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received at, the principal executive offices of the Corporation not later than five business days after the record date for the determination of Stockholders entitled to vote at the meeting (in the case of the update and supplement required to be made as of such record date), and not later than eight business days prior to the date for the meeting and, if practicable (or, if not practicable, on the first practicable date prior to), any adjournment or postponement thereof (in the case of the update and supplement required to be made as of 10 business days prior to the meeting or any adjournment or postponement thereof). In addition, following the occurrence of any event that materially changes the information provided or required to be provided in such notice pursuant to this Section 2.10, a Stockholder that has provided notice of any nomination proposed to be made at a meeting, within 10 days after such event and in any event prior to that meeting, shall deliver an updated and supplemented notice to the Secretary.

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(e) Nominee Requirements. To be eligible to be a nominee for election or reelection as a Director, a person must meet all of the qualifications to serve as a Director as set forth in these Bylaws, the DGCL or other Applicable Laws and deliver (in accordance with the time periods prescribed for delivery of notice under Section 2.10(b)) to the Secretary at the principal executive offices of the Corporation a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be in the form provided by the Secretary upon written request) and a written representation and agreement (in the form provided by the Secretary upon written request) that such person (A) is not and will not become a party to (1) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a Director, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or (2) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a Director, with such person’s fiduciary duties under the DGCL or other Applicable Laws, (B) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a Director that has not been disclosed therein, and (C) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a Director, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation.

(f) Chairman of the Board to Determine Whether Requirements and Qualifications Have Been Met. The Chairman of the Board or, if he or she is not presiding, the Director or officer presiding over the meeting of Stockholders shall determine whether or not any person nominated to serve as a Director meets the qualifications set forth in these Bylaws, the DGCL or other Applicable Laws and whether or not the requirements of this Section 2.10 have been met with respect to any nomination or purported nomination. If the Chairman of the Board or the other Director or officer presiding over such meeting determines that any purported nomination was not made in accordance with the requirements of this Section 2.10, or that the person so nominated is not qualified to serve as a Director, the Chairman of the Board or such presiding Director or officer shall so declare at the meeting and the defective nomination shall be disregarded.

Section 2.11 Compensation. Unless otherwise restricted by the DGCL or other Applicable Laws, the Board shall have the authority to fix the compensation of the Directors. The Directors may be paid their expenses, if any, of attendance at each meeting of the Board and may be paid a fixed sum for attendance at each meeting of the Board or a stated salary or other compensation as a Director. No such payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing Board Committees may also be paid their expenses, if any, and an additional sum, salary or other compensation for attending Board Committee meetings.

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ARTICLE III

BOARD COMMITTEES

Section 3.1 Board Committees. The Board may designate one or more Board Committees consisting of one or more of the Directors. The Board may designate one or more Directors as alternate members of any Board Committee, who may replace any absent or disqualified member at any meeting of that Committee. The Board may change the membership of any Board Committee and fill vacancies on any such Committee at any time. A majority of the members of any Board Committee will constitute a quorum for the transaction of business by that Committee unless the Board requires a greater number for that purpose. The Board may elect a chair of any Board Committee. Except as otherwise set forth in these Bylaws, the election or appointment of any Director to a Board Committee will not create any contract rights for such Director, and the Board’s removal of any member of any Board Committee will not prejudice any contract rights that such Director otherwise may have. Subject to the DGCL or other Applicable Laws, each Board Committee the Board may designate pursuant to this Section 3.1 will have and may exercise all the powers and authorities of the Board to the extent the Board so provides. Each Board Committee may appoint such subcommittees as it may deem necessary, advisable or appropriate.

Section 3.2 Board Committee Rules. Unless the Board otherwise provides, each Board Committee may make, alter and repeal rules for the conduct of its business. In the absence of those rules, each Board Committee will conduct its business in the same manner as the Board conducts its business pursuant to ARTICLE II or any rules and procedures adopted by the Board in accordance with Section 2.1(b).

ARTICLE IV

OFFICERS

Section 4.1 Designation. The officers of the Corporation will consist of a Chief Executive Officer, President, Secretary, Treasurer and such senior or other Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers as the Board may elect or appoint from time to time. Any number of offices of the Corporation may be held by the same person. The Board shall also elect or appoint from among the Directors a person to act as Chairman of the Board who shall not be deemed to be an officer of the Corporation unless he or she has otherwise been elected or appointed as such. The Chairman of the Board must be a U.S. citizen.

Section 4.2 Chief Executive Officer. The Chief Executive Officer will, subject to the control of the Board: (i) have general supervision and control of the affairs, business, operations and properties of the Corporation; (ii) see that all orders and resolutions of the Board are carried into effect; and (iii) have the power to appoint and remove all subordinate officers, employees and agents of the Corporation, except for those the Board elects or appoints. The Chief Executive Officer also will perform such other duties and may exercise such other powers as generally pertain to his or her office or these Bylaws or the Board by resolution assigns to him or her from time to time. The Chief Executive Officer must be a U.S. citizen.

Section 4.3 Powers and Duties of Other Officers. The other officers of the Corporation will have such powers and duties in the management of the Corporation as the

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Board by resolution may prescribe and, except to the extent so prescribed, as generally pertain to their respective offices, subject to the control of the Board. The Board may require any officer, agent or employee to give security for the faithful performance of his or her duties.

Section 4.4 Vacancies. Whenever vacancies occur in any office by death, resignation, increase in the number of officers of the Corporation or otherwise, the same shall be filled by the Board or the Chief Executive Officer, and the officer so elected shall hold office until such officer’s successor is elected or appointed or until his or her earlier death, resignation or removal.

Section 4.5 Removal. Any officer or agent elected or appointed by the Board or the Chief Executive Officer may be removed by the Board whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract, common law and statutory rights, if any, of the person so removed. Except as otherwise provided in these Bylaws, no election or appointment of an officer or agent, or service of such officer or agent in such capacity, in and of itself, will create contract rights.

Section 4.6 Action with Respect to Securities of Other Corporations. Unless otherwise directed by the Board, the Chairman of the Board, the Chief Executive Officer, the President, any Vice President and the Treasurer of the Corporation shall each have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of security holders of or with respect to any action of security holders of any other corporation in which the Corporation may hold securities and otherwise to exercise any and all rights and powers which the Corporation may possess by reason of its ownership of securities in such other corporation.

ARTICLE V

CAPITAL STOCK

Section 5.1 Share Certificates/Uncertificated Shares. Shares of capital stock of the Corporation will be uncertificated and shall not be represented by certificates except as to the extent required by Applicable Laws or as may otherwise be authorized by the Secretary of the Corporation. Ownership of all uncertificated shares shall be evidenced by book entry notation on the books of the Corporation. Any shares of capital stock represented by a certificate shall be issued in such form as approved by the Board. No certificate representing shares, if any, will be valid unless it is signed by or in the name of the Corporation in accordance with the DGCL. Any certificates issued by the Corporation for any class of capital stock shall be consecutively numbered. The name of the person owning the shares represented thereby, with the class and number of such shares and the date of issue shall be entered in the books and records of the Corporation.

Section 5.2 Transfer of Shares. The Corporation may act as its own transfer agent and registrar for shares of its capital stock or use the services of one or more transfer agents and registrars as the Board by resolution may appoint from time to time. Transfers of uncertificated shares shall be made on the books of the Corporation upon receipt of proper transfer instructions from the registered holder or from such holder’s attorney upon presentment of a power of attorney or other proper evidence of succession, assignment or authority to transfer in accordance with customary procedures for transferring shares in uncertificated form. Transfers of shares, if any, represented by certificates will be made on the books of the Corporation only upon receipt

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by the Corporation of the certificate or certificates representing such shares properly endorsed for transfer or accompanied by appropriate stock transfer powers. No transfer of shares shall be valid until such transfer has been made upon the books of the Corporation.

Section 5.3 Ownership of Shares. Unless otherwise required by the DGCL or other Applicable Laws, the Corporation may regard the person in whose name any shares issued by the Corporation are registered in the stock transfer records of the Corporation at any particular time (including, without limitation, as of a record date fixed pursuant to Section 1.4 as the owner of such shares at that time for all purposes including but not limited to voting, receiving distributions thereon or notices in respect of, transferring, exercising rights of dissent with respect to, entering into agreements with respect to, or giving proxies with respect to such shares; and neither the Corporation nor any of its officers, Directors, employees or agents shall be liable for regarding that person as the owner of such shares at that time for any of those purposes.

Section 5.4 Regulations Regarding Shares. The Board will have the power and authority to make all such additional rules and regulations, or authorize the Corporation’s transfer agent or registrar to make such additional rules and regulations, as the Board or the transfer agent or registrar, as the case may be, may deem expedient or desirable concerning the issue, transfer and registration of shares of capital stock of the Corporation.

ARTICLE VI

INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

Section 6.1 Indemnification. The Corporation shall, to the fullest extent permitted by the DGCL and other Applicable Laws in effect on the effective date of these Bylaws, and to such greater extent as the DGCL or other Applicable Laws may thereafter permit, indemnify and hold each Indemnitee (as this and all other capitalized words used in this ARTICLE VI and not previously defined in these Bylaws are defined in Section 6.13) harmless from and against any and all Losses and any and all reasonable Expenses incurred by such Indemnitee in connection with any Proceeding in which such Indemnitee is made or threatened to be made a party, or is made or threatened to be made a witness, by reason of the fact that such Indemnitee is or was a Director or officer of the Corporation or is or was serving in another Corporate Capacity at the request of the Corporation.

Section 6.2 Advancement of Expenses. In the event of any threatened or pending Proceeding that may give rise to a right of indemnification to an Indemnitee under this ARTICLE VI, following a written request to the Corporation by such Indemnitee pursuant to Section 6.3, the Corporation shall promptly pay to the Indemnitee, or pay directly to the third party or parties to whom such Expenses are payable, amounts to cover all reasonable Expenses incurred by such Indemnitee in such Proceeding in advance of its final disposition upon the receipt by the Corporation of (a) a written undertaking executed by or on behalf of such Indemnitee providing that the Indemnitee will repay the advances if it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Corporation as provided in this ARTICLE VI or otherwise under the DGCL or other Applicable Laws and (b) reasonably satisfactory evidence as to the amount and nature of such Expenses incurred.

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Section 6.3 Notice of Proceeding; Request for Indemnification. Promptly upon receipt by an Indemnitee of notice of the commencement of, or a threat to commence, any Proceeding for which such Indemnitee anticipates or contemplates making a claim for indemnification or advancement of Expenses pursuant to this ARTICLE VI, the Indemnitee shall notify the Corporation of the commencement or threat of commencement of such Proceeding; provided, however, that any delay in so notifying the Corporation shall not constitute a waiver or release by the Indemnitee of his or her rights hereunder and that any omission by the Indemnitee to so notify the Corporation shall not relieve the Corporation from any liability that it may have to the Indemnitee otherwise than under this ARTICLE VI unless and only to the extent that the Corporation can demonstrate that it was materially prejudiced by such delay or omission. The Indemnitee, along with the notice of commencement of, or threat to commence, such Proceeding, shall submit to the Secretary a written claim for indemnification and advancement of Expenses. Such written claim shall contain sufficient information to reasonably inform the Corporation about the nature of the Proceeding and the extent of the indemnification and advancement of Expenses sought by the Indemnitee. The Secretary shall promptly advise the Board of such claim.

Section 6.4 Determination of Entitlement; No Change of Control. If there has been no Change of Control on or before the date of the determination of an Indemnitee’s entitlement to indemnification pursuant to this ARTICLE VI, such determination shall be made in accordance with Section 145(d) of the DGCL. If the determination is to be made by an Independent Counsel, the Corporation shall furnish notice to the Indemnitee, within 10 days after receipt of the Indemnitee’s claim for indemnification, specifying the identity and address of the selected Independent Counsel. The Indemnitee may, within 14 days after receipt of such written notice, deliver to the Corporation a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of an Independent Counsel (as set forth in Section 6.13) and the objection shall set forth with particularity the factual basis for such assertion. If the Indemnitee so objects to the selection of an Independent Counsel, the Corporation may petition the Court for a determination that the Indemnitee’s objection is without a reasonable basis, and the Indemnitee may petition the Court for the appointment of an Independent Counsel selected by the Court. No Independent Counsel may serve if a timely objection has been made to his or her selection until a court has determined that such objection is without a reasonable basis.

Section 6.5 Determination of Entitlement; Change of Control. If there has been a Change of Control on or before the date of the determination of an Indemnitee’s entitlement to indemnification pursuant to this ARTICLE VI, such determination shall be made in a written opinion by an Independent Counsel selected by the Indemnitee. The Indemnitee shall give the Corporation written notice advising of the identity and address of the Independent Counsel so selected. The Corporation may, within 14 days after receipt of such written notice of selection, deliver to the Indemnitee a written objection to such selection. The Indemnitee, within 14 days after the receipt of such objection from the Corporation, may submit the name of another Independent Counsel and the Corporation, within seven days after receipt of such written notice, may deliver to the Indemnitee a written objection to the Indemnitee’s second selection. Any objections referred to in this Section 6.5 may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of an Independent Counsel (as set forth in Section 6.13) and such objection shall set forth with particularity the factual basis for such

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assertion. The Indemnitee may petition the Court for a determination that the Corporation’s objection to the first or second selection of an Independent Counsel is without a reasonable basis or for the appointment of an Independent Counsel selected by the Court. No Independent Counsel may serve if a timely objection has been made to his or her selection until a court has determined that such objection is without a reasonable basis. Upon the final selection of an Independent Counsel in accordance with this Section 6.5, the disinterested members of the Board shall direct the Independent Counsel to make a determination of the Indemnitee’s entitlement to indemnification in a written opinion as permitted under Section 145(d) of the DGCL.

Section 6.6 Presumptions. In any determination or adjudication of an Indemnitee’s right to receive indemnification or advancement of Expenses pursuant to this ARTICLE VI:

(a) Standard of Conduct Presumed to Have Been Satisfied. Any Indemnitee shall be presumed to have satisfied the applicable standard of conduct under the DGCL or other Applicable Laws to entitle him or her to indemnification in accordance with Section 6.1, and the Corporation shall have the burden of proof to overcome the presumption by clear and convincing evidence.

(b) No Effect of Adverse Resolution of Proceeding. The termination of any Proceeding, or of any Matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, in and of itself, shall not adversely affect the right of an Indemnitee to indemnification or create a presumption that the Indemnitee did not satisfy the applicable standard of conduct under the DGCL or other Applicable Laws to entitle him or her to indemnification.

(c) Employee Plans. A person who acted in good faith and in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan of the Corporation shall be deemed to have acted in good faith and in a manner not opposed to the best interests of the Corporation.

(d) Reliance on Books and Records; Opinions, Reports. A person shall be deemed to have acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal Proceeding, to have had no reasonable cause to believe his or her conduct was unlawful, if his or her action was taken in reliance upon (i) the records or books of account or other records of the Corporation or another entity for which such person is or was serving in a Corporate Capacity at the request of the Corporation, (ii) information, opinions, reports or statements presented to him or her or to the Corporation or another entity for which such person is or was serving in a Corporate Capacity at the request of the Corporation by any of the Corporation’s or such other entity’s officers, employees or Directors, or Board Committees, or by any other person as to matters that the person relying on such information reasonably believes are in such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation or such other entity or (iii) on information or records given or reports made to the Corporation, or to another entity for which such person is or was serving in a Corporate Capacity at the request of the Corporation, by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by or on behalf of the Corporation or such other entity. The provisions of this paragraph shall not be deemed to be exclusive or to limit in

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any way the circumstances in which an Indemnitee may be deemed to have met the applicable standards of conduct for determining entitlement to rights under this ARTICLE VI.

(e) Expenses Presumed Reasonable. An Indemnitee will have the burden of showing that the Indemnitee actually incurred any Expenses for which the Indemnitee requests indemnification or advancement pursuant to Section 6.1 or Section 6.2. If the Corporation has made any advance payments in respect of any Expenses incurred by the Indemnitee without objecting in writing to the Indemnitee at the time of the advance to the reasonableness thereof, the incurrence of that Expense by the Indemnitee will be deemed for all purposes hereunder to have been reasonable. In the case of any Expense as to which such an objection has been made, or any Expenses for which no advance has been made, the incurrence of that Expense will be presumed to have been reasonable, and the Corporation will have the burden of proof to overcome that presumption.

(f) No Knowledge Imputed to Indemnitee. Neither the knowledge nor the conduct of any other Director, officer, employee, agent, manager, member, representative, administrator or other official of the Corporation, or any other entity for which an Indemnitee is or was serving at the request of the Corporation, shall be imputed to the Indemnitee.

(g) Presumed to be Serving at the Request of the Corporation. A person serving in a Corporate Capacity with a direct or indirect subsidiary of the Corporation or another entity in the course of carrying out his or her duties to the Corporation or any direct or indirect subsidiary of the Corporation will, absent evidence to the contrary, be deemed to be serving in such Corporate Capacity at the request of the Corporation regardless of whether or not such request was made in writing.

Section 6.7 Independent Counsel Expenses. The Corporation shall pay any and all reasonable fees and expenses of an Independent Counsel selected or appointed pursuant to this ARTICLE VI and in any Proceeding brought pursuant to Section 6.8 to which such Independent Counsel is a party or witness in respect of its investigation and written report. The Corporation shall also pay all reasonable fees and expenses incident to the procedures in which such Independent Counsel was selected or appointed, including all reasonable fees and expenses incident to a Court petition to select or appoint an Independent Counsel.

Section 6.8 Adjudication to Enforce Rights. In the event that (a) a determination is made pursuant to Section 6.4 or Section 6.5 that an Indemnitee is not entitled to indemnification under this ARTICLE VI; (b) advancement of Expenses is not timely made pursuant to Section 6.2; (c) a determination to be made pursuant to Section 6.4 (unless such determination is to be made by Independent Counsel) is not made and furnished to Indemnitee in writing within 60 days after the date of the Indemnitee’s claim for indemnification delivered pursuant to Section 6.3; (d) an Independent Counsel has not made and delivered a written opinion determining the claim for indemnification (i) within 90 days after being appointed by the Court, (ii) within 90 days after objections to his or her selection have been overruled by the Court or (iii) within 90 days after the time for the Corporation or Indemnitee to object to such Independent Counsel’s selection has expired; or (e) payment of indemnification is not made within five days after a determination in favor of the Indemnitee has been made pursuant to Section 6.4 or Section 6.5, the Indemnitee may petition the Court to enforce his or her rights to indemnification and/or

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advancement of Expenses pursuant to this ARTICLE VI. In the event that a determination shall have been made that the Indemnitee is not entitled to indemnification, any adjudication commenced pursuant to this Section 6.8 shall be conducted in all respects as a de novo trial on the merits and the Indemnitee shall not be prejudiced by reason of that adverse determination. If a determination shall have been made or is deemed to have been made pursuant to Section 6.4 or Section 6.5 that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in any Proceeding commenced pursuant to this Section 6.8, or otherwise, unless the Indemnitee knowingly misrepresented a material fact in connection with the claim for indemnification, or such indemnification is prohibited by Applicable Laws. In the event of any determination pursuant to Section 6.4 or Section 6.5 that is adverse to the Indemnitee, the Indemnitee must commence Proceedings under this Section 6.8 within one year following notice of such determination to the Indemnitee or be bound by such determination for all purposes under this ARTICLE VI. The Corporation shall be precluded from asserting in any Proceeding commenced pursuant to this Section 6.8 that the procedures and presumptions of this ARTICLE VI are not valid, binding and enforceable. If an Indemnitee prevails in any Proceeding brought pursuant to this Section 6.8, then the Indemnitee shall be entitled to recover from the Corporation, and shall be indemnified by the Corporation against, any and all Expenses actually and reasonably incurred by him or her in such Proceeding. If it shall be determined in such Proceeding that Indemnitee is entitled to receive part but not all of the indemnification or advancement of Expenses sought, then the Expenses incurred by Indemnitee in connection with such Proceeding shall be prorated between the Indemnitee and the Corporation based upon the percentage that the amount of indemnification and Expenses awarded to the Indemnitee in such Proceeding bears to the total amount of indemnification and Expenses sought by the Indemnitee in such Proceeding.

Section 6.9 Participation by the Corporation. With respect to any Proceeding (or any Matter therein) to which the Corporation is not a party: (a) the Corporation will be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that, and for so long as, the Corporation has agreed in writing that an Indemnitee is entitled to full indemnification for a Proceeding or any Matter therein, the Corporation (jointly with any other indemnifying party similarly notified) will be entitled to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; and (c) the Corporation shall not be liable to indemnify the Indemnitee under this ARTICLE VI for any amounts paid in settlement of any action or claim effected without its prior written consent, which consent shall not be unreasonably withheld. After receipt of notice from the Corporation to the Indemnitee of the Corporation’s election to assume the defense of a Proceeding (or any Matter therein) pursuant to this Section 6.9, the Corporation will not be liable to the Indemnitee under this ARTICLE VI for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof except as otherwise provided below. The Indemnitee shall have the right to employ his or her own counsel in such Proceeding, but the fees and expenses of such counsel incurred after the Corporation has assumed the defense thereof shall be at the expense of the Indemnitee unless the employment of separate counsel by Indemnitee has been authorized by the Corporation. Notwithstanding the foregoing, the Corporation shall have no right to assume the defense of any Proceeding or any Matter therein if (x) the Indemnitee reasonably concludes that there is a conflict of interest between the Corporation and the Indemnitee in the conduct of the defense of such Proceeding or Matter; (y) the Corporation does not employ counsel or otherwise fails to diligently defend such Proceeding or Matter; or (z) the Proceeding involves allegations of

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criminal violations against the Indemnitee, and the fees and expenses of counsel employed by Indemnitee shall be subject to advancement and indemnification (and all limitations thereto) pursuant to the terms of this ARTICLE VI. The Corporation shall not settle any Proceeding or any Matter therein in any manner that would impose any restrictions or unindemnified Losses on the Indemnitee without Indemnitee’s prior written consent, which consent shall not be unreasonably withheld.

Section 6.10 Nonexclusivity of Rights; Successors in Interest

(a) Nonexclusivity. The rights of indemnification and advancement of Expenses as provided by this ARTICLE VI shall not be deemed exclusive of any other rights to which an Indemnitee may at any time be entitled under the DGCL or other Applicable Laws, the Certificate of Incorporation, these Bylaws, any agreement, a vote of Stockholders or a resolution of Directors, or otherwise. No amendment, alteration or repeal of this ARTICLE VI or any provision of these Bylaws shall be effective as to any Indemnitee for acts, events and circumstances that occurred, in whole or in part, before such amendment, alteration or repeal was adopted. The provisions of this ARTICLE VI shall be deemed to preclude the indemnification of any person who is not specified in this ARTICLE VI as having the right to receive indemnification.

(b) Successors in Interest. The provisions of this ARTICLE VI shall inure to the benefit of any Indemnitee and his or her heirs, executors, administrators or personal representatives and be binding upon, and enforceable against, the Corporation and its successors and assigns, including (a) any resulting or surviving entity or entities of any consolidation or merger in which the Corporation is a constituent entity and ceases to exist as a separate entity; and (b) any successor of all or substantially all of the assets and properties of the Corporation (in which event, the Corporation shall cause any such successor of the Corporation’s assets and properties to agree to assume the obligations of the Corporation under this ARTICLE VI).

Section 6.11 Insurance; Third Party Payments; Subrogation. The Corporation may maintain insurance, at its expense, to protect itself and any Director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any Losses or Expenses, whether or not the Corporation would have the power to indemnify such person against such Losses or Expenses under the DGCL or other Applicable Laws. The Corporation shall not be liable under this ARTICLE VI to make any payment of amounts otherwise payable hereunder if, but only to the extent that, an Indemnitee has previously actually received such payment of such amounts from a third party under any insurance policy, contract, agreement or other arrangement. Without limiting the effect of the foregoing, in the event that any Indemnitee is entitled to indemnification or advancement of Expenses for the same Losses or Expenses from both the Corporation under this ARTICLE VI or otherwise and another entity (other than a wholly-owned subsidiary of the Corporation, whether owned directly by the Corporation or indirectly through other subsidiaries) as a result of such Indemnitee serving in a Corporate Capacity for such other entity, then, as between the Corporation and such other entity, the Corporation’s obligations to provide indemnification or advancement of Expenses will be secondary to the obligations of such other entity, and the Corporation will only be obligated to pay such indemnification or advancement of Expenses upon the denial of any claim for such indemnification or advancement of Expenses by such other entity. In the event of any payment hereunder, the Corporation shall be subrogated to the extent of such payment to all

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the rights of recovery of an Indemnitee, who shall execute all documents or other instruments and take all other actions, at the Corporation’s expense, as are reasonably requested by the Corporation and necessary to secure such rights, including the execution of any documents necessary to enable the Corporation to bring a Proceeding to enforce such rights.

Section 6.12 Certain Actions for Which Indemnification Is Not Provided. Notwithstanding any other provision of this ARTICLE VI, no person shall be entitled to indemnification or advancement of Expenses under this ARTICLE VI with respect to (a) any Proceeding or any Matter therein initiated by such person or any counter-claim or third-party claim made or threatened in response to a Proceeding initiated by such person except for (i) any Proceeding authorized by the Corporation or (ii) any Proceeding brought by an Indemnitee pursuant to Section 6.8 or otherwise to enforce his or her rights under this ARTICLE VI, or (b) any claim made against an Indemnitee for an accounting of profits, under Section 16(b) of the Exchange Act or any similar provision of the DGCL or other Applicable Laws, from the purchase and sale, or sale and purchase, by the Indemnitee of securities of the Corporation.

Section 6.13 Definitions. For purposes of this ARTICLE VI:

“Change of Control” means a change in control of the Corporation after the date Indemnitee acquired his or her Corporate Capacity, which shall be deemed to have occurred in any one of the following circumstances occurring after such date: (i) there shall have occurred an event that is or would be required to be reported with respect to the Corporation in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule or form) promulgated under the Exchange Act, if the Corporation is or were subject to such reporting requirement; (ii) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) shall have become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 40% or more of the combined voting power of the Corporation’s then outstanding voting securities without prior approval of at least two-thirds of the members of the Board in office immediately prior to such person’s attaining such percentage interest; (iii) the Corporation is a party to a merger, consolidation, sale of assets or other reorganization, or a proxy contest, as a consequence of which members of the Board in office immediately prior to such transaction or event constitute less than a majority of the Directors then in office thereafter; (iv) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board (including, for this purpose, any new Director whose election or nomination for election by the Stockholders was approved by a vote of at least two-thirds of the Directors then still in office who were Directors at the beginning of such period) cease for any reason to constitute a majority of the Directors then in office; or (v) approval by the stockholders of the Corporation of a complete liquidation or dissolution of the Corporation, other than a liquidation or dissolution in connection with a transaction to which clause (iii) above applies.

“Corporate Capacity” describes the status of an individual as (i) a Director or officer of the Corporation, or (ii) a director, officer, manager, partner, member, member representative, trustee or other duly appointed official of any other corporation, partnership, limited liability company, association, joint venture, trust, employee benefit plan or other enterprise or entity.

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“Court” means the Court of Chancery of the State of Delaware or any other court of competent jurisdiction.

“Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, expert fees, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, or being or preparing to be a witness in a Proceeding.

“Indemnitee” means any person who is or is threatened to be made a party or witness in any Proceeding by reason of serving as a Director or officer of the Corporation or in another Corporate Capacity at the request of the Corporation.

“Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporate law and neither presently is, nor in the five years previous to his, her or its selection or appointment has been, retained to represent: (i) the Corporation or the applicable Indemnitee in any matter material to either such party or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder.

“Losses” means losses, judgments, fines, penalties, damages, amounts paid in settlement and other actual out of pocket losses.

“Matter” means a claim, a material issue or a substantial request for relief.

“Proceeding” means any action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or other proceeding, whether civil, criminal, administrative or investigative.

Section 6.14 Notices under Article VI. Any communication required or permitted to be given to the Corporation under this ARTICLE VI shall be addressed to the Secretary at the Corporation’s principal office and any such communication to an Indemnitee shall be addressed to the Indemnitee’s address as shown on the Corporation’s records unless he or she specifies otherwise and shall be personally delivered, delivered by U.S. Mail, or delivered by commercial express overnight delivery service, or by facsimile, electronic mail or other means of electronic transmission consented to by the intended recipient. Any such notice shall be effective upon receipt.

Section 6.15 Contractual Nature of Rights; Contribution

(a) Contractual Nature of Rights. The rights to indemnification and advancement of Expenses provided in this ARTICLE VI shall be considered the equivalent of a contract right that vests upon the occurrence or alleged occurrence of any act or omission that forms the basis for or is related to the Proceeding for which indemnification or advancement of Expenses is sought by an Indemnitee, to the same extent as if the provisions of this ARTICLE VI were set forth in a separate, written contract between such Indemnitee and the Corporation. Such rights shall survive the termination of any Indemnitee’s service, whether by resignation, removal or otherwise, and will continue to be effective with respect to actions taken or events occurring, in

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whole or in part, during the term of such Indemnitee’s office regardless of when any Proceeding giving rise to an Indemnitee’s rights under this ARTICLE VI are commenced. No repeal, amendment or modification to this ARTICLE VI, or any provisions of these Bylaws, will limit, restrict or otherwise adversely affect the rights of any Indemnitee with respect to any actions taken or events occurring, in whole or part, prior to the date of such repeal, amendment or modification regardless of when any Proceeding giving rise to an Indemnitee’s rights under this ARTICLE VI are commenced.

(b) Contribution. If it is established that any Indemnitee has the right to be indemnified under Section 6.1 or is entitled to advancement of Expenses under Section 6.2 in respect of any Proceeding, or Matter therein, but that right is unenforceable by reason of any Applicable Laws or public policy, then, to the fullest extent permitted by Law, the Corporation, in lieu of indemnifying the Indemnitee in accordance with Section 6.1, will contribute or cause to be contributed an amount to the Indemnitee to offset the Losses the Indemnitee has incurred, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement or for Expenses reasonably incurred, in connection with such Proceeding or Matter, as is deemed fair and reasonable in light of all the circumstances of the Proceeding or Matter in order to reflect: (i) the relative benefits that the Indemnitee and the Corporation have received as a result of the events or transactions giving rise to the Proceeding or Matter; or (ii) the relative fault of the Indemnitee and of the Corporation and its other employees, officers or agents in connection with the events or transactions.

Section 6.16 Indemnification of Employees, Agents and Fiduciaries. The Corporation, by adoption of a resolution of the Board, may indemnify and advance Expenses to a person who is an employee, agent or fiduciary of the Corporation including any such person who is or was serving at the request of the Corporation as a employee, agent or fiduciary of any other corporation, partnership, joint venture, limited liability company, trust, employee benefit plan or other entity to the same extent and subject to the same conditions (or to such lesser extent and/or with such other conditions as the Board may determine) under which it may indemnify and advance Expenses to an Indemnitee under this ARTICLE VI. The Board, by resolution, may delegate its right and authority to approve the indemnification of, or the advancement of Expenses to, any employee, agent or fiduciary of the Corporation to the Chief Executive Officer or any Vice President, in consultation with the General Counsel or other chief legal officer of the Corporation.

ARTICLE VII

MISCELLANEOUS

Section 7.1 Fiscal Year. The fiscal year of the Corporation shall end on the 31st day of December of each year or as otherwise provided by a resolution adopted by the Board.

Section 7.2 Corporate Seal. The Corporation may adopt a corporate seal, which will have the name of the Corporation inscribed thereon and will be in such form as the Board by resolution may approve from time to time.

Section 7.3 Self-Interested Transactions. No contract or transaction between the Corporation and one or more of its Directors or officers, or between the Corporation and any

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other entity in which one or more of its Directors or officers are Directors or officers (or hold equivalent offices or positions), or have a financial interest, will be void or voidable solely for this reason, or solely because the Director or officer is present at or participates in the meeting of the Board or Board Committee which authorizes the contract or transaction, or solely because his, her or their votes are counted for that purpose, if: (i) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the Board or the Board Committee, and the Board or Board Committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested Directors, even though the disinterested Directors be less than a quorum; or (ii) the material facts as to the Director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the Stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of those Stockholders; or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board, a Board Committee or the Stockholders. Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board or of a Board Committee which authorizes the contract or transaction.

Section 7.4 Form of Records. Any records the Corporation maintains in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or be in the form of electronic media or any other information storage device or system, provided that such records so kept can be converted into clearly legible paper form within a reasonable time.

Section 7.5 Bylaw Amendments. The Board has the power to adopt, amend, repeal or restate from time to time these Bylaws. Any adoption, amendment, repeal or restatement of these Bylaws by the Board shall require the approval of a majority of the Directors then in office. The Stockholders shall also have the power to adopt, amend, repeal or restate these Bylaws at any meeting of the Stockholders before which such matter has been properly brought in accordance with Section 1.10; provided, however, that, except for any amendment, repeal or restatement approved by a majority of the Directors then in office prior to submission for a Stockholder vote, in addition to any vote of the holders of any class or series of capital stock of the Corporation required by the DGCL or other Applicable Laws or by the Certificate of Incorporation, the affirmative vote of the holders of at least eighty percent (80%) of the voting power of the then issued and outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of Directors, voting together as a single class, shall be required to adopt, amend, repeal or restate any provision of these Bylaws.

Section 7.6 Notices; Waiver of Notice.

(a) Delivery of Notice. Any notice required to be given to any Director under the provisions of the DGCL or other Applicable Laws, the Certificate of Incorporation or these Bylaws, will be deemed to be sufficient if given (i) by facsimile, electronic mail or other form of electronic transmission or (ii) by deposit of the same in the United States mail, with postage paid thereon, addressed to the person entitled thereto at his or her address as it appears in the records of the Corporation, and that notice shall be deemed to have been given on the day of such transmission or mailing, as the case may be. Any notice required to be given to any Stockholder under the provisions of the DGCL or other Applicable Laws, the Certificate of Incorporation or

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these Bylaws, will be deemed to be sufficient if given (i) by facsimile, electronic mail or other form of electronic transmission consented to by such Stockholder or (ii) by deposit of the same in the United States mail, with postage paid thereon, addressed to the person entitled thereto at his or her address as it appears in the records of the Corporation, and that notice shall be deemed to have been given on the day of such transmission or mailing, as the case may be.

(b) Waiver of Notice. As to any notice required to be given to any Stockholder or Director under the provisions of the DGCL or other Applicable Laws, the Certificate of Incorporation or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to that notice or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, will be equivalent to the giving of that notice. Attendance of a person at a meeting will constitute a waiver of notice of that meeting, except when the person attends a meeting solely for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Stockholders, the Board or any Board Committee need be specified in any written waiver of notice or any waiver by electronic transmission unless the Certificate of Incorporation or these Bylaws so require.

Section 7.7 Resignations. Any Director or officer of the Corporation may resign at any time. Any such resignation shall be made by notice in writing (including by electronic transmission) provided to the Chairman of the Board, the Chief Executive Officer or the Secretary and shall take effect at the time specified in such notice, or, if such notice does not specify any time, at the time of its receipt by the Chairman of the Board, the Chief Executive Officer or the Secretary. The acceptance of a resignation by the Chairman of the Board, in the case of a Director or officer, or by the Chief Executive Officer or Secretary in the case of an officer, will not be necessary to make it effective, unless that resignation expressly so provides.

Section 7.8 Books, Reports and Records. The Corporation shall keep books and records of account and shall keep minutes of the proceedings of the Stockholders, the Board and each Board Committee. Each Director and each member of any Board Committee shall, in the performance of his or her duties, be fully protected in relying in good faith on the books of account or other records of the Corporation and on information, opinions, reports or statements presented to him or her or to the Corporation by any of the Corporation’s officers, employees or other Directors, or Board Committees, or by any other person as to matters the Director or member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

Section 7.9 Severability. If any provision or provisions of these Bylaws shall be held to be invalid, illegal or unenforceable for any reason whatsoever, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby; and the provisions of these Bylaws so held to be invalid, illegal or unenforceable shall be modified to the extent necessary to be conformed with Applicable Laws and to give effect, to the fullest extent possible, the intent manifested hereby.

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Section 7.10 Facsimile Signatures. Facsimile or electronic signatures of the Chairman of the Board, any other Director, or any officer or officers of the Corporation may be used whenever and as authorized by the Board.

Section 7.11 Construction. When used in these Bylaws, the word “hereunder” and words of similar import refer to these Bylaws as a whole and not to any provision of these Bylaws, and the words “Article” and “Section” refer to Articles and Sections of these Bylaws unless otherwise specified. Whenever the context so requires, the singular number includes the plural and vice versa, and a reference to one gender includes the other gender and the neuter. The word “including” (and, with correlative meaning, the word “include”) means including, without limiting the generality of any description preceding that word, and the words “shall” and “will” are used interchangeably and have the same meaning. Except as otherwise provided, wherever any statute, rule or regulation, or any section or provision thereof, is referred to in these Bylaws such reference shall be deemed to include any amendment or modification thereof from time to time, or any successor statute, rule or regulation.

Section 7.12 Captions. Captions to Articles and Sections of these Bylaws are included for convenience of reference only and do not constitute a part of these Bylaws for any other purpose or in any way affect the meaning or construction of any provision of these Bylaws.

Adopted: May 25, 2011

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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

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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

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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

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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

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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.

28

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.

29

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

30

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,

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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

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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

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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

5555 SAN FELIPE

HOUSTON, TEXAS 77056

June     , 2011

Dear Marathon Oil Corporation Stockholder:

The board of directors of Marathon Oil Corporation (“Marathon Oil”) has approved the spin-off of Marathon Petroleum Corporation (“MPC”), a wholly owned subsidiary of Marathon Oil which we believe will be a leading petroleum refining, marketing and transportation company in the United States following the spin-off. We believe the spin-off, which will create two distinct businesses with separate ownership and management, will better enable our upstream oil and gas exploration and production business and our downstream business to focus exclusively on realizing their own opportunities and addressing their distinct challenges. In addition, we believe that the two companies, each with its own financial and operating characteristics, will improve investor understanding and appeal to different investor bases. For these reasons, we believe the spin-off will build long-term stockholder value.

As a result of the spin-off, each Marathon Oil stockholder will 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 June 27, 2011, the record date. The distribution of MPC shares will take place on June 30, 2011. You do not need to take any action to receive the shares of MPC common stock in the spin-off. You will not be required to pay anything for the new shares or to surrender any Marathon Oil shares. Because MPC shares will be maintained primarily in book-entry form, you will not receive a stock certificate representing your interest in MPC in connection with the spin-off. A book-entry account statement reflecting your ownership of shares of MPC common stock will be mailed to you, or your brokerage account will be credited for the shares on or about June 30, 2011. Following the spin-off, you may request to receive physical certificates evidencing your MPC shares, by contacting MPC’s transfer agent at the address provided in the accompanying information statement.

We intend for the distribution of MPC common stock in the spin-off to be tax free for our stockholders. To that end, we have obtained a favorable ruling regarding the spin-off from the Internal Revenue Service. In addition, it is a condition to completing the spin-off that we receive an opinion of counsel that the distribution of MPC common stock to Marathon Oil stockholders will qualify as a tax-free distribution for United States federal income tax purposes. You should, of course, consult your own tax advisor as to the particular consequences of the spin-off distribution to you, 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 you. The spin-off is also subject to other conditions, as described in the accompanying information statement.

If you sell your shares of Marathon Oil common stock prior to or on the distribution date, you may also be selling your right to receive shares of MPC common stock. You are encouraged to consult with your financial advisor regarding the specific implications of selling your Marathon Oil common stock prior to or on the distribution date.

Following the spin-off, Marathon Oil common stock will continue to trade on the New York Stock Exchange under the ticker symbol “MRO” and MPC common stock will trade on the New York Stock Exchange

under the ticker symbol “MPC.” You do not need to take any action to receive your shares of MPC common stock. You do not need to pay any consideration for your shares of MPC common stock or surrender or exchange your shares of Marathon Oil common stock.

I encourage you to read the attached information statement, which is being mailed to all Marathon Oil stockholders. It describes the spin-off in detail and contains important information, including financial statements, about MPC.

I believe the spin-off is a positive event for our stockholders, and I look forward to your continued support as a stockholder of Marathon Oil. We remain committed to working on your behalf to build long-term stockholder value.

Sincerely,

THOMAS J. USHER

CHAIRMAN OF THE BOARD

539 South Main Street

Findlay, Ohio 45840-3229

June     , 2011

Dear Marathon Petroleum Corporation Stockholder:

It is my pleasure to welcome you as a stockholder of Marathon Petroleum Corporation. Following the spin-off, we will be one of the largest independent petroleum product refiners and marketers in the United States and one of the largest operators of company-owned and operated retail gasoline outlets in the United States, and we will own one of the largest terminal and pipeline systems in the United States. We own and operate six refineries, located in the Midwest and Gulf Coast regions of the United States, with an aggregate crude oil refining capacity of over 1.1 million barrels per day. We sell our refined products to wholesale customers, including private-brand marketers and large commercial and industrial consumers, and we also distribute our refined products through a large network of retail stores and stations. We have an extensive distribution network, which we use to deliver crude oil to our refineries and refined products to wholesale and retail market areas. We believe that the size and reach of our refining, marketing and transportation network, our brand strength, and the convenience and reliability we bring to our consumers have been the keys to the success and strong financial performance of our business.

Our strategy as an independent company will be to maximize the profitability of our operations by (1) continuing to develop opportunities for expansion and asset upgrading and (2) pursuing opportunities to expand our operating margins through development of greater flexibility in our refining feedstocks and through production of more high-value-added end products. We believe that our strengths, including our coordinated network of refineries, our extensive network of pipelines, terminals and other distribution facilities, our competitively positioned retail-marketing locations and our operating expertise will enable us to deliver solid returns to our stockholders. We are very excited about our prospects and believe we will be even better positioned to realize the growth opportunities for our business as an independent company.

Our common stock has been approved for listing on the New York Stock Exchange under the symbol “MPC.”

I invite you to learn more about Marathon Petroleum Corporation by reviewing the attached information statement. We look forward to our future as an independent, publicly traded company and to rewarding your loyalty as a holder of Marathon Petroleum Corporation common stock.

Sincerely,

Gary R. Heminger

Chief Executive Officer-Elect

Information contained herein is subject to completion or amendment. A registration statement on Form 10 relating to these securities has been filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended.

Subject to Completion, dated May 26, 2011

INFORMATION STATEMENT

Marathon Petroleum Corporation

Common Stock

(par value $0.01 per share)

Marathon Oil Corporation is furnishing this information statement to its stockholders in connection with the distribution by Marathon Oil of all the outstanding shares of common stock of Marathon Petroleum Corporation, or MPC, to holders of Marathon Oil’s common stock. As of the date of this information statement, Marathon Oil owns all of MPC’s outstanding common stock.

On May 25, 2011, after consultation with financial and other advisors, Marathon Oil’s board of directors approved the distribution of 100% of Marathon Oil’s interest in MPC to holders of Marathon Oil common stock. 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.

You will not be required to pay any cash or other consideration for the shares of MPC common stock that will be distributed to you or to surrender or exchange your shares of Marathon Oil common stock to receive shares of MPC common stock in the spin-off. The distribution will not affect the number of shares of Marathon Oil common stock that you hold. No approval by Marathon Oil stockholders of the spin-off is required or being sought. You are not being asked for a proxy and you are requested not to send a proxy.

As discussed under “The Spin-Off—Trading of Marathon Oil Common Stock After the Record Date and Prior to the Distribution,” if you sell your shares of Marathon Oil common stock in the “regular way” market after the record date and prior to the spin-off, you also will be selling your right to receive MPC common stock in connection with the spin-off. You are encouraged to consult with your financial advisor regarding the specific implications of selling your Marathon Oil common stock on or prior to the distribution date.

There is no current trading market for our common stock. However, we expect that a limited market, commonly known as a “when-issued” trading market, for MPC common stock will begin on or about June 23, 2011, and we expect that “regular way” trading of MPC common stock will begin the first day of trading following the spin-off. Subject to the consummation of the spin-off, our common stock has been approved for listing on the New York Stock Exchange under the symbol “MPC.”

In reviewing this information statement, you should carefully consider the matters described under the caption “Risk Factors” beginning on page 17.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this information statement is truthful or complete. Any representation to the contrary is a criminal offense.

This information statement does not constitute an offer to sell or the solicitation of an offer to buy any securities.

Marathon Oil first mailed this information statement to its stockholders on or about June     , 2011.

The date of this information statement is June     , 2011.

TABLE OF CONTENTS

	Page
QUESTIONS AND ANSWERS ABOUT THE SPIN-OFF		1
SUMMARY		6
RISK FACTORS		17
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS		34
THE SPIN-OFF		36
CAPITALIZATION		49
DIVIDEND POLICY		50
SELECTED HISTORICAL COMBINED FINANCIAL DATA		51
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA		52
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		58
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		83
BUSINESS		86
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		105
RELATIONSHIP WITH MARATHON OIL AFTER THE SPIN-OFF		106
MANAGEMENT		114
EXECUTIVE COMPENSATION		122
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		157
DESCRIPTION OF CAPITAL STOCK		160
INDEMNIFICATION OF DIRECTORS AND OFFICERS		166
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		167
WHERE YOU CAN FIND MORE INFORMATION		167
GLOSSARY OF SELECTED TERMS		168
INDEX TO COMBINED FINANCIAL STATEMENTS		F-1

Unless we otherwise state or the context otherwise indicates, all references in this information statement to “MPC,” “us,” “our” or “we” mean Marathon Petroleum Corporation and its subsidiaries, and all references to “Marathon Oil” mean Marathon Oil Corporation and its subsidiaries, other than, for all periods following the spin-off, MPC.

The transaction in which MPC will be separated from Marathon Oil and become an independent, publicly traded company is referred to in this information statement alternatively as the “distribution” or the “spin-off.”

This information statement is being furnished solely to provide information to Marathon Oil stockholders who will receive shares of MPC common stock in connection with the spin-off. It is not provided as an inducement or encouragement to buy or sell any securities. You should not assume that the information contained in this information statement is accurate as of any date other than the date set forth on the cover. Changes to the information contained in this information statement may occur after that date, and we undertake no obligation to update the information contained in this information statement, unless we are required by applicable securities laws to do so.

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QUESTIONS AND ANSWERS ABOUT THE SPIN-OFF

Q: What is the spin-off?

A: The spin-off involves Marathon Oil’s distribution to its stockholders of all the shares of our common stock that it owns. Following the spin-off, we will be an independent, publicly traded company from Marathon Oil, and Marathon Oil will not retain any ownership interest in our company. You do not have to pay any consideration or give up any portion of your Marathon Oil common stock to receive shares of our common stock in the spin-off.

Q: What is being distributed in the spin-off?

A: Marathon Oil will distribute one share of MPC common stock for every two shares of Marathon Oil common stock outstanding as of the record date for the spin-off.

Q: What is the record date for the spin-off, and when will the spin-off occur?

A: The record date is June 27, 2011, and ownership is determined as of 5:00 p.m. New York City Time on that date. Shares of MPC common stock will be distributed on June 30, 2011, which we refer to as the distribution date.

Q: As a holder of shares of Marathon Oil common stock as of the record date, what do I have to do to participate in the spin-off?

A: Nothing. You will receive one share of MPC common stock for every two shares of Marathon Oil common stock held as of the record date and retained through the distribution date. You may also participate in the spin-off if you purchase Marathon Oil common stock in the “regular way” market after the record date and retain your Marathon Oil shares through the distribution date. See “The Spin-Off—Trading of Marathon Oil Common Stock After the Record Date and Prior to the Distribution.”

Q: If I sell my shares of Marathon Oil common stock before or on the distribution date, will I still be entitled to receive MPC shares in the spin-off?

A: If you sell your shares of Marathon Oil common stock prior to or on the distribution date, you may also be selling your right to receive shares of MPC common stock. See “The Spin-Off—Trading of Marathon Oil Common Stock After the Record Date and Prior to the Distribution.” You are encouraged to consult with your financial advisor regarding the specific implications of selling your Marathon Oil common stock prior to or on the distribution date.

Q: How will fractional shares be treated in the spin-off?

A. Any fractional share of our common stock otherwise issuable to you will be sold on your behalf, and you will receive a cash payment with respect to that fractional share. For an explanation of how the cash payments for fractional shares will be determined, see “The Spin-Off—Treatment of Fractional Shares.”

Q: Will the spin-off affect the number of shares of Marathon Oil I currently hold?

A: The number of shares of Marathon Oil common stock held by a stockholder will be unchanged. The market value of each Marathon Oil share, however, will decline to reflect the impact of the spin-off.

Q: What are the U.S. federal income tax consequences of the distribution of our shares of common stock to U.S. stockholders?

A: Marathon Oil has received a private letter ruling from the U.S. Internal Revenue Service (the “IRS”) and expects to obtain an opinion of counsel that the distribution of MPC common stock to Marathon Oil stockholders in the spin-off will qualify as a tax-free distribution for United States federal income tax purposes. You should, of course, consult your own tax advisor as to the particular consequences of the spin-off

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to you, 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 you. Marathon Oil will provide its U.S. stockholders with information to enable them to compute their tax basis in both Marathon Oil and MPC shares. This information will be posted on Marathon Oil’s Web site www.Marathon.com promptly following the distribution date. Certain U.S. federal income tax consequences of the spin-off are described in more detail under “The Spin-Off—Material U.S. Federal Income Tax Consequences of the Spin-Off.”

Q: Is the spin-off distribution tax free to non-U.S. stockholders?

A: Non-U.S. stockholders may be subject to U.S. federal income tax if the distribution of shares of MPC common stock in the spin-off were not to qualify as a tax-free distribution for U.S federal income tax purposes. In addition, any non-U.S. stockholder that beneficially owns more than five percent of Marathon Oil common stock may be subject to U.S. federal income tax on a portion of any gain realized with respect to its existing Marathon Oil common stock as a result of participating in the spin-off in certain circumstances if Marathon Oil was determined to be a “United States real property holding corporation” on certain dates during the shorter of the five-year period ending on the distribution date or the non-U.S. stockholder’s holding period. A non-U.S. stockholder generally will not be subject to regular U.S. federal income or withholding tax or gain realized on the receipt of cash in lieu of fractional shares in the spin-off, unless certain conditions exist. Non-U.S. stockholders may be subject to tax on the spin-off distribution in jurisdictions outside the U.S. The foregoing is for general information purposes and does not constitute tax advice. Stockholders should consult their own tax advisors regarding the particular consequences of the spin-off to them. See “The Spin-Off—Material U.S. Federal Income Tax Consequences of the Spin-Off—Material U.S. Federal Income Tax Consequences of the Spin-Off to Non-U.S. Holders” and “—Other Tax Consequences of the Spin-Off.”

Q: When will I receive my MPC shares? Will I receive a stock certificate for MPC shares distributed as a result of the spin-off?

A: Registered holders of Marathon Oil common stock who are entitled to participate in the spin-off will receive a book-entry account statement reflecting their ownership of MPC common stock. For additional information, registered stockholders in the United States or Canada should contact Marathon Oil’s transfer agent, Computershare Trust Company, N.A., at (888) 843-5542 or through its Web site at www.computershare.com. Stockholders from outside the United States, Canada and Puerto Rico may call (781) 575-4735. See “The Spin-Off—When and How You Will Receive MPC Shares.”

Q: What if I hold my shares through a broker, bank or other nominee?

A: Marathon Oil stockholders who hold their shares through a broker, bank or other nominee will have their brokerage account credited with MPC common stock. For additional information, those stockholders should contact their broker or bank directly.

Q: What if I have stock certificates reflecting my shares of Marathon Oil common stock? Should I send them to the transfer agent or to Marathon Oil?

A: No, you should not send your stock certificates to the transfer agent or to Marathon Oil. You should retain your Marathon Oil stock certificates.

Q: If I was enrolled in a Marathon Oil dividend reinvestment plan, will I automatically be enrolled in the MPC dividend reinvestment plan?

A: Yes. If you elected to have your Marathon Oil cash dividends applied toward the purchase of additional Marathon Oil shares, the MPC shares you receive in the distribution will be automatically enrolled in the MPC Direct Stock Purchase and Dividend Reinvestment Plan sponsored by Computershare Trust Company,

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N.A. (MPC’s transfer agent and registrar), unless you notify Computershare Trust Company N.A. that you do not want to reinvest any MPC cash dividends in additional MPC shares. For contact information for Computershare Trust Company N.A., see “Description of Capital Stock—Transfer Agent and Registrar.”

Q: Why is Marathon Oil separating MPC from Marathon Oil’s business?

A: Marathon Oil’s board and management believe that our separation from Marathon Oil will provide the following benefits: enhanced flexibility of the management team of each company to make business and operational decisions that are in the best interests of its business and to allocate capital and corporate resources in a manner that focuses on achieving its own strategic priorities; facilitation of growth of Marathon Oil’s and MPC’s businesses; improved investor understanding of the separate businesses of Marathon Oil and MPC and facilitation of valuation assessments for the securities of both companies, which should appeal to the different investor bases of the upstream and downstream petroleum businesses; and enhanced ability of each company to attract employees with appropriate skill sets, to incentivize its key employees with equity-based compensation that is aligned with the performance of its own operations and to retain key employees for the long term. For more information, see “The Spin-Off—Reasons for the Spin-Off.”

Q: Why is the separation of the two companies structured as a spin-off?

A: A U.S. tax-free distribution of shares in MPC is the most tax-efficient way to separate the companies.

Q: What are the conditions to the spin-off?

A: The spin-off is subject to a number of conditions, including, among others, the receipt of a private letter ruling from the IRS, the SEC declaring effective the registration statement of which this information statement forms a part

and the completion of the financing related to the spin-off. See “The Spin-Off—Spin-Off Conditions and Termination.”

Q: Will MPC incur any debt prior to or at the time of the spin-off?

A: Yes. We have entered into new financing arrangements in anticipation of the distribution. See “Risk Factors—Risks Relating to the Spin-Off—Following the spin-off, we will have substantial debt obligations that could restrict our business, financial condition, results of operations or cash flows. In addition, the separation of our business from Marathon’s upstream business may lead to an increase in the overall cost of debt funding and a decrease in the overall debt capacity and commercial credit available to the combined businesses. Also, our business, financial condition, results of operations and cash flows could be harmed by a deterioration of our credit profile or by factors adversely affecting the credit markets generally.”

Q: Are there risks to owning MPC common stock?

A: Yes. MPC’s business is subject both to general and specific business risks relating to its operations. In addition, the spin-off presents risks relating to MPC being a separately traded public company. See “Risk Factors.”

Q: Does MPC intend to pay cash dividends?

A: Yes. MPC intends to pay a cash dividend at the initial rate of $0.20 per share per quarter, or $0.80 per share per year. The declaration and amount of future dividends, however, will be determined by our board of directors and will depend on our financial condition, earnings, capital requirements, legal requirements, regulatory constraints, industry practice and any other factors that our board of directors believes are relevant. See “Dividend Policy.”

Q: Will MPC common stock trade on a stock market?

A: Currently, there is no public market for our common stock. Subject to the consummation of the spin-off, our common stock has been approved for listing on the New York Stock

3

Exchange under the symbol “MPC.” We cannot predict the trading prices for our common stock when such trading begins.

Q: What will happen to Marathon Oil stock options, restricted shares and restricted stock units?

A: 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 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. They

will also generally preserve 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.

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• 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.

• 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 will receive a prorated payment based upon the portion of the performance period actually completed.

For additional information on the treatment of Marathon Oil equity-based compensation awards, see “Relationship with Marathon Oil After the Spin-Off—Agreements Between Marathon Oil and Us—Employee Matters Agreement.”

Q: What will the relationship between Marathon Oil and MPC be following the spin-off?

A: After the spin-off, Marathon Oil will not own any shares of MPC common stock, and each of Marathon Oil and MPC will be independent, publicly traded companies with their own management teams and boards of directors. However, in connection with the spin-off, we have entered into a number of agreements with Marathon Oil that will govern the spin-off and allocate responsibilities for obligations arising before and after the spin-off, including, among

others, obligations relating to our employees and taxes. See “Relationship with Marathon Oil After the Spin-Off.”

Q: Will I have appraisal rights in connection with the spin-off?

A: No. Holders of Marathon Oil common stock are not entitled to appraisal rights in connection with the spin-off.

Q: Who is the transfer agent for your common stock?

A: Computershare Trust Company, N.A.

250 Royall Street

Canton, Massachusetts 02021-1011

Q: Who is the distribution agent for the spin-off?

A: Computershare Trust Company, N.A.

250 Royall Street

Canton, Massachusetts 02021-1011

Q: Whom can I contact for more information?

A: If you have questions relating to the mechanics of the distribution of Marathon Oil shares, you should contact the distribution agent:

Computershare Trust Company, N.A. 250 Royall Street

Canton, Massachusetts 02021-1011

Telephone: (888) 843-5542 or (781) 575-4735

(outside the United States, Canada and Puerto Rico)

Before the spin-off, if you have questions relating to the spin-off, you should contact Marathon Oil at:

Marathon Oil Corporation

5555 San Felipe

Houston, Texas 77056

Attention: Vice President, Investor Relations

                  and Public Affairs

Telephone: (713) 296-4140

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SUMMARY

The following is a summary of some of the information contained in this information statement. It does not contain all the details concerning us or the spin-off, including information that may be important to you. We urge you to read this entire document carefully, including the risk factors, our pro forma financial information and our historical combined financial statements and the notes to those financial statements.

Except as otherwise indicated or unless the context otherwise requires, the information included in this information statement assumes the completion of the separation of MPC from Marathon Oil and the related distribution of our common stock.

Marathon Petroleum Corporation

We are currently a wholly owned subsidiary of Marathon Oil. Following the spin-off, we will be an independent, publicly traded company. Marathon Oil will not retain any ownership interest in our company. Our assets and business consist of those that Marathon Oil attributes to its existing petroleum refining, marketing and transportation operations and that are reported as its refining, marketing and transportation segment in its financial statements. We refer to petroleum refining, marketing and transportation operations as “downstream petroleum” operations or “downstream” operations.

We are one of the largest petroleum product refiners, transporters and marketers in the United States. We currently own and operate six refineries, all located in the United States, with an aggregate crude oil refining capacity in excess of 1.1 million barrels per day. Our refineries supply refined products to resellers and consumers within our market areas, including the Midwest, Gulf Coast and Southeast regions of the United States. We distribute refined products to our customers through one of the largest private domestic fleets of inland petroleum product barges, one of the largest terminal operations in the United States, and a combination of MPC-owned and third-party-owned trucking and rail assets. We currently own, operate, lease or have ownership interests in approximately 9,600 miles of crude and refined product pipelines to deliver crude oil to our refineries and other locations and refined products to wholesale and retail market areas, making us one of the largest petroleum pipeline companies in the United States on the basis of total volumes delivered. We sell refined products to wholesale marketing customers, large consumers such as utilities and on the spot market. We sell light products at 62 owned and operated and approximately 45 other exchange/throughput terminals throughout our 18-state wholesale market area. We supply refined products to approximately 5,100 Marathon^®-branded retail outlets located within our market areas, which are operated by independent dealers and jobbers. In addition, we currently sell refined products directly to consumers through approximately 1,350 Speedway^®-branded stores, which one of our subsidiaries owns and operates.

For the three months ended March 31, 2011, we generated revenues of approximately $17.8 billion and income from operations of approximately $819 million. For the three months ended March 31, 2010, we generated revenues of approximately $13.4 billion and a loss from operations of approximately $419 million. For the year ended December 31, 2010, we generated revenues of approximately $62.5 billion and income from operations of approximately $1.01 billion. For the year ended December 31, 2009, we generated revenues of approximately $45.5 billion and income from operations of approximately $654 million.

Our operations consist of three business segments:

• Refining and Marketing—refines crude oil and other feedstocks at our six refineries in the Gulf Coast and Midwest regions of the United States and distributes refined products through various means, including barges, terminals and trucks that we own or operate. We sell refined products to wholesale marketing customers domestically and internationally, to buyers on the spot market, to our Speedway business segment and to dealers and jobbers who operate Marathon^®-branded retail outlets;

6

• Speedway—sells transportation fuels and convenience products in the retail market, primarily in the Midwest, through Speedway^®-branded convenience stores; and

• Pipeline Transportation—transports crude oil and other feedstocks to our refineries and other locations, delivers refined products to wholesale and retail market areas and owns, among other transportation-related assets, a majority interest in LOOP LLC, which is the owner and operator of the only U.S. deepwater oil port.

On December 1, 2010, we completed the sale of most of our Minnesota assets. These assets included the 74,000 barrel-per-day St. Paul Park refinery and associated terminals, 166 SuperAmerica^®-branded convenience stores (including six stores in Wisconsin) along with the SuperMom’s^® bakery (a baked goods supply operation) and certain associated trademarks, SuperAmerica Franchising LLC, interests in pipeline assets in Minnesota and associated inventories. We refer to these assets as the “Northern-Tier Assets.” This transaction was approximately $935 million, which included approximately $330 million for inventories. We received $740 million in cash, net of closing costs but prior to post-closing adjustments. The terms of the sale included (1) a preferred stock interest in the entity that holds the Northern-Tier Assets with a stated value of $80 million, (2) a maximum $125 million earnout provision payable to us over eight years, (3) a maximum $60 million of margin support payable to the buyer over two years, up to a maximum of $30 million per year, (4) a receivable from the buyer of $107 million fully collected in the first quarter of 2011 and (5) guarantees with a maximum exposure of $11 million made by us on behalf of and to the buyer related to a limited number of convenience store sites. As a result of this continuing involvement, the related gain on sale of $89 million was deferred. The timing and amount of deferred gain ultimately recognized in the income statement is subject to the resolution of our continuing involvement.

In connection with the spin-off, we and Marathon Oil have entered into certain agreements, including a separation and distribution agreement, a tax sharing agreement and an employee matters agreement, under which we and Marathon Oil have agreed to, among other things, indemnify each other against certain liabilities arising from our respective businesses. See “Relationship with Marathon Oil After the Spin-Off—Agreements Between Marathon Oil and Us.”

We describe in this information statement the business to be transferred to us by Marathon Oil in connection with the spin-off as if it were our business for all historical periods described. However, we are a newly formed entity that will not independently conduct any operations before the spin-off. References in this document to our historical assets, liabilities, products, business or activities generally refer to the historical assets, liabilities, products, business or activities of the transferred business as it was conducted as part of Marathon Oil and its subsidiaries before the spin-off. Our historical financial results as part of Marathon Oil contained in this information statement may not be indicative of our financial results in the future as an independent company or reflect what our financial results would have been had we been an independent company during the periods presented.

Our company was incorporated in Delaware on November 9, 2009. The address of our principal executive offices is 539 South Main Street, Findlay, Ohio 45840-3229. Our main telephone number at that address is (419) 422-2121.

Our Competitive Strengths

High Quality Asset Base

We believe we are the largest crude oil refiner in the Midwest and the fifth largest in the United States, based on crude oil refining capacity. We currently own a six-plant refinery network with over 1.1 million barrels per day of crude oil throughput capacity. Our refineries process a wide range of crude oils, including heavy and sour crude oils, which can be purchased at a discount to sweet crude, and produce transportation fuels such as gasoline and distillate, as well as other refined products.

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Strategic Location

The geographic locations of our refineries and our extensive midstream distribution system provide us with significant strategic advantages. Located in Petroleum Administration for Defense District (“PADD”) II and PADD III, which consist of states in the Midwest and the Gulf Coast regions of the United States, our refineries have the ability to procure crude oil from a variety of supply sources, including domestic, Canadian and other foreign sources, which provides us with flexibility to optimize supply costs. For example, geographic proximity to Canadian crude oil supply sources allows our refineries to incur lower transportation costs than competitors transporting Canadian crude oil to the Gulf Coast for refining. Our refinery locations and midstream distribution system also allow us to serve a broad range of key end-user markets across the United States quickly and cost-effectively.

Attractive Growth Opportunities Through Internal Projects

We believe that we have attractive growth opportunities through internal capital projects. We recently completed a major expansion project at our Garyville, Louisiana refinery, which initially expanded the crude oil refining capacity of this refinery by 180 thousand barrels per day (“mbpd”) to 436 mbpd. The Garyville expansion project has enhanced our scale efficiency and our feedstock flexibility. We are also continuing work on a currently projected $2.2 billion heavy oil upgrading and expansion project at our Detroit, Michigan refinery. When completed in the second half of 2012, the project will enable the refinery to process additional heavy, sour crude oils, including Canadian bitumen blends, and will increase the refinery’s crude oil refining capacity by approximately 15 mbpd. The estimated project costs referenced in this paragraph exclude amounts for capitalized interest.

Extensive Midstream Distribution Networks

We believe the relative scale of our transportation and distribution assets and operations distinguishes us from other refining and marketing companies. We own one of the largest petroleum pipeline companies in the United States based on total volume delivered. We also own one of the largest private domestic fleets of inland petroleum product barges and one of the largest terminal operations in the United States, as well as trucking and rail assets. We operate this system in coordination with our refining network, which enables us to achieve synergies by transferring intermediate stocks between refineries, optimizing feedstock and raw material supplies and optimizing refined product distribution. This in turn results in economy-of-scale advantages that contribute to profitability.

Competitively Positioned Marketing Operations

We are one of the largest wholesale suppliers of gasoline and distillate to resellers within each of our market areas. We have two strong retail brands: Speedway^® and Marathon^®. We believe our Speedway^® stores, which we operate through a wholly owned subsidiary (“Speedway”), comprise one of the largest chains of company-owned and operated retail gasoline and convenience stores in the Midwest and the fourth largest in the United States. The Marathon^® brand is an established motor fuel brand in the Midwest and Southeast regions of the United States, and is available through approximately 5,100 branded locations in 18 states. We believe our distribution system allows us to maximize the sale value of our products and minimize cost.

Established Track Record of Profitability

We have demonstrated an ability to achieve competitive financial results throughout all stages of the recent downstream business cycle. Our historical net income (loss) in the three months ended March 31, 2011 and 2010 and in the years 2010, 2009 and 2008 was $529 million, ($289 million), $623 million, $449 million and $1,215 million, respectively. We believe our business mix and business strategies position us well to continue to achieve competitive financial results.

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Our Business Strategies

Pursue Growth by Expanding and Upgrading Existing Asset Base

We continually evaluate opportunities to expand our existing asset base and consider capital projects that enhance our core competitiveness in the downstream business. Our recently completed Garyville expansion project initially increased that refinery’s crude oil refining capacity by approximately 180 mbpd. Our current initiatives include an upgrade project at our Detroit, Michigan refinery, which will enhance our ability to process lower-cost heavier and sourer crude oils, as well as increase the refinery’s crude oil refining capacity by approximately 15 mbpd. We will continue to pursue other growth opportunities that provide an attractive return on capital.

Increase Profitability Through Margin Improvement

We intend to increase the profitability of our existing assets by pursuing a number of margin improvement opportunities, including increasing our feedstock flexibility and increasing our production of more high-value end products. We intend to increase our feedstock flexibility by completing our expansion and upgrade project at Detroit. By refining heavier crude oil, we will be able to reduce our overall feedstock costs without sacrificing the value of our refined products.

Selectively Pursue Acquisitions

Our management team has demonstrated its ability to identify complementary assets, consummate acquisitions on favorable terms and integrate acquired assets. Our management’s acquisition experience includes substantial involvement in the combination of the refining, marketing and transportation assets of Ashland, Inc. (“Ashland”) with those of Marathon Oil into a jointly owned business in 1998 and Marathon Oil’s subsequent acquisition of Ashland’s interest in 2005. We will continue to evaluate potential acquisitions, with the aim of increasing earnings while maintaining financial discipline. We may also pursue the strategic divestiture of assets from time to time, when doing so is in our best long-term interest. An example is the recent sale of our Northern-Tier Assets, as described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We believe that our separation from Marathon Oil will enhance our ability to execute this strategy by allowing us to focus on assets that are best suited to our downstream business.

Risk Factors

Our business is subject to a number of risks, including risks related to the spin-off. The following list of risk factors is not exhaustive. Please read “Risk Factors” carefully for a more thorough description of these and other risks.

Risks Related to the Spin-Off

• We may not realize the potential benefits from the spin-off.

• Our historical combined and pro forma financial information are not necessarily indicative of our future financial condition, future results of operations or future cash flows, nor do they reflect what our financial condition, results of operations or cash flows would have been as an independent public company during the periods presented.

• We have no history operating as an independent public company. We will incur significant costs to create the corporate infrastructure necessary to operate as an independent public company, and we will experience increased ongoing costs in connection with being an independent public company.

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• If the spin-off does not qualify as a tax-free transaction, you and Marathon Oil could be subject to material amounts of taxes and, in certain circumstances, our company could be required to indemnify Marathon Oil for material taxes pursuant to indemnification obligations under the tax sharing agreement.

• We may not be able to engage in desirable strategic or capital raising transactions following the spin-off. In addition, under some circumstances, we could be liable for any adverse tax consequences resulting from engaging in significant strategic or capital-raising transactions.

• Potential indemnification liabilities to Marathon Oil pursuant to the separation and distribution agreement could materially and adversely affect our business, financial condition, results of operations and cash flows.

• Following the spin-off, we will have substantial debt obligations that could restrict our business, financial condition, results of operations or cash flows. In addition, our business, financial condition, results of operations and cash flows could be harmed by a deterioration of our credit profile or by factors adversely affecting the credit markets generally.

Risks Related to Our Industry and Our Business

• A substantial or extended decline in refining and marketing gross margins would reduce our operating results and cash flows and could materially adversely impact our future rate of growth and the carrying value of our assets.

• Changes in environmental or other laws or regulations may reduce our refining and marketing gross margins.

• Worldwide political and economic developments could materially and adversely impact our business, financial condition, results of operations and cash flows.

Risks Relating to Ownership of Our Common Stock

• Because there has not been any public market for our common stock, the market price and trading volume of our common stock may be volatile and you may not be able to resell your shares at or above the initial market price of our common stock following the spin-off.

• Provisions in our corporate documents and Delaware law could delay or prevent a change in control of our company, even if that change may be considered beneficial by some of our stockholders.

Summary of the Spin-Off

The following is a brief summary of the terms of the spin-off. Please see “The Spin-Off” for a more detailed description of the matters described below.

Distributing company	Marathon Oil, which is the parent company of MPC. After the distribution, Marathon Oil will not retain any shares of our common stock.
Distributed company	MPC, which is currently a wholly owned subsidiary of Marathon Oil. After the distribution, MPC will be an independent, publicly traded company.
Shares to be distributed	Approximately 356 million shares of our common stock. The shares of our common stock to be distributed will constitute all of the outstanding shares of our common stock immediately after the spin-off.

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Distribution ratio	Each holder of Marathon Oil common stock will receive one share of our common stock for every two shares of Marathon Oil common stock held on the record date.
Fractional shares	The transfer agent identified below will aggregate fractional shares into whole shares and sell them on behalf of stockholders in the open market at prevailing market prices and distribute the proceeds pro rata to each Marathon Oil stockholder who otherwise would have been entitled to receive a fractional share in the spin-off. You will not be entitled to any interest on the amount of payment made to you in lieu of a fractional share. See “The Spin-Off—Treatment of Fractional Shares.”
Distribution procedures	On or about the distribution date, the distribution agent identified below will distribute the shares of our common stock to be distributed by crediting those shares to book-entry accounts established by the transfer agent for persons who were stockholders of Marathon Oil as of 5:00 p.m., New York City time, on the record date. You will not be required to make any payment or surrender or exchange your Marathon Oil common stock or take any other action to receive your shares of our common stock. However, as discussed below, if you sell shares of Marathon Oil common stock in the “regular way” market between the record date and the distribution date, you will be selling your right to receive the associated shares of our common stock in the distribution. Registered stockholders will receive additional information from the transfer agent shortly after the distribution date. Beneficial stockholders will receive information from their brokerage firms.
Distribution agent, transfer agent and registrar for our shares of common stock	Expected to be Computershare Trust Company, N.A.
Record date	5:00 p.m. New York City Time on June 27, 2011.
Distribution date	June 30, 2011.
Trading prior to or on the distribution date	It is anticipated that, beginning shortly before the record date, Marathon Oil’s shares will trade in two markets on the New York Stock Exchange, a “regular way” market and an “ex-distribution” market. Investors will be able to purchase Marathon Oil shares without the right to receive shares of our common stock in the ex-distribution market for Marathon Oil common stock. Any holder of Marathon Oil common stock who sells Marathon Oil shares in the “regular way” market on or before the distribution date will also be selling the right to receive shares of our common stock in the spin-off. You are encouraged to consult with your financial advisor regarding the specific implications of selling Marathon Oil common stock prior to or on the distribution date.

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Assets and liabilities transferred to the distributed company	We and Marathon Oil have entered into a separation and distribution agreement that contains the key provisions relating to the separation of our business from Marathon Oil and the distribution of our shares of common stock. The separation and distribution agreement identifies the assets to be transferred, liabilities to be assumed and contracts to be assigned to us by Marathon Oil in the spin-off and describes when and how these transfers, assumptions and assignments will occur. See “Relationship with Marathon Oil After the Spin-Off—Agreements Between Marathon Oil and Us—Separation and Distribution Agreement.”
Cash payments to Marathon Oil prior to the spin-off	Prior to completion of the spin-off, we intend to repay our intercompany debt owing to Marathon Oil, which was $52 million in aggregate principal amount as of March 31, 2011. We will also distribute all of our remaining cash and cash equivalents to Marathon Oil, except for a minimum cash and cash equivalents balance of $1.425 billion as of the distribution date.
Relationship with Marathon Oil after the spin-off	We and Marathon Oil have also entered into agreements to define various continuing relationships between Marathon Oil and us in various contexts. We have entered into a transition services agreement under which we and Marathon Oil will provide each other certain transition services on an interim basis. We and Marathon Oil have also entered into an agreement providing for the sharing of taxes incurred before and after the distribution, various indemnification rights with respect to tax matters and restrictions to preserve the tax-free status of the distribution to Marathon Oil. See “Relationship with Marathon Oil After the Spin-Off—Agreements Between Marathon Oil and Us.”
Indemnities	We have agreed to indemnify Marathon Oil under the tax sharing agreement we have entered into in connection with the spin-off for the taxes resulting from any acquisition or issuance of our stock that triggers the application of Section 355(e) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). For a discussion of Section 355(e), please see “The Spin-Off—Material U.S. Federal Income Tax Consequences of the Spin-Off.” Under the separation and distribution agreement entered into in connection with the spin-off, we have also agreed to indemnify Marathon Oil and its remaining subsidiaries against various claims and liabilities relating to the past operation of our business. Please see “Relationship with Marathon Oil After the Spin-Off—Agreements Between Marathon Oil and Us—Separation and Distribution Agreement.”

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U.S. federal income tax consequences	Marathon Oil has received a private letter ruling from the IRS and expects to obtain an opinion of counsel that the distribution of shares of MPC common stock in the spin-off will qualify as a tax-free distribution for United States federal income tax purposes. Certain United States federal income tax consequences of the spin-off are described in more detail under “The Spin-Off—Material U.S. Federal Income Tax Consequences of the Spin-Off.”
Conditions to the spin-off	We expect that the spin-off will be effective on June 30, 2011, provided that the conditions set forth under the caption “The Spin-Off—Spin-Off Conditions and Termination” have been satisfied in Marathon Oil’s sole and absolute discretion.
Reasons for the spin-off	Marathon Oil’s board and management believe that our separation from Marathon Oil will provide the following benefits: enhanced flexibility of the management team of each company to make business and operational decisions that are in the best interests of its business and to allocate capital and corporate resources in a manner that focuses on achieving its own strategic priorities; facilitation of growth of Marathon Oil’s and MPC’s businesses; improved investor understanding of the separate businesses of Marathon Oil and MPC and facilitation of valuation assessments for the securities of both companies, which should appeal to the different investor bases of the upstream and downstream businesses; and enhanced ability of each company to attract employees with appropriate skill sets, to incentivize its key employees with equity-based compensation that is aligned with the performance of its own operations and to retain key employees for the long term. For more information, see “The Spin-Off—Reasons for the Spin-Off.”
Stock exchange listing	Currently there is no public market for our common stock. Subject to consummation of the spin-off, our common stock has been approved for listing on the New York Stock Exchange, or the NYSE, under the symbol “MPC.” We anticipate that trading will commence on a when-issued basis shortly before the record date. When-issued trading refers to a transaction made conditionally because the security has been authorized but not yet issued. On the first trading day following the distribution of our shares of common stock in the spin-off, when-issued trading in respect of our common stock will end and regular way trading will begin. Regular way trading refers to trading after a security has been issued and typically involves a transaction that settles on the third full business day following the date of the transaction. We cannot predict the trading prices for our common stock following the spin-off. In addition, Marathon Oil common stock will remain outstanding and will continue to trade on the NYSE.

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Dividend policy

We plan to pay a dividend at the initial rate of $0.20 per share per quarter. All decisions regarding the declaration and payment of dividends will be at the discretion of our board of directors and will be evaluated from time to time in light of our financial condition, earnings, capital requirements, legal requirements, regulatory constraints, industry practice and any other factors that our board of directors believes are relevant. See “Dividend Policy.”

Incurrence of debt

In anticipation of the spin-off, we have entered into a credit facility with certain financial institutions. The credit facility will provide, effective as of the distribution date, a revolving credit arrangement to satisfy our anticipated working capital requirements and other financing needs. We anticipate that immediately following the distribution date, we will have combined cash and equivalents and available liquidity under the credit facility totaling at least $3.425 billion initially, with a right to increase the amount available to at least $3.925 billion under certain conditions. The terms of the credit facility include customary covenants that, among other things, require us to satisfy certain financial tests, maintain certain financial ratios and restrict our ability to incur additional indebtedness. To the extent permitted, we may also incur additional indebtedness from time to time for general corporate purposes, including working capital requirements, capital expenditures and future acquisitions. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.” See also “Risk Factors—Risks Relating to the Spin-Off—Following the spin-off, we will have substantial debt obligations that could restrict our business, financial condition, results of operations or cash flows. In addition, the separation of our business from Marathon’s upstream business may lead to an increase in the overall cost of debt funding and a decrease in the overall debt capacity and commercial credit available to the combined businesses. Also, our business, financial condition, results of operations and cash flows could be harmed by a deterioration of our credit profile or by factors adversely affecting the credit markets generally.”

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SUMMARY HISTORICAL AND PRO FORMA CONDENSED COMBINED

FINANCIAL INFORMATION

The following table presents our summary historical combined financial information. The historical combined financial information as of and for the years ended December 31, 2010, 2009 and 2008 is derived from our audited combined financial statements included in this information statement. The historical combined financial information as of March 31, 2011 and for the three-month periods ended March 31, 2011 and 2010 is derived from our unaudited combined financial statements included in this information statement. The following table also presents a summary of our unaudited pro forma condensed combined financial data, which are included in this information statement and have been prepared to reflect the adjustments to our historical financial information to give effect to the following:

• the planned distribution of approximately 356 million shares of our common stock to Marathon Oil stockholders;

• the repayment to Marathon Oil of approximately $52 million of outstanding debt;

• the cash distribution of approximately $1.4 billion to Marathon Oil;

• the redemption of our investments in the preferred stock of MOC Portfolio Delaware, Inc., a subsidiary of Marathon Oil (“PFD”), that we hold;

• adjustments for certain Marathon Oil liabilities which we will reimburse prior to the spin-off or retain subsequent to the spin-off; and

• factually supportable incremental costs and expenses associated with operating as a stand-alone company.

The unaudited pro forma condensed combined statements of income data have been prepared as though these transactions occurred as of January 1, 2010 and the unaudited pro forma condensed combined balance sheet data assume that these transactions occurred as of March 31, 2011. The unaudited pro forma condensed combined financial data are subject to the assumptions and adjustments set forth in the accompanying notes. The pro forma adjustments are based on available information and assumptions that our management believes are reasonable; however, such adjustments are subject to change as the incremental costs and expenses of operating as a stand-alone company become factually supportable. Incremental costs associated with being a stand-alone company, which are not reflected in the unaudited pro forma condensed combined statements of income, are estimated to be approximately $50 million annually.

You should read the summary historical and unaudited pro forma condensed combined financial data in conjunction with our audited and unaudited combined financial statements and the notes to the audited and unaudited combined financial statements. You should also read the sections entitled “Selected Historical Combined Financial Data,” “Unaudited Pro Forma Condensed Combined Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The summary historical and unaudited pro forma condensed combined financial data are qualified by reference to these sections, the combined audited and unaudited financial statements and the notes to the combined audited and unaudited financial statements included in this information statement.

The unaudited pro forma condensed combined financial data are for illustrative purposes only and do not reflect what our financial position and results of operations would have been had the spin-off occurred on the dates indicated and are not necessarily indicative of our future financial position and future results of operations.

The unaudited pro forma condensed combined financial data constitute forward-looking information and are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated. See “Cautionary Statement Concerning Forward-Looking Statements” in this information statement.

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	Three Months Ended March 31,							Year Ended December 31,
(In millions)	2011		2011		2010			2010		2010		2009		2008
	Pro Forma		Historical					Pro Forma		Historical
Combined Statements of Income Data
Revenues	$	17,842	$	17,842	$	13,362		$	62,487	$	62,487		45,530	$	64,939
Income (loss) from operations		817		819		(419	)		1,002		1,011		654		1,855
Net income (loss)		511		529		(289	)		540		623		449		1,215
	March 31,									December 31,
(In millions)	2011		2011							2010		2009
	Pro Forma		Historical							Historical
Combined Balance Sheet Data
Total assets	$	22,257	$	23,777						$	23,232	$	21,254
Long-term debt, including capitalized leases(1)		3,275	$	3,275							279		254
Long-term debt payable to parent company and subsidiaries(2)		—		52							3,618		2,358

(1) Includes amounts due within one year.

(2) Includes amounts due within one year and debt owed to Marathon Oil which is expected to be repaid prior to the spin-off.

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RISK FACTORS

You should carefully consider each of the following risks and all of the other information contained in this information statement. Some of these risks relate principally to our spin-off from Marathon Oil, while others relate principally to our business and the industry in which we operate or to the securities markets generally and ownership of our common stock.

Our business, financial condition, results of operations or cash flows could be materially and adversely affected by any of these risks, and, as a result, the trading price of our common stock could decline.

Risks Relating to the Spin-Off

We may not realize the potential benefits from the spin-off.

We may not realize the potential benefits that we expect from our spin-off from Marathon Oil. We have described those anticipated benefits elsewhere in this information statement. See “The Spin-Off–Reasons for the Spin-Off.” In addition, we will incur significant costs, including those described below, which may exceed our estimates, and we will incur some negative effects from our separation from Marathon Oil, including loss of access to the financial, managerial and professional resources from which we have benefited in the past.

Our historical combined and pro forma financial information are not necessarily indicative of our future financial condition, future results of operations or future cash flows nor do they reflect what our financial condition, results of operations or cash flows would have been as an independent public company during the periods presented.

The historical combined financial information we have included in this information statement does not reflect what our financial condition, results of operations or cash flows would have been as an independent public company during the periods presented and is not necessarily indicative of our future financial condition, future results of operations or future cash flows. This is primarily a result of the following factors:

• our historical combined financial results reflect allocations of expenses for services historically provided by Marathon Oil, and those allocations may be significantly lower than the comparable expenses we would have incurred as an independent company;

• our working capital requirements historically have been satisfied as part of Marathon Oil’s corporate-wide cash management programs, and our cost of debt and other capital may be significantly different from that reflected in our historical combined financial statements;

• the historical combined financial information may not fully reflect the increased costs associated with being an independent public company, including significant changes that will occur in our cost structure, management, financing arrangements and business operations as a result of our spin-off from Marathon Oil, including all the costs related to being an independent public company; and

• the historical combined financial information may not fully reflect the effects of certain liabilities that will be incurred or assumed by our company and may not fully reflect the effects of certain assets that will be transferred to, and liabilities that will be assumed by, Marathon Oil.

The pro forma adjustments are based on available information and assumptions that we believe are reasonable; however, our assumptions may prove not to be accurate. In addition, our unaudited pro forma combined financial information does not give effect to the sale of the Northern-Tier Assets and may not give effect to various ongoing additional costs that we may incur in connection with being an independent public company. Accordingly, our unaudited pro forma combined financial information does not reflect what our financial condition, results of operations or cash flows would have been as an independent public company and are not necessarily indicative of our future financial condition or future results of operations. Please refer to

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“Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Unaudited Pro Forma Condensed Combined Financial Data” and our historical combined financial statements and the notes to those statements included in this information statement.

We have no history operating as an independent public company. We will incur significant costs to create the corporate infrastructure necessary to operate as an independent public company, and we will experience increased ongoing costs in connection with being an independent public company.

We have historically used Marathon Oil’s corporate infrastructure to support our business functions, including information technology systems. The expenses related to establishing and maintaining this infrastructure were spread among all of the Marathon Oil businesses. Following the spin-off, we will no longer have access to Marathon Oil’s infrastructure, and we will need to establish our own. We expect to incur costs beginning in 2011 to establish the necessary infrastructure. See “Unaudited Pro Forma Condensed Combined Financial Data.”

Marathon Oil performs many important corporate functions for us, including some treasury, tax administration, accounting, financial reporting, human resources services, incentive compensation, legal and other services. We currently pay Marathon Oil for many of these services on a cost-allocation basis. Following the spin-off, Marathon Oil will continue to provide some of these services to us on a transitional basis for a period of up to one year, pursuant to a transition services agreement we have entered into with Marathon Oil. For more information regarding the transition services agreement, see “Relationship with Marathon Oil After the Spin-Off—Agreements Between Marathon Oil and Us—Transition Services Agreement.” However, we cannot assure you that all these functions will be successfully executed by Marathon Oil during the transition period or that we will not have to expend significant efforts or costs materially in excess of those estimated in the transition services agreement. Any interruption in these services could have a material adverse effect on our financial condition, results of operation and cash flows. In addition, at the end of this transition period, we will need to perform these functions ourselves or hire third parties to perform these functions on our behalf. The costs associated with performing or outsourcing these functions may exceed the amounts reflected in our historical combined financial statements or that we have agreed to pay Marathon Oil during the transition period. A significant increase in the costs of performing or outsourcing these functions could materially and adversely affect our business, financial condition, results of operations and cash flows.

We will be subject to continuing contingent liabilities of Marathon Oil following the spin-off.

After the spin-off, there will be several significant areas where the liabilities of Marathon Oil may become our obligations. For example, under the Code and the related rules and regulations, each corporation that was a member of the Marathon Oil consolidated tax reporting group during any taxable period or portion of any taxable period ending on or before the effective time of the spin-off is jointly and severally liable for the federal income tax liability of the entire Marathon Oil consolidated tax reporting group for that taxable period. In connection with the spin-off, we have entered into a tax sharing agreement with Marathon Oil that allocates the responsibility for prior period taxes of the Marathon Oil consolidated tax reporting group between us and Marathon Oil. See “Relationship with Marathon Oil After the Spin-Off—Agreements Between Marathon Oil and Us—Tax Sharing Agreement.” However, if Marathon Oil is unable to pay any prior period taxes for which it is responsible, we could be required to pay the entire amount of such taxes. Other provisions of federal law establish similar liability for other matters, including laws governing tax-qualified pension plans as well as other contingent liabilities.

If the spin-off does not qualify as a tax-free transaction, you and Marathon Oil could be subject to material amounts of taxes and, in certain circumstances, our company could be required to indemnify Marathon Oil for material taxes pursuant to indemnification obligations under the tax sharing agreement.

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, us and

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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. If the factual assumptions or representations 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 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 spin-off is also conditioned on Marathon Oil’s receipt of an opinion of Bingham McCutchen LLP, special tax counsel to Marathon Oil (or other nationally recognized tax counsel), in form and substance satisfactory to Marathon Oil, that the distribution of shares of MPC common stock in the spin-off will qualify as tax-free to us, Marathon Oil and Marathon Oil stockholders for U.S. federal income tax purposes under Sections 355 and 368(a) and related provisions of the Code, and that certain internal restructuring transactions in connection with the spin-off generally will be tax-free to us, Marathon Oil and other members of the Marathon Oil consolidated tax reporting group. The opinion will address the principal matters upon which the IRS has not ruled and will rely on the private letter ruling as to matters covered by the private letter ruling. The opinion will rely on, among other things, the continuing validity of the private letter ruling and various assumptions and representations as to factual matters made by Marathon Oil and us which, if inaccurate or incomplete in any material respect, would jeopardize the conclusions reached by such counsel in its opinion. The opinion will not be binding on the IRS or the courts, and there can be no assurance that the IRS or the courts will not challenge the qualification of the spin-off as a transaction under Sections 355 and 368(a) of the Code or that any such challenge would not prevail.

Neither we nor Marathon Oil is aware of any facts or circumstances that would cause the assumptions or representations that were relied on in the private letter ruling or in the opinion of counsel to be inaccurate or incomplete in any material respect. If, notwithstanding receipt of the private letter ruling and opinion of counsel, the spin-off were determined not to qualify under Section 355 of the Code, each U.S. holder of Marathon Oil common stock who receives shares of our common stock in the spin-off would generally be treated as receiving a taxable distribution of property in an amount equal to the fair market value of the shares of our common stock received. That distribution would be taxable to each such stockholder as a dividend to the extent of Marathon Oil’s current and accumulated earnings and profits. For each such stockholder, any amount that exceeded Marathon Oil’s earnings and profits would be treated first as a non-taxable return of capital to the extent of such stockholder’s tax basis in its shares of Marathon Oil stock with any remaining amount being taxed as a capital gain. Marathon Oil would be subject to tax as if it had sold its shares of common stock of our company in a taxable sale for their fair market value and would recognize taxable gain in an amount equal to the excess of the fair market value of such shares over its tax basis in such shares. See “The Spin-Off—Material U.S. Federal Income Tax Consequences of the Spin-Off.”

With respect to taxes and other liabilities that could be imposed on Marathon Oil in connection with the spin-off (and certain related transactions) as a result of a final determination that is inconsistent with the anticipated tax consequences, as set forth in the private letter ruling, under the terms of the tax sharing agreement we have entered into with Marathon Oil, we will be liable to Marathon Oil for any such taxes or liabilities attributable to actions taken by or with respect to us, any of our affiliates, or any person that, after the spin-off, is an affiliate thereof. See “Relationship with Marathon Oil After the Spin-Off—Agreements Between Marathon Oil and Us—Tax Sharing Agreement.” We may be similarly liable if we breach specified representations or covenants set forth in the tax sharing agreement. If we are required to indemnify Marathon Oil for taxes incurred as a result of the spin-off (or certain related transactions) being taxable to Marathon Oil, it would have a material adverse effect on our business, financial condition, results of operations and cash flows.

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Potential liabilities associated with certain assumed obligations under the tax sharing agreement cannot be precisely quantified at this time.

Under the tax sharing agreement with Marathon Oil, we are responsible generally for all taxes attributable to us or any of our subsidiaries, whether accruing before, on or after the spin-off. We have also agreed to be responsible for, and indemnify Marathon Oil with respect to, all taxes arising as a result of the spin-off (or certain internal restructuring transactions) failing to qualify as transactions under Sections 368(a) and 355 of the Code for U.S. federal income tax purposes (which could result, for example, from a merger or other transaction involving an acquisition of our stock) to the extent such tax liability arises as a result of any breach of any representation, warranty, covenant or other obligation by us or certain affiliates made in connection with the issuance of the tax opinion or the private letter ruling relating to the spin-off or in the tax sharing agreement. As described above, such tax liability would be calculated as though Marathon Oil (or its affiliate) had sold its shares of common stock of our company in a taxable sale for their fair market value, and Marathon Oil (or its affiliate) would recognize taxable gain in an amount equal to the excess of the fair market value of such shares over its tax basis in such shares. That tax liability could have a material adverse effect on our company. For a more detailed discussion, see “Relationship with Marathon Oil After the Spin-Off—Agreements Between Marathon Oil and Us—Tax Sharing Agreement.”

We may not be able to engage in desirable strategic or capital raising transactions following the spin-off. In addition, under some circumstances, we could be liable for any adverse tax consequences resulting from engaging in significant strategic or capital raising transactions.

Even if the spin-off otherwise qualifies as a tax-free distribution under Section 355 of the Code, the spin-off may result in significant U.S. federal income tax liabilities to Marathon Oil under applicable provisions of the Code if 50% or more of Marathon Oil’s stock or our stock (in each case, by vote or value) is treated as having been acquired, directly or indirectly, by one or more persons as part of a plan (or series of related transactions) that includes the spin-off. Under those provisions, any acquisitions of Marathon Oil stock or our stock (or similar acquisitions), or any understanding, arrangement or substantial negotiations regarding an acquisition of Marathon Oil stock or our stock (or similar acquisitions), within two years before or after the spin-off are subject to special scrutiny. The process for determining whether an acquisition triggering those provisions has occurred is complex, inherently factual and subject to interpretation of the facts and circumstances of a particular case. If a direct or indirect acquisition of Marathon Oil stock or our stock resulted in a change in control as contemplated by those provisions, Marathon Oil (but not its stockholders) would recognize taxable gain. Under the tax sharing agreement, there are restrictions on our ability to take actions that could cause the separation to fail to qualify as a tax-free distribution, and we have agreed to indemnify Marathon Oil against any such tax liabilities attributable to actions taken by or with respect to us or any of our affiliates, or any person that, after the spin-off, is an affiliate thereof. We may be similarly liable if we breach certain other representations or covenants set forth in the tax sharing agreement. See “Relationship with Marathon Oil After the Spin-Off—Agreements Between Marathon Oil and Us—Tax Sharing Agreement.” As a result of the foregoing, we may be unable to engage in strategic or capital raising transactions that our stockholders might consider favorable, or to structure potential transactions in the manner most favorable to us, without adverse tax consequences, if at all.

Potential indemnification liabilities to Marathon Oil pursuant to the separation and distribution agreement could materially and adversely affect our business, financial condition, results of operations and cash flows.

In connection with the spin-off, we entered into a separation and distribution agreement with Marathon Oil that provides for, among other things, the principal corporate transactions required to effect the spin-off, certain conditions to the spin-off and provisions governing the relationship between our company and Marathon Oil with respect to and resulting from the spin-off. For a description of the separation and distribution agreement, see “Relationship with Marathon Oil After the Spin-Off—Agreements Between Marathon Oil and Us—Separation and Distribution Agreement.” Among other things, the separation and distribution agreement provides for

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indemnification obligations designed to make us financially responsible for substantially all liabilities that may exist relating to our downstream business activities, whether incurred prior to or after the spin-off, as well as those obligations of Marathon Oil assumed by us pursuant to the separation and distribution agreement. If we are required to indemnify Marathon Oil under the circumstances set forth in the separation and distribution agreement, we may be subject to substantial liabilities.

In connection with our separation from Marathon Oil, Marathon Oil will indemnify us for certain liabilities. However, there can be no assurance that the indemnity will be sufficient to insure us against the full amount of such liabilities, or that Marathon Oil’s ability to satisfy its indemnification obligation will not be impaired in the future.

Pursuant to the separation and distribution agreement, Marathon Oil has agreed to indemnify us for certain liabilities. However, third parties could seek to hold us responsible for any of the liabilities that Marathon Oil has agreed to retain, and there can be no assurance that the indemnity from Marathon Oil will be sufficient to protect us against the full amount of such liabilities, or that Marathon Oil will be able to fully satisfy its indemnification obligations. Moreover, even if we ultimately succeed in recovering from Marathon Oil any amounts for which we are held liable, we may be temporarily required to bear these losses ourselves. If Marathon Oil is unable to satisfy its indemnification obligations, the underlying liabilities could have a material adverse effect on our business, financial condition, results of operations and cash flows.

After the spin-off, Marathon oil’s insurers may deny coverage to us for liabilities associated with occurrences prior to the spin-off. Even if we ultimately succeed in recovering from such insurance providers, we may be required to temporarily bear such loss of coverage.

Our accounting and other management systems and resources may not be adequately prepared to meet the financial reporting and other requirements to which we will be subject following the spin-off. If we are unable to achieve and maintain effective internal controls, our business, financial condition, results of operations and cash flows could be materially adversely affected.

Our financial results previously were included within the consolidated results of Marathon Oil, and we believe that our reporting and control systems were appropriate for those of subsidiaries of a public company. However, we were not directly subject to the reporting and other requirements of the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act. As a result of the spin-off, we will be directly subject to reporting and other obligations under the Exchange Act, including the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, which will require, beginning with the filing of our Annual Report on Form 10-K for the year ending December 31, 2011, annual management assessments of the effectiveness of our internal control over financial reporting and a report by our independent registered public accounting firm addressing these assessments. These reporting and other obligations will place significant demands on our management and administrative and operational resources, including accounting resources. To comply with these requirements, we anticipate that we will need to upgrade our systems, including information technology, implement additional financial and management controls, reporting systems and procedures and hire additional accounting and finance staff. We expect to incur additional annual expenses related to these steps, and those expenses may be significant. If we are unable to upgrade our financial and management controls, reporting systems, information technology and procedures in a timely and effective fashion, our ability to comply with our financial reporting requirements and other rules that apply to reporting companies under the Exchange Act could be impaired. Any failure to achieve and maintain effective internal controls could have a material adverse effect on our business, financial condition, results of operations and cash flows.

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Following the spin-off, we will have substantial debt obligations that could restrict our business, financial condition, results of operations or cash flows. In addition, the separation of our business from Marathon’s upstream business may lead to an increase in the overall cost of debt funding and a decrease in the overall debt capacity and commercial credit available to the combined businesses. Also, our business, financial condition, results of operations and cash flows could be harmed by a deterioration of our credit profile or by factors adversely affecting the credit markets generally.

Following the spin-off, we will need to finance our company’s capital needs on a stand-alone basis. In anticipation of the spin-off, on February 1, 2011, we completed a private placement of $3.0 billion in aggregate principal amount of senior notes. Immediately following the spin-off, we expect that our total combined indebtedness for borrowed money and capital lease obligations will be in the range of approximately $3.0 billion to $3.5 billion. We may also incur substantial additional indebtedness in the future.

Our indebtedness may impose various restrictions and covenants on us that could have material adverse consequences, including:

• increasing our vulnerability to changing economic, regulatory and industry conditions;

• limiting our ability to compete and our flexibility in planning for, or reacting to, changes in our business and the industry;

• limiting our ability to pay dividends to our stockholders;

• limiting our ability to borrow additional funds; and

• requiring us to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing funds available for working capital, capital expenditures, acquisitions and other purposes.

Marathon Oil’s board of directors and management do not expect that the spin-off will improve access to debt markets or commercial credit, particularly for us. As integration has enhanced Marathon Oil’s scale and diversity of operations, given the countercyclical nature of upstream and downstream operations, the separation of the two businesses may lead to an increase in the overall cost of debt funding and a decrease in overall debt and commercial credit capacity, including credit extended by third-party suppliers. Nonetheless, Marathon Oil’s board of directors and management concluded that the spin-off should not reduce our financing alternatives in a manner that would outweigh the other benefits of the spin-off.

In addition, a deterioration in our credit profile could increase our costs of borrowing money and limit our access to the capital markets and commercial credit, which could materially adversely affect our business, financial condition, results of operations and cash flows.

During the past three years, the credit markets and the financial services industry experienced a period of unprecedented turmoil and upheaval characterized by the bankruptcy, failure, collapse or sale of various financial institutions and an unprecedented level of intervention from the United States federal government. These circumstances and events led to reduced credit availability, tighter lending standards and higher interest rates on loans. While we cannot predict the future conditions of the credit markets, future turmoil in the credit markets could have a material adverse effect on our business, liquidity, financial condition and cash flows, particularly if our ability to borrow money from lenders or access the capital markets to finance our operations were to be impaired.

We may have received better terms from unaffiliated third parties than the terms we receive in our agreements with Marathon Oil.

The agreements we have entered into with Marathon Oil in connection with the spin-off, including the separation and distribution agreement, tax sharing agreement, employee matters agreement and transition services agreement, were negotiated in the context of the spin-off while we were still a wholly owned subsidiary of Marathon Oil. Accordingly, during the period in which the terms of those agreements were negotiated, we did

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not have an independent board of directors or a management team that was independent of Marathon Oil. As a result, the terms of those agreements may not reflect terms that would have resulted from arm’s-length negotiations between unaffiliated third parties. The terms of the agreements we negotiated in the context of the spin-off related to, among other things, the allocation of assets, liabilities, rights and other obligations between Marathon Oil and us. Arm’s-length negotiations between Marathon Oil and an unaffiliated third party in another form of transaction, such as a buyer in a sale of a business transaction, may have resulted in more favorable terms to the unaffiliated third party. See “Relationship with Marathon Oil After the Spin-Off—Agreements Between Marathon Oil and Us.”

Several members of our board of directors and management may have actual or potential conflicts of interest because of their ownership of shares of common stock of Marathon Oil.

Several members of our board of directors and management own common stock of Marathon Oil and/or options to purchase common stock of Marathon Oil because of their current or prior relationships with Marathon Oil, which could create, or appear to create, potential conflicts of interest when our directors and executive officers are faced with decisions that could have different implications for our company and Marathon Oil. See “Management.”

Risks Relating to Our Industry and Our Business

A substantial or extended decline in refining and marketing gross margins would reduce our operating results and cash flows and could materially adversely impact our future rate of growth and the carrying value of our assets.

Refining and marketing gross margins fluctuate widely. Our revenues, operating results, cash flows and future rate of growth are highly dependent on the margins we realize on our refined products. Our cost of producing refined products is influenced by a number of conditions, including the price of crude oil. We do not produce crude oil and must purchase all the crude oil we refine, and the price of that crude oil fluctuates due to a variety of worldwide market conditions. Generally, an increase or decrease in the price of crude oil affects our cost to produce gasoline and other refined products. However, the prices for crude oil and prices for our refined products can fluctuate in different directions based on global market conditions. In addition, the timing of the relative movement of the prices (both among different classes of refined products and among various global markets for similar refined products) as well as the overall change in refined product prices, can reduce profit margins. Historically, the markets for refined products have been volatile and may continue to be volatile in the future. Many of the factors influencing refining and marketing gross margins are beyond our control. These factors include:

• worldwide and domestic supplies of and demand for crude oil and refined products;

• the cost of crude oil to be manufactured into refined products;

• utilization rates of refineries;

• natural gas and electricity supply costs incurred by refineries;

• the ability of the members of the Organization of Petroleum Exporting Countries to agree to and maintain production controls;

• political instability or armed conflict in oil and natural gas producing regions;

• local weather conditions;

• natural disasters such as hurricanes and tornados;

• the price and availability of alternative and competing forms of energy;

• domestic and foreign governmental regulations and taxes; and

• local, regional, national and worldwide economic conditions.

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Some of these factors can vary by region and may change quickly, adding to market volatility, while others may have long-term effects. The long-term effects of these and other factors on refining and marketing gross margins are uncertain.

We purchase our refinery feedstocks weeks before refining and selling the refined products. Price level changes during the period between purchasing feedstocks and selling the refined products from these feedstocks could have a significant effect on our financial results. We also purchase refined products manufactured by others for sale to our customers. Price level changes during the periods between purchasing and selling those refined products also could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Lower refining and marketing gross margins may reduce the amount of refined product that we produce, which may reduce our revenues, operating income and cash flows. Significant reductions in refining and marketing gross margins could require us to reduce our capital expenditures or impair the carrying value of our assets.

The availability of crude oil and increases in crude oil prices may reduce our refining, marketing and transportation profitability and refining and marketing gross margins.

The profitability of our operations depends largely on the difference between the cost of crude oil and other feedstocks that we refine and the selling prices we obtain for refined products. A significant portion of our crude oil is purchased from various foreign national oil companies, producing companies and trading companies, including suppliers from the Middle East. These purchases are subject to political, geographic and economic risks attendant to doing business with suppliers located in that area of the world. Our overall profitability could be materially adversely affected by the availability of supply and rising crude oil and other feedstock prices that we do not recover in the marketplace. Refining and marketing gross margins historically have been volatile and vary with the level of economic activity in the various marketing areas, the regulatory climate, logistical capabilities and the available supply of refined products. Our overall profitability could be materially adversely affected by factors that affect those margins, such as rising refined product prices that we are not able to recover in the retail marketplace.

Changes in environmental or other laws or regulations may reduce our refining and marketing gross margins.

Various environmental, safety, health, security, marketing and pricing laws and regulations have imposed, and are expected to continue to impose, increasingly stringent and costly requirements on our operations, which may reduce our refining and marketing gross margins. Environmental laws and regulations, in particular, are subject to frequent change, and many of them have become and will continue to become more stringent.

We believe it is likely that the scientific and political attention to issues concerning the extent of, causes of, and responsibility for climate change will continue, with the potential for further laws and regulations that could affect our operations. Currently, various legislative and regulatory measures to address greenhouse gas emissions (including carbon dioxide, methane and nitrous oxides) are in various phases of review, discussion or implementation in the United States. These include proposed federal legislation and state actions to develop statewide or regional programs, each of which could impose reductions in greenhouse gas emissions. These actions could result in increased (1) costs to operate and maintain our facilities, (2) capital expenditures to install new emission controls on our facilities and (3) costs to administer and manage any potential greenhouse gas emissions regulations or carbon trading or tax programs. Although uncertain, these developments could increase our costs, reduce the demand for the products we sell and create delays in our obtaining air pollution permits for new or modified facilities.

Renewable fuels mandates have reduced and likely will further reduce demand for refined products. Tax incentives and other subsidies have made renewable fuels more competitive with refined products than they

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otherwise would have been, which may have reduced and may further reduce refined product margins and their ability to compete with renewable fuels. In 2007, the U.S. Congress passed the Energy Independence and Security Act (“EISA”), which, among other things, sets a target of 35 miles per gallon for the combined fleet of cars and light trucks in the United States by model year 2020, and contains a multiple-part Renewable Fuel Standard (“RFS2”). The RFS2 was 9.0 billion gallons of renewable fuel in 2008, and will increase to 36.0 billion gallons in 2022. In the near term, the RFS2 will be satisfied primarily with fuel ethanol blended into gasoline. The RFS2 presents production and logistics challenges for both the fuel ethanol and petroleum refining industries. The RFS2 has required, and may in the future continue to require, additional capital expenditures or expenses by us to accommodate increased fuel ethanol use. Within the overall 36.0 billion gallon RFS2, EISA establishes an advanced biofuel RFS2 that begins with 0.95 billion gallons in 2010 and increases to 21.0 billion gallons in 2022. Subsets within the advanced biofuel RFS2 include 1.15 billion gallons of biomass-based diesel in 2010 (due to combining the 2009 and 2010 volumes), which is capped at 1.0 billion gallons beginning in 2012, and 0.1 billion gallons of cellulosic biofuel in 2010, increasing to 16.0 gallons by 2022. The advanced biofuels programs will present specific challenges in that we may have to enter into arrangements with other parties to meet our obligations to use advanced biofuels, including biomass-based diesel and cellulosic biofuel, with potentially uncertain supplies of these new fuels. There will be compliance costs and uncertainties regarding how we will comply with the various requirements contained in this law and related regulations. We may experience a decrease in demand for refined petroleum products due to an increase in combined fleet mileage or due to refined petroleum products being replaced by renewable fuels.

Our operations and those of our predecessors could expose us to civil claims by third parties for alleged liability resulting from contamination of the environment or personal injuries caused by releases of crude oil, motor fuel and other substances. For example, we have been, and presently are, a defendant in lawsuits involving products liability and other claims related to alleged contamination of groundwater with the gasoline oxygenate methyl tertiary butyl ether (“MTBE”). We may become involved in further litigation or other proceedings, or we may be held responsible in existing or future litigation or proceedings, the costs of which could materially and adversely affect our business, financial condition, results of operations and cash flows.

We have in the past operated retail marketing sites with underground storage tanks (“USTs”) in various jurisdictions, and are currently operating retail marketing sites that have USTs in numerous states in the United States. Federal and state regulations and legislation govern the USTs, and compliance with those requirements can be costly. The operation of USTs also poses certain other risks, including damages associated with soil and groundwater contamination. Leaks from USTs which may occur at one or more of our retail marketing sites, or which may have occurred at our previously operated retail marketing sites, may impact soil or groundwater and could result in substantial cleanup costs, fines or civil liability for us. The discovery of additional contamination or the imposition of additional cleanup obligations at these or other sites in the future could result in significant additional costs.

We have in the past and will continue to dispose of various wastes at lawful disposal sites. Environmental laws including the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”) and similar state laws can impose liability for the entire cost of cleanup on any responsible party, without regard to negligence or fault, and impose liability on us for the conduct of others or conditions others have caused, or for our acts that complied with all applicable requirements when we performed them. See “Business—Environmental Matters” and “—Legal Proceedings.”

If foreign ownership of our stock exceeds certain levels, we could be prohibited from operating inland river vessels, which could materially and adversely affect our business, financial condition, results of operations and cash flows.

We are subject to a variety of U.S. federal statutes and regulations, including the Shipping Act of 1916, as amended, and the Merchant Marine Act of 1920, as amended, that govern the ownership and operation of certain vessels used to carry cargo between U.S. ports (collectively, the “Maritime Laws”). Generally, the Maritime

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Laws require that vessels engaged in U.S. coastwise trade, and corporations operating such vessels, must be owned by U.S. citizens. Although our certificate of incorporation contains provisions intended to assure compliance with these provisions of the Maritime Laws, if we fail to maintain compliance we would be prohibited from operating vessels in the U.S. inland waters during any period in which we did not comply with these regulations. Such a prohibition could materially and adversely affect our business, financial condition, results of operations and cash flows.

If we are unable to complete capital projects at their expected costs and in a timely manner, or if the market conditions assumed in our project economics deteriorate, our business, financial condition, results of operations and cash flows could be materially and adversely affected.

Delays or cost increases related to capital spending programs involving engineering, procurement and construction of facilities (including the upgrading and expansion of our Detroit refinery and improvements and repairs to our other facilities) could materially adversely affect our ability to achieve forecasted internal rates of return and operating results. Delays in making required changes or upgrades to our facilities could subject us to fines or penalties as well as affect our ability to supply certain products we produce. Such delays or cost increases may arise as a result of unpredictable factors, many of which are beyond our control, including:

• denial of or delay in receiving requisite regulatory approvals and/or permits;

• unplanned increases in the cost of construction materials or labor;

• disruptions in transportation of components or construction materials;

• adverse weather conditions, natural disasters or other events (such as equipment malfunctions, explosions, fires or spills) affecting our facilities, or those of vendors or suppliers;

• shortages of sufficiently skilled labor, or labor disagreements resulting in unplanned work stoppages;

• market-related increases in a project’s debt or equity financing costs; and

• nonperformance by, or disputes with, vendors, suppliers, contractors or subcontractors.

Any one or more of these factors could have a significant impact on our ongoing capital projects, including the upgrading and expansion of our Detroit refinery. If we were unable to make up the delays associated with such factors or to recover the related costs, or if market conditions change, it could materially and adversely affect our business, financial condition, results of operations and cash flows.

We will continue to incur substantial capital expenditures and operating costs as a result of compliance with, and changes in, environmental, health, safety and security laws and regulations, and, as a result, our business, financial condition, results of operations and cash flows could be materially and adversely affected.

Our businesses are subject to numerous laws, regulations and other requirements relating to the protection of the environment, including those relating to the discharge of materials into the environment, waste management, pollution prevention, greenhouse gas emissions, and characteristics and composition of gasoline and diesel fuels, as well as laws and regulations relating to public and employee safety and health and to facility security. We have incurred and will continue to incur substantial capital, operating and maintenance, and remediation expenditures as a result of these laws and regulations. To the extent these expenditures, as with all costs, are not ultimately reflected in the prices of our products and services, our operating results will be adversely affected. The specific impact of these laws and regulations on us and our competitors may vary depending on a number of factors, including the age and location of operating facilities, marketing areas, crude oil and feedstock sources, and production processes. We may also be required to make expenditures to modify operations, install pollution control equipment, perform site cleanups or curtail operations that could materially and adversely affect our business, financial condition, results of operations and cash flows. We may become subject to liabilities that we currently do not anticipate in connection with new, amended or more stringent requirements, stricter

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interpretations of existing requirements or the future discovery of contamination. In addition, any failure by us to comply with existing or future laws or regulations could result in civil penalties or criminal fines and other sanctions and enforcement actions against us.

Legislation or regulatory activity that impacts or could impact our operations includes, among others:

• In 2009, the U.S. Environmental Protection Agency (the “EPA”) issued a finding that greenhouse gas emissions contribute to air pollution that endangers public health and welfare. Related to the endangerment finding, in April 2010, the EPA finalized a greenhouse gas emission standard for mobile sources (cars and other light duty vehicles). The endangerment finding, along with the mobile source standard and EPA’s determination that greenhouse gases are subject to regulation under the U.S. Clean Air Act, as amended (the “Clean Air Act”), will lead to widespread regulation of stationary sources of greenhouse gas emissions. The EPA has issued a so-called tailoring rule to limit the applicability of the EPA’s major permitting programs to larger sources of greenhouse gas emissions, such as our refineries. Although legal challenges have been filed or are expected to be filed against these EPA actions, no final court decisions are expected for at least another year. The EPA has also issued its plan for establishing greenhouse gas emission standards under the Clean Air Act in 2011. Under this plan, the EPA will propose standards for refineries in December 2011 and will issue final standards in November 2012. Congress may continue to consider legislation on greenhouse gas emissions, which may include a delay in the implementation of greenhouse gas emissions regulations by the EPA.

• The Copenhagen Accord was reached in December 2009 with the United States pledging to reduce emissions 17 percent below 2005 levels by 2020.

• The State of California enacted legislation effective in 2007 capping California’s greenhouse gas emissions at 1990 levels by 2020 and directed its responsible state agency to adopt mandatory reporting rules for significant sources of greenhouse gases. We do not conduct business in California, but other states where we have operations could adopt similar greenhouse gas legislation.

Although there may be adverse financial impacts (including compliance costs, potential permitting delays and potential reduced demand for crude oil or certain refined products) associated with any legislation, regulation, EPA action or other action, the extent and magnitude of that impact cannot be reliably or accurately estimated due to the fact that various requirements have only recently been adopted and the present uncertainty regarding additional measures and how they may be implemented. Private-party litigation has also been brought against various emitters of greenhouse gas emissions, but we have not been named in any of those lawsuits.

Worldwide political and economic developments could materially and adversely impact our business, financial condition, results of operations and cash flows.

Local political and economic factors in global markets could have a material adverse effect on us. Continued hostilities in the Middle East and the occurrence or threat of future terrorist attacks could adversely affect the economies of the United States and other developed countries. A lower level of economic activity could result in a decline in energy consumption, which could cause our revenues and margins to decline and limit our future growth prospects. These risks could lead to increased volatility in prices for refined products. Additionally, these risks could increase instability in the financial and insurance markets and make it more difficult or costly for us to access capital and to obtain the insurance coverage that we consider adequate.

In addition, a significant portion of our feedstock requirements is satisfied through supplies originating in Saudi Arabia, Kuwait, Canada, Mexico and various other foreign countries. We are, therefore, subject to the political, geographic and economic risks attendant to doing business with suppliers located in, and supplies originating from, those areas. If one or more of our supply sources were eliminated, or if political events disrupt our traditional crude oil supply, we believe that adequate alternative supplies of crude oil would be available, but it is possible that we would be unable to find alternative sources of supply. If we are unable to obtain adequate crude oil

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volumes or are able to obtain such volumes only at unfavorable prices, our operations could be adversely affected, including reduced sales volumes of refined products or reduced margins as a result of higher crude oil costs, materially and adversely impacting our business, financial condition, results of operations and cash flows.

Actions of governments through tax and other legislation, executive order and commercial restrictions could reduce our operating profitability. The U.S. government can prevent or restrict us from doing business with foreign countries.

Competitors that produce their own supply of feedstocks, have more extensive retail outlets, or have greater financial resources may have a competitive advantage.

The downstream petroleum business is highly competitive, particularly with regard to accessing crude oil and feedstock supply and marketing refined products. We compete with many companies for available supplies of crude oil and other feedstocks and for outlets for our refined products. In addition, we compete with producers and marketers in other industries that supply alternative forms of energy and fuels to satisfy the requirements of our industrial, commercial and individual consumers. We do not produce any of our crude oil supply. Many of our competitors, however, obtain a significant portion of their crude oil from their own exploration and production activities and some have more extensive retail outlets than we have. Competitors that have their own exploration and production activities are at times able to offset losses from downstream operations with profits from upstream operations, and may be better positioned to withstand periods of depressed refined product margins or feedstock shortages.

Some of our competitors also have significantly greater financial and other resources than we have. Those competitors may have a greater ability to respond to volatile industry or market conditions, such as shortages of crude oil or other feedstocks or intense price fluctuations.

We also face strong competition in the market for the sale of retail gasoline, diesel and merchandise. Our competitors include service stations and convenience stores owned or operated by fully integrated major oil companies or their dealers or jobbers and other well-recognized national or regional retail outlets, often selling gasoline or merchandise at very competitive prices. In recent years, several non-traditional retailers, such as supermarkets, club stores and mass merchants, have entered the retail fuel business. These non-traditional gasoline retailers have obtained a significant share of the transportation fuels market, and we expect their market share to grow. Because of their diversity, integration of operations, experienced management and greater resources, these companies may be better able to withstand volatile market conditions or levels of low or no profitability in the retail segment of the market. In addition, these retailers may use promotional pricing or discounts, both at the pump and in the store, to encourage in-store merchandise sales. These activities by our competitors could pressure us to offer similar discounts, adversely affecting our profit margins. Additionally, the loss of market share by our retail fuel and convenience stores to these and other retailers relating to either gasoline or merchandise could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Our operations are subject to business interruptions and casualty losses. We do not insure against all potential losses and, therefore, our business, financial condition, results of operations and cash flows could be seriously harmed by unexpected liabilities and increased costs.

Our operations are subject to business interruptions due to scheduled refinery turnarounds and unplanned events such as explosions, fires, pipeline ruptures or other interruptions, crude oil or refined product spills, severe weather and labor disputes. For example, some of our pipelines provide the almost exclusive form of transportation of crude oil to, or refined products from, some of our refineries, and a prolonged interruption in service of any of these pipelines as a result of a pipeline rupture or due to any other reason could materially and adversely affect the operations, profitability and cash flows of the connected refinery. Similar risks may apply to third parties who transport crude oil and refined products to, from and among our facilities. Any prolonged,

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unplanned interruption in our operations could have a material adverse effect on our business, financial condition, results of operations and cash flows. Our operations are also subject to the additional hazards of pollution, releases of toxic gas and other environmental hazards and risks. These hazards could result in serious personal injury or loss of human life, significant damage to property and equipment, environmental pollution, impairment of operations and substantial losses to us. Various hazards have adversely affected us in the past, and damages resulting from a catastrophic occurrence in the future involving us or any of our assets or operations may result in our being named as a defendant in one or more lawsuits asserting potentially substantial claims or in our being assessed potentially substantial fines by governmental authorities.

We maintain insurance against many, but not all, potential losses or liabilities arising from operating hazards in amounts that we believe to be prudent. Uninsured losses and liabilities arising from operating hazards could reduce the funds available to us for capital and investment spending and could have a material adverse effect on our business, financial condition, results of operations and cash flows. Historically, we have maintained insurance coverage for physical damage and resulting business interruption to our major facilities, with significant self-insured retentions. In the future, we may not be able to maintain or obtain insurance of the type and amount we desire at reasonable rates. As a result of market conditions, premiums and deductibles for certain of our insurance policies have increased substantially and could escalate further. In some instances, certain insurance could become unavailable or available only for reduced amounts of coverage. For example, due to hurricane activity in recent years, the availability of insurance coverage for our facilities for windstorms in the Gulf of Mexico region has been reduced.

We are subject to interruptions of supply and increased costs as a result of our reliance on third-party transportation of crude oil and refined products.

We utilize the services of third parties to transport crude oil and refined products to and from our refineries. In addition to our own operational risks discussed above, we could experience interruptions of supply or increases in costs to deliver refined products to market if the ability of the pipelines or vessels to transport crude oil or refined products is disrupted because of weather events, accidents, governmental regulations or third-party actions. A prolonged disruption of the ability of a pipeline or vessels to transport crude oil or refined product to or from one or more of our refineries could have a material adverse effect on our business, financial condition, results of operation and cash flows.

Our operating results are seasonal and generally are lower in the first and fourth quarters of the year.

Demand for gasoline and diesel is higher during the spring and summer months than during the winter months in most of our markets due to seasonal increases in highway traffic. As a result, our operating results for the first and fourth quarters are generally lower than for those in the second and third quarters of each year.

We may incur losses as a result of our forward-contract activities and derivative transactions.

We currently use commodity derivative instruments, and we expect to enter into these types of transactions in the future, as well as derivative financial instruments such as interest rate swaps and interest rate cap agreements. If the instruments we utilize to hedge our exposure to various types of risk are not effective, we may incur losses.

Compliance with and changes in tax laws could materially and adversely affect our performance.

We are subject to extensive tax liabilities, including federal and state income taxes and transactional taxes such as excise, sales/use, payroll, franchise, withholding and property taxes. New tax laws and regulations and changes in existing tax laws and regulations could result in increased expenditures by us for tax liabilities in the future. Many of these liabilities are subject to periodic audits by taxing authorities. Subsequent changes to our tax liabilities as a result of these audits could subject us to interest and penalties.

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Litigation by private plaintiffs or government officials could materially and adversely affect our business, financial condition, results of operations and cash flows.

We currently are defending litigation and anticipate that we will be required to defend new litigation in the future. The subject matter of such litigation may include releases of hazardous substances from our facilities, products liability, consumer credit or privacy laws, product pricing or antitrust laws or any other laws or regulations that apply to our operations. While an adverse outcome in most litigation matters would not be expected to be material to us, in some litigation the plaintiff or plaintiffs seek alleged damages involving large classes of potential litigants, and may allege damages relating to extended periods of time or other alleged facts and circumstances that could increase the amount of potential damages. Attorneys general and other government officials may pursue litigation in which they seek to recover civil damages from companies on behalf of a state or its citizens for a variety of claims, including violation of consumer protection and product pricing laws or natural resources damages. We are defending litigation of that type and anticipate that we will be required to defend new litigation of that type in the future. If we are not able to successfully defend such litigation, it may result in liability to our company that could materially and adversely affect our business, financial condition, results of operations and cash flows. We do not have insurance covering all of these potential liabilities. In addition to substantial liability, plaintiffs in litigation may also seek injunctive relief which, if imposed, could have a material adverse effect on our future business, financial condition, results of operations and cash flows.

Distributions from our subsidiaries may be inadequate to fund our capital needs, payments on our indebtedness and dividends on our common stock.

As a holding company, we derive substantially all our income from, and hold substantially all of our assets through, our subsidiaries. As a result, we depend on distributions of funds from our subsidiaries to meet our capital needs and our payment obligations with respect to our indebtedness. Our operating subsidiaries are separate and distinct legal entities and have no obligation to pay any amounts due with respect to our indebtedness or to provide us with funds for our capital needs or our debt payment obligations, whether by dividends, distributions, loans or otherwise. In addition, provisions of applicable law, such as those restricting the legal sources of dividends, could limit our subsidiaries’ abilities to make payments or other distributions to us, or our subsidiaries could agree to contractual restrictions on their ability to make distributions.

Our rights with respect to the assets of any subsidiary and, therefore, the rights of our creditors with respect to those assets are effectively subordinated to the claims of that subsidiary’s creditors. In addition, if we were a creditor of any subsidiary, our rights as a creditor would be subordinate to any security interest in the assets of that subsidiary and any indebtedness of that subsidiary senior to that held by us.

If we cannot obtain funds from our subsidiaries as a result of restrictions under debt instruments, applicable laws and regulations or otherwise, we may not be able to meet our capital needs, pay interest or principal with respect to our indebtedness when due or pay dividends on our common stock, and we cannot assure you that we would be able to obtain the necessary funds from other sources on terms that will be acceptable to us.

The loss of the services of one or more of our key personnel, or our failure to attract, assimilate and retain trained personnel in the future, could disrupt our operations and result in loss of revenues.

Our success depends on the continued active participation of our executive officers and key operating personnel. The unexpected loss of the services of any one of these persons could adversely affect our operations.

Our operations require the services of employees having the technical training and experience necessary to obtain the proper operational results. As such, our operations depend, to a considerable extent, on the continuing availability of such personnel. If we should suffer any material loss of personnel to competitors or be unable to employ additional or replacement personnel with the requisite level of training and experience to adequately operate our business, our operations could be adversely affected. A significant increase in the wages paid by

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other employers could result in a reduction in our workforce, increases in wage rates, or both. If either of these events occurred for a significant period of time, our financial condition, results of operations and cash flows could be adversely impacted.

A portion of our workforce is unionized, and we may face labor disruptions that could materially and adversely affect our business, financial condition, results of operations and cash flows.

Approximately 30 percent of our refining employees are covered by collective bargaining agreements. The contracts for the hourly workers at our Catlettsburg and Canton refineries are scheduled to expire in January 2012, and the contracts for the hourly workers at our Texas City and Detroit refineries are scheduled to expire in March 2012 and January 2014, respectively. We cannot assure you that these contracts will not be renewed at an increased cost to us or that we will not experience work stoppages in the future as a result of labor disagreements.

Risks Relating to Ownership of Our Common Stock

Because there has not been any public market for our common stock, the market price and trading volume of our common stock may be volatile and you may not be able to resell your shares at or above the initial market price of our common stock following the spin-off.

Prior to the spin-off, there will have been no trading market for our common stock. We cannot assure you that an active trading market will develop or be sustained for our common stock after the spin-off, nor can we predict the prices at which our common stock will trade after the spin-off. The market price of our common stock could fluctuate significantly due to a number of factors, many of which are beyond our control, including:

• fluctuations in our quarterly or annual earnings results or those of other companies in our industry;

• failures of our operating results to meet the estimates of securities analysts or the expectations of our stockholders or changes by securities analysts in their estimates of our future earnings;

• announcements by us or our customers, suppliers or competitors;

• changes in laws or regulations which adversely affect our industry or us;

• changes in accounting standards, policies, guidance, interpretations or principles;

• general economic, industry and stock market conditions;

• future sales of our common stock by our stockholders;

• future issuances of our common stock by us; and

• the other factors described in these “Risk Factors” and other parts of this information statement.

A large number of our shares are or will be eligible for future sale, which may cause the market price for our common stock to decline.

Upon completion of the spin-off, we will have outstanding an aggregate of approximately 356 million shares of our common stock. Virtually all of those shares will be freely tradable without restriction or registration under the Securities Act of 1933. We are unable to predict whether large amounts of our common stock will be sold in the open market following the spin-off. We are also unable to predict whether a sufficient number of buyers would be in the market at that time. As discussed in the immediately following risk factor, certain Marathon Oil stockholders may be required to sell shares of our common stock that they receive in the spin-off. In addition, it is possible that other Marathon Oil stockholders will sell the shares of our common stock they receive in the spin-off for various reasons. For example, such stockholders may not believe that our business profile or level of market capitalization as an independent company fits their investment objectives. The sale of significant amounts of our common stock or the perception in the market that this will occur may lower the market price of our common stock.

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If our common stock is not included in the Standard & Poor’s 500 Index or other stock indices, significant amounts of our common stock could be sold in the open market where they may not meet with offsetting new demand.

A portion of Marathon Oil’s outstanding common stock is held by index funds tied to the Standard & Poor’s 500 Index or other stock indices. Based on a review of publicly available information as of December 31, 2010, we believe that at least 17% of Marathon Oil’s outstanding common stock is held by index funds. We expect that our common stock will be included in the Standard & Poor’s 500 Index. To the extent that our common stock is not included in other stock indices at the time of the spin-off, index funds currently holding shares of Marathon Oil common stock will be required to sell the shares of our common stock they receive in the spin-off. We can provide no assurance that there will be sufficient new buying interest to offset sales by those index funds. Accordingly, our common stock could experience a high level of volatility immediately following the spin-off and, as a result, the price of our common stock could be adversely affected.

Provisions in our corporate documents and Delaware law could delay or prevent a change in control of our company, even if that change may be considered beneficial by some of our stockholders.

The existence of some provisions of our certificate of incorporation and bylaws and Delaware law could discourage, delay or prevent a change in control of our company that a stockholder may consider favorable. These include provisions:

• providing that our board of directors fixes the number of members of the board;

• providing for the division of our board of directors into three classes with staggered terms;

• providing that only our board may fill board vacancies;

• limiting who may call special meetings of stockholders;

• prohibiting stockholder action by written consent, thereby requiring stockholder action to be taken at a meeting of the stockholders;

• establishing advance notice requirements for nominations of candidates for election to our board of directors or for proposing matters that can be acted on by stockholders at stockholder meetings;

• establishing supermajority vote requirements for certain amendments to our certificate of incorporation and stockholder proposals for amendments to our bylaws;

• providing that our directors may only be removed for cause;

• authorizing a large number of shares of common stock that are not yet issued, which would allow our board of directors to issue shares to persons friendly to current management, thereby protecting the continuity of our management, or which could be used to dilute the stock ownership of persons seeking to obtain control of us; and

• authorizing the issuance of “blank check” preferred stock, which could be issued by our board of directors to increase the number of outstanding shares and thwart a takeover attempt.

In addition, following the spin-off, we will be subject to Section 203 of the Delaware General Corporation Law, which may have an anti-takeover effect with respect to transactions not approved in advance by our board of directors, including discouraging takeover attempts that might result in a premium over the market price for shares of our common stock.

We believe these provisions protect our stockholders from coercive or otherwise unfair takeover tactics by requiring potential acquirors to negotiate with our board of directors and by providing our board of directors with more time to assess any acquisition proposal, and are not intended to make our company immune from takeovers. However, these provisions apply even if the offer may be considered beneficial by some stockholders and could delay or prevent an acquisition that our board of directors determines is not in the best interests of our company and our stockholders. See “Description of Capital Stock—Anti-Takeover Effects of Provisions of our Certificate of Incorporation and Bylaws.”

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Provisions in our certificate of incorporation that limit ownership of our capital stock by non-U.S. citizens may adversely affect the liquidity of our capital stock.

To facilitate compliance with the Maritime Laws, our certificate of incorporation limits the aggregate percentage ownership by non-U.S. citizens of our common stock or any other class of our capital stock to 23% of the outstanding shares. We may prohibit transfers that would cause ownership of our common stock or any other class of our capital stock by non-U.S. citizens to exceed 23%. Our certificate of incorporation also authorizes us to effect any and all measures necessary or desirable to monitor and limit foreign ownership of our common stock or any other class of our capital stock. These limitations could have an adverse impact on the liquidity of the market for our common stock following the spin-off if holders are unable to transfer shares to non-U.S. citizens due to the limitations on ownership by non-U.S. citizens. Any such limitation on the liquidity of the market for our common stock could adversely impact the market price of our common stock.

We may issue preferred stock with terms that could dilute the voting power or reduce the value of our common stock.

Our certificate of incorporation authorizes us to issue, without the approval of our stockholders, one or more classes or series of preferred stock having such designation, powers, preferences and relative, participating, optional and other special rights, including preferences over our common stock respecting dividends and distributions, as our board of directors generally may determine. The terms of one or more classes or series of preferred stock could dilute the voting power or reduce the value of our common stock. For example, we could grant holders of preferred stock the right to elect some number of our directors in all events or on the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences we could assign to holders of preferred stock could affect the residual value of the common stock. See “Description of Capital Stock—Preferred Stock.”

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This information statement includes forward-looking statements. You can identify our forward-looking statements by words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “plan,” “predict,” “project,” “seek,” “target,” “could,” “may,” “should” or “would” or other similar expressions that convey the uncertainty of future events or outcomes. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements contained in this information statement.

Forward-looking statements include, but are not limited to, statements that relate to, or statements that are subject to risks, contingencies or uncertainties that relate to:

• the spin-off, as well as the anticipated effects of restructuring or reorganization of business components;

• future levels of revenues, refining and marketing gross margins, retail gasoline and distillate gross margins, merchandise margins, income from operations, net income or earnings per share;

• anticipated volumes of feedstock, throughput, sales or shipments of refined products;

• anticipated levels of regional, national and worldwide prices of hydrocarbons and refined products;

• anticipated levels of crude oil and refined product inventories;

• future levels of capital, environmental or maintenance expenditures and general and administrative and other expenses;

• the success or timing of completion of ongoing or anticipated capital or maintenance projects;

• expectations regarding the acquisition or divestiture of assets;

• the potential effects of judicial or other proceedings on our business, financial condition results of operations and cash flows; and

• the anticipated effects of actions of third parties such as competitors, or federal, foreign, state or local regulatory authorities, or plaintiffs in litigation.

We have based our forward-looking statements on our current expectations, estimates and projections about our industry and our company. We caution that these statements are not guarantees of future performance and you should not rely unduly on them, as they involve risks, uncertainties, and assumptions that we cannot predict. In addition, we have based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. While our management considers these assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. Accordingly, our actual results may differ materially from the future performance that we have expressed or forecast in our forward-looking statements. Differences between actual results and any future performance suggested in our forward-looking statements could result from a variety of factors, including the following:

• changes in general economic, market or business conditions;

• the domestic and foreign supplies of crude oil and other feedstocks;

• the ability of the members of the Organization of Petroleum Exporting Countries (“OPEC”) to agree on and to influence crude oil price and production controls;

• the domestic and foreign supplies of refined products such as gasoline, diesel fuel, jet fuel, home heating oil and petrochemicals;

• the level of foreign imports of refined products;

• refining industry overcapacity or undercapacity;

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• changes in the cost or availability of third-party vessels, pipelines and other means of transportation for crude oil feedstocks and refined products;

• the price, availability and acceptance of alternative fuels and alternative-fuel vehicles and laws mandating such fuels or vehicles;

• fluctuations in consumer demand for refined products, including seasonal fluctuations;

• political and economic conditions in nations that consume refined products, including the United States, and in crude oil producing regions, including the Middle East, Africa and South America;

• the actions taken by our competitors, including pricing adjustments, expansion of retail activities, and the expansion and retirement of refining capacity in response to market conditions;

• changes in fuel and utility costs for our facilities;

• delay of, cancellation of or failure to implement planned capital projects and realize the benefits projected for such projects, or cost overruns associated with such projects;

• accidents or other unscheduled shutdowns affecting our refineries, machinery, pipelines or equipment, or those of our suppliers or customers;

• earthquakes, hurricanes, tornadoes, other natural disasters and irregular weather, which can unforeseeably affect the price or availability of crude oil and other feedstocks and refined products;

• acts of terrorism aimed at either our facilities or other facilities that could impair our ability to produce or transport refined products or receive feedstocks;

• legislative or regulatory action, including the introduction, enactment or modification of federal, state, municipal or foreign legislation or rulemakings, which may adversely affect our business or operations;

• rulings, judgments or settlements in litigation or other legal, tax or regulatory matters, including unexpected environmental remediation costs, in excess of any reserves or insurance coverage;

• labor and material shortages;

• the maintenance of satisfactory relationships with labor unions and joint venture partners;

• the ability and willingness of parties with whom we have material relationships to perform their obligations to us;

• changes in the credit ratings assigned to our debt securities and trade credit and changes affecting the credit markets generally; and

• the other factors described under the heading “Risk Factors” and in other parts of this information statement.

Neither we nor Marathon Oil undertakes any obligation to update the forward-looking statements included in this information statement to reflect events or circumstances after the date of this information statement, unless we are required by applicable securities laws to do so.

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THE SPIN-OFF

General

The board of directors of Marathon Oil regularly reviews the various operations conducted by Marathon Oil to ensure that resources are deployed and activities are pursued in the best interest of its stockholders. On January 13, 2011, Marathon Oil announced that its board of directors had authorized its management to take various actions in contemplation of the distribution of our common stock to Marathon Oil’s stockholders in a spin-off transaction. This authorization is subject to, among other things, the conditions described below under “—Spin-Off Conditions and Termination.”

We are currently a wholly owned subsidiary of Marathon Oil. Our company was incorporated in Delaware as of November 9, 2009, in conjunction with an internal restructuring. Marathon Oil will transfer to us the capital stock or other equity interests in subsidiaries that own generally all the assets, and are obligated on generally all the liabilities, comprising Marathon Oil’s refining, marketing and transportation business, which Marathon Oil intends to separate from its other operations.

We will be separated from Marathon Oil and will become an independent, publicly traded company through a pro rata distribution of 100% of our outstanding common stock to Marathon Oil’s stockholders, which we refer to as the distribution or the spin-off, on June 30, 2011, the distribution date. As a result of the spin-off, each holder of Marathon Oil common stock as of 5:00 p.m. New York City Time on June 27, 2011, the record date, will be entitled to:

• receive one share of our common stock for every two shares of Marathon Oil common stock owned by such holder; and

• retain such holder’s shares in Marathon Oil.

Marathon Oil stockholders will not be required to pay for shares of our common stock received in the spin-off or to surrender or exchange shares of Marathon Oil common stock in order to receive our common stock or to take any other action in connection with the spin-off. No vote of Marathon Oil stockholders is required or sought in connection with the spin-off, and Marathon Oil stockholders have no appraisal rights in connection with the spin-off.

Reasons for the Spin-Off

Marathon Oil’s board and management believe that our separation from Marathon Oil will provide the following benefits:

• enhance the flexibility of the management team of each company to make business and operational decisions that are in the best interests of its business and to allocate capital and corporate resources in a manner that focuses on achieving its own strategic priorities;

• facilitate growth of Marathon Oil’s and MPC’s businesses;

• improve investor understanding of the separate businesses of Marathon Oil and MPC and facilitate valuation assessments for the securities of both companies, which should appeal to the different investor bases of the upstream and downstream businesses; and

• enhance the ability of each company to attract employees with appropriate skill sets, to incentivize its key employees with equity based compensation that is aligned with the performance of its own operations and to retain key employees for the long term.

Enhancing business and operational decision making

Marathon Oil’s board of directors and management also took into account the fact that the differing market dynamics require fundamentally different business strategies and offer significantly different business

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opportunities for growth. They determined that the spin-off should allow the management team of each company to focus on its strategic priorities and make business and operational decisions that are in the best interest of its operations, taking into consideration the different challenges and opportunities and different financial profiles and capital needs pertinent to its business. As separate companies, each will be able independently to prioritize allocation of resources and capital in support of its business strategies. For example, we have substantial internal growth projects, including a refinery upgrade project at our Detroit, Michigan refinery that requires a significant deployment of capital. This project has effectively competed with other investment opportunities within Marathon Oil. As separate companies, each of Marathon Oil and our company will no longer have to compete for investment capital with the other, and each would be in a position to pursue a growth strategy to optimize its own operations. By eliminating the necessary time and resources required to resolve conflicting business priorities and strategic needs, the two businesses will be better able to compete through quicker decision making, more efficient deployment of capital and corporate resources and enhanced responsiveness to market demands.

Facilitating growth of Marathon Oil’s and MPC’s Businesses

The anticipated expansion and realignment of the existing stockholder base discussed above is expected to give each of Marathon Oil and us a reduced cost of equity, improving the ability of each of Marathon Oil and us to fund growth objectives.

Marathon Oil’s board of directors and management do not expect that the spin-off will improve access to debt markets, particularly for us. As integration has enhanced Marathon Oil’s scale and diversity of operations, given the countercyclical nature of upstream and downstream operations, the separation of the two businesses may lead to an increase in the overall cost of debt funding and a decrease in overall debt capacity. Nonetheless, Marathon Oil’s board of directors and management concluded that the spin-off should not reduce debt financing alternatives meaningfully in a manner that would outweigh the other benefits of the spin-off.

Improving investor understanding of the separate businesses

Our petroleum downstream operations are significantly different from Marathon Oil’s upstream operations, which include U.S. and international oil and gas exploration and production operations, integrated gas operations and oil sands mining operations. These operations are driven by differing market dynamics and economic factors. Key drivers of Marathon Oil’s upstream operations include supply, demand and prices of crude oil and natural gas, the ability to discover, acquire and develop reserves, the control of operating and finding and development costs and the availability of substitute energy sources such as coal or alternative fuels. Upstream companies are typically capital intensive throughout the entire business cycle and must continuously deploy significant amounts of capital to maintain production and revenue growth. In contrast, our downstream operations are driven primarily by the difference between prices of the crude oil and other feedstocks we purchase and the prices we obtain for the refined products we sell. Key drivers include throughput rates and capacity utilization feedstock flexibility, feedstock costs, yields of refined products and transportation and storage costs. These differing market dynamics and other economic factors require fundamentally different informational inputs to assess the performance of the upstream and downstream businesses.

Marathon Oil’s board of directors and management concluded that, as part of an integrated business, Marathon Oil’s upstream operations and our downstream operations have not been appropriately appreciated or understood by investors and, as a result, have not been fully valued in the market for Marathon Oil’s common stock. They believe that the spin-off will improve the investment community’s visibility into and understanding of each of Marathon Oil’s upstream operations and our downstream operations, particularly as each company is able to provide more focused and targeted communication to the market regarding its own business strategies, assets, operational performance, financial achievements and management teams. In addition, Marathon Oil’s board of directors and management concluded that, because the separation of the upstream and downstream operations will allow investors to invest in the stock of Marathon Oil and our company in accordance with differing investment preferences, each of Marathon Oil and our company will be more likely to attract an

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investor base that has a deeper understanding and interest in the businesses of the separate companies. Marathon Oil’s board of directors and management noted that there are many large investors in other separate upstream companies and downstream companies who are not currently stockholders of Marathon Oil, and that the spin-off should provide the opportunity for Marathon Oil and us collectively to expand and realign our stockholder bases.

Enhancing ability to attract, retain and appropriately reward key employees

The management skills required to run a successful upstream business are different from those required to run a successful downstream business. Marathon Oil’s board of directors and management concluded that separating the two businesses should improve both businesses’ ability to attract managers with the appropriate skill sets. In addition, they concluded that the proposed separation will allow each company to provide incentive compensation to its key employees in the form of equity-based incentive compensation that is better aligned with the performance of each business. By separating the two companies, management of each should be in an improved position to attract employees with the correct skill set, to motivate them appropriately, and to retain them for the long term.

Results of the Spin-Off

After the spin-off, we will be an independent, publicly traded company. Immediately following the spin-off, we expect that approximately 356 million shares of our common stock will be issued and outstanding, based on the distribution of one share of our common stock for every two shares of Marathon Oil common stock outstanding and the anticipated number of shares of Marathon Oil common stock outstanding as of the record date. The actual number of shares of our common stock to be distributed will be determined based on the number of shares Marathon Oil common stock outstanding as of the record date.

We and Marathon Oil are parties to a number of agreements that govern the spin-off and our future relationship. For a more detailed description of these agreements, please see “Relationship with Marathon Oil After the Spin-Off—Agreements Between Marathon Oil and Us.”

You will not be required to make any payment for the shares of MPC common stock you receive, nor will you be required to surrender or exchange your shares of Marathon Oil common stock or take any other action in order to receive the shares of MPC common stock to which you are entitled. The spin-off will not affect the number of outstanding shares of Marathon Oil common stock or any rights of Marathon Oil stockholders, although it will affect the market value of the outstanding Marathon Oil common stock.

Manner of Effecting the Spin-Off

The general terms and conditions relating to the spin-off are set forth in a separation and distribution agreement between Marathon Oil and us. For a description of the terms of that agreement, see “Relationship with Marathon Oil After the Spin-Off—Agreements Between Marathon Oil and Us—Separation and Distribution Agreement.” Under the separation and distribution agreement, the spin-off will be effective on the distribution date. As a result of the spin-off, each Marathon Oil stockholder will be entitled to receive one share of our common stock for every two shares of Marathon Oil common stock owned on the record date. As discussed under “—Trading of Marathon Oil Common Stock After the Record Date and Prior to the Distribution,” if a holder of record of Marathon Oil common stock sells those shares in the “regular way” market after the record date and prior to the distribution, that stockholder also will be selling the right to receive shares of our common stock in the distribution. The distribution will be made in book-entry form. For registered Marathon Oil stockholders, our transfer agent will credit their shares of our common stock to book-entry accounts established to hold their shares of our common stock. Book-entry refers to a method of recording stock ownership in our records in which no physical certificates are issued. For stockholders who own Marathon Oil common stock through a bank or brokerage firm, their shares of our common stock will be credited to their accounts by the bank or broker. See “—When and How You Will Receive MPC Shares” below. Each share of our common stock that

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is distributed will be validly issued, fully paid and nonassessable. Holders of shares of our common stock will not be entitled to preemptive rights. See “Description of Capital Stock.” Following the spin-off, stockholders whose shares are held in book-entry form may request the transfer of their shares of our common stock to a brokerage or other account at any time, without charge.

When and How You Will Receive MPC Shares

On the distribution date, Marathon Oil will release its shares of our common stock for distribution by Computershare Trust Company, N.A., the distribution agent. The distribution agent will cause the shares of our common stock to which you are entitled to be registered in your name or in the “street name” of your bank or brokerage firm.

“Street Name” Holders. Many Marathon Oil stockholders have Marathon Oil common stock held in an account with a bank or brokerage firm. If this applies to you, that bank or brokerage firm is the registered holder that holds the shares on your behalf. For stockholders who hold their Marathon Oil common stock in an account with a bank or brokerage firm, our common stock being distributed will be registered in the “street name” of your bank or broker, who in turn will electronically credit your account with the shares that you are entitled to receive in the distribution. We anticipate that banks and brokers will generally credit their customers’ accounts with our common stock on or shortly after the distribution date. We encourage you to contact your bank or broker if you have any questions regarding the mechanics of having your shares credited to your account.

Registered Holders. If you are the registered holder of Marathon Oil common stock and hold your Marathon Oil common stock either in physical form or in book-entry form, the shares of our common stock distributed to you will be registered in your name and you will become the holder of record of that number of shares of our common stock. Our distribution agent will send you a statement reflecting your ownership of our common stock.

Direct Registration System. As part of the spin-off, we will be adopting a direct registration system for book-entry share registration and transfer of our common stock. The shares of our common stock to be distributed in the spin-off will be distributed as uncertificated shares registered in book-entry form through the direct registration system. No certificates representing your shares will be mailed to you in connection with the spin-off. Under the direct registration system, instead of receiving stock certificates, you will receive a statement reflecting your ownership interest in our shares. The distribution agent will begin mailing book-entry account statements reflecting your ownership of shares promptly after the distribution date. You can obtain more information regarding the direct registration system by contacting our transfer agent and registrar.

Treatment of Fractional Shares

The transfer agent will aggregate all fractional shares and sell them on behalf of those holders who otherwise would be entitled to receive a fractional share. We anticipate that these sales will occur as soon as practicable after the distribution date. Those holders will then receive a cash payment in the form of a check in an amount equal to their pro rata share of the total net proceeds of those sales. Your check for any cash that you may be entitled to receive instead of fractional shares of our common stock will be mailed to you.

It is expected that all fractional shares held in street name will be aggregated and sold by brokers or other nominees according to their standard procedures. You should contact your broker or other nominee for additional details.

None of Marathon Oil, our company or the transfer agent will guarantee any minimum sale price for the fractional shares of our common stock. Neither we nor Marathon Oil will pay any interest on the proceeds from the sale of fractional shares. The receipt of cash in lieu of fractional shares will generally be taxable to the recipient stockholders. See “—Material U.S. Federal Income Tax Consequences of the Spin-Off.”

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Transferability of Shares You Receive

The shares of our common stock distributed to Marathon Oil stockholders will be freely transferable, except for shares received by persons who may be deemed to be our “affiliates” under the Securities Act of 1933, as amended, or the Securities Act. Persons who may be deemed to be our affiliates after the spin-off generally include individuals or entities that control, are controlled by, or are under common control with us, and include our directors and certain of our officers. Our affiliates will be permitted to sell their shares of MPC common stock only pursuant to an effective registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act, such as the exemption afforded by Rule 144.

Under Rule 144, an affiliate may not sell within any three-month period shares of our common stock in excess of the greater of:

• 1% of the then outstanding number of shares of our common stock; and

• the average weekly trading volume of our common stock on the NYSE during the four calendar weeks preceding the filing of a notice with the SEC on Form 144 with respect to such sale.

Sales under Rule 144 are also subject to certain provisions regarding the manner of sale, notice requirements and availability of current public information about us.

Stock-Based Plans

In connection with the spin-off, 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 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

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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.

• 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.

For additional information on the treatment of Marathon Oil equity-based compensation awards, see “Relationship with Marathon Oil After the Spin-Off—Agreements Between Marathon Oil and Us—Employee Matters Agreement.”

Material U.S. Federal Income Tax Consequences of the Spin-Off

The following is a discussion of the material U.S. federal income tax consequences to us, Marathon Oil and U.S. Holders (as defined below) and Non-U.S. Holders (as defined below) of Marathon Oil common stock as a result of the distribution of our common stock to holders of Marathon Oil common stock in the spin-off. This discussion does not address U.S. federal income tax considerations that affect the treatment of a stockholder who may be subject to special treatment under the Code (for example, stockholders who acquired Marathon Oil common stock as compensation or stockholders that are insurance companies, financial institutions, dealers in securities or tax-exempt organizations). Your individual circumstances may affect the tax consequences of the

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distribution of our common stock to you in the spin-off. In addition, no information is provided in this discussion regarding tax consequences under applicable foreign, state, local or other laws, other than U.S. federal income tax laws. The distribution may be taxable to you under such foreign, state, local and other laws. Further, this discussion is based on provisions of the Code, applicable Treasury regulations thereunder, IRS rulings and judicial decisions, each as in effect as of the date of this information statement. Future legislative, administrative or judicial changes or interpretations could affect the accuracy of the statements set forth in this discussion, and could apply retroactively. You are advised to consult your own tax advisor as to the specific tax consequences of the distribution of the MPC common stock to you in the spin-off.

For purposes of this discussion, a U.S. Holder is a beneficial owner of Marathon Oil common stock that is, for U.S. federal income tax purposes:

• an individual who is a citizen or resident of the United States;

• a corporation (or other entity taxable as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States or any state thereof (including the District of Columbia);

• an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

• a trust, if (1) a court within the United States is able to exercise primary supervision over its administration and one or more U.S. persons have the authority to control all of the substantial decisions of such trust or (2) in the case of a trust that was treated as a domestic trust under the law in effect before 1997, a valid election is in place under applicable Treasury regulations.

A Non-U.S. Holder is a beneficial owner (other than an entity treated as a partnership or other pass-through entity for U.S. federal income tax purposes) of shares of Marathon Oil common stock who is not a U.S. Holder.

If a partnership (including any entity treated as a partnership for U.S. federal income tax purposes) holds Marathon Oil common stock, the tax treatment of a partner will generally depend on the status of the partner and on the activities of the partnership. Partners in a partnership holding Marathon Oil common stock should consult their own tax advisors regarding the tax consequences of the spin-off.

For a description of the agreements under which we and Marathon Oil have provided for tax sharing and other tax matters, see “Relationship with Marathon Oil After the Spin-Off—Agreements Between Marathon Oil and Us—Tax Sharing Agreement.”

Material U.S. Federal Income Tax Consequences of the Spin-Off to U.S. Holders

Tax-Free Status of the Spin-Off. Marathon Oil has received a private letter ruling from the IRS to the effect that, for United States federal income tax purposes:

• No gain or loss will be recognized by (and no amount will be included in the income of) the stockholders of Marathon Oil upon the receipt of the stock of MPC in connection with the spin-off, other than with respect to fractional shares of our common stock for which cash is received.

• No gain or loss will be recognized by Marathon Oil on the distribution of the stock of MPC in connection with the spin-off.

• No gain or loss will be recognized by Marathon Oil or certain other members of its consolidated tax reporting group as a result of certain internal restructuring transactions undertaken in connection with the spin-off.

• The basis of the Marathon Oil shares in the hands of the stockholders of Marathon Oil will be allocated between the Marathon Oil shares and the MPC shares received in the spin-off in proportion to their fair market values effective with the spin-off.

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• The holding period of the stock of MPC to be received by the Marathon Oil stockholders will include the holding period of the Marathon Oil stock held by each such stockholder prior to the distribution, provided that the shares of Marathon Oil were held as a capital asset on the date of the distribution.

• A Marathon Oil stockholder that receives cash in lieu of a fractional share of our common stock pursuant to the spin-off should generally recognize capital gain or loss, provided that the fractional share is considered to be held as a capital asset, measured by the difference between the cash received for such fractional share and the stockholder’s tax basis in that fractional share, as determined above.

• Proper allocation of earnings and profits between Marathon Oil and MPC will be made.

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 spin-off is conditioned on the receipt by Marathon Oil of an opinion of Bingham McCutchen LLP, special tax counsel for Marathon Oil (or other nationally recognized tax counsel), in form and substance satisfactory to Marathon Oil, to the effect that the distribution of shares of MPC common stock in the spin-off will qualify as tax-free to us, Marathon Oil and Marathon Oil stockholders for U.S. federal income tax purposes under Sections 355 and 368(a) and related provisions of the Code, and that certain internal restructuring transactions undertaken in connection with the spin-off generally will be tax-free to us, Marathon Oil and other members of the Marathon Oil consolidated tax reporting group. The opinion will address the principal matters upon which the IRS will not rule and will rely on the private letter ruling as to matters covered by the private letter ruling. The opinion will rely on, among other things, the continuing validity of the private letter ruling and various assumptions and representations as to factual matters and certain undertakings made by Marathon Oil and us, which, if inaccurate or incomplete in any material respect, would jeopardize the conclusions reached by such counsel in its opinion. The opinion will not be binding on the IRS or the courts, and there can be no assurance that the IRS will not challenge the qualification of the spin-off as a transaction under Sections 355 and 368(a) of the Code or that any such challenge would not prevail.

If the distribution of shares of MPC common stock in the spin-off were not to qualify as a tax-free distribution for U.S. federal income tax purposes, then each stockholder of Marathon Oil receiving shares of MPC common stock in the spin-off would generally be treated as receiving a taxable distribution in an amount equal to the fair market value of the MPC common stock received to the extent of Marathon Oil’s current and accumulated earnings and profits. Any amount that exceeds Marathon Oil’s earnings and profits would be treated first as a nontaxable return of capital to the extent of such stockholder’s tax basis in its shares of Marathon Oil common stock, with any remaining amount being taxed as a capital gain. In addition, Marathon Oil would recognize a taxable gain equal to the excess of the fair market value of the MPC common stock distributed over Marathon Oil’s adjusted tax basis in such stock. Taxable distributions of MPC common stock may be subject to “backup withholding,” subject to various exceptions, as described below under “—Cash in Lieu of Fractional Shares.”

Even if the distribution of shares of MPC common stock in the spin-off otherwise qualifies as a tax-free distribution, such distribution (or certain related internal restructuring transactions) might be taxable to Marathon Oil or its affiliates under Section 355(e) of the Code if 50% or more of either the total voting power or the total fair market value of the stock of Marathon Oil or MPC is acquired as part of a plan or series of related transactions that includes the spin-off. If Section 355(e) applies as a result of such an acquisition, Marathon Oil or its affiliates would recognize a taxable gain as described above, but the spin-off would generally be tax free to Marathon Oil stockholders. Under some circumstances, the tax sharing agreement would require us to indemnify Marathon Oil for the tax liability associated with the taxable gain. See “Relationship with Marathon Oil After the Spin-Off—Agreements Between Marathon Oil and Us—Tax Sharing Agreement.”

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Indemnification. Under the tax sharing agreement between Marathon Oil and us, we have agreed to indemnify Marathon Oil and its affiliates if we take, or fail to take, any action where such action, or failure to act, precludes the spin-off or the related internal restructuring transactions from qualifying as tax-free transactions. See “Relationship with Marathon Oil After the Spin-Off—Agreements Between Marathon Oil and Us.”

Cash in Lieu of Fractional Shares. A holder who receives cash in lieu of a fractional share of our common stock in connection with the spin-off will generally recognize capital gain or loss measured by the difference between the cash received for such fractional share and the holder’s tax basis in the fractional share. An individual U.S. holder would generally be subject to U.S. federal income tax at a maximum rate of 15% on any such capital gain, assuming that the U.S. holder had held all of its Marathon Oil common stock for more than one year. A payment of cash in lieu of a fractional share of our common stock made in connection with the spin-off may, under certain circumstances, be subject to “backup withholding” unless a holder provides proof of an applicable exemption or a correct taxpayer identification number, and otherwise complies with the requirements of the backup withholding rules. Corporations will generally be exempt from backup withholding, but may be required to provide a certification to establish their entitlement to exemption. Backup withholding does not constitute an additional tax, but is merely an advance payment that may be refunded or credited against a holder’s U.S. federal income tax liability if the required information is supplied to the IRS.

Information Reporting. Current Treasury regulations require certain “significant” Marathon Oil stockholders (who immediately before the spin-off own 5% or more of Marathon Oil common stock) who receive MPC common stock pursuant to the spin-off to attach to such stockholder’s U.S. federal income tax return for the year in which the spin-off occurs a detailed statement setting forth such data as may be appropriate in order to show the applicability to the spin-off of Section 355 of the Code. Marathon Oil will provide appropriate information to allow this requirement to be met.

Material U.S. Federal Income Tax Consequences of the Spin-Off to Non-U.S. Holders

Distribution of MPC Stock. Provided that the distribution of shares of our common stock in the spin-off qualifies as a tax-free distribution for U.S. federal income tax purposes, Non-U.S. Holders receiving stock in the spin-off will not be subject to U.S. federal income tax on any gain realized on the receipt of our common stock so long as either (1) Marathon Oil is not a “United States real property holding corporation” (“USRPHC”) for U.S. federal income tax purposes on certain dates during the shorter of the five-year period ending on the distribution date or the Non-U.S. Holder’s holding period, or (2) Marathon Oil is or has been a USRPHC during the relevant period described above and we qualify as a USRPHC on a stand-alone basis immediately before and after the spin-off.

In general, either Marathon Oil or we will be a USRPHC during the relevant periods described above if 50 percent or more of the fair market value of the respective company’s assets constitute United States real property interests within the meaning of the Code. Marathon Oil does not believe that it has been or will be a USRPHC on any of the relevant dates within the five-year period ending on the distribution date. Because the determination of whether Marathon Oil is a USRPHC turns on the relative fair market value of Marathon Oil’s United States real property interests and its other assets, and because the USRPHC rules are complex, Marathon Oil can give no assurance that it was not and is not a USRPHC for purposes of the Code. Even if Marathon Oil was treated as a USRPHC, however, we believe that we may be a USRPHC on a stand-alone basis immediately before and after the spin-off. In such case, the applicable Treasury regulations provide that Non-U.S. Holders would not be subject to U.S. federal income taxation as a result of their participation in the spin-off, so long as the Non-U.S. Holders meet certain other procedural and substantive requirements described in such Treasury regulations. If we are a USRPHC immediately after the spin-off, a future sale or other disposition of our stock by a greater than five percent beneficial owner may be subject to U.S. tax. Non-U.S. Holders should consult their tax advisers to determine if they are more than five percent beneficial owners of Marathon Oil’s common stock under applicable rules of the Code that require both actual and constructive ownership to be taken into account.

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Finally, even if Marathon Oil were treated as a USRPHC but we were not a USRPHC on a stand-alone basis, a Non-U.S. Holder would not be subject to U.S. federal income taxation upon the receipt of our stock pursuant to the spin-off if Marathon Oil common stock is considered regularly traded on an established securities market and the Non-U.S. Holder beneficially owns five percent or less of Marathon Oil’s common stock at any time during the shorter of the five-year period ending on the distribution date or the Non-U.S. Holder’s holding period, taking into account both direct and constructive ownership under the applicable ownership attribution rules of the Code. Marathon Oil believes that its common stock has been and is regularly traded on an established securities market for U.S. federal income tax purposes. Any Non-U.S. Holder that beneficially owns more than five percent of Marathon Oil common stock under the rules described above that receives our common stock in a case where Marathon Oil is treated as USRPHC and we are not a USRPHC on a stand-alone basis may be subject to U.S. federal income tax on a portion of any gain realized with respect to its existing Marathon Oil common stock as a result of participating in the spin-off. Non-U.S. Holders should consult their tax advisers to determine if they are more than five percent beneficial owners of Marathon Oil’s common stock under the rules described above and whether any other exception to U.S. federal income tax might apply.

If the distribution of shares of MPC common stock in the spin-off were not to qualify as a tax-free distribution for U.S. federal income tax purposes, then each Non-U.S. Holder receiving shares of MPC common stock in the spin-off would be subject to U.S. federal income tax at a rate of 30 percent of the gross amount of any such taxable distribution that is treated as a dividend, unless: (1) such dividend was effectively connected with the conduct of a trade or business, or, if an income tax treaty applies, is attributable to a permanent establishment, in which case regular graduated federal income tax rates would apply, and, in the case of a corporate Non-U.S. Holder, a branch profits tax may apply, as described below; (2) the Non-U.S. Holder is entitled to reduced tax rates with respect to dividends pursuant to an applicable income tax treaty; or (3) the Non-U.S. Holder is an individual subject to tax pursuant to the provisions of U.S. tax law applicable to United States expatriates. Marathon Oil may be required to withhold 30 percent of any taxable distribution of MPC common stock treated as a dividend to satisfy the Non-U.S. Holder’s U.S. federal income tax liability unless the Non-U.S. Holder provides Marathon Oil with an appropriate IRS Form (or Forms) W-8 to claim an exemption from or reduction in the rate of withholding under one of the exceptions enumerated above.

As discussed above under “—Material U.S. Federal Income Tax Consequences of the Spin-Off to U.S. Holders—Tax-Free Status of Spin-Off,” a distribution of MPC common stock in the spin-off that is not tax-free under Section 355 of the Code could also be treated as a nontaxable return of capital or may trigger capital gain for U.S. federal income tax purposes. A distribution of MPC common stock that is treated as a nontaxable return of capital is generally not subject to U.S. income or withholding tax so long as the common stock of Marathon Oil is regularly traded on an established securities market, which Marathon Oil believes to be the case, and the Non-U.S. Holder does not beneficially own more than five percent of Marathon Oil’s common stock, taking into account the attribution rules under the Code described above. A distribution of MPC common stock triggering capital gain is generally not subject to U.S. federal income taxation subject to the same exceptions described below under “—Cash In Lieu of Fractional Shares,” and is generally not subject to U.S. withholding tax subject to the same exception for a nontaxable return of capital.

Cash In Lieu of Fractional Shares. A Non-U.S. Holder generally will not be subject to regular U.S. federal income or withholding tax on gain realized on the receipt of cash in lieu of fractional shares in the spin-off, unless:

(1) the gain is effectively connected with a United States trade or business of the Non-U.S. Holder (or, if an income tax treaty applies, attributable to a permanent establishment in the United States maintained by that Non-U.S. Holder);

(2) the Non-U.S. Holder is an individual who is present in the United States for a period or periods aggregating 183 days or more during the taxable year in which the spin-off occurs and certain other conditions are met;

(3) the Non-U.S. Holder is an individual subject to tax pursuant to the provisions of United States tax law applicable to United States expatriates; or

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(4) Marathon Oil is, or has been on certain dates during the shorter of the five-year period ending on the distribution date and such Non-U.S. Holder’s holding period in Marathon Oil common stock, a USRPHC as defined above. As discussed above, Marathon Oil does not believe that it has been or will be a USRPHC during the relevant period, but Marathon Oil can give no assurance with respect to its status as a USRPHC. Even if Marathon Oil were a USRPHC, however, Non-U.S. Holders would be subject to U.S. federal income taxation only if (a) Marathon Oil’s common stock were not regularly traded on an established securities market (which we do not believe to be the case), or (b) if Marathon Oil’s common stock were regularly traded on an established securities market, the Non-U.S. Holder beneficially owned more than five percent of Marathon Oil’s common stock at any time during the shorter of the five-year period ending on the distribution date or the Non-U.S. Holder’s holding period, taking into account both direct and constructive ownership under the applicable ownership attribution rules of the Code.

Gains realized by a Non-U.S. Holder described in clause (1) above that are effectively connected with the conduct of a trade or business, or, if an income tax treaty applies, are attributable to a permanent establishment, as defined therein, within the United States will generally be taxed on a net income basis, that is, after allowance for applicable deductions, at the graduated rates that are applicable to United States persons. In the case of a Non-U.S. Holder that is a corporation, such income may also be subject to the U.S. federal branch profits tax, which is generally imposed on a foreign corporation upon the deemed repatriation from the United States of effectively connected earnings and profits, at a 30 percent rate, unless the rate is reduced or eliminated by an applicable income tax treaty and the Non-U.S. Holder is a qualified resident of the treaty country.

Gains realized by a Non-U.S. Holder described in clause (2) above generally will be subject to a 30 percent tax on the gain realized from the receipt of cash in lieu of fractional shares, with such gains eligible to be offset by certain U.S.-source capital losses recognized in the same taxable year of the spin-off.

Gains realized described in clause (4) above by any Non-U.S. Holder that is a more than five percent beneficial owner of Marathon Oil common stock as described above in a case where Marathon Oil is treated as a USRPHC may be subject to U.S. federal income tax. Non-U.S. Holders in such case should consult their tax advisors regarding the determination of the amount of gain (if any) that would be subject to U.S. federal income tax. Non-U.S. Holders in such case should generally not be subject to withholding tax so long as the common stock of Marathon Oil is regularly traded on an established securities market (which we believe to be the case).

Information Reporting and Backup Withholding. Payments made to Non-U.S. Holders in the spin-off may be subject to information reporting and backup withholding. Non-U.S. Holders generally may avoid backup withholding by furnishing a properly executed IRS Form W-8BEN (or other applicable IRS Form W-8) certifying the Non-U.S. Holder’s non-U.S. status or by otherwise establishing an exemption. Backup withholding is not an additional tax. Rather, Non-U.S. Holders may use amounts withheld as a credit against their U.S. federal income tax liability or may claim a refund of any excess amounts withheld by timely and duly filing a claim for refund with the IRS.

Other Tax Consequences of the Spin-Off

Certain Non-U.S. Holders may be subject to tax on the spin-off in jurisdictions other than the U.S. notwithstanding that the distribution of shares of MPC common stock in the spin-off is not taxable under U.S. federal income tax law. In some jurisdictions, this may be the case even if a sale of shares may be subject to little or no tax in that jurisdiction. It is important that you consult your own tax advisor regarding the particular consequences of the spin-off to you, including the applicability of any U.S. federal, state and local and foreign tax laws.

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Market for Our Common Stock

There is currently no public market for our common stock. Subject to consummation of the spin-off, our common stock has been approved for listing on the NYSE under the symbol “MPC.” We anticipate that trading of our common stock will commence on a when-issued basis shortly before the record date. When-issued trading refers to a sale or purchase made conditionally because the security has been authorized but not yet issued. On the first trading day following the distribution date, when-issued trading with respect to our common stock will end and regular way trading will begin. Regular way trading refers to trading after a security has been issued and typically involves a transaction that settles on the third full business day following the date of the transaction. We cannot predict what the trading prices for our common stock will be before or after the distribution date. See “Risk Factors—Risks Relating to Ownership of Our Common Stock.” In addition, we cannot predict any change that may occur in the trading price of Marathon Oil’s common stock as a result of the spin-off.

Trading of Marathon Oil Common Stock After the Record Date and Prior to the Distribution

Beginning on or shortly before the record date and through the distribution date, there will be two concurrent markets in which to trade Marathon Oil common stock: a regular way market and an ex-distribution market. Shares of Marathon Oil common stock that trade in the regular way market will trade with an entitlement to shares of our common stock distributed in connection with the spin-off. Shares that trade in the ex-distribution market will trade without an entitlement to shares of our common stock distributed in connection with the spin-off. Therefore, if you owned shares of Marathon Oil common stock at 5:00 p.m., New York City time, on the record date and sell those shares in the regular way market on or prior to the distribution date, you also will be selling your right to receive the shares of our common stock that would have been distributed to you in connection with the spin-off. If you sell those shares of Marathon Oil common stock in the ex-distribution market prior to or on the distribution date, you will still receive the shares of our common stock that were to be distributed to you in connection with the spin-off as a result of your ownership of the shares of Marathon Oil common stock.

Spin-Off Conditions and Termination

We expect that the spin-off will be effective on June 30, 2011, provided that, among other things:

• the SEC has declared effective our registration statement on Form 10, of which this information statement is a part, under the Exchange Act, with no stop order in effect with respect to the Form 10, and this information statement shall have been mailed to Marathon Oil’s stockholders;

• the actions and filings necessary under securities and blue sky laws of the states of the United States and any comparable laws under any foreign jurisdictions shall have been taken and become effective;

• 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 our common stock on the New York Stock Exchange, subject to official notice of issuance, shall have been maintained;

• the private letter ruling Marathon Oil has received from 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 Marathon Oil shall have received an opinion from its tax counsel regarding the tax-free status of the spin-off and certain internal restructuring transactions as of the distribution date (see “—Material U.S. Federal Income Tax Consequences of the Spin-Off” for more information regarding the private letter ruling and opinion of tax counsel);

• 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;

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• 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 each of Marathon Oil and MPC confirming, among other things, the solvency of MPC and Marathon Oil, which opinions will be in form and substance satisfactory to Marathon Oil, in its sole and absolute discretion, and shall not have been withdrawn or rescinded;

• Marathon Oil and MPC shall have each received credit ratings from credit rating agencies that are satisfactory to Marathon Oil in its sole and absolute discretion; 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.

Reason for Furnishing this Information Statement

This information statement is being furnished solely to provide information to Marathon Oil stockholders who will receive shares of MPC common stock in the spin-off. It is not to be construed as an inducement or encouragement to buy or sell any of our securities. We believe that the information contained in this information statement is accurate as of the date set forth on the cover. Changes may occur after that date and neither Marathon Oil nor we undertake any obligation to update the information, except to the extent applicable securities laws require us to do so.

48

CAPITALIZATION

The following table sets forth (i) our historical capitalization as of March 31, 2011, and (ii) our as adjusted capitalization assuming the spin-off, as discussed in “The Spin-Off,” was effective March 31, 2011. The table should be read in conjunction with our audited and unaudited combined financial statements and the notes to the audited and unaudited combined financial statements, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Unaudited Pro Forma Condensed Combined Financial Data.”

	March 31,
(In millions)	2011			2011
	Actual			As Adjusted
Debt Outstanding
Long-term debt, including capitalized leases(1)	$	3,275		$	3,275
Long-term debt payable to parent company and subsidiaries(2)		52			—
Total debt		3,327			3,275
Net Investment/Stockholders’ Equity
Common stock		—			4
Additional paid-in capital		—			8,186
Net investment		9,647			—
Accumulated other comprehensive loss		(611	)		(611	)
Total net investment/stockholders’ equity(3)		9,036			7,579
Total Capitalization	$	12,363		$	10,854

(1) Includes amounts due within one year.

(2) Includes debt owed to Marathon Oil which is expected to be repaid prior to the spin-off.

(3) As adjusted stockholders’ equity includes the impact of a cash distribution of approximately $1.4 billion to Marathon Oil prior to the spin-off.

49

DIVIDEND POLICY

We intend to declare and pay dividends on our common stock at the initial rate of $0.20 per share per quarter, or $0.80 per share on an annualized basis. Payment of future cash dividends will be at the discretion of our board of directors in accordance with applicable law after taking into account various factors, including our financial condition, earnings, capital requirements, legal requirements, regulatory constraints, industry practice and any other factors that our board of directors believes are relevant. Because we are a holding company, our principal sources of funds are from the payment of dividends and repayment of debt from our subsidiaries. Our principal subsidiaries currently are not limited by long-term debt or other agreements in their ability to pay cash dividends or make other distributions with respect to their common stock. For a discussion of our credit agreement covenants, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

50

SELECTED HISTORICAL COMBINED FINANCIAL DATA

The following table presents our selected historical combined financial information. The historical combined financial information as of and for the years ended December 31, 2010, 2009 and 2008 is derived from our audited combined financial statements included in this information statement. The historical combined financial information as of March 31, 2011 and for the three-month periods ended March 31, 2011 and 2010 is derived from our unaudited combined financial statements included in this information statement. The historical combined financial information as of and for the years ended December 31, 2007 and 2006 is derived from our unaudited combined financial statements not included in this information statement.

	Three Months Ended March 31,						Year Ended December 31,
(In millions)	2011			2010			2010			2009			2008			2007			2006
Combined Statements of Income Data
Revenues	$	17,842		$	13,362		$	62,487		$	45,530		$	64,939		$	55,004		$	55,722
Income (loss) from operations		819			(419	)		1,011			654			1,855			3,261			4,413
Net income (loss)		529			(289	)		623			449			1,215			2,262			2,918
Combined Statements of Cash Flows Data
Net cash provided by (used in) operating activities		915			(149	)		2,217			2,455			684			3,156			4,704
Additions to property, plant and equipment		(243	)		(337	)		(1,217	)		(2,891	)		(2,787	)		(1,403	)		(916	)
Contributions from (distributions to) parent company		287			(514	)		(1,330	)		207			(151	)		(7,454	)		3
				March 31, 2011			December 31,
(In millions)							2010			2009			2008			2007			2006
Combined Balance Sheet Data
Total assets				$	23,777		$	23,232		$	21,254		$	18,177		$	17,746		$	20,739
Long-term debt, including capitalized leases(1)					3,275			279			254			182			104			58
Long-term debt payable to parent company and subsidiaries(2)(3)					52			3,618			2,358			2,343			280			3

(1) Includes amounts due within one year.

(2) Includes amounts due within one year and debt owed to Marathon Oil which is expected to be repaid prior to the spin-off.

(3) March 31, 2011 balance reflects impacts of debt repayments described in note 2 to the unaudited combined financial statements included in this information statement.

51

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA

The unaudited pro forma condensed combined financial data of the Refining, Marketing & Transportation Business of Marathon Oil Corporation (the “RM&T Business”) presented below have been derived from our historical combined financial statements included in this information statement. The pro forma adjustments give effect to the separation of Marathon Oil’s refining, marketing and transportation businesses into an independent publicly traded company in the spin-off. The unaudited pro forma condensed combined financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our historical combined financial statements and the notes to those statements included in this information statement.

The unaudited pro forma condensed combined statements of income for the three months ended March 31, 2011 and the year ended December 31, 2010 have been prepared as though the spin-off occurred as of January 1, 2010. The unaudited pro forma condensed combined balance sheet at March 31, 2011 has been prepared as though the spin-off occurred on March 31, 2011. The pro forma adjustments are based on available information and assumptions that our management believes are reasonable; however, such adjustments are subject to change as the costs of operating as a stand-alone company are determined. In addition, such adjustments are estimates and may not prove to be accurate.

The pro forma adjustments include, among other things, the following items:

• The planned distribution of approximately 356 million shares of our common stock to Marathon Oil stockholders.

• The repayment to Marathon Oil of approximately $52 million of outstanding debt.

• The cash distribution of approximately $1.4 billion to Marathon Oil.

• The redemption of our investments in the preferred stock of PFD, a subsidiary of Marathon Oil, that we hold.

• Adjustments for certain Marathon Oil liabilities which we will reimburse prior to the spin-off or retain subsequent to the spin-off.

• Factually supportable incremental costs and expenses associated with operating as a stand-alone company.

Our unaudited pro forma condensed combined statements of income do not include adjustments for all of the costs of operating as a stand-alone company, including possible higher information technology, tax, accounting, treasury, investor relations, insurance and other expenses related to being a stand-alone company. Only costs that management has determined to be factually supportable and recurring are included as adjustments in the unaudited pro forma condensed combined financial data. Incremental costs and expenses associated with being a stand-alone company, which are not reflected in the unaudited pro forma condensed combined statements of income, are estimated to be approximately $50 million annually.

The unaudited pro forma condensed combined statements of income include the financial results of the Northern-Tier Assets until December 1, 2010.

The unaudited pro forma condensed combined financial data are for illustrative purposes only and do not reflect what our financial position and results of operations would have been had the spin-off occurred on the dates indicated and are not necessarily indicative of our future financial position and future results of operations.

The unaudited pro forma condensed combined financial data constitute forward-looking information and are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated. See “Cautionary Statement Concerning Forward-Looking Statements” in this information statement.

52

REFINING, MARKETING & TRANSPORTATION BUSINESS OF MARATHON OIL CORPORATION

Unaudited Pro Forma Condensed Combined Statement of Income

Three Months Ended March 31, 2011

(In millions, expect per share amounts)	RM&T Business Three Months Ended March 31, 2011 (As reported)			Pro Forma Adjustments			Pro Forma
Revenues and other income:
Sales and other operating revenues (including consumer excise taxes)	$	17,819		$	1	(a)	$	17,820
Sales to related parties		23			(1	)(a)		22
Income from equity method investments		9			—			9
Net gain on disposal of assets		1			—			1
Other income		19			—			19
Total revenues and other income		17,871			—			17,871
Costs and expenses:
Cost of revenues (excludes items below)		14,557			713	(a)		15,270
Purchases from related parties		785			(713	)(a)		72
Consumer excise taxes		1,209			—			1,209
Depreciation and amortization		216			1	(b)		217
Selling, general and administrative expenses		217			1	(b)		218
Other taxes		68			—			68
Total costs and expenses		17,052			2			17,054
Income from operations		819			(2	)		817
Related party net interest and other financial income		17			(17	)(c)		—
Net interest and other financial income (costs)		(14	)		(9	)(d)		(23	)
Income before income taxes		822			(28	)		794
Provision for income taxes		293			(10	)(e)		283
Net income	$	529		$	(18	)	$	511
Pro forma earnings per share:(f)
Basic							$	1.44
Diluted							$	1.43
Pro forma shares outstanding:(f)
Basic								356
Diluted								358

See Notes to Unaudited Pro Forma Condensed Combined Financial Data

53

REFINING, MARKETING & TRANSPORTATION BUSINESS OF MARATHON OIL CORPORATION

Unaudited Pro Forma Condensed Combined Statement of Income

Year Ended December 31, 2010

(In millions, except per share amounts)	RM&T Business Year Ended December 31, 2010 (As reported)		Pro Forma Adjustments			Pro Forma
Revenues and other income:
Sales and other operating revenues (including consumer excise taxes)	$	62,387	$	39	(a)	$	62,426
Sales to related parties		100		(39)	(a)		61
Income from equity method investments		70		—			70
Net gain on disposal of assets		11		—			11
Other income		37		—			37
Total revenues and other income		62,605		—			62,605
Costs and expenses:
Cost of revenues (excludes items below)		51,685		2,287	(a)		53,972
Purchases from related parties		2,593		(2,287)	(a)		306
Consumer excise taxes		5,208		—			5,208
Depreciation and amortization		941		3	(b)		944
Selling, general and administrative expenses		920		6	(b)		926
Other taxes		247		—			247
Total costs and expenses		61,594		9			61,603
Income from operations		1,011		(9)			1,002
Related party net interest and other financial income		24		(24)	(c)		—
Net interest and other financial income (costs)		(12)		(91)	(d)		(103)
Income before income taxes		1,023		(124)			899
Provision for income taxes		400		(41)	(e)		359
Net income	$	623	$	(83)		$	540
Pro forma earnings per share:(f)
Basic						$	1.52
Diluted						$	1.51
Pro forma shares outstanding:(f)
Basic							356
Diluted							358

See Notes to Unaudited Pro Forma Condensed Combined Financial Data

54

REFINING, MARKETING & TRANSPORTATION BUSINESS OF MARATHON OIL CORPORATION

Unaudited Pro Forma Condensed Combined Balance Sheet

As of March 31, 2011

(In millions)	RM&T Business As of March 31, 2011 (As reported)			Pro Forma Adjustments			Pro Forma
Assets
Current assets:
Cash and cash equivalents	$	219		$	1,206	(g)	$	1,425
Related party debt securities		2,765			(2,765	) (g)		—
Receivables, net		4,748			6	(a)		4,754
Receivables from related parties		7			(6	)(a)		1
Inventories		2,735			—			2,735
Other current assets		106			—			106
Total current assets		10,580			(1,559	)		9,021
Equity method investments		316			—			316
Property, plant and equipment, net		11,708			17	(h)		11,725
Goodwill		834			—			834
Other noncurrent assets		339			22	(i)		361
Total assets	$	23,777		$	(1,520	)	$	22,257
Liabilities
Current liabilities:
Accounts payable	$	6,766		$	284	(a)	$	7,050
Payables to related parties		295			(284	) (a)		11
Payroll and benefits payable		221			—			221
Consumer excise taxes payable		296			—			296
Deferred income taxes		448			—			448
Long-term debt payable within one year to parent company and subsidiaries		52			(52	) (g)		—
Long-term debt due within one year		12			—			12
Other current liabilities		192			—			192
Total current liabilities		8,282			(52	)		8,230
Long-term debt		3,263			—			3,263
Deferred income taxes		1,355			—			1,355
Defined benefit postretirement plan obligations		1,520			—			1,520
Deferred credits and other liabilities		321			(11	) (j)		310
Total liabilities		14,741			(63	)		14,678
Commitments and contingencies
Net Investment/Stockholders’ Equity
Common stock		—			4	(k)		4
Additional paid-in capital		—			8,186	(l)		8,186
Net investment		9,647			(9,647	) (l)		—
Accumulated other comprehensive loss		(611	)		—			(611	)
Total net investment/stockholders’ equity		9,036			(1,457	)		7,579
Total liabilities and net investment/stockholders’ equity	$	23,777		$	(1,520	)	$	22,257

See Notes to Unaudited Pro Forma Condensed Combined Financial Data

55

REFINING, MARKETING & TRANSPORTATION BUSINESS

OF MARATHON OIL CORPORATION

Notes to Unaudited Pro Forma Condensed Combined Financial Data

(a) Reflects the reclassification of activity and balances with Marathon Oil from related party to third-party.

(b) Represents incremental costs associated with operating as a stand-alone company that are both factually supportable and recurring, including costs related to corporate governance and additional employees that have been hired, as well as depreciation expense resulting from committed information technology investments (see note (h)).

(c) Reflects the elimination of all related party net interest and other financial income, based on the redemption by the RM&T Business of all its shares of preferred stock of PFD, assuming a January 1, 2010 effective date.

(d) Reflects adjustments to net interest and other financial income (costs) resulting from the incurrence of $3.0 billion of indebtedness in February, 2011, as follows (in millions):

	Three Months Ended March 31, 2011			Year ended December 31, 2010
Interest expense on $3.0 billion of newly incurred indebtedness	($	40	)	$	(160	)
Amortization of debt issuance costs		(3	)		(11	)
Commitment fee on revolving credit facility		(2	)		(6	)
Interest expense on $3.0 billion indebtedness included in financial statements		27			—
Historical interest expense on related party debt, which has been capitalized		7			66
Additional interest expense capitalized		2			20
Total pro forma adjustment to interest income (costs), net of amount reported	($	9	)	($	91	)

Pro forma interest expense was calculated based on a blended interest rate of 5.32%, which includes amortization of an $11 million original issue discount on the indebtedness. Interest expense also includes amortization on approximately $61 million of debt issuance costs related to the $3.0 billion debt incurrence and our new $2.0 billion revolving credit facility. Such costs are amortized over the terms of the associated debt. Interest expense also includes a commitment fee on the new revolving credit facility. The calculation of interest expense assumes constant debt levels throughout the periods presented.

As disclosed in note 16 to the unaudited combined financial statements included in this information statement, we have engaged a third party to use commercially reasonable efforts to arrange a new trade receivables conduit facility in an aggregate principal amount not to exceed $1.0 billion. Since the third party has not committed to provide any portion of this facility, the associated costs and expenses are not factually supportable and therefore have not been included as a pro forma adjustment.

(e) Represents the tax effect of pro forma adjustments to income before income taxes using a statutory tax rate of 38% for both the three months ended March 31, 2011 and the year ended December 31, 2010. Also represents the elimination of a tax deduction associated with dividend income received from PFD (see note (c) above). The effective tax rate of the RM&T Business could be different (either higher or lower) depending on activities subsequent to the spin-off.

(f) The calculation of pro forma basic earnings per share and shares outstanding is based on the number of shares of Marathon Oil common stock outstanding as of April 29, 2011, adjusted for the distribution ratio of one share of our common stock for every two shares of Marathon Oil common stock outstanding. The calculation of pro forma diluted earnings per share and shares outstanding for the periods presented is based on the number of shares of Marathon Oil common stock outstanding and diluted shares of common stock outstanding as of April 29, 2011, adjusted for the same distribution ratio. This calculation may not be indicative of the dilutive effect that will actually result from the replacement of Marathon Oil stock-based

56

REFINING, MARKETING & TRANSPORTATION BUSINESS

OF MARATHON OIL CORPORATION

Notes to Unaudited Pro Forma Condensed Combined Financial Data—(Continued)

awards held by our employees and employees of Marathon Oil or the grant of new stock-based awards. The number of dilutive shares of our common stock that will result from Marathon Oil stock options and restricted stock awards held by our employees will not be determined until after the first trading day following the distribution date for the spin-off.

(g) Represents adjustments to cash and cash equivalents, as follows (in millions):

Cash received from redemption of investment in PFD preferred stock	$	2,765
Cash paid to Marathon Oil to settle debt payable to Marathon Oil and subsidiaries		(52	)
Cash paid for property, plant and equipment, (see note (h))		(17	)
Cash paid for additional debt issuance cost (see note (i))		(22	)
Cash paid for tax liabilities (see note (j))		(30	)
Cash distribution to Marathon Oil		(1,438	)
Cash pro forma adjustment	$	1,206

(h) Represents incremental information technology investments that we have committed to in connection with the spin-off.

(i) Represents additional debt issuance costs related to the incurrence of our new $2.0 billion revolving credit facility, which will be paid at the effective date of the spin-off.

(j) Represents contingent liabilities related to taxes of $13 million, for which we have agreed to indemnify Marathon Oil subsequent to the spin-off, and a liability of $6 million for payment of performance units to officers based on value at the assumed effective date for the spin-off, less liabilities related to taxes of $30 million, for which we have agreed to reimburse Marathon Oil prior to the spin-off. For additional information, see “Relationship with Marathon Oil after the Spin-off—Agreements between Marathon Oil and Us—Tax Sharing Agreement” and “—Treatment of Performance Units.”

(k) Represents the distribution of approximately 356 million shares of our common stock at a par value of $.01 per share to holders of Marathon Oil common stock.

(l) Represents the elimination of Marathon Oil’s net investment in us and adjustments to additional paid-in capital resulting from the following (in millions):

Reclassification of Marathon Oil’s net investment in us	$	9,647
New liabilities recorded on our books (see note (j))		(19	)
Distribution to Marathon Oil (see note (g))		(1,438	)
Total stockholders’ equity		8,190
Less: common stock		(4	)
Total additional paid-in capital	$	8,186

57

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the information under the headings “Risk Factors,” “Selected Historical Combined Financial Data,” and “Business” and the combined financial statements and accompanying footnotes included in this information statement.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations includes various forward-looking statements concerning trends or events potentially affecting our business. You can identify our forward-looking statements by words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “plan,” “predict,” “project,” “seek,” “target,” “could,” “may,” “should” or “would” or other similar expressions that convey the uncertainty of future events or outcomes. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements contained in this information statement. See “Cautionary Statement Concerning Forward-Looking Statements” and “Risk Factors.”

The Separation and Spin-off

On January 13, 2011, Marathon Oil announced that its board of directors had approved moving forward with plans to separate its RM&T Business into an independent, publicly traded company, through a spin-off that is expected to be completed in accordance with a separation and distribution agreement between Marathon Oil and MPC. The spin-off is generally intended to be tax free to the stockholders and to Marathon Oil and MPC. Marathon Oil intends to distribute, on a pro rata basis, shares of MPC common stock to the Marathon Oil stockholders as of the record date for the spin-off. Upon completion of the spin-off, Marathon Oil and MPC will each be independent, publicly traded companies and will have separate public ownership, boards of directors and management. The spin-off is, among other things, subject to the satisfaction of the conditions described above under “The Spin-Off—Spin-Off Conditions and Termination.” MPC was incorporated in Delaware as a wholly owned subsidiary of Marathon Oil on November 9, 2009. See the discussion under the heading “The Spin-Off” included in this information statement for further details.

The combined financial statements included in this information statement were prepared in connection with the spin-off and reflect the combined historical results of operations, financial position and cash flows of the Marathon Oil subsidiaries that operate its RM&T Business, as if such businesses had been combined for all periods presented. All significant intercompany transactions and accounts within the RM&T Business have been eliminated. The assets and liabilities in the combined financial statements included in this information statement have been reflected on a historical basis, as immediately prior to the spin-off all of the assets and liabilities presented are wholly owned by Marathon Oil and are being transferred within the Marathon Oil consolidated group. The combined statements of income also include expense allocations for certain corporate functions historically performed by Marathon Oil, including allocations of general corporate expenses related to executive oversight, accounting, treasury, tax, legal, procurement and information technology. These allocations are based primarily on specific identification, headcount or computer utilization. Our management believes the assumptions underlying the combined financial statements, including the assumptions regarding allocating general corporate expenses from Marathon Oil, are reasonable. However, the combined financial statements may not include all of the actual expenses that would have been incurred had we been a stand-alone company during the periods presented and may not reflect our combined results of operations, financial position and cash flows had we been a stand-alone company during the periods presented. Actual costs that would have been incurred if we had been a stand-alone company would depend on multiple factors, including organizational structure and strategic decisions made in various areas, including information technology and infrastructure.

58

Segments

Our operations consist of three reportable operating segments: Refining & Marketing; Speedway; and Pipeline Transportation. Each of these segments is organized and managed based upon the nature of the products and services they offer.

• Refining & Marketing—refines crude oil and other feedstocks at our six refineries in the Gulf Coast and Midwest regions of the United States and distributes refined products through various means, including barges, terminals and trucks that we own or operate. We sell refined products to wholesale marketing customers domestically and internationally, to buyers on the spot market, to our Speedway business segment and to dealers and jobbers who operate Marathon^®-branded retail outlets;

• Speedway—sells transportation fuels and convenience products in the retail market, primarily in the Midwest, through Speedway^®-branded convenience stores; and

• Pipeline Transportation—transports crude oil and other feedstocks to our refineries and other locations, delivers refined products to wholesale and retail market areas and owns, among other transportation-related assets, a majority interest in LOOP LLC, which is the owner and operator of the only U.S. deepwater oil port.

On December 1, 2010, we completed the sale of most of our Minnesota assets. These assets included the 74,000 barrel-per-day St. Paul Park refinery and associated terminals, 166 SuperAmerica^®-branded convenience stores (including six stores in Wisconsin) along with the SuperMom’s^® bakery (a baked goods supply operation) and certain associated trademarks, SuperAmerica Franchising LLC, interests in pipeline assets in Minnesota and associated inventories. We refer to these assets as the “Northern-Tier Assets.” The transaction value was approximately $935 million, which included approximately $330 million for inventories. We received $740 million in cash, net of closing costs but prior to post-closing adjustments. The terms of the sale also included (1) a preferred stock interest in the buyer with a stated value of $80 million, (2) a maximum $125 million earnout provision payable to us over eight years, (3) a maximum $60 million of margin support payable to the buyer over two years, up to a maximum of $30 million per year, (4) a receivable from the buyer of $107 million fully collected in the first quarter of 2011, and (5) guarantees with a maximum exposure of $11 million made by us on behalf of and to the buyer related to a limited number of convenience store sites. As a result of this continuing involvement, a gain on sale of $89 million was deferred. The timing and amount of deferred gain ultimately recognized in the income statement is subject to the resolution of our continuing involvement.

Refining & Marketing

Refining & Marketing segment income from operations depends largely on our refining and marketing gross margin and refinery throughputs.

Our refining and marketing gross margin is the difference between the prices of refined products sold and the costs of crude oil and other charge and blendstocks refined, including the costs to transport these inputs to our refineries, the costs of purchased products and manufacturing expenses, including depreciation. The crack spread is a measure of the difference between market prices for refined products and crude oil, commonly used by the industry as a proxy for the refining margin. Crack spreads can fluctuate significantly, particularly when prices of refined products do not move in the same relationship as the cost of crude oil. As a performance benchmark and a comparison with other industry participants, we calculate Midwest (Chicago) and U.S. Gulf Coast crack spreads that we feel most closely track our operations and slate of products. Posted Light Louisiana Sweet (“LLS”) prices and a 6-3-2-1 ratio of products (6 barrels of crude oil producing 3 barrels of gasoline, 2 barrels of distillate and 1 barrel of residual fuel) are used for these crack-spread calculations.

Our refineries can process significant amounts of sour crude oil, which typically can be purchased at a discount to sweet crude oil. The amount of this discount, the sweet/sour differential, can vary significantly, causing our refining and marketing gross margin to differ from crack spreads based on sweet crude. In general, a larger

59

sweet/sour differential will enhance our refining and marketing gross margin. Our realized refining and marketing gross margin for the first quarter of 2011 improved despite the lower LLS 6-3-2-1 crack spreads in the first quarter of 2011 compared to the first quarter of 2010. The higher margin was primarily due to a 140 percent widening of the sweet/sour differential and the wider than normal differentials between West Texas Intermediate (“WTI”) crude and other light sweet crudes such as LLS. Within our refining system, sour crude accounted for 54 percent of crude oil processed in the first quarter of 2011 compared to 52 percent in the first quarter of 2010. In 2010, the sweet/sour differential widened 32 percent from 2009 due to a variety of worldwide economic and petroleum industry related factors, including higher hydrocarbon demand. The sweet/sour differential widening contributed to an increase in our 2010 refining and marketing gross margin compared to 2009. In 2009, the sweet/sour differential narrowed, due to a variety of worldwide economic and petroleum industry related factors, primarily related to lower hydrocarbon demand. Sour crude accounted for 54 percent, 50 percent and 52 percent of our crude oil processed in 2010, 2009 and 2008, respectively.

The following table lists calculated average crack spreads for the Midwest and U.S. Gulf Coast markets, average LLS crude oil prices and the sweet/sour differential for the three months ended March 31, 2011 and 2010.

	Three Months Ended March 31,
(Dollars per barrel)	2011		2010
Chicago LLS 6-3-2-1	$	0.16	$	2.68
U.S. Gulf Coast LLS 6-3-2-1	$	1.32	$	3.50
LLS crude oil	$	107.66	$	80.04
Sweet/Sour differential(1)	$	12.57	$	5.23

(1) Calculated using the following mix of crude types for 2011: 15% Arab Light, 20% Kuwait, 10% Maya, 10% Western Canadian Select and 45% Mars, compared to LLS.

Calculated using the following mix of crude types for 2010: 15% Arab Light, 20% Kuwait, 10% Maya, 15% Western Canadian Select and 40% Mars, compared to LLS.

The following table lists calculated average crack spreads for the Midwest (Chicago) and Gulf Coast markets, average LLS crude oil prices and the sweet/sour differential for 2010, 2009 and 2008.

(Dollars per barrel)	2010		2009		2008
Chicago LLS 6-3-2-1	$	3.04	$	3.52	$	3.27
U.S. Gulf Coast LLS 6-3-2-1	$	2.14	$	2.54	$	2.45
LLS crude oil	$	82.83	$	64.54	$	102.44
Sweet/Sour differential(1)	$	7.71	$	5.82	$	11.99

(1) Calculated using the following mix of crude types: 15% Arab Light, 20% Kuwait, 10% Maya, 15% Western Canadian Select and 40% Mars, compared to LLS.

In addition to the market changes indicated by the crack spreads and sweet/sour differential, our refining and marketing gross margin is impacted by factors such as:

• the types of crude oil and other charge and blendstocks processed;

• the selling prices realized for refined products;

• the impact of commodity derivative instruments used to manage price risk;

• the cost of products purchased for resale; and

• changes in manufacturing costs, which include depreciation.

Manufacturing costs are primarily driven by the cost of energy used by our refineries and the level of maintenance costs. Planned maintenance activities, or turnarounds, requiring temporary shutdown of certain

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refinery operating units, are periodically performed at each refinery. During the first quarter of 2011, we initiated a turnaround at our Canton refinery, which was completed in April 2011. This compares to turnarounds completed at our Garyville and Texas City refineries in the first quarter of 2010. We also initiated a turnaround at our Catlettsburg refinery in the first quarter of 2010, which was completed in April 2010. For the total year 2010, planned turnaround and major maintenance activities were completed at our Garyville, Catlettsburg, Detroit, Texas City and Robinson refineries. Turnarounds and major maintenance activities were completed at our Catlettsburg, Robinson and Garyville refineries in 2009 and at our Catlettsburg, Garyville, Robinson and Canton refineries in 2008.

As of December 31, 2010, we completed full integration of the refinery units added as part of the Garyville major expansion project, which was completed at the end of 2009, and realized an increase in our crude oil refining capacity at this refinery from 436 mbpd to 464 mbpd.

As of March 31, 2011, the Detroit refinery heavy oil upgrading and expansion project was approximately 55 percent complete and on schedule for an expected completion in the second half of 2012.

During 2010, we expanded Marathon^® brand market sales volumes by approximately 10 percent through new fuel supply agreements, including a third quarter 2010 agreement with The Pantry.

Speedway

Our retail marketing gross margin for gasoline and distillates, which is the difference between the ultimate price paid by consumers and the cost of refined products, including secondary transportation and consumer excise taxes and the cost of bankcard processing fees, impacts the Speedway segment profitability. There are numerous factors that impact gasoline and distillate demand throughout the year, including local competition, seasonal demand fluctuations, the available wholesale supply, the level of economic activity in our marketing areas and weather conditions. After decreasing in 2008 and 2009, refined product demand in the United States increased in 2010, associated with the slow economic recovery. For our marketing areas, we estimate a distillate demand increase of eight percent in 2010, while gasoline demand remained constant with 2009 levels. For 2009, we estimate gasoline demand declined by about one percent and distillate demand declined by about 12 percent from 2008 levels. Market demand declines for gasoline and distillates generally reduce the product margin we can realize. The gross margin on merchandise sold at retail outlets has been historically less volatile.

In April 2011, Speedway was the winning bidder at an auction for 23 convenience stores in Illinois and Indiana for approximately $70 million. We closed on this purchase in May 2011.

Pipeline Transportation

The profitability of our pipeline transportation operations primarily depends on tariff rates and the volumes shipped through the pipelines, with a majority of the crude oil and refined product shipments on our common carrier pipelines serving our Refining & Marketing segment. The volume of crude oil that we transport is directly affected by the supply of, and refiner demand for, crude oil in the markets served directly by our crude oil pipelines. Key factors in this supply and demand balance are the production levels of crude oil by producers, the availability and cost of alternative modes of transportation, and refinery and transportation system maintenance levels. The volume of refined products that we transport is directly affected by the production levels of, and user demand for, refined products in the markets served by our refined product pipelines. In most of our markets, demand for gasoline and distillates peaks during the summer driving season, which extends from May through September of each year, and declines during the fall and winter months. As with crude oil, other transportation alternatives and system maintenance levels influence refined product movements.

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Results of Operations

Three Months Ended March 31, 2011 and March 31, 2010

Combined Results

Combined net income for the first quarter was $818 million higher in 2011 as compared to 2010, driven primarily by a higher refining and marketing gross margin and refinery throughput.

Revenues are summarized by segment in the following table:

	Three Months Ended March 31,
(In millions)	2011			2010
Refining & Marketing	$	16,605		$	12,200
Speedway		2,985			2,862
Pipeline Transportation		93			89
Segment revenues		19,683			15,151
Elimination of intersegment revenues		(1,841	)		(1,789	)
Total revenues	$	17,842		$	13,362
Items included in both revenues and costs:
Consumer excise taxes	$	1,209		$	1,212

Refining & Marketing segment revenues increased $4.41 billion in the first quarter of 2011 from the first quarter of 2010, consistent with relative price level changes. Our average refined product selling prices were $2.75 per gallon in 2011 as compared to $2.20 per gallon in 2010, with the higher prices in 2011 contributing approximately 72 percent of the increase in segment revenues. The remainder of the increase primarily resulted from a 15 percent increase of refined product sales volumes. The table below shows the average refined product benchmark prices for our marketing areas.

	Three Months Ended March 31,
(Dollars per gallon)	2011		2010
Chicago spot unleaded regular gasoline	$	2.57	$	2.02
Chicago spot ultra-low sulfur diesel	$	2.80	$	2.04
U.S. Gulf Coast spot unleaded regular gasoline	$	2.60	$	2.05
U.S. Gulf Coast spot ultra-low sulfur diesel	$	2.84	$	2.06

Refining & Marketing intersegment sales to our Speedway segment were $1.76 billion in the first quarter of 2011 as compared to $1.71 billion in the first quarter of 2010. Intersegment refined product sales volumes were 614 million gallons in the first quarter of 2011 as compared to 741 million gallons in the first quarter of 2010, with the decreased volumes primarily due to the Northern-Tier Assets disposition in December 2010.

Income from equity method investments decreased $11 million in the first quarter from 2010 to 2011, primarily due to lower earnings from our investments in ethanol production facilities, which decreased approximately $6 million, and a refined products pipeline company, which decreased approximately $4 million.

Cost of revenues increased $2.93 billion, or 25 percent, in the first quarter from 2010 to 2011. The increase was primarily the result of higher acquisition costs of crude oil and refinery charge and blendstocks in the Refining & Marketing segment, largely due to higher market prices, with crude oil acquisition prices up approximately 23 percent and charge and blendstock prices up approximately 18 percent. These price-related impacts accounted for approximately $1.97 billion of the total increase. Volumes of purchased crude oil and refinery charge and blendstocks were also higher and contributed to increased costs of approximately $1.34 billion.

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Purchases from related parties increased $309 million in the first quarter from 2010 to 2011, primarily reflecting higher acquisition costs of crude oil from Marathon Oil, with higher crude oil volumes accounting for approximately $258 million of the increase and higher crude prices accounting for about $66 million of the increase.

Related party net interest and other financial income increased $11 million in the first quarter of 2011 as compared to the same period of 2010, primarily reflecting higher average balances of short-term investments in preferred stock of MOC Portfolio Delaware, Inc. (“PFD”), a subsidiary of Marathon Oil. See note 2 to the unaudited combined financial statements included in this information statement for further discussion of the PFD preferred stock.

Net interest and other financial costs increased $10 million in the first quarter from 2010 to 2011, primarily reflecting increased interest expense associated with the $3.0 billion of long-term debt we issued in February 2011. See note 12 to the unaudited combined financial statements included in this information statement for further details relating to this debt.

Provision for income taxes increased $421 million in the first quarter from 2010 to 2011, primarily due to the $1.24 billion increase in income before income taxes. The effective income tax rate increased from 31 percent in the first quarter of 2010 to 36 percent in the first quarter of 2011. The tax benefit of the first quarter 2010 loss before income taxes was partially offset by a $26 million adverse tax impact of certain federal legislative changes, which decreased the effective income tax rate. The provision for income taxes has been computed as if we were a stand-alone company. See note 6 to the unaudited combined financial statements included in this information statement for further details.

Segment Results

Segment income from operations is summarized in the following table:

	Three Months Ended March 31,
(In millions)	2011			2010
Segment Income from operations
Refining & Marketing	$	802		$	(445	)
Speedway		33			40
Pipeline Transportation		51			44
Segment income (loss) from operations		886			(361	)
Items not allocated to segments:
Corporate and other unallocated items(1)		(67	)		(58	)
Net interest and other financial income(2)		3			2
Income (loss) before income taxes	$	822		$	(417	)

(1) Corporate and other unallocated items consists primarily of RM&T Business corporate administrative expenses, including allocations from Marathon Oil, and costs related to certain non-operating assets.

(2) Includes related party net interest and other financial income.

Refining & Marketing segment income from operations increased $1.25 billion in the first quarter of 2011 from the first quarter of 2010, primarily due to a higher refining and marketing gross margin per gallon, which averaged a positive 16.02 cents per gallon in 2011 compared to a negative 6.28 cents in 2010, and accounted for approximately $1.30 billion of the increase in segment income. The gross margin increase was primarily a result of a wider sweet/sour differential, favorable crude acquisition costs resulting from wider than normal differentials between WTI and other light, sweet crudes such as LLS, an increase in sour crude processed and a decline of approximately $150 million in planned turnaround and major maintenance costs.

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We averaged 1,114 mbpd of crude oil throughput in the first quarter of 2011 and 1,003 mbpd in the first quarter of 2010. Total refinery throughputs for the first quarter averaged 1,321 mbpd in 2011 and 1,100 mbpd in 2010. The higher refinery throughputs were a result of improved refinery utilization and decreased turnaround activity in the first quarter of 2011 as compared to the same period in 2010, primarily at our Garyville refinery.

Ethanol volumes sold in blended gasoline increased to an average of 67 mbpd in the first quarter of 2011 compared to 63 mbpd in the same period of 2010. The future expansion or contraction of our ethanol blending program will be driven by the economics of ethanol supply and government regulations.

Included in the refining and marketing gross margin were derivative losses of $58 million in the first quarter of 2011 and $23 million in the first quarter of 2010. For a more complete explanation of our strategies to manage market risk related to commodity prices, see “Quantitative and Qualitative Disclosures about Market Risk.”

The following table includes certain key operating statistics for the Refining & Marketing segment for the first quarters of 2011 and 2010.

	Three Months Ended March 31,
	2011		2010
Refining and marketing gross margin (Dollars per gallon)(1)	$	0.1602	$	(0.0628	)
Refined products sales volumes (Thousands of barrels per day)(2)		1,541		1,344

(1) Sales revenue less cost of refinery inputs, purchased products and manufacturing expenses, including depreciation.

(2) Includes intersegment sales.

Speedway segment income from operations decreased $7 million in the first quarter from 2010 to 2011, primarily reflecting impacts associated with the sale of 166 convenience stores and SuperAmerica Franchising LLC in December 2010 as part of the Northern-Tier Assets disposition.

Same-store gasoline sales volumes in the first quarter of 2011 were comparable to the first quarter of 2010, while same-store merchandise sales increased 1.7 percent for the same period.

Pipeline Transportation segment income from operations increased $7 million in the first quarter from 2010 to 2011, primarily reflecting reduced operating expenses, mainly due to lower levels of activity on preventative maintenance projects. For the first quarter, crude oil trunk line volumes in 2011 were consistent with 2010 activity, while refined product trunk lines volumes increased about 39 percent, primarily reflecting additional volumes associated with the fully integrated Garyville major expansion.

Corporate and other unallocated items reflected an increase in expenses of $9 million in the first quarter from 2010 to 2011, primarily due to higher employee compensation and benefits-related costs.

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Years Ended December 31, 2010 and December 31, 2009.

Combined Results

Combined net income was 39 percent higher in 2010 as compared to 2009, primarily due to a higher refining and marketing gross margin.

Revenues are summarized by segment in the following table:

(In millions)	2010			2009
Refining & Marketing	$	57,333		$	40,665
Speedway		12,494			10,838
Pipeline Transportation		401			381
Segment revenues		70,228			51,884
Elimination of intersegment revenues		(7,741	)		(6,354	)
Total revenues	$	62,487		$	45,530
Items included in both revenues and costs:
Consumer excise taxes	$	5,208		$	4,924

Refining & Marketing segment revenues increased $16.67 billion in 2010 from 2009, consistent with relative price level changes. Our average refined product selling prices were $2.24 per gallon in 2010 as compared to $1.86 per gallon in 2009, with the higher prices in 2010 contributing about 55 percent of the increase in segment revenues. In addition, refined product sales volumes increased 15 percent in 2010, in part due to the higher production from our Garyville refinery following the completion of the major expansion project, contributing about 35 percent of the segment revenue increase. The table below shows the average refined product benchmark prices for our marketing areas.

(Dollars per gallon)	2010		2009
Chicago spot unleaded regular gasoline	$	2.09	$	1.68
Chicago spot ultra-low sulfur diesel	$	2.17	$	1.66
U.S. Gulf Coast spot unleaded regular gasoline	$	2.05	$	1.64
U.S. Gulf Coast spot ultra-low sulfur diesel	$	2.16	$	1.66

Refining & Marketing intersegment sales to our Speedway segment were $7.39 billion in 2010 as compared to $6.02 billion in 2009. Intersegment refined product sales volumes were 3.11 billion gallons in 2010 as compared to 3.03 billion gallons in 2009.

Speedway segment revenues increased $1.66 billion from 2009 to 2010, mainly due to higher gasoline and distillate prices, which increased approximately 20 percent and accounted for approximately $1.40 billion of the increase in segment revenues.

Income from equity method investments increased $40 million in 2010 from 2009, primarily due to higher earnings from our investments in crude oil pipeline companies, which increased approximately $22 million, and ethanol production facilities, which increased approximately $10 million.

Cost of revenues increased $14.68 billion, or 40 percent, in 2010 from 2009. The increase was primarily the result of higher acquisition costs for crude oil, charge and blendstocks and purchased refined products in the Refining & Marketing segment, with crude oil acquisition prices up approximately 26 percent, charge and blendstock prices up approximately 30 percent and purchased refined product prices up approximately 19 percent. These price-related impacts accounted for approximately $8.68 billion of the total increase. Volumes of purchased crude oil were 20 percent higher, which also contributed to increased costs of approximately $4.22 billion, primarily reflecting impacts of the Garyville major expansion project.

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Purchases from related parties increased $1.28 billion from 2009 to 2010, primarily reflecting higher acquisition costs of crude oil from Marathon Oil, with higher crude oil volumes accounting for approximately $630 million of the increase and higher crude prices accounting for about $600 million of the increase.

Depreciation and amortization increased $271 million in 2010 from 2009, primarily related to the Garyville major expansion project, which we completed near the end of 2009.

Related party net interest and other financial income decreased $21 million in 2010 from 2009, primarily reflecting lower average balances of short-term investments in PFD preferred stock. See note 4 to the audited combined financial statements included in this information statement for further discussion of the PFD preferred stock.

Provision for income taxes increased $164 million from 2009 to 2010, primarily due to the $338 million increase in income before incomes taxes and a $26 million expense for legislative changes, which are described in note 10 to the audited combined financial statements included in this information statement. The effective income tax rate increased from 34 percent in 2009 to 39 percent in 2010, primarily due to legislative changes and a decrease in the effect of deductions for dividends received from a related party. The provision for income taxes has been computed as if we were a stand-alone company.

Segment Results

Segment income from operations is summarized in the following table:

(In millions)	2010			2009
Segment income from operations
Refining & Marketing	$	800		$	452
Speedway		293			212
Pipeline Transportation		183			172
Segment income from operations		1,276			836
Items not allocated to segments:
Corporate and other unallocated items(1)		(236	)		(172	)
Impairments(2)		(29	)		(10	)
Net interest and other financial income(3)		12			31
Income before income taxes	$	1,023		$	685

(1) Corporate and other unallocated items consists primarily of RM&T Business corporate administrative expenses, including allocations from Marathon Oil, and costs related to certain non-operating assets.

(2) The impairment in 2010 is related to a write-down of our maleic anhydride plant. The impairment in 2009 reflects the write-down of our equity method investment in a pipeline company.

(3) Includes related party net interest and other financial income.

Refining & Marketing segment income from operations increased $348 million in 2010 from 2009, primarily due to a higher refining and marketing gross margin per gallon, which averaged 6.77 cents per gallon in 2010 compared to 5.77 cents in 2009, and accounted for approximately $240 million of the increase in segment income. The gross margin increase was primarily a result of a 32 percent widening of the sweet/sour differential, thereby decreasing the relative cost of crude processed by our refineries. The widening of the sweet/sour differential resulted from a variety of worldwide economic and petroleum industry related factors.

Also contributing to the increase in segment income were increases in our refined product sales volumes due primarily to increased refinery production, which accounted for approximately $185 million of the increase in segment income. We averaged 1,173 mbpd of crude oil throughput in 2010 and 957 mbpd in 2009. Total refinery throughputs averaged 1,335 mbpd in 2010 and 1,153 mbpd in 2009. These throughputs were higher in 2010 than

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in 2009, primarily due to the Garyville major expansion, partially offset by the reduction caused by the sale of the St. Paul Park refinery effective December 1, 2010. These favorable impacts to segment income were partially offset by increased manufacturing costs incurred related to the additional units at the Garyville refinery.

Included in the refining and marketing gross margin were derivative losses of $29 million in 2010 and $83 million in 2009. For a more complete explanation of our strategies to manage market risk related to commodity prices, see “Quantitative and Qualitative Disclosures about Market Risk.”

The following table includes certain key operating statistics for the Refining & Marketing segment for 2010 and 2009.

	2010		2009
Refining and marketing gross margin (Dollars per gallon)(1)	$	0.0677	$	0.0577
Refined products sales volumes (Thousands of barrels per day)(2)		1,573		1,365

(1) Sales revenue less cost of refinery inputs, purchased products and manufacturing expenses, including depreciation.

(2) Includes intersegment sales.

Speedway segment income from operations increased $81 million from 2009 to 2010, primarily due to a higher gasoline and distillates gross margin, which averaged 12.07 cents per gallon in 2010 compared to 10.30 cents per gallon in 2009.

Same-store gasoline sales volume increased 3.0 percent compared to 2009, while same-store merchandise sales increased by 4.4 percent for the same period. Speedway^® was ranked the nation’s top retail gasoline brand for the third consecutive year, according to the 2011 Harris Poll EquiTrend^® study conducted by Harris Interactive^®.

Pipeline Transportation segment income from operations increased $11 million in 2010 from 2009, primarily due to higher earnings from our investments in crude oil pipeline companies. This was partially offset by increased depreciation expense, primarily reflecting an impairment charge for the 2010 cancellation of a pipeline project associated with the Detroit refinery heavy oil upgrading and expansion project and the impact of pipeline assets associated with the Garyville major expansion project, which were placed in service near the end of 2009.

Corporate and other unallocated items reflected an increase in expenses of $64 million from 2009 to 2010, primarily due to higher benefits-related costs.

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Years Ended December 31, 2009 and December 31, 2008

Combined Results

Combined net income was 63 percent lower in 2009 as compared to 2008, primarily due to a lower refining and marketing gross margin.

Revenues are summarized in the following table:

(In millions)	2009			2008
Refining & Marketing	$	40,665		$	60,000
Speedway		10,838			13,365
Pipeline Transportation		381			373
Segment revenues		51,884			73,738
Elimination of intersegment revenues		(6,354	)		(8,799	)
Total revenues	$	45,530		$	64,939
Items included in both revenues and costs:
Consumer excise taxes	$	4,924		$	5,065

Refining & Marketing segment revenues decreased $19.34 billion from 2008 to 2009, consistent with relative price level changes. While our overall refined product sales volumes in 2009 were relatively unchanged compared to 2008, our average refined product selling price declined from $2.78 per gallon in 2008 to $1.86 per gallon in 2009. The level of crude oil prices has a direct influence on our refined product prices. The table below shows the average annual refined product benchmark prices for our marketing area.

(Dollars per gallon)	2009		2008
Chicago spot unleaded regular gasoline	$	1.68	$	2.50
Chicago spot ultra-low sulfur diesel	$	1.66	$	2.95
U.S. Gulf Coast spot unleaded regular gasoline	$	1.64	$	2.48
U.S. Gulf Coast spot ultra-low sulfur diesel	$	1.66	$	2.93

Refining & Marketing intersegment sales to our Speedway segment were $6.02 billion in 2009 and $8.47 billion in 2008. Intersegment refined product sales volumes were approximately 3.03 billion gallons in 2009 and 3.01 billion gallons in 2008.

Speedway segment revenues decreased $2.53 billion from 2008 to 2009. This decrease was mainly due to lower gasoline and distillate prices, which accounted for a decrease of $2.80 billion, partially offset by a $271 million increase in merchandise sales.

Sales to related parties decreased $1.98 billion in 2009 from 2008, primarily as a result of refined product sales to Pilot Travel Centers LLC (“PTC”) no longer being classified as related party sales following the sale of our interest in PTC during the fourth quarter of 2008.

Income from equity method investments decreased $91 million in 2009 from 2008, primarily as a result of the sale of our equity method investment in PTC during the fourth quarter of 2008 and a $10 million impairment in 2009 of our equity method investment in Southcap Pipe Line Company, an entity engaged in crude oil transportation, partially offset by the absence of the $40 million impairment in 2008 of equity method investments in two ethanol production facilities and improved earnings generated by one of those facilities.

Net gain on disposal of assets of $152 million in 2008 included the sale of our interest in PTC.

Cost of revenues decreased $17.65 billion, or 32 percent, from 2008 to 2009. The decrease primarily resulted from lower acquisition costs of crude oil and refinery charge and blendstocks, mainly due to lower market prices. Purchased refined products also decreased, primarily reflecting lower market prices.

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Purchases from related parties decreased $562 million in 2009 from 2008, primarily reflecting lower acquisition costs of crude oil and natural gas from Marathon Oil. This decrease was mainly due to a reduction in market prices, with lower crude oil prices accounting for approximately $690 million of the decline, and natural gas prices contributing approximately $260 million of the decline, partially offset by a 40 percent increase in crude oil volumes, or approximately $440 million.

Depreciation and amortization increased $64 million in 2009 from 2008. The increase in 2009 primarily reflected increased depreciation expense related to various refinery improvements, including the Garyville major expansion project and an ultra low sulfur diesel project at our Canton refinery.

Selling, general and administrative expenses decreased $119 million in 2009 from 2008. The decrease in 2009 was primarily due to lower expenses for outside professional services, including engineering and legal services, which decreased around $75 million, decreased benefits-related costs, which declined around $20 million, and lower bankcard processing fees related to Marathon^® brand sales, which declined close to $20 million, largely due to decreased refined product selling prices in 2009.

Related party net interest and other financial income increased $19 million in 2009 from 2008. The increase in 2009 primarily resulted from higher average balances of short-term investments in PFD preferred stock. See note 4 to the audited combined financial statements included in this information statement for further discussion of the PFD preferred stock.

Net interest and other financial income (costs), primarily comprised of bank fees and foreign currency exchange impacts, reflected an unfavorable change of $18 million from 2008, primarily due to foreign currency losses recorded in 2009 compared to foreign currency gains in 2008. See note 8 to the audited combined financial statements included in this information statement for further details.

Provision for income taxes decreased $434 million in 2009 from 2008, primarily due to the $1.20 billion decrease in income before income taxes. The effective income tax rate decreased from 36 percent in 2008 to 34 percent in 2009, primarily due to an increase in the effect of deductions for dividends received from a related party. The provision for income taxes has been computed as if we were a stand-alone company. See note 10 to the audited combined financial statements included in this information statement.

Segment Results

Segment income for 2009 and 2008 is summarized and reconciled to income before income taxes in the following table.

(In millions)	2009			2008
Segment income from operations
Refining & Marketing	$	452		$	1,377
Speedway		212			284
Pipeline Transportation		172			183
Segment income from operations		836			1,844
Items not allocated to segments:
Corporate and other unallocated items(1)		(172	)		51
Impairments of equity method investments(2)		(10	)		(40	)
Net interest and other financial income(3)		31			30
Income before income taxes	$	685		$	1,885

(1) Corporate and other unallocated items consists primarily of income from our 50 percent equity method investment in PTC during 2008, the gain on the sale of our interest in PTC in 2008, RM&T Business corporate administrative expenses, including allocations from Marathon Oil, and costs related to certain non-operating assets.

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(2) The impairment in 2009 reflects the write-down of our equity method investment in a pipeline company. The impairment in 2008 relates to our investments in two ethanol producing facilities.

(3) Includes related party net interest and other financial income.

Refining & Marketing segment income from operations decreased $925 million, or 67 percent, from 2008 to 2009, primarily as a result of the decrease in our refining and marketing gross margin per gallon from 11.14 cents in 2008 to 5.77 cents in 2009. The gross margin decline was a result of a 52 percent narrowing of the sweet/sour differential, thereby increasing the relative cost of crude processed by our refineries. The narrowing of the sweet/sour differential resulted from a variety of worldwide economic and petroleum industry-related factors, including lower hydrocarbon demand.

Included in the refining and marketing gross margins were derivative losses of $83 million in 2009 and $87 million in 2008. For a more complete explanation of our strategies to manage market risk related to commodity prices, see “Quantitative and Qualitative Disclosures about Market Risk.”

We averaged 957 mbpd of crude oil throughput in 2009 and 944 mbpd in 2008. Total refinery throughputs averaged 1,153 mbpd in 2009 compared to 1,151 mbpd in 2008.

The following table includes certain key operating statistics for the Refining & Marketing segment for 2009 and 2008.

	2009		2008
Refining and marketing gross margin (Dollars per gallon)(1)	$	0.0577	$	0.1114
Refined products sales volumes (Thousands of barrels per day)(2)		1,365		1,339

(1) Sales revenue less cost of refinery inputs, purchased products and manufacturing expenses, including depreciation.

(2) Includes intersegment sales.

Speedway segment income from operations decreased $72 million from 2008 to 2009, primarily due to a lower gasoline and distillates gross margin, which decreased from 13.50 cents per gallon in 2008 to 10.30 cents per gallon in 2009 and accounted for about $100 million of the decline. This unfavorable change was partially offset by a higher merchandise margin, which increased from $716 million in 2008 to $775 million in 2009.

Pipeline Transportation segment income from operations decreased $11 million from 2008 to 2009, primarily resulting from a $14 million increase in operating expenses, partially offset by an $8 million increase in operating revenues. The increase in expenses was mainly due to increased maintenance activities.

Corporate and other unallocated items reflected an unfavorable change of $223 million from 2008 to 2009, primarily due to 2008 including equity earnings from PTC and the gain on the sale of our interest in PTC. Excluding the PTC impacts of approximately $265 million recorded in 2008, activity in 2009 was favorably impacted by a reduction in benefits-related costs.

Liquidity and Capital Resources

Cash Flows

Net cash provided from operating activities totaled $915 million in the first three months of 2011, compared to net cash used in operating activities of $149 million in the first three months of 2010. The $1.06 billion increase was mainly due to higher net income in 2011.

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Net cash provided from operating activities totaled $2.22 billion in 2010, compared to $2.46 billion in 2009 and $684 million in 2008. The $238 million decrease in 2010 was mainly due to a smaller cash source from working capital changes, primarily reflecting the impact of higher crude oil and refined product prices at year-end 2010 as compared to year-end 2009. The $1.77 billion increase in 2009 primarily reflected a source of cash from working capital changes, mainly due to an increase in refined product and crude oil prices at year-end 2009 as compared to year-end 2008 prices, partially offset by lower net income in 2009.

Net cash used in investing activities totaled $484 million in the first three months of 2011, compared to net cash provided by investing activities of $25 million in the first three months of 2010. The $509 million change was primarily due to net purchases of related-party debt securities in 2011, partially offset by increased cash received from asset disposals. The $125 million of cash from asset disposals in the first quarter of 2011 primarily included the collection of a receivable associated with the sale of the Northern-Tier Assets in December 2010.

The combined statements of cash flows exclude changes to the combined balance sheets that did not affect cash. A reconciliation of additions to property, plant and equipment to reported total capital expenditures follows for the three-month periods presented:

	Three Months Ended March 31,
(In millions)	2011			2010
Additions to property, plant and equipment	$	243		$	337
Decrease in capital accruals		(43	)		(36	)
Capital expenditures	$	200		$	301

Net cash used in investing activities totaled $2.15 billion in 2010, compared to $2.64 billion in 2009 and $2.61 billion in 2008. The favorable $499 million change in 2010 from 2009 was primarily due to decreased capital spending and increased cash received from asset disposals, partially offset by net purchases of related party debt securities in 2010. With the completion of our Garyville major expansion project at the end of 2009, we have reduced capital spending in our Refining & Marketing segment while continuing to invest in the Detroit refinery heavy oil upgrading and expansion project.

A reconciliation of additions to property, plant and equipment to reported total capital expenditures follows for all years presented:

(In millions)	2010			2009			2008
Additions to property, plant and equipment	$	1,217		$	2,891		$	2,787
Increase (decrease) in capital accruals		(51	)		(312	)		167
Capital expenditures	$	1,166		$	2,579		$	2,954

The Detroit refinery heavy oil upgrading and expansion project was a significant part of our 2010 spending and impacted all three years, comprising approximately 41 percent, 12 percent and 13 percent (excluding capitalized interest associated with this project) of our capital spending in 2010, 2009 and 2008, respectively. The Garyville major expansion project was a major component of our 2009 and 2008 spending, accounting for approximately 57 percent and 52 percent (excluding capitalized interest associated with this project) of our capital spending in 2009 and 2008, respectively.

Disposal of assets totaled $763 million, $53 million and $669 million in 2010, 2009 and 2008. In 2010, disposal of assets primarily included proceeds from the sale of our Northern-Tier Assets. In 2008, disposal of assets included proceeds from the sale of our ownership interest in PTC. Disposals for all years included proceeds from the sale of various Speedway segment stores.

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Net investments in related party debt securities totaled a use of cash of $1.69 billion in 2010, a source of cash of $160 million in 2009 and a use of cash of $481 million in 2008. All such activity reflected the net cash flow from redemptions and purchases of PFD preferred stock. See note 4 to the audited combined financial statements included in this information statement for further discussion of our investments in PFD preferred stock.

Net cash used in financing activities totaled $330 million in the first three months of 2011, compared to net cash provided by financing activities of $142 million in the first three months of 2010. The use of cash in the first three months of 2011 was primarily due to the net repayment of debt payable to Marathon Oil and its subsidiaries, partially offset by cash provided from the issuance of long-term debt and contributions from Marathon Oil relating to current income taxes it incurred on our behalf. The source of cash in the first three months of 2010 was primarily net borrowings under the revolving credit agreement with PFD, partially offset by cash distributions to Marathon Oil. See note 12 to the unaudited combined financial statements included in this information statement for additional information on our long-term debt issued in February 2011.

Net cash used in financing activities totaled $82 million in 2010, compared with cash provided by financing activities of $209 million in 2009 and $1.91 billion in 2008.

Net borrowings under long-term debt payable to Marathon Oil and its subsidiaries were sources of cash of $1.26 billion in 2010, $15 million in 2009 and $2.06 billion in 2008. In 2010, net borrowings included $1.26 billion under the revolving credit agreement with PFD. In 2008, net borrowings included $1.31 billion under our revolving credit facility with PFD and $751 million from Marathon Oil under a loan agreement, which was used to finance a portion of our Garyville major expansion project. See note 4 to the audited combined financial statements included in this information statement for further discussion of these financing agreements.

Contributions from (distributions to) parent company totaled a net distribution of $1.33 billion in 2010, net contribution of $207 million in 2009 and a net distribution of $151 million in 2008. The net distribution in 2010 was primarily $1.48 billion in cash distributions paid to Marathon Oil, partially offset by current income taxes it incurred on our behalf. The net contribution in 2009 was primarily capitalized interest and corporate overhead cost allocations incurred by Marathon Oil on our behalf. The net distribution in 2008 was primarily a $1.0 billion cash distribution paid to Marathon Oil, partially offset by $770 million current income taxes it incurred on our behalf.

Derivative Instruments

See “Quantitative and Qualitative Disclosures about Market Risk” for a discussion of derivative instruments and associated market risk.

Capital Resources

Historically, our main sources of liquidity and capital resources were internally generated cash flows from operations and liquidity provided by Marathon Oil, primarily through a revolving credit facility funded by a subsidiary of Marathon Oil, with $4.3 billion available at March 31, 2011, and a long-term loan provided by Marathon Oil, which was repaid on February 1, 2011. See note 2 to the unaudited combined financial statements included in this information statement for further discussion of these financing agreements.

On February 1, 2011, we completed a private placement of $3.0 billion in aggregate principal amount of senior notes (collectively, the “Notes”), consisting of $750 million aggregate principal amount of our 3½% Senior Notes due 2016 (the “2016 Notes”), $1.0 billion aggregate principal amount of our 5 ¹/8% Senior Notes due 2021 (the “2021 Notes”) and $1.25 billion aggregate principal amount of our 6½% Senior Notes due 2041 (the “2041 Notes”).

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The 2016 Notes will mature on March 1, 2016, the 2021 Notes will mature on March 1, 2021, and the 2041 Notes will mature on March 1, 2041. Interest on each series of Notes is payable semi-annually on March 1 and September 1 of each year.

The indenture governing the Notes includes covenants that, among other things, limit our ability, and the ability of our subsidiaries, to create or permit to exist mortgages and other liens with respect to principal properties, enter into sale and leaseback transactions with respect to principal properties and merge or consolidate with any other entity or sell or convey all or substantially all of our assets. These covenants are subject to a number of important qualifications and limitations as set forth in the indenture. In addition, if we experience a “change of control repurchase event” (as defined in the indenture) with respect to a series of Notes, we will be required, unless we have exercised our right to redeem the Notes of such series, to offer to purchase the Notes of such series at a purchase price equal to 101 percent of their principal amount, plus accrued and unpaid interest. In connection with the private placement of Notes, we granted the initial purchasers certain registration rights under a registration rights agreement.

The indenture governing the Notes also contains customary events of default. Under the indenture, events of default with respect to each series of Notes include the following:

• our failure to pay interest when due, continuing for 30 days;

• our failure to pay the principal of or premium when due;

• our failure to perform under any other applicable covenant or warranty for a period of 90 days after written notice to us of that failure as provided in the indenture; and

• specified events of bankruptcy, insolvency or reorganization.

For further details of the Notes, see note 22 to the audited combined financial statements included in this information statement.

The issuance of the Notes was intended to help us establish a minimum $750 million initial cash and cash equivalents balance as of the distribution date for the spin-off. We are now estimating that our initial cash and cash equivalents balance as of the distribution date will be $1.425 billion. We anticipate that our cash and cash equivalents above that level will be used, on or before the distribution date, to repay existing debt payable to Marathon Oil and to make a cash distribution to Marathon Oil.

To provide us with additional liquidity following the spin-off, we have entered into a four-year revolving credit agreement dated as of March 11, 2011 (the “Credit Agreement”) with a syndicate of lenders, including JPMorgan Chase Bank, National Association, as administrative agent.

Under the Credit Agreement, upon the consummation of the spin-off and the satisfaction of certain other conditions, we will have an initial borrowing capacity of up to $2.0 billion. We have the right to seek an increase of the total amount available under the Credit Agreement to $2.5 billion, subject to certain conditions. We may obtain up to $1.5 billion of letters of credit and up to $100 million of swingline loans under the Credit Agreement. We may, subject to certain conditions, request that the term of the Credit Agreement be extended for up to two additional one-year periods. Each such extension would be subject to the approval of lenders holding greater than 50 percent of the commitments then outstanding, and the commitment of any lender that does not consent to an extension of the maturity date will be terminated on the then-effective maturity date.

The Credit Agreement contains covenants that we consider usual and customary for an agreement of this type, including a maximum ratio of consolidated indebtedness to Consolidated EBITDA (as defined in the Credit Agreement) of 3.0 to 1.0 and a minimum ratio of Consolidated EBITDA to consolidated interest expense of 3.5 to 1.0. In addition, the Credit Agreement includes limitations on indebtedness of our subsidiaries, other than subsidiaries that guarantee our obligations under the Credit Agreement. Borrowings under the Credit Agreement are subject to acceleration upon the occurrence of events of default that we consider usual and customary for an agreement of this type.

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Borrowings of revolving loans under the Credit Agreement bear interest, at our option, at either (i) the sum of the Adjusted LIBO Rate (as defined in the Credit Agreement), plus a margin ranging between 1.75 percent to 3.00 percent, depending on our credit ratings, or (ii) the sum of the Alternate Base Rate (as defined in the Credit Agreement), plus a margin ranging between 0.75 percent to 2.00 percent, depending on our credit ratings. The Credit Agreement also provides for customary fees, including administrative agent fees, commitment fees, fees in respect of letters of credit and other fees.

The foregoing description of the Credit Agreement is not complete and is qualified by reference to the terms of the Credit Agreement, which is included as an exhibit to the registration statement on Form 10 of which this information statement is a part.

To provide an additional source of liquidity following the spin-off, we have engaged J.P. Morgan Securities LLC to use commercially reasonable efforts to arrange a new trade receivables conduit facility in an aggregate principal amount not to exceed $1.0 billion. We expect that such a facility would involve our selling, on an ongoing basis, a portion of our trade receivables to a wholly owned, bankruptcy-remote subsidiary, which would, in turn, have the ability to sell interests in qualifying receivables to certain asset-backed commercial paper conduits and/or financial institutions. J.P. Morgan Securities LLC has not committed to provide any portion of this facility, and we can provide no assurance that we will enter into this facility on the terms contemplated in our engagement letter with J.P. Morgan Securities LLC or at all.

Because of the alternatives that we expect to be available to us following the spin-off, including internally generated cash flow and access to capital markets, we believe that our short-term and long-term liquidity will be adequate to fund not only our operations, but also our anticipated near-term and long-term funding requirements, including capital spending programs, dividend payments, defined benefit plan contributions, repayment of debt maturities and other amounts that may ultimately be paid in connection with contingencies.

As discussed in more detail below under “—Capital and Investment,” we have an approved capital and investment budget of $1.38 billion for 2011, which represents about an 18 percent increase from our 2010 spending.

Our opinions concerning liquidity and our ability to avail ourselves in the future of the financing options mentioned in the above forward-looking statements are based on currently available information. If this information proves to be inaccurate, future availability of financing may be adversely affected. Factors that affect the availability of financing include our performance (as measured by various factors, including cash provided from operating activities), the state of worldwide debt and equity markets, investor perceptions and expectations of past and future performance, the global financial climate, and, in particular, with respect to borrowings, the levels of our outstanding debt and credit ratings by rating agencies. The discussion of liquidity above also contains forward-looking statements regarding expected capital and investment spending. The forward-looking statements about our capital and investment budget are based on current expectations, estimates and projections and are not guarantees of future performance. Actual results may differ materially from these expectations, estimates and projections and are subject to certain risks, uncertainties and other factors, some of which are beyond our control and are difficult to predict. Some factors that could cause actual results to differ materially include prices of and demand for crude oil and refinery feedstocks, natural gas and refined products, actions of competitors, disruptions or interruptions of our refining operations due to the shortage of skilled labor and unforeseen hazards such as weather conditions, acts of war or terrorist acts and the governmental or military response, and other operating and economic considerations.

Contractual Cash Obligations

As of March 31, 2011, our combined contractual cash obligations increased by approximately $1.95 billion from December 31, 2010. Our purchase obligations under crude oil, refinery feedstock, refined product and ethanol contracts, which are primarily short term, increased by $2.52 billion, primarily reflecting an increase in

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crude oil contract prices and volumes. Long-term debt increased $3.0 billion as a result of the February 2011 issuance of the three series of senior notes described below, while debt payable to Marathon Oil and its subsidiaries decreased $3.57 billion as a result of repayments. There have been no other significant changes to our obligations to make future payments under existing contracts subsequent to December 31, 2010.

The table below provides aggregated information on our combined obligations to make future payments under existing contracts as of December 31, 2010.

(In millions)	Total		2011		2012–2013		2014–2015		Later Years
Debt payable to Marathon Oil and subsidiaries (excludes interest) (1)	$	3,618	$	3,618	$	—	$	—	$	—
Capital lease obligations		586		24		79		87		396
Operating lease obligations		734		110		236		204		184
Purchase obligations:
Crude oil, feedstock, refined product and ethanol contracts (2)		8,460		7,338		820		255		47
Transportation and related contracts		542		132		139		71		200
Contracts to acquire property, plant and equipment		768		679		89		—		—
Service and materials contracts (3)		1,129		168		255		193		513
Total purchase obligations		10,899		8,317		1,303		519		760
Other long-term liabilities reported in the consolidated balance sheet (4)		1,671		133		561		466		511
Total contractual cash obligations	$	17,508	$	12,202	$	2,179	$	1,276	$	1,851

(1) All debt payable to Marathon Oil and subsidiaries is expected to be repaid prior to completion of the spin-off. We anticipate cash payments for interest on this debt of $7 million for 2011. Our revolving credit facility has variable interest rates. See note 4 to the audited combined financial statements included in this information statement for balance sheet classification of this debt.

(2) The majority of these contractual obligations as of December 31, 2010 relate to contracts to be satisfied within the first 180 days of 2011. These contracts include variable price arrangements.

(3) Primarily includes contracts for our refineries to purchase services such as utilities, supplies and various other maintenance and operating services. Certain utility, hydrogen and oxygen supply agreements include variable pricing arrangements. The terms of some of these agreements are directly related to the terms of associated capital leases.

(4) Primarily includes obligations for pension and other postretirement benefits including medical and life insurance, which we have estimated through 2020. Also includes amounts for uncertain tax positions.

As noted above under “—Capital Resources,” on February 1, 2011, we issued three series of senior notes aggregating $3.0 billion with $750 million due in 2016, $1.0 billion due in 2021 and $1.25 billion due in 2041. We anticipate cash payments for interest on this debt of $93 million for 2011, $318 million for 2012-2013, $317 million for 2014-2015 and $2.37 billion for the remaining years for a total of $3.09 billion.

Transactions with Related Parties

Purchases of crude oil and natural gas from Marathon Oil accounted for 4.6 percent or less of our total cost of revenues and purchases from related parties for the first three months of 2011 and for the years 2010, 2009 and 2008. Sales of refined petroleum products to our 50 percent equity method investee, PTC, which was sold in October 2008, accounted for 2.8 percent of our total sales revenue for 2008. We believe that transactions with related parties, other than certain transactions with Marathon Oil related to the provision of administrative services, have been conducted under terms comparable to those with unrelated parties. Related party purchases of crude oil and natural gas from Marathon Oil are at market-based contract prices. The crude oil prices are based on indices

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that represent market value for time and place of delivery and that are also used in third-party contracts. The natural gas prices equal the price at which Marathon Oil purchases the natural gas from third parties plus the cost of transportation. See note 2 to the unaudited combined financial statements and note 4 to the audited combined financial statements included in this information statement for further discussion of activity with related parties.

Off-Balance Sheet Arrangements

Off-balance sheet arrangements comprise those arrangements that may potentially impact our liquidity, capital resources and results of operations, even though such arrangements are not recorded as liabilities under accounting principles generally accepted in the United States. Although off-balance sheet arrangements serve a variety of our business purposes, we are not dependent on these arrangements to maintain our liquidity and capital resources, and we are not aware of any circumstances that are reasonably likely to cause the off-balance sheet arrangements to have a material adverse effect on liquidity and capital resources.

We have provided various guarantees related to equity method investees. These arrangements are described in note 21 to the audited combined financial statements included in this information statement.

Capital and Investment

We have a capital and investment budget of $1.38 billion for 2011. This represents about an 18 percent increase from our 2010 spending. The primary focus of the 2011 budget is continuation of the Detroit refinery heavy oil upgrading and expansion project. The budget also includes increased spending on transportation, logistics and marketing projects as well as amounts designated for corporate activities. We continuously evaluate our capital budget and make changes as conditions warrant.

Refining & Marketing

The 2011 budget includes $975 million for Refining & Marketing segment projects, with approximately $600 million representing continued spending on the Detroit refinery heavy oil upgrading and expansion project. When completed, this project will increase the refinery’s heavy oil upgrading capacity, including Canadian bitumen blends, by about 80 mbpd, and will increase its total crude oil refining capacity by approximately 15 mbpd. Through the Garyville major expansion project completed at the end of 2009 and the Detroit refinery investment, we expect to more than double our coking capacity by 2012, which should lead to lower feedstock costs and increased margins.

The remainder of the budget is allocated to maintaining facilities and meeting regulatory requirements, notably the Mobile Source Air Toxics (“MSAT II”) regulations that became effective at the beginning of 2011. MSAT II spending accounts for approximately $100 million of our total 2011 budget.

Speedway

The 2011 capital budget includes $145 million for our Speedway segment, relating to remodeling and rebuilding projects for existing retail stores to upgrade and enhance our existing facilities and new construction and site acquisitions to expand our markets. Also included in the capital budget are expenditures for dispenser, equipment and technology upgrades.

In the second quarter of 2011, Speedway closed on an acquisition of 23 convenience stores in Illinois and Indiana for approximately $70 million. With this acquisition, Speedway expects to realign other planned capital projects in order to stay within its 2011 capital budget of $145 million.

Pipeline Transportation

The 2011 capital budget includes $102 million for our Pipeline Transportation segment, relating primarily to projects for new infrastructure and upgrades to enhance our existing facilities.

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Corporate and Other

The remaining $158 million of our 2011 budget relates to capitalized interest, primarily associated with the Detroit refinery heavy oil upgrading and expansion project, and corporate activities.

Environmental Matters, Litigation and Contingencies

We have incurred and may continue to incur substantial capital, operating and maintenance, and remediation expenditures as a result of environmental laws and regulations. If these expenditures, as with all costs, are not ultimately reflected in the prices of our products and services, our operating results will be adversely affected. We believe that substantially all of our competitors must comply with similar environmental laws and regulations. However, the specific impact on each competitor may vary depending on a number of factors, including the age and location of its operating facilities, marketing areas, production processes and whether it is also engaged in the petrochemical business or the marine transportation of crude oil and refined products.

Legislation and regulations pertaining to climate change and greenhouse gas emissions have the potential to materially adversely impact our business, financial condition, results of operations and cash flow, including costs of compliance and permitting delays. The extent and magnitude of these adverse impacts cannot be reliably or accurately estimated at this time because specific regulatory and legislative requirements have not been finalized and uncertainty exists with respect to the measures being considered, the costs and the time frames for compliance, and our ability to pass compliance costs on to our customers. For additional information see “Risk Factors.”

Our environmental expenditures(1) for each of the last three years were:

(In millions)	2010		2009		2008
Capital	$	223	$	308	$	304
Compliance
Operating and maintenance		403		350		361
Remediation(2)		20		27		24
Total	$	646	$	685	$	689

(1) Amounts are determined based on American Petroleum Institute survey guidelines regarding the definition of environmental expenditures.

(2) These amounts include spending charged against remediation reserves, where permissable, but exclude non-cash provisions recorded for environmental remediation.

Our environmental capital expenditures accounted for 19 percent of capital expenditures in 2010, 12 percent in 2009 and 10 percent in 2008.

We accrue for environmental remediation activities when the responsibility to remediate is probable and the amount of associated costs can be reasonably estimated. As environmental remediation matters proceed toward ultimate resolution or as additional remediation obligations arise, charges in excess of those previously accrued may be required.

New or expanded environmental requirements, which could increase our environmental costs, may arise in the future. We believe we comply with all legal requirements regarding the environment, but since not all of them are fixed or presently determinable (even under existing legislation) and may be affected by future legislation or regulations, it is not possible to predict all of the ultimate costs of compliance, including remediation costs that may be incurred and penalties that may be imposed.

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Our environmental capital expenditures are anticipated to approximate $190 million or 14 percent of total capital expenditures in 2011. Predictions beyond 2011 can only be broad-based estimates, which have varied, and will continue to vary, due to the ongoing evolution of specific regulatory requirements, the possible imposition of more stringent requirements and the availability of new technologies, among other matters. Based on currently identified projects, we anticipate that environmental capital expenditures will be approximately $70 million in 2012; however, actual expenditures may vary as the number and scope of environmental projects are revised as a result of improved technology or changes in regulatory requirements and could increase if additional projects are identified or additional requirements are imposed.

Further, we estimate that we may spend approximately $650 million over a four-year period beginning in 2008 to comply with MSAT II regulations relating to benzene content in refined products. We have finalized our strategic approach to comply with MSAT II regulations and updated project cost estimates to comply with these requirements. Our actual MSAT II expenditures since inception have totaled $555 million through March 31, 2011, and we expect to spend approximately $100 million on MSAT II in 2011. The cost estimates are forward-looking statements and are subject to change as work is completed in 2011.

In October 2010, the EPA issued a partial waiver decision under the Clean Air Act to allow for an increase in the amount of ethanol permitted to be blended into gasoline from 10 percent (“E10”) to 15 percent (“E15”) for 2007 and newer light-duty motor vehicles. Then on January 21, 2011, the EPA issued a second waiver for the use of E15 in vehicles model year 2001-2006. There are numerous state and federal regulatory issues that would need to be addressed before E15 can be marketed for use in any traditional gasoline engines.

For more information on environmental regulations that impact us, or could impact us, see “Business—Environmental Matters” and for information on legal proceedings related to environmental matters, see note 15 to the unaudited combined financial statements and note 21 to the audited combined financial statements included in this information statement.

For more information on the environmental matters discussed above, lawsuits and other contingencies, see “Business—Legal Proceedings,” note 15 to the unaudited combined financial statements and note 21 to the audited combined financial statements included in this information statement.

Critical Accounting Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the combined financial statements and the reported amounts of revenues and expenses during the respective reporting periods. Accounting estimates are considered to be critical if (1) the nature of the estimates and assumptions is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change; and (2) the impact of the estimates and assumptions on financial condition or operating performance is material. Actual results could differ from the estimates and assumptions used.

Fair Value Estimates

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. There are three approaches for measuring the fair value of assets and liabilities: the market approach, the income approach and the cost approach, each of which includes multiple valuation techniques. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to measure fair value by converting future amounts, such as cash flows or earnings, into a single present value amount using current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace the service capacity of an asset. This

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is often referred to as current replacement cost. The cost approach assumes that the fair value would not exceed what it would cost a market participant to acquire or construct a substitute asset of comparable utility, adjusted for obsolescence.

The fair value accounting standards do not prescribe which valuation technique should be used when measuring fair value and does not prioritize among the techniques. These standards establish a fair value hierarchy that prioritizes the inputs used in applying the various valuation techniques. Inputs broadly refer to the assumptions that market participants use to make pricing decisions, including assumptions about risk. Level 1 inputs are given the highest priority in the fair value hierarchy while Level 3 inputs are given the lowest priority. The three levels of the fair value hierarchy are as follows:

• Level 1 – Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets as of the measurement date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

• Level 2 – Observable market-based inputs or unobservable inputs that are corroborated by market data. These are inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the measurement date.

• Level 3 – Unobservable inputs that are not corroborated by market data and may be used with internally developed methodologies that result in management’s best estimate of fair value.

Valuation techniques that maximize the use of observable inputs are favored. Assets and liabilities are classified in their entirety based on the lowest priority level of input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the placement of assets and liabilities within the levels of the fair value hierarchy. We use a market or income approach for recurring fair value measurements and endeavor to use the best information available. See note 15 to the audited combined financial statements included in this information statement for disclosures regarding our fair value measurements.

Significant uses of fair value measurements include:

• assessment of impairment of long-lived assets;

• assessment of impairment of goodwill;

• assessment of impairment of equity method investments;

• recorded value of derivative instruments; and

• recorded value of investments in debt and equity securities.

Impairment Assessments of Long-Lived Assets, Goodwill and Equity Method Investments

Fair value calculated for the purpose of testing our long-lived assets, goodwill and equity method investments for impairment is estimated using the expected present value of future cash flows method and comparative market prices when appropriate. Significant judgment is involved in performing these fair value estimates since the results are based on forecasted assumptions. Significant assumptions include:

• Future margins on products produced and sold. Our estimates of future product margins are based on our analysis of various supply and demand factors, which include, among other things, industry-wide capacity, our planned utilization rate, end-user demand, capital expenditures, and economic conditions. Such estimates are consistent with those used in our planning and capital investment reviews.

• Future volumes. Our estimates of future pipeline throughput volumes are based on internal forecasts prepared by our Pipeline Transportation segment operations personnel.

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• Discount rate commensurate with the risks involved. We apply a discount rate to our cash flows based on a variety of factors, including market and economic conditions, operational risk, regulatory risk and political risk. This discount rate is also compared to recent observable market transactions, if possible. A higher discount rate decreases the net present value of cash flows.

• Future capital requirements. These are based on authorized spending and internal forecasts.

We base our fair value estimates on projected financial information which we believe to be reasonable. However, actual results may differ from these projections.

The need to test for impairment can be based on several indicators, including a significant reduction in prices of or demand for products produced, a poor outlook for short-term profitability, a significant reduction in pipeline throughput volumes, significant reduction in refining margins, other changes to contracts or changes in the regulatory environment in which the asset or equity method investment is located.

Long-lived assets used in operations are assessed for impairment whenever changes in facts and circumstances indicate that the carrying value of the assets may not be recoverable. For purposes of impairment evaluation, long-lived assets must be grouped at the lowest level for which independent cash flows can be identified, which generally is the refinery and associated distribution system level for Refining & Marketing segment assets, site level for Speedway segment convenience stores or the pipeline system level for Pipeline Transportation segment assets. If the sum of the undiscounted estimated pretax cash flows is less than the carrying value of an asset group, the carrying value is written down to the estimated fair value.

Unlike long-lived assets, goodwill must be tested for impairment at least annually, or between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Goodwill is tested for impairment at the reporting unit level.

Equity method investments are assessed for impairment whenever a loss in value is other than a temporary decline. Factors providing evidence of such a loss include the fair value of an investment that is less than its carrying value, absence of an ability to recover the carrying value or the investee’s inability to generate income sufficient to justify our carrying value.

An estimate of the sensitivity to net income resulting from impairment calculations is not practicable, given the numerous assumptions (e.g., pricing, volumes and discount rates) that can materially affect our estimates. That is, unfavorable adjustments to some of the above listed assumptions may be offset by favorable adjustments in other assumptions.

Derivatives

We record all derivative instruments at fair value. A large volume of our commodity derivatives are exchange-traded and require few assumptions in arriving at fair value. Fair value estimation for all our derivative instruments is discussed in note 10 to the unaudited combined financial statements and note 15 to the audited combined financial statements included in this information statement.

Additional information about derivatives and their valuation may be found in “Quantitative and Qualitative Disclosures about Market Risk.”

Investments in Debt and Equity Securities

We record all of our investments in debt and equity securities at fair value. Our investments in related party debt securities are redeemable on any business day at a stated price which has been determined to approximate fair value. Our investments in other equity securities are exchange-traded, and fair value is determined from quoted market prices.

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Tax Assets and Liabilities

Our operations are subject to various tax liabilities, including federal, state and foreign income taxes and transactional taxes such as excise, sales/use, property and payroll taxes. We record tax liabilities based on our assessment of existing tax laws and regulations. The recording of tax liabilities may require significant judgment and estimates. A contingent liability related to a transactional tax claim is recorded if the loss is both probable and estimable. Actual incurred tax liabilities can vary from our estimates for a variety of reasons, including different interpretations of tax laws and regulations and different assessments of the amount of tax due.

We recognize the financial statement effects of an income tax position when it is more likely than not that the position will be sustained upon examination by a taxing authority. In determining our income tax provision, we must assess the likelihood that our deferred tax assets will be recovered through future taxable income. Judgment is required in estimating the amount of valuation allowance, if any, that should be recorded against those deferred income tax assets. If our actual results of operations differ from such estimates or our estimates of future taxable income change, the valuation allowance may need to be revised.

New tax laws and regulations and changes to existing tax laws and regulations are continuously being proposed or promulgated and the implementation of future legislative and regulatory tax initiatives could result in increased tax liabilities that we cannot predict at this time.

An estimate of the sensitivity to net income that would result from changes in the assumptions and estimates used in determining our tax liabilities is not practical due to the number of assumptions and tax laws involved, the various potential interpretations of the tax laws and the wide range of possible outcomes.

Pension and Other Postretirement Benefit Obligations

Accounting for pension and other postretirement benefit obligations involves numerous assumptions, the most significant of which relate to the following:

• the discount rate for measuring the present value of future plan obligations;

• the expected long-term return on plan assets;

• the rate of future increases in compensation levels; and

• health care cost projections.

We develop our demographics and utilize the work of third-party actuaries to assist in the measurement of these obligations. We have selected different discount rates for our funded pension plans and our unfunded retiree health care plan due to the different projected liability durations of 8 years and 12 years. The selected rates are compared to various similar bond indexes for reasonableness. In determining the assumed discount rates, our methods include a review of market yields on high-quality corporate debt and use of our third-party actuary’s discount rate modeling tool. This tool applies a yield curve to the projected benefit plan cash flows using a hypothetical Aa yield curve. The yield curve represents a series of annualized individual discount rates from 1.5 to 30 years. The bonds used are rated Aa or higher by a recognized rating agency and only non-callable bonds are included. Each issue is required to have at least $150 million par value outstanding. The top quartile bonds are selected within each maturity group to construct the yield curve.

Of the assumptions used to measure the year-end obligations and estimated annual net periodic benefit cost, the discount rate has the most significant effect on the periodic benefit cost reported for the plans. Decreasing the discount rates of 5.05 percent for our pension plans and 5.55 percent for our other postretirement benefit plans by 0.25 would increase pension obligations and other postretirement benefit plan obligations by $108 million and $18 million, respectively, and would increase defined benefit pension expense and other postretirement benefit plan expense by $10 million and $1 million, respectively.

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The asset rate of return assumption considers the asset mix of the plans (currently targeted at approximately 75 percent equity securities and 25 percent debt securities for the funded pension plans), past performance and other factors. Certain components of the asset mix are modeled with various assumptions regarding inflation, debt returns and stock yields. Our long term asset rate of return assumption is compared to those of other companies and to historical returns for reasonableness. Decreasing the 8.50 percent asset rate of return assumption by 0.25 would not have a significant impact on our defined benefit pension expense.

Compensation change assumptions are based on historical experience, anticipated future management actions and demographics of the benefit plans.

Health care cost trend assumptions are developed based on historical cost data, the near-term outlook and an assessment of likely long-term trends.

Note 18 to the audited combined financial statements included in this information statement includes detailed information about the assumptions used to calculate the components of our annual defined benefit pension and other postretirement plan expense, as well as the obligations and accumulated other comprehensive loss reported on the year-end balance sheets.

Contingent Liabilities

We accrue contingent liabilities for environmental remediation, tax deficiencies related to operating taxes, product liability claims and litigation claims when such contingencies are probable and estimable. Actual costs can differ from estimates for many reasons. For instance, settlement costs for claims and litigation can vary from estimates based on differing interpretations of laws, opinions on responsibility and assessments of the amount of damages. Similarly, liabilities for environmental remediation may vary from estimates because of changes in laws, regulations and their interpretation; additional information on the extent and nature of site contamination; and improvements in technology. Our in-house legal counsel regularly assess these contingent liabilities. In certain circumstances, outside legal counsel are also utilized.

We generally record losses related to these types of contingencies as cost of revenues or selling, general and administrative expenses in the combined statements of income, except for tax deficiencies unrelated to income taxes, which are recorded as other taxes. For additional information on contingent liabilities, see “—Environmental Matters, Litigation and Contingencies.”

An estimate of the sensitivity to net income if other assumptions had been used in recording these liabilities is not practical because of the number of contingencies that must be assessed, the number of underlying assumptions and the wide range of reasonably possible outcomes, in terms of both the probability of loss and the estimates of such loss.

Accounting Standards Not Yet Adopted

As of March 31, 2011, there were no significant accounting standards applicable to the RM&T Business that had not yet been adopted.

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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

General

We are exposed to market risks related to the volatility of crude oil and refined product prices. We employ various strategies, including the use of commodity derivative instruments, to manage the risks related to these price fluctuations. We are also exposed to market risks related to changes in interest rates and foreign currency exchange rates. We are at risk for changes in fair value of all of our derivative instruments; however, such risk should be mitigated by price changes related to the underlying commodity transaction.

We believe that our use of derivative instruments, along with our risk assessment procedures and internal controls, does not expose us to material adverse consequences. While the use of derivative instruments could materially affect our results of operations in particular quarterly or annual periods, we believe that the use of these instruments will not have a material adverse effect on our financial position or liquidity.

See notes 15 and 16 to the audited combined financial statements and notes 10 and 11 to the unaudited combined financial statements included in this information statement for more information about the fair value measurement of our derivatives, as well as the amounts recorded in our combined balance sheets and statements of income. We do not designate any of our commodity derivative instruments as hedges for accounting purposes. We designate our interest rate derivative instruments as fair value hedges.

Commodity Price Risk

Our strategy is to obtain competitive prices for our products and allow operating results to reflect market price movements dictated by supply and demand. We use a variety of commodity derivative instruments, including futures, forwards, swaps and combinations of options, as part of an overall program to manage commodity price risk. We also may utilize the market knowledge gained from these activities to do a limited amount of trading not directly related to our physical transactions.

We use commodity derivative instruments to manage price risk on crude oil and refined product inventories. We also use derivative instruments to manage price risk related to the acquisition of foreign-sourced crude oil and ethanol blended with refined petroleum products. In addition, we may use commodity derivative instruments to manage risk on fixed price contracts for the sale of refined products. The majority of these derivatives are exchange-traded contracts for crude oil, refined products and ethanol.

Open Derivative Positions and Sensitivity Analysis

The table below sets forth information relating to our significant open commodity derivative contracts as of December 31, 2010. For information relating to our significant open commodity derivative contracts as of March 31, 2011, see note 11 to the unaudited combined financial statements included in this information statement. These contracts enable us to effectively correlate our commodity price exposure to the relevant market indicators, thereby mitigating price risk.

	Position			Barrels per Day			Weighted Average Price (Per  Barrel)		Benchmark
Crude Oil
Exchange-traded		Long	(1)		36,608		$	89.67		CME and ICE Crude(3)(4)
Exchange-traded		Short	(1)		(61,485	)	$	88.03		CME and ICE Crude(3)(4)

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	Term			Barrels per Day			Weighted Average Price (per  Gallon)		Benchmark
Refined Products
Exchange-traded		Long	(2)		13,308		$	2.40		CME Heating Oil and RBOB(3)(5)
Exchange-traded		Short	(2)		(11,044	)	$	2.46		CME Heating Oil and RBOB(3)(5)

(1) 87 percent of these contracts expired in the first quarter of 2011.

(2) 98 percent of these contracts expired in the first quarter of 2011.

(3) Chicago Mercantile Exchange (“CME”).

(4) Intercontinental Exchange (“ICE”)

(5) Reformulated Gasoline for Oxygenate Blending (“RBOB”).

Sensitivity analysis of the incremental effects on income from operations (“IFO”) of hypothetical 10 percent and 25 percent increases and decreases in commodity prices for open commodity derivative instruments as of March 31, 2011 and December 31, 2010 is provided in the following table.

	Incremental Change in IFO from a Hypothetical Price Increase of						Incremental Change in IFO from a Hypothetical Price Decrease of
(In millions)	10%			25%			10%			25%
As of March 31, 2011
Crude oil	$	(110	)	$	(283	)	$	129		$	324
Refined products		41			103			(42	)		(104	)
As of December 31, 2010
Crude oil	$	(71	)	$	(177	)	$	82		$	205
Refined products		9			22			(9	)		(22	)

We remain at risk for possible changes in the market value of commodity derivative instruments; however, such risk should be mitigated by price changes in the underlying physical commodity. Effects of these offsets are not reflected in the above sensitivity analysis.

We evaluate our portfolio of commodity derivative instruments on an ongoing basis and add or revise strategies in anticipation of changes in market conditions and in risk profiles. Changes to the portfolio after March 31, 2011 would cause future IFO effects to differ from those presented above.

Interest Rate Risk

We are impacted by interest rate fluctuations related to our debt obligations. At December 31, 2010, our debt payable to Marathon Oil and its subsidiaries was expected to be repaid prior to the spin-off, and was comprised of a fixed-rate loan with Marathon Oil with an outstanding balance of $1,047 million and a variable-rate revolving credit agreement with a Marathon Oil subsidiary with an outstanding balance of $2,571 million. At March 31, 2011, our debt was comprised of the $3 billion fixed-rate senior notes issued on February 1, 2011 and a variable rate revolving credit agreement with a Marathon Oil subsidiary with an outstanding balance of $52 million.

In the three months ended March 31, 2011, we entered into interest rate swap derivative instruments to manage our interest rate risk associated with a portion of the fixed interest rate debt in our portfolio. As of March 31, 2011, we had an interest rate swap agreement with a notional amount of $100 million at a weighted average, LIBOR-based, floating rate of 1.48 percent. This interest rate swap is designated as a fair value hedge, which effectively results in an exchange of existing obligations to pay fixed interest rates for an obligation to pay floating rates.

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Sensitivity analysis of the projected incremental effect of a hypothetical 10 percent change in interest rates on financial assets and liabilities as of March 31, 2011 is provided in the following table.

(In millions)	Fair Value			Incremental Change in Fair Value
Financial assets (liabilities)(1)
Interest rate swap agreement	$	(1	)(2)	$	—	(3)
Long-term debt(4)	$	(3,027	)(2)	$	(167	)(3)

(1) Fair value of cash and cash equivalents, receivables, accounts payable, accrued interest and debt payable to Marathon Oil and its subsidiaries approximate carrying value and are relatively insensitive to changes in interest rates due to the short-term maturity of the instruments. Accordingly, these instruments are excluded from the table.

(2) Fair value was based on market prices, where available, or current borrowing rates for financings with similar terms and maturities.

(3) For the interest rate swap agreement, this assumes a 10 percent decrease in the effective swap rate at March 31, 2011. For long-term debt, this assumes a 10 percent decrease in the weighted average yield-to-maturity at March 31, 2011.

(4) Excludes capital leases.

At March 31, 2011, our portfolio of long-term debt was substantially comprised of fixed-rate instruments. Therefore, the fair value of the portfolio is relatively sensitive to interest rate fluctuations. Our sensitivity to interest rate declines and corresponding increases in the fair value of our debt portfolio unfavorably affects our results of operations and cash flows only when we elect to repurchase or otherwise retire fixed-rate debt at prices above carrying value.

Foreign Currency Exchange Rate Risk

We are impacted by foreign exchange rate fluctuations related to some of our purchases of crude oil denominated in Canadian Dollars. We did not utilize derivatives to manage our market risk exposure to these foreign exchange rate fluctuations.

Counterparty Risk

We are also exposed to financial risk in the event of nonperformance by counterparties. We regularly review the creditworthiness of counterparties and enter into master netting agreements when appropriate.

Forward-Looking Statements

These quantitative and qualitative disclosures about market risk include forward-looking statements with respect to management’s opinion about risks associated with the use of derivative instruments. These statements are based on certain assumptions with respect to market prices and industry supply of and demand for crude oil, other refinery feedstocks, refined products and ethanol. If these assumptions prove to be inaccurate, future outcomes with respect to our use of derivative instruments may differ materially from those discussed in the forward-looking statements.

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BUSINESS

Overview

We are currently a wholly owned subsidiary of Marathon Oil. Our company was incorporated in Delaware on November 9, 2009, in connection with an internal restructuring. Following the spin-off, we will be an independent, publicly traded company. Marathon Oil will not retain any ownership interest in our company. Our assets and business consist of those that Marathon Oil attributes to its existing petroleum refining, marketing and transportation operations and that are reported as its refining, marketing and transportation segment in its financial statements.

We are one of the largest petroleum product refiners, transporters and marketers in the United States. We currently own and operate six refineries, all located in the United States, with an aggregate crude oil refining capacity in excess of 1.1 million barrels per day. Our refineries supply refined products to resellers and consumers within our market areas, including the Midwest, Gulf Coast and Southeast regions of the United States. We distribute refined products to our customers through one of the largest private domestic fleets of inland petroleum product barges, one of the largest terminal operations in the United States, and a combination of MPC-owned and third-party-owned trucking and rail assets. We currently own, operate, lease or have ownership interests in approximately 9,600 miles of crude and refined product pipelines to deliver crude oil to our refineries and other locations and refined products to wholesale and retail market areas, making us one of the largest petroleum pipeline companies in the United States on the basis of total volumes delivered. We sell refined products to wholesale marketing customers, large consumers such as utilities and on the spot market. We sell light products at 62 owned and operated and approximately 45 other exchange/throughput terminals throughout our 18-state wholesale market area. We supply refined products to approximately 5,100 Marathon^®-branded retail outlets located within our market areas, which are operated by independent dealers and jobbers. In addition, we currently sell refined products directly to consumers through approximately 1,350 Speedway^®-branded stores, which one of our subsidiaries owns and operates.

For the three months ended March 31, 2011, we generated revenues of approximately $17.8 billion and income from operations of approximately $819 million. For the three months ended March 31, 2010, we generated revenues of approximately $13.4 billion and a loss from operations of approximately $419 million. For the year ended December 31, 2010, we generated revenues of approximately $62.5 billion and income from operations of approximately $1.01 billion. For the year ended December 31, 2009, we generated revenues of approximately $45.5 billion and income from operations of approximately $654 million. For financial information about our business segments, please see the tables in note 4 to the unaudited combined financial statements and note 7 to the audited combined financial statements included in this information statement, which presents revenue, income from operations, depreciation and amortization expense and capital expenditures for the three months ended March 31, 2011 and the years ended December 31, 2010, 2009 and 2008.

Our operations consist of three business segments:

• Refining and Marketing—refines crude oil and other feedstocks at our six refineries in the Gulf Coast and Midwest regions of the United States and distributes refined products through various means, including barges, terminals and trucks that we own or operate. We sell refined products to wholesale marketing customers domestically and internationally, to buyers on the spot market, to our Speedway business segment and to dealers and jobbers who operate Marathon^®-branded retail outlets;

• Speedway—sells transportation fuels and convenience products in the retail market, primarily in the Midwest, through Speedway^®-branded convenience stores; and

• Pipeline Transportation—transports crude oil and other feedstocks to our refineries and other locations, delivers refined products to wholesale and retail market areas and owns, among other transportation-related assets, a majority interest in LOOP LLC, which is the owner and operator of the only U.S. deepwater oil port.

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On December 1, 2010, we completed the sale of the Northern-Tier Assets. These assets included the 74,000 barrel-per-day St. Paul Park refinery and associated terminals, 166 SuperAmerica^®-branded convenience stores (including six stores in Wisconsin) along with the SuperMom’s^® bakery (a baked goods supply operation) and certain associated trademarks, SuperAmerica Franchising LLC, interests in pipeline assets in Minnesota and associated inventories. This transaction was approximately $935 million, which included approximately $330 million for inventories. We received $740 million in cash, net of closing costs but prior to post-closing adjustments. The terms of the sale included (1) a preferred stock interest in the entity that holds the Northern-Tier Assets with a stated value of $80 million, (2) a maximum $125 million earnout provision payable to us over eight years, (3) a maximum $60 million of margin support payable to the buyer over two years, up to a maximum of $30 million per year, (4) a receivable from the buyer of $107 million fully collected in the first quarter of 2011 and (5) guarantees with a maximum exposure of $11 million made by us on behalf of and to the buyer related to a limited number of convenience store sites. As a result of this continuing involvement, the related gain on sale of $89 million was deferred. The timing and amount of deferred gain ultimately recognized in the income statement is subject to the resolution of our continuing involvement. The operating statistics included in this “Business” description reflect the exclusion of these assets, except as otherwise indicated.

Our Competitive Strengths

High Quality Asset Base

We believe we are the largest crude oil refiner in the Midwest and the fifth largest in the United States, based on crude oil refining capacity. We currently own a six-plant refinery network with over 1.1 million barrels per day of crude oil throughput capacity. Our refineries process a wide range of crude oils, including heavy and sour crude oils, which can be purchased at a discount to sweet crude, and produce transportation fuels such as gasoline and distillate, as well as other refined products.

Strategic Location

The geographic locations of our refineries and our extensive midstream distribution system provide us with significant strategic advantages. Located in PADD II and PADD III, which consist of states in the Midwest and the Gulf Coast regions of the United States, our refineries have the ability to procure crude oil from a variety of supply sources, including domestic, Canadian and other foreign sources, which provides us with flexibility to optimize supply costs. For example, geographic proximity to Canadian crude oil supply sources allows our refineries to incur lower transportation costs than competitors transporting Canadian crude oil to the Gulf Coast for refining. Our refinery locations and midstream distribution system also allow us to serve a broad range of key end-user markets across the United States quickly and cost-effectively.

Attractive Growth Opportunities Through Internal Projects

We believe that we have attractive growth opportunities through internal capital projects. We recently completed a major expansion project at our Garyville, Louisiana refinery, which initially expanded the crude oil refining capacity of this refinery by 180 mbpd to 436 mbpd. The Garyville expansion project has enhanced our scale efficiency and our feedstock flexibility. We are also continuing work on a currently projected $2.2 billion heavy oil upgrading and expansion project at our Detroit, Michigan refinery. When completed in the second half of 2012, the project will enable the refinery to process additional heavy, sour crude oils, including Canadian bitumen blends, and will increase the refinery’s crude oil refining capacity by approximately 15 mbpd. The estimated project costs referenced in this paragraph exclude amounts for capitalized interest.

Extensive Midstream Distribution Networks

We believe the relative scale of our transportation and distribution assets and operations distinguishes us from other refining and marketing companies. We own one of the largest petroleum pipeline companies in the United States based on total volume delivered. We also own one of the largest private domestic fleets of inland petroleum product barges and one of the largest terminal operations in the United States, as well as trucking and

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rail assets. We operate this system in coordination with our refining network, which enables us to achieve synergies by transferring intermediate stocks between refineries, optimizing feedstock and raw material supplies and optimizing refined product distribution. This in turn results in economy-of-scale advantages that contribute to profitability.

Competitively Positioned Marketing Operations

We are one of the largest wholesale suppliers of gasoline and distillate to resellers within each of our market areas. We have two strong retail brands: Speedway^® and Marathon^®. We believe our Speedway^® stores, which we operate through our Speedway subsidiary, comprise one of the largest chains of company-owned and operated retail gasoline and convenience stores in the Midwest and the fourth largest in the United States. The Marathon^® brand is an established motor fuel brand in the Midwest and Southeast regions of the United States, and is available through approximately 5,100 branded locations in 18 states. We believe our distribution system allows us to maximize the sale value of our products and minimize cost.

Established Track Record of Profitability

We have demonstrated an ability to achieve competitive financial results throughout all stages of the recent downstream business cycle. Our historical net income (loss) in the three months ended March 31, 2011 and 2010 and the years 2010, 2009 and 2008 was $529 million, ($289 million), $623 million, $449 million and $1,215 million, respectively. We believe our business mix and business strategies position us well to continue to achieve competitive financial results.

Our Business Strategies

Pursue Growth by Expanding and Upgrading Existing Asset Base

We continually evaluate opportunities to expand our existing asset base and consider capital projects that enhance our core competitiveness in the downstream business. Our recently completed Garyville expansion project initially increased that refinery’s crude oil refining capacity by approximately 180 mbpd. Our current initiatives include an upgrade project at our Detroit, Michigan refinery, which will enhance our ability to process lower-cost heavier and sourer crude oils, as well as increase the refinery’s crude oil refining capacity by approximately 15 mbpd. We will continue to pursue other growth opportunities that provide an attractive return on capital.

Increase Profitability Through Margin Improvement

We intend to increase the profitability of our existing assets by pursuing a number of margin improvement opportunities, including increasing our feedstock flexibility and increasing our production of more high-value end products. We intend to increase our feedstock flexibility by completing our expansion and upgrade project at Detroit. By refining heavier crude oil, we will be able to reduce our overall feedstock costs without sacrificing the value of our refined products.

Selectively Pursue Acquisitions

Our management team has demonstrated its ability to identify complementary assets, consummate acquisitions on favorable terms and integrate acquired assets. Our management’s acquisition experience includes substantial involvement in the combination of the refining, marketing and transportation assets of Ashland with those of Marathon Oil into a jointly owned business in 1998 and Marathon Oil’s subsequent acquisition of Ashland’s interest in 2005. We will continue to evaluate potential acquisitions, with the aim of increasing earnings while maintaining financial discipline. We may also pursue the strategic divestiture of assets from time to time, when doing so is in our best long-term interest. An example is the recent sale of our Northern-Tier Assets, as described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We believe that our separation from Marathon Oil will enhance our ability to execute this strategy by allowing us to focus on assets that are best suited to our downstream business.

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Risk Factors

Our business is subject to a number of risks, including risks related to the spin-off. The following list of risk factors is not exhaustive. Please read “Risk Factors” carefully for a more thorough description of these and other risks.

Risks Related to the Spin-Off

• We may not realize the potential benefits from the spin-off.

• Our historical combined and pro forma financial information are not necessarily indicative of our future financial condition, future results of operations or future cash flows nor do they reflect what our financial condition, results of operations or cash flows would have been as an independent public company during the periods presented.

• We have no history operating as an independent public company. We will incur significant expenses to create the corporate infrastructure necessary to operate as an independent public company, and we will experience increased ongoing costs in connection with being an independent public company.

• If the spin-off does not qualify as a tax-free transaction, you and Marathon Oil could be subject to material amounts of taxes and, in certain circumstances, our company could be required to indemnify Marathon Oil for material taxes pursuant to indemnification obligations under the tax sharing agreement.

• We may not be able to engage in desirable strategic or capital raising transactions following the spin-off. In addition, under some circumstances, we could be liable for any adverse tax consequences resulting from engaging in significant strategic or capital-raising transactions.

• Potential indemnification liabilities to Marathon Oil pursuant to the separation and distribution agreement could materially and adversely affect our business, financial condition, results of operations and cash flows.

• Following the spin-off, we will have substantial debt obligations that could restrict our business, financial condition, results of operations or cash flows. In addition, our business, financial condition, results of operations and cash flows could be harmed by a deterioration of our credit profile or by factors adversely affecting the credit markets generally.

Risks Related to Our Industry and Our Business

• A substantial or extended decline in refining and marketing gross margins would reduce our operating results and cash flows and could materially adversely impact our future rate of growth and the carrying value of our assets.

• Changes in environmental or other laws or regulations may reduce our refining and marketing gross margins.

• Worldwide political and economic developments could materially and adversely impact our business, financial condition, results of operations and cash flows.

Risks Relating to Ownership of Our Common Stock

• Because there has not been any public market for our common stock, the market price and trading volume of our common stock may be volatile and you may not be able to resell your shares at or above the initial market price of our common stock following the spin-off.

• Provisions in our corporate documents and Delaware law could delay or prevent a change in control of our company, even if that change may be considered beneficial by some of our stockholders.

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Refining and Marketing

We currently own and operate six refineries in the Gulf Coast and Midwest regions of the United States with an aggregate crude oil refining capacity of over 1.1 million barrels per day as of December 31, 2010. For the three months ended March 31, 2011, our refineries processed 1,114 mbpd of crude oil and 207 mbpd of other charge and blend stocks. For the three months ended March 31, 2010, our refineries processed 1,003 mbpd of crude oil and 97 mbpd of other charge and blend stocks. During 2010 (including the St. Paul Park refinery until December 1), our refineries processed 1,173 mbpd of crude oil and 162 mbpd of other charge and blend stocks. During 2009, our refineries (including the St. Paul Park refinery) processed 957 mbpd of crude oil and 196 mbpd of other charge and blend stocks. The table below sets forth the location and daily crude oil refining capacity of each of our currently owned refineries.

Refinery	12/31/2010 Crude Oil Refining Capacity (mbpd)(1)
Garyville, Louisiana		464
Catlettsburg, Kentucky		212
Robinson, Illinois		206
Detroit, Michigan		106
Canton, Ohio		78
Texas City, Texas		76
Total		1,142

(1) Refining throughput can exceed crude oil capacity due to the processing of other feedstocks in addition to crude oil.

Our refineries include crude oil atmospheric and vacuum distillation, fluid catalytic cracking, catalytic reforming, desulfurization and sulfur recovery units. The refineries process a wide variety of crude oils and produce numerous refined products, ranging from transportation fuels, such as reformulated gasolines, blend-grade gasolines intended for blending with fuel ethanol and ultra-low-sulfur diesel fuel, to heavy fuel oil and asphalt. Additionally, we manufacture aromatics, cumene, propane, propylene and sulfur. Our refineries are integrated with each other via pipelines, terminals and barges to maximize operating efficiency. The transportation links that connect our refineries allow the movement of intermediate products between refineries to optimize operations, produce higher margin products and utilize our processing capacity efficiently. For example, naphtha may be moved from Texas City to Robinson where excess reforming capacity is available. Also, by shipping intermediate products between facilities during partial refinery shutdowns, we are able to utilize processing capacity that is not directly affected by the shutdown work.

Garyville, Louisiana Refinery. Our Garyville, Louisiana refinery is located along the Mississippi River in southeastern Louisiana between New Orleans and Baton Rouge. The Garyville refinery is configured to process heavy sour crude oil into products such as gasoline, distillates, sulfur, asphalt, propane, polymer grade propylene, isobutane and coke. An expansion project was completed in the fourth quarter of 2009 that increased Garyville’s crude oil refining capacity, making it one of the largest refineries in the U.S. Our Garyville refinery has earned designation as a U.S. Occupational Safety and Health Administration (“OSHA”) Voluntary Protection Program (“VPP”) STAR site.

Catlettsburg, Kentucky Refinery. Our Catlettsburg, Kentucky refinery is located in northeastern Kentucky on the western bank of the Big Sandy River, near the confluence with the Ohio River. The Catlettsburg refinery processes sweet and sour crude oils into products such as gasoline, asphalt, diesel, jet fuel, petrochemicals, propane, propylene and sulfur.

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Robinson, Illinois Refinery. Our Robinson, Illinois refinery is located in southeastern Illinois. The Robinson refinery processes sweet and sour crude oils into products such as multiple grades of gasoline, jet fuel, kerosene, diesel fuel, propane, propylene, sulfur and anode-grade coke. The Robinson refinery has earned designation as an OSHA VPP STAR site.

Detroit, Michigan Refinery. Our Detroit, Michigan refinery is located near Interstate 75 in southwest Detroit. It is the only petroleum refinery currently operating in Michigan. The Detroit refinery processes light sweet and heavy sour crude oils, including Canadian crude oils, into products such as gasoline, diesel, asphalt, slurry, propane, chemical grade propylene and sulfur. In 2007, we approved a heavy oil upgrading and expansion project at this refinery, with a current projected cost of $2.2 billion (excluding capitalized interest). This project will enable the refinery to process an additional 80 mbpd of heavy sour crude oils, including Canadian bitumen blends, and will increase its crude oil refining capacity by approximately 15 mbpd. Construction began in the first half of 2008 and reached 55 percent completion at March 31, 2011. The project is expected to be complete in the second half of 2012. Our Detroit refinery was certified as a Michigan VPP STAR site in the first quarter of 2010.

Canton, Ohio Refinery. Our Canton, Ohio refinery is located approximately 60 miles southeast of Cleveland, Ohio. The Canton refinery processes sweet and sour crude oils into products such as gasoline, diesel fuels, kerosene, propane, sulfur, asphalt, roofing flux, home heating oil and No. 6 industrial fuel oil.

Texas City, Texas Refinery. Our Texas City, Texas refinery is located on the Texas Gulf Coast approximately 30 miles south of Houston, Texas. The refinery processes sweet crude oil into products such as gasoline, propane, chemical grade propylene, slurry, sulfur and aromatics.

Planned maintenance activities, or turnarounds, requiring temporary shutdown of certain refinery operating units, are periodically performed at each refinery. In recent years, planned turnarounds have occurred at several refineries per year.

Refined Product Yields

The following table sets forth our refinery production (including the St. Paul Park refinery until December 1, 2010) by product group for the three months ended March 31, 2011 and 2010 and each of the last three years (in mbpd).

	Three months ended March 31, 2011		Three months ended March 31, 2010		2010		2009		2008
Gasoline		731		576		726		669		609
Distillates		408		306		409		326		342
Propane		24		20		24		23		22
Feedstocks and special products		116		116		97		62		96
Heavy fuel oil		21		14		24		24		24
Asphalt		49		77		76		66		75
Total		1,349		1,109		1,356		1,170		1,168

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Crude Oil Supply

We obtain most of the crude oil we refine through negotiated contracts and purchases or exchanges on the spot market. Our crude oil supply contracts are generally term contracts with market-related pricing provisions. The following table provides information on our sources of crude oil for the three months ended March 31, 2011 and 2010 and each of the last three years (including the St. Paul Park refinery until December 1, 2010) (in mbpd). The crude oil sourced outside of North America was acquired from various foreign national oil companies, producing companies and trading companies.

Sources of Crude Oil Refined	Three months ended March 31, 2011		Three months ended March 31, 2010		2010		2009		2008
United States		661		728		720		613		466
Canada		128		91		115		136		135
Middle East and Africa		270		131		250		154		244
Other international		55		53		88		54		99
Total(1)		1,114		1,003		1,173		957		944
Average cost of crude oil throughput (dollars per barrel)	$	95.99	$	78.52	$	78.57	$	62.10	$	98.34

(1) Our net purchases of crude oil from Marathon Oil were approximately 75, 45, 66, 36 and 27 mbpd for the three months ended March 31, 2011 and 2010 and the years 2010, 2009 and 2008, respectively.

Our refineries receive crude oil and other feedstocks and distribute our refined products through a variety of channels, including pipelines, trucks, railcars, ships and barges.

Refined Product Marketing and Distribution

We believe we are one of the largest wholesale suppliers of gasoline and distillates to resellers and consumers within our 18-state market area in the Midwest, Gulf Coast and Southeast regions of the United States. Independent retailers, unbranded jobbers, Marathon^®-brand dealers and jobbers, our Speedway^® stores, airlines, transportation companies, railroads, marine companies and utilities comprise the core of our customer base.

The following table sets forth, as a percentage of total refined product sales, sales of refined products to our different customer types for the three months ended March 31, 2011 and 2010 and the year ended December 31, 2010 (including the Northern-Tier Assets until December 1, 2010).

Customer type	Three months ended March 31, 2011			Three months  ended March 31, 2010			Year Ended December 31, 2010
Private-brand marketers, commercial and industrial consumers		72	%		68	%		70	%
Marathon®-branded dealers and jobbers		17	%		18	%		17	%
Speedway segment’s retail outlets		11	%		14	%		13	%

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The following table sets forth the locations (by state) where Marathon^®-brand dealers and jobbers maintain Marathon^®-branded retail outlets, as of March 31, 2011:

State	Number of Marathon®-Branded Stations
Alabama		139
Florida		265
Georgia		286
Illinois		453
Indiana		654
Kentucky		601
Maryland		1
Michigan		778
Minnesota		88
North Carolina		306
Ohio		890
Pennsylvania		24
South Carolina		98
Tennessee		175
Texas		1
Virginia		133
West Virginia		109
Wisconsin		88
Total		5,089

The following table sets forth our refined products sales volumes by product group and our average sales price for the three months ended March 31, 2011 and 2010 and each of the last three years (including the Northern-Tier Assets until December 1, 2010) (in mbpd).

	Refined Product Sales
	Three months ended March 31, 2011		Three months ended March 31, 2010		2010		2009		2008
Gasoline		882		785		912		819		744
Distillates		451		359		434		355		374
Propane		29		22		24		23		22
Feedstocks and special products		111		98		103		75		100
Heavy fuel oil		21		14		23		24		23
Asphalt		47		66		77		69		76
Total		1,541		1,344		1,573		1,365		1,339
Average sales price (dollars per gallon)	$	2.75	$	2.20	$	2.24	$	1.86	$	2.78

As of March 31, 2011, we owned and operated 62 light product and 21 asphalt terminals. In addition, we distribute through approximately 45 third-party light product and 12 third-party asphalt terminals in our market area. As of that date, our marine transportation operations included 15 towboats, as well as 166 owned and 8 leased barges that transport refined products on the Ohio, Mississippi and Illinois rivers and their tributaries, as well as the Intercoastal Waterway. We lease or own approximately 1,760 railcars of various sizes and capacities for movement and storage of refined products. In addition, we own 118 transport trucks for the movement of refined products.

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Gasoline and Distillates. We sell gasoline, gasoline blendstocks and No. 1 and No. 2 fuel oils (including kerosene, jet fuel and diesel fuel) to wholesale marketing customers in the Midwest, Gulf Coast and southeastern regions of the United States. For the three months ended March 31, 2011, we sold 57 percent of our gasoline volumes and 89 percent of our distillates volumes on a wholesale or spot market basis. Including the Northern-Tier Assets, for the three months ended March 31, 2010, we sold 51 percent of our gasoline volumes and 87 percent of our distillate volumes on a wholesale or spot market basis. Including the Northern-Tier Assets until December 1, 2010, we sold 54 percent of our gasoline volumes and 88 percent of our distillates volumes on a wholesale or spot market basis for 2010, and 52 percent of our gasoline volumes and 87 percent of our distillates volumes on a wholesale or spot market basis in 2009. The demand for gasoline and distillates is seasonal in many of our markets, with demand typically being at its highest levels during the summer months.

Renewable Fuels. We have blended ethanol into gasoline for over 20 years and began expanding our blending program in 2007, in part due to federal regulations that require us to use specified volumes of renewable fuels. Including the Northern-Tier Assets until December 1, 2010, ethanol volumes sold in blended gasoline were 67 mbpd in the three months ended March 31, 2011, 63 mbpd in the three months ended March 31, 2010, 68 mbpd in 2010, 60 mbpd in 2009 and 54 mbpd in 2008. The future expansion or contraction of our ethanol blending program will be driven by the economics of the ethanol supply and by government regulations. We sell reformulated gasoline, which is also blended with ethanol, in parts of our marketing territory, including: Chicago, Illinois; Louisville, Kentucky; northern Kentucky; and Milwaukee, Wisconsin. We also sell biodiesel-blended diesel in Illinois, Kentucky and Pennsylvania.

We hold a 35 percent interest in an entity which owns and operates a 110-million-gallon-per-year ethanol production facility in Clymers, Indiana. We also own a 50 percent interest in an entity which owns a 110-million-gallon-per-year ethanol production facility in Greenville, Ohio. Both of these facilities are managed by a co-owner.

Propane. We produce propane at all six of our refineries. Propane is primarily used for home heating and cooking, as a feedstock within the petrochemical industry, for grain drying, and as a fuel for trucks and other vehicles. Our propane sales are typically split evenly between the home heating market and industrial consumers.

Petrochemicals and Special Products. We are a producer and marketer of petrochemicals and specialty products. Product availability varies by refinery and includes benzene, cumene, dilute naphthalene oil, molten sulfur, propylene, toluene and xylene. We market propylene, cumene and sulfur domestically to customers in the chemical industry. In early 2009, we discontinued production and sales of petroleum pitch and aliphatic solvents at our Catlettsburg refinery.

Heavy Fuel Oil. We produce and market heavy residual fuel oil or related components at all six of our refineries. Heavy residual fuel oil is primarily used in the utility and ship bunkering (fuel) industries, though there are other more specialized uses of the product.

Asphalt. We have refinery-based asphalt production capacity of up to 92 mbpd. We market asphalt through 33 owned or leased terminals throughout the Midwest and Southeast. We have a broad customer base, including asphalt-paving contractors, government entities (states, counties, cities and townships) and asphalt roofing shingle manufacturers. We sell asphalt in the wholesale and cargo markets via rail and barge. We also produce asphalt cements, polymer modified asphalt, emulsified asphalt and industrial asphalts.

Petroleum Coke. We have the capacity to produce 1,400 tons per day of anode grade coke at our Robinson refinery, which is used to make carbon anodes for the aluminum smelting industry, and 5,500 tons per day of fuel grade coke at the Garyville refinery, which is used for power generation and in miscellaneous industrial applications.

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Speedway

Our Speedway subsidiary sells gasoline and merchandise through retail outlets that it owns and operates, primarily under the Speedway^® brand. Diesel fuel is also sold at a number of these outlets. Speedway^®-branded retail outlets offer a wide variety of merchandise, such as prepared foods, beverages and non-food items, including a significant number of private-label items. For 12 consecutive quarters through December 31, 2010, Speedway’s stores have been rated as the best convenience store chain in terms of overall customer satisfaction in a national consumer perception survey conducted by Corporate Research International^®. In 2011, 2010 and 2009, Harris Interactive’s Harris Poll EquiTrend^® annual brand equity study named Speedway^® the number one gasoline brand with consumers. Speedy Rewards™, an industry-leading customer loyalty program, has built active membership to 3.5 million customers (including those who patronize stores included in the Northern-Tier Assets).

As of March 31, 2011, Speedway had 1,353 retail outlets in seven states. Revenues from sales of non-petroleum merchandise through our retail outlets (including those we sold as part of the sale of the Northern-Tier Assets until December 1, 2010) totaled $663 million in the three months ended March 31, 2011, $731 million in the three months ended March 31, 2010, $3,195 million in 2010, $3,109 million in 2009 and $2,838 million in 2008. The demand for gasoline is seasonal in a majority of Speedway’s markets, with the highest demand usually occurring during the summer driving season. Margins from the sale of merchandise and services tend to be less volatile than margins from the retail sale of gasoline and diesel fuel.

As of March 31, 2011, the Speedway segment’s retail outlets were located in the following states:

State	Stores(1)
Illinois		94
Indiana		235
Kentucky		130
Michigan		301
Ohio		470
West Virginia		60
Wisconsin		63
Total		1,353

(1) Includes stores operating primarily under the Speedway^® and RichOil^® brand names.

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Pipeline Transportation

We own a system of pipelines through Marathon Pipe Line LLC (“MPL”) and Ohio River Pipe Line LLC (“ORPL”), both of which are wholly owned subsidiaries of ours. Our pipeline systems transport crude oil and refined products, primarily in the Midwest and Gulf Coast regions, to our refineries, our terminals and other pipeline systems. Our MPL and ORPL wholly owned and undivided interest common carrier systems consist of 1,707 miles of crude oil lines and 1,825 miles of refined product lines comprising 31 systems located in 11 states, as of March 31, 2011. The MPL common carrier pipeline network is one of the largest petroleum pipeline systems in the United States, based on total volume delivered. Our common carrier pipeline systems are subject to state and Federal Energy Regulatory Commission regulations and guidelines, including published tariffs for the transportation of crude oil and refined products. Third parties generated 11 percent of the crude oil and refined product shipments on our MPL and ORPL common carrier pipelines in 2010. Our MPL and ORPL common carrier pipelines transported the volumes shown in the following table for the three months ended March 31, 2011 and 2010 and each of the last three years.

	Pipeline Barrels Handled (mbpd)
	Three months  ended March 31, 2011		Three months ended March 31, 2010
					2010		2009		2008
Crude oil trunk lines(1)		1,174		1,162		1,204		1,113		1,216
Refined products trunk lines		972		698		968		953		960
Total		2,146		1,860		2,172		2,066		2,176

(1) For all periods presented, excludes volumes transported on a crude oil system that was transferred from common carrier to private service in the fourth quarter of 2009.

As of March 31, 2011, we also own 175 miles of private crude oil pipelines and 846 miles of private refined products pipelines, and we lease 217 miles of common carrier refined product pipelines. We have partial ownership interests in several pipeline companies that have approximately 110 miles of crude oil pipelines and 3,600 miles of refined products pipelines, including about 970 miles operated by MPL. In addition, MPL operates our private pipelines and 985 miles of crude oil and 160 miles of natural gas pipelines owned by Marathon Oil. For a discussion of the agreements relating to these pipelines operated for Marathon Oil, see “Relationship with Marathon Oil after the Spin-Off—Historical Relationship with Marathon Oil.”

Our major refined product pipelines include the owned and operated Cardinal Products Pipeline and the Wabash Pipeline. The Cardinal Products Pipeline delivers refined products from Kenova, West Virginia, to Columbus, Ohio. The Wabash Pipeline system delivers product from Robinson, Illinois, to various terminals in the area of Chicago, Illinois. Other significant refined product pipelines owned and operated by MPL extend from: Robinson, Illinois to Louisville, Kentucky; Garyville, Louisiana to Zachary, Louisiana; and Texas City, Texas to Pasadena, Texas.

In addition, as of March 31, 2011, we had ownership interests in the following refined product pipelines:

• 65 percent undivided ownership interest in the Louisville-Lexington system, a petroleum products pipeline system extending from Louisville to Lexington, Kentucky;

• 60 percent interest in Muskegon Pipeline LLC, which owns a refined products pipeline extending from Griffith, Indiana to North Muskegon, Michigan;

• 50 percent interest in Centennial Pipeline LLC, which owns a refined products system connecting the Gulf Coast region with the Midwest market;

• 17 percent interest in Explorer Pipeline Company, a refined products pipeline system extending from the Gulf Coast to the Midwest; and

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• 6 percent interest in Wolverine Pipe Line Company, a refined products pipeline system extending from Chicago, Illinois to Toledo, Ohio.

Our major owned and operated crude oil lines run from: Patoka, Illinois to Catlettsburg Kentucky; Patoka, Illinois to Robinson, Illinois; Patoka, Illinois to Lima Ohio; Lima, Ohio to Canton, Ohio; Samaria, Michigan to Detroit, Michigan; and St. James, Louisiana to Garyville, Louisiana.

In addition, we currently have interests in the following crude oil pipelines:

• 51 percent interest in LOOP LLC, the owner and operator of the Louisiana Offshore Oil Port (“LOOP”), which is the only U.S. deepwater oil port capable of receiving crude oil from very large crude carriers, located 18 miles off the coast of Louisiana, and a crude oil pipeline connecting the port facility to storage caverns and tanks at Clovelly, Louisiana;

• 59 percent interest in LOCAP LLC, which owns a crude oil pipeline connecting LOOP and the Capline system;

• 33 percent undivided joint interest in the Capline system, a large-diameter crude oil pipeline extending from St. James, Louisiana to Patoka, Illinois; and

• 26 percent undivided joint interest in the Maumee Pipeline System, a large diameter crude oil pipeline extending from Lima, Ohio to Samaria, Michigan.

We plan to construct, by the end of 2012, a new section of pipeline connecting an existing pipeline to our Detroit refinery. This new connection will allow us to deliver additional supplies of Canadian crude to that refinery.

The above discussion contains forward looking statements with respect to the plans to construct a new section of pipeline. Factors which could affect these plans include transportation logistics, availability of materials and labor, unforeseen hazards such as weather conditions, delays in obtaining or conditions imposed by necessary government and third-party approvals, and other risks customarily associated with construction projects.

Competition and Market Conditions

The downstream petroleum business is highly competitive, particularly with regard to accessing crude oil and other feedstock supply and marketing refined products. We compete with a large number of other companies to acquire crude oil for refinery processing and in the distribution and marketing of a full array of petroleum products. Based upon the “The Oil & Gas Journal 2010 Worldwide Refinery Survey,” we ranked fifth among U.S. petroleum companies on the basis of U.S. crude oil refining capacity as of January 1, 2011. We compete in four distinct markets for the sale of refined products—wholesale, spot, branded and retail distribution. We believe we compete with about 54 companies in the sale of refined products to wholesale marketing customers, including private-brand marketers and large commercial and industrial consumers; about 91 companies in the sale of refined products in the spot market; ten refiners or marketers in the supply of refined products to refiner-branded dealers and jobbers; and approximately 250 retailers in the retail sale of refined products. In addition, we compete with producers and marketers in other industries that supply alternative forms of energy and fuels to satisfy the requirements of our industrial, commercial and individual consumers. We do not produce any of our crude oil.

We also face strong competition for sales of retail gasoline and merchandise. Our competitors include service stations and convenience stores operated by fully integrated major oil companies and their dealers and jobbers and other well-recognized national or regional retail outlets, often selling gasoline or merchandise at aggressively competitive prices. In recent years, several non-traditional retailers, such as supermarkets, club stores and mass merchants, have affected the convenience store industry with their entrance into the retail transportation fuel business. The National Petroleum News estimates such retailers had 12 percent of the U.S. gasoline market in 2010.

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Our pipeline transportation operations are highly regulated, which affects the rates that our common carrier equity pipelines can charge for transportation services and the return we obtain from such pipelines.

Market conditions in the oil and gas industry are cyclical and subject to global economic and political events and new and changing governmental regulations. Our operating results are affected by price changes in crude oil, natural gas and refined products, as well as changes in competitive conditions in the markets we serve. Price differentials between sweet and sour crude oil also affect our operating results.

Demand for gasoline, diesel fuel and asphalt is higher during the spring and summer months than during the winter months in most of our markets, primarily due to seasonal increases in highway traffic. As a result, the operating results for each of our segments for the first and fourth quarters are generally lower than for those in the second and third quarters of each calendar year.

Environmental Matters

Our management is responsible for ensuring that our operating organizations maintain environmental compliance systems that support and foster our compliance with applicable laws and regulations, and for reviewing our overall performance associated with various environmental compliance programs. We also have a Crisis Management Team, composed primarily of senior management, which oversees our response to any major environmental or other emergency incident involving us or any of our properties.

We believe it is likely that the scientific and political attention to issues concerning the extent, causes of and responsibility for climate change will continue, with the potential for further regulations that could affect our operations. Currently, various legislative and regulatory measures to address greenhouse gas are in various phases of review, discussion or implementation. The cost to comply with these laws and regulations cannot be estimated at this time, but could be significant. For additional information, see “Risk Factors—Risks Relating to Our Industry and Our Business—Changes in environmental or other laws or regulations may reduce our refining and marketing gross margins” and “—We will continue to incur substantial capital expenditures and operating costs as a result of compliance with, and changes in, environmental, health, safety and security laws and regulations, and, as a result, our business, financial condition, results of operations and cash flows could be materially and adversely affected.” Additionally, we continuously strive to improve operational and energy efficiencies through resource and energy conservation where practicable and cost effective.

Our operations are also subject to numerous other laws and regulations relating to the protection of the environment. These environmental laws and regulations include, among others, the Clean Air Act with respect to air emissions, the Clean Water Act (“CWA”) with respect to water discharges, the Resource Conservation and Recovery Act (“RCRA”) with respect to solid and hazardous waste treatment, storage and disposal, CERCLA with respect to releases and remediation of hazardous substances and the Oil Pollution Act of 1990 (“OPA-90”) with respect to oil pollution and response. In addition, many states where we operate have their own similar laws dealing with similar matters. New laws are being enacted and regulations are being adopted by various regulatory agencies on a continuing basis, and the costs of compliance with these new rules can only be broadly appraised until their implementation becomes more accurately defined. In some cases, existing environmental laws can impose liability for the entire cost of cleanup of a contaminated site on any responsible party without regard to negligence or fault and impose liability on us for the conduct of others or conditions others have caused, or for our acts that complied with all applicable requirements when we performed them. The ultimate cost of cleanup under such laws can be difficult to accurately predict. In other cases, the ultimate impact of complying with existing laws and regulations may not be clearly known or determinable because certain implementing regulations for some environmental laws have not yet been finalized or, in some instances, are undergoing revision. These environmental laws and regulations, particularly the 1990 Amendments to the Clean Air Act and its implementing regulations, new water quality requirements and stricter fuel regulations, could result in increased capital, operating and compliance costs.

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For a discussion of environmental capital expenditures and costs of compliance for air, water, solid waste and remediation, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Environmental Matters, Litigation and Contingencies.”

Air

We are subject to substantial requirements in connection with air emissions from our operations. The U.S. EPA issued an “endangerment finding” in 2009 to the effect that greenhouse gases contribute to air pollution and endanger public health and welfare. Related to this endangerment finding, in April of 2010, the EPA finalized a greenhouse gas emissions standard for mobile sources (cars and light duty vehicles). The endangerment finding along with the mobile source standard and EPA’s determination that greenhouse gases are subject to regulation under the Clean Air Act, is expected to lead to widespread regulation of stationary sources of greenhouse gas emissions. As a result, the EPA has issued a so-called “tailoring rule” to limit the applicability of the EPA’s major permitting programs to larger sources of greenhouse gas emissions, such as our refineries and a few large production facilities. Although legal challenges have been filed or are expected to be filed against these EPA actions, no final court decisions are expected for at least a year. The EPA has also issued its plan for establishing greenhouse gas pollution standards under the Clean Air Act in 2011. Under this plan, the EPA is expected to propose standards for refineries in December 2011, and is expected to issue final standards in November 2012. Congress may continue to consider legislation on greenhouse gas emissions, which may include a delay in the implementation of greenhouse gas regulations by the EPA.

Although there may be adverse financial impact (including compliance costs, potential permitting delays and potential reduced demand for crude oil or certain refined products) associated with any legislation, regulation or other action, the extent and magnitude of that impact cannot be reliably or accurately estimated due to the fact that requirements have only recently been adopted and the present uncertainty regarding the additional measures and how they will be implemented.

Of particular significance to our refining operations are EPA Mobile Source Air Toxics II (“MSAT II”) regulations that require reduced benzene levels in refined products. We have finalized our strategic approach to comply with MSAT II regulations and updated the project cost estimates to comply with these requirements. We now estimate that we may spend approximately $650 million over a four-year period that began in 2008, reduced from our previous projection of approximately $1 billion over a six-year period. The overall cost reduction for MSAT II compliance is a result of lower costs for several projects along with our finalization of the most appropriate MSAT II compliance approach for our refineries. Our actual MSAT II expenditures since inception have totaled $555 million through March 31, 2011. We expect total year 2011 spending will be approximately $100 million.

The EPA is in the process of implementing regulations to address the National Ambient Air Quality Standards (the “NAAQS”) for fine particulate emissions and ozone. In connection with these standards, the EPA will designate certain areas as “nonattainment,” meaning that the air quality in such areas does not meet the NAAQS. To address these nonattainment areas, the EPA proposed a rule in 2004 called the Interstate Air Quality Rule (the “IAQR”) that would require significant emissions reductions in numerous states. The final rule, promulgated in 2005, was renamed the Clean Air Interstate Rule (the “CAIR”). While the EPA expects that states will meet their CAIR obligations by requiring emissions reductions from electric generating units, states were to have the final say on what sources they regulate to meet attainment criteria. Significant uncertainty in the final requirements of this rule resulted from litigation (State of North Carolina, et al. v. EPA). In July 2008, the U.S. Court of Appeals for the District of Columbia Circuit vacated the CAIR in its entirety and remanded it to EPA to promulgate a rule consistent with the Court’s opinion. In December 2008, the Court modified its July ruling to leave the CAIR in effect until EPA develops a new rule and control program. The EPA proposed the new Clean Air Transport Rule (“CATR”) on August 2, 2010. The proposed rule is directed at electric generating units, not refineries, and is expected to be finalized in 2011. However, we cannot reasonably estimate any final financial

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impact of the state actions to implement the CATR until the EPA has issued a final rule and states have taken further action to implement that rule.

The EPA is reviewing and is proposing to revise, all NAAQS for criteria air pollutants. The EPA promulgated a revised ozone standard in March 2008, and commenced a multi-year process to develop the implementing rules required by the Clean Air Act. On September 16, 2009, the EPA announced that they would reconsider the level of the ozone standard. On December 8, 2009, the EPA announced that the final ozone NAAQS rule will be completed by July 29, 2011, which is later than originally anticipated by the EPA. Also, on July 15, 2009, the EPA proposed a new short-term nitrogen dioxide standard. The final standard was issued January 22, 2010. In addition, on December 8, 2009, the EPA proposed a new short term standard for sulfur dioxide. This final standard was published on June 22, 2010. We cannot reasonably estimate the final financial impact of these revised NAAQS standard until the implementing rules are established and judicial challenges over the revised NAAQS standards are resolved.

In 2007, the Court vacated the EPA’s Boiler and Process Heater Maximum Achievable Control Technology rule (“Boiler MACT”). As a result, the EPA finalized the Boiler MACT rule in February 2011. The EPA concurrently announced that it would reconsider most provisions of the rule. We cannot reasonably estimate the financial impact of the Boiler MACT rule until the reconsideration is finalized.

Water

We maintain numerous discharge permits as required under the National Pollutant Discharge Elimination System program of the CWA and have implemented systems to oversee our compliance efforts. In addition, we are regulated under OPA-90, which amended the CWA. Among other requirements, OPA-90 requires the owner or operator of a tank vessel or a facility to maintain an emergency plan to respond to releases of oil or hazardous substances. Also, in case of any such release, OPA-90 requires the responsible company to pay resulting removal costs and damages. OPA-90 also provides for civil penalties and imposes criminal sanctions for violations of its provisions.

Additionally, OPA-90 requires that new tank vessels entering or operating in U.S. waters be double-hulled and that existing tank vessels that are not double-hulled be retrofitted or removed from U.S. service, according to a phase-out schedule. All of the barges used for river transport of our raw materials and refined products meet the double-hulled requirements of OPA-90. We operate facilities at which spills of oil and hazardous substances could occur. Some coastal states in which we operate have passed state laws similar to OPA-90, but with expanded liability provisions, including provisions for cargo owner responsibility as well as ship owner and operator responsibility. We have implemented emergency oil response plans for all of our components and facilities covered by OPA-90 and we have established Spill Prevention, Control and Countermeasures (“SPCC”) plans for facilities subject to CWA SPCC requirements.

Solid Waste

We continue to seek methods to minimize the generation of hazardous wastes in our operations. RCRA establishes standards for the management of solid and hazardous wastes. Besides affecting waste disposal practices, RCRA also addresses the environmental effects of certain past waste disposal operations, the recycling of wastes and the regulation of underground storage tanks (“USTs”) containing regulated substances. We have ongoing RCRA treatment and disposal operations at one of our facilities and primarily utilize offsite third-party treatment and disposal facilities. Ongoing RCRA-related costs, however, are not expected to be material to our results of operations or cash flows.

Remediation

We own or operate certain retail outlets where, during the normal course of operations, releases of refined products from USTs have occurred. Federal and state laws require that contamination caused by such releases at

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these sites be assessed and remediated to meet applicable standards. The enforcement of the UST regulations under RCRA has been delegated to the states, which administer their own UST programs. Our obligation to remediate such contamination varies, depending on the extent of the releases and the stringency of the laws and regulations of the states in which we operate. A portion of these remediation costs may be recoverable from the appropriate state UST reimbursement funds once the applicable deductibles have been satisfied. We also have ongoing remediation projects at a number of our refinery, terminal and pipeline locations. Penalties or other sanctions may be imposed for noncompliance. See “—Legal Proceedings—Environmental Proceedings” for a discussion of these sites.

Mileages Standards and Renewable Fuels Requirements

In 2007, the U.S. Congress passed the Energy Independence and Security Act (“EISA”), which, among other things, sets a target of 35 miles per gallon for the combined fleet of cars and light trucks in the United States by model year 2020, and contains a second Renewable Fuel Standard (the “RFS2”). The EPA announced the final RFS2 regulations on February 4, 2010. The RFS2 required 12.95 billion gallons of renewable fuel usage in 2010, increasing to 36.0 billion gallons by 2022. In the near term, the RFS2 will be satisfied primarily with fuel ethanol blended into gasoline. The RFS2 presents production and logistic challenges for both the fuel ethanol and petroleum refining and marketing industries. The RFS2 has required, and will likely in the future continue to require, additional capital expenditures or expenses by us to accommodate increased fuel ethanol use. Within the overall 36.0 billion gallon RFS2, EISA establishes an advanced biofuel RFS2 that begins with 0.95 billion gallons in 2010 and increases to 21.0 billion gallons by 2022. Subsets within the advanced biofuel RFS2 include 1.15 billion gallons of biomass-based diesel in 2010 (due to combining the 2009 and 2010 volumes), which is capped at 1.0 billion gallons starting in 2012, and 0.1 billion gallons of cellulosic biofuel in 2010, increasing to 16.0 billion gallons by 2022. The EPA has determined that 0.1 billion gallons of cellulosic biofuel will not be produced in 2010 and has lowered the requirement to 5.0 million gallons. The advanced biofuels programs will present specific challenges in that we may have to enter into arrangements with other parties to meet our obligations to use advanced biofuels, including biomass-based diesel and cellulosic biofuel, with potentially uncertain supplies of these new fuels.

On October 13, 2010, the EPA issued a partial waiver decision under the Clean Air Act to allow for an increase in the amount of ethanol permitted to be blended into gasoline from 10 percent (“E10”) to 15 percent (“E15”) for 2007 and newer light-duty motor vehicles. Then on January 21, 2011, the EPA issued a second waiver for the use of E15 in vehicles model year 2001-2006. There are numerous issues, including state and federal regulatory issues, that would need to be addressed before E15 can be marketed for use in any traditional gasoline engines.

There will be compliance costs and uncertainties regarding how we will comply with the various requirements contained in EISA and related regulations. We may experience a decrease in demand for refined petroleum products due to an increase in combined fleet mileage or due to refined petroleum products being replaced by renewable fuels.

Legal Proceedings

We are the subject of, or a party to, a number of pending or threatened legal actions, contingencies and commitments involving a variety of matters, including laws and regulations relating to the environment. Some of these matters are discussed below. The ultimate resolution of some of these contingencies could, individually or in the aggregate, be material.

Kentucky Emergency Pricing Litigation

In May 2007, the Kentucky Attorney General filed a lawsuit against us and Marathon Oil in state court in Franklin County, Kentucky for alleged violations of Kentucky’s emergency pricing and consumer protection laws following Hurricanes Katrina and Rita in 2005. The lawsuit alleges that we overcharged customers by $89 million during September and October 2005. The complaint seeks disgorgement of these sums, as well as

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penalties, under Kentucky’s emergency pricing and consumer protection laws. We are vigorously defending this litigation. If it is resolved unfavorably, it could materially impact our combined results of operations, financial position or cash flows. We believe that this is the first lawsuit for damages and injunctive relief under the Kentucky emergency pricing laws to progress this far, and it contains many novel issues. Although the 2007 lawsuit’s scope was limited to 2005 pricing activities, on May 13, 2011 the Kentucky Attorney General unexpectedly asked the court to impose a temporary injunction that, in part, would regulate how we currently price our wholesale gasoline in Kentucky under statewide price controls that were activated by the Kentucky Governor on April 26, 2011. On May 25, 2011, the court denied the request for temporary injunctive relief. The ultimate outcome of the 2007 lawsuit, including any financial effect on us, remains uncertain. Management does not believe an estimate of a reasonably possible loss (or range of loss) can be made for this lawsuit at this time.

MTBE Litigation

We, along with other refining and marketing companies, settled a number of lawsuits pertaining to gasoline containing MTBE in 2008. We settled additional MTBE-related lawsuits in 2009 and 2010. Including a lawsuit filed in federal court in Baltimore, Maryland during the first quarter of 2011 involving seven plaintiffs, as of May 17, 2011, we are a defendant, along with other refining and marketing companies, in eight lawsuits pending in six states, in which a total of fourteen plaintiffs seek to recover damages alleged to have resulted from MTBE contamination. Like the lawsuits we previously settled, all of the pending lawsuits (except the more-recently filed Maryland lawsuit) are consolidated in a multi-district litigation (“MDL”) in the Southern District of New York for pretrial proceedings. We expect the Maryland case to be similarly consolidated in the New York MDL. Plaintiffs in these lawsuits allege damages to water supply wells from contamination of groundwater by MTBE, similar to the damages claimed in the lawsuits previously settled. In addition, in one of the lawsuits the New Jersey Department of Environmental Protection also seeks to recover the cost of remediating MTBE contamination of ground and surface water not being used for public water supply purposes, as well as natural resources damages allegedly resulting from such contamination. We are vigorously defending these lawsuits. We do not expect our share of liability for these lawsuits to materially impact our combined results of operations, financial position or cash flows. We expect additional lawsuits alleging similar damages against us in the future, but likewise do not expect them to materially impact our combined results of operations, financial position or cash flows, based on our experience and amounts paid in connection with other MTBE lawsuits. However, the ultimate outcome of the pending or future MTBE lawsuits, including any financial effect on us, remains uncertain. The pending cases are in various phases of discovery, and our management does not believe an estimate of a reasonably possible loss (or range of loss) can be made for these lawsuits and future lawsuits at this time. We voluntarily discontinued distributing MTBE-containing gasoline in, at the latest, 2002.

Other Litigation

We are defendant in a number of other lawsuits and other proceedings arising in the ordinary course of business. While the ultimate outcome and impact to us cannot be predicted with certainty, we believe that the resolution of these other lawsuits and proceedings will not have a material adverse effect on our combined financial position, results of operations or cash flows.

Environmental Proceedings

The following is a summary of certain proceedings involving us that were pending or contemplated as of December 31, 2010 under federal and state environmental laws. Except as described herein, it is difficult to predict accurately the ultimate outcome of these matters; however, our management’s belief set forth in the first paragraph in this “Legal Proceedings” discussion takes such matters into account.

Claims under CERCLA and similar state acts have been raised with respect to the clean-up of various waste disposal and other sites. CERCLA is intended to facilitate the clean-up of hazardous substances without regard to fault. Potentially responsible parties (“PRPs”) for each site include present and former owners and operators of,

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transporters to and generators of the substances at the site. Liability is strict and can be joint and several. Because of various factors including the difficulty of identifying the responsible parties for any particular site, the complexity of determining the relative liability among them, the uncertainty as to the most desirable remediation techniques and the amount of damages and clean-up costs and the time period during which such costs may be incurred, we are unable to reasonably estimate our ultimate cost of compliance with CERCLA; however, we do not believe such costs will be material to our business, financial condition, results of operations or cash flows.

The projections of spending for and/or timing of completion of specific projects provided in the following paragraphs are forward-looking statements. These forward-looking statements are based on certain assumptions, including, but not limited to, the factors provided in the immediately preceding paragraph. To the extent that these assumptions prove to be inaccurate, future spending for and/or timing of completion of environmental projects may differ materially from those stated in the forward-looking statements.

As of December 31, 2010, we were identified as a PRP at a total of six CERCLA waste sites. Based on currently available information, we believe that our liability for clean-up and remediation costs in connection with these sites will not be material to our financial condition or results of operations. In addition, there are two sites for which we have received information requests or other indications that we may be a PRP under CERCLA, but for which sufficient information is not presently available to confirm the existence of liability.

There are various other sites where remediation is being sought under other environmental statutes, both federal and state, or where private parties are seeking remediation through discussions or litigation. Based on currently available information, we believe our liability for clean-up and remediation costs in connection with these sites will not be material to our financial condition or results of operations. With respect to 14 of these sites, Ashland retains responsibility to us for remediation, subject to caps and other requirements contained in the agreements with Ashland related to the acquisition of Ashland’s minority interest in Marathon Petroleum Company LLC in 2005. We estimate that we will be responsible for $11.4 million in remediation costs at these sites which will not be reimbursed by Ashland, and we have included this amount in our accrued environmental remediation liabilities. We are not subject to any pending proceeding brought by any governmental authority relating to any of the sites referred to in this paragraph or any of the CERCLA sites referred to above and involving any monetary fine, penalty or sanction.

We are subject to a pending enforcement matter with the Illinois Environmental Protection Agency and the Illinois Attorney General’s Office since 2002 concerning self-reporting of possible emission exceedences and permitting issues related to storage tanks at the Robinson, Illinois refinery. There were no developments in this matter in 2010.

During 2001, we entered into a New Source Review consent decree and settlement of alleged Clean Air Act and other violations with the U.S. EPA covering all of our refineries. The settlement committed us to specific control technologies and implementation schedules for environmental expenditures and improvements to our refineries over approximately an eight-year period, which are now substantially complete. In addition, we have been working on certain agreed-upon supplemental environmental projects as part of this settlement of an enforcement action for alleged Clean Air Act violations and these have been completed. As part of this consent decree, we were required to conduct evaluations of refinery benzene waste air pollution programs (benzene waste “NESHAPS”). Pursuant to a modification to our New Source Review consent decree, we have agreed with the U.S. Department of Justice and the EPA to pay a civil penalty of $408,000 and conduct supplemental environmental projects of approximately $1 million, as part of a settlement of an enforcement action for alleged Clean Air Act violations relating to benzene waste NESHAPS. A modification to our New Source Review consent decree was finalized as of June 30, 2010, and the civil penalty amount has been paid.

The U.S. Occupational Safety and Health Administration (“OSHA”) previously announced a National Emphasis Program to inspect most domestic oil refineries. The inspections began in 2007 and focused on compliance with the OSHA Process Safety Management requirements. OSHA or state-equivalent agencies have

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conducted inspections at the Canton, Robinson, Catlettsburg, Detroit and Texas City refineries with agreed–to penalties of $321,500 and $135,000 imposed in Canton and Texas City, respectively. No penalties were imposed as a result of the other inspections. An inspection occurred at Garyville in 2010, however no enforcement action by OSHA or equivalent state agency has resulted.

The U.S. Department of Transportation Pipeline and Hazardous Materials Safety Administration (“PHMSA”) issued a Notice of Probable Violation, Proposed Civil Penalty, and Proposed Compliance Order (the “NOPV”) to Marathon Pipe Line LLC (“MPL”) related to the March 10, 2009 incident at St. James, Louisiana. PHMSA has proposed a civil penalty in the amount of approximately $1 million. On January 25, 2011, MPL filed its request for a hearing in response to the NOPV.

In January 2011, the EPA notified us of 18 alleged violations of various statutory and regulatory provisions related to motor fuels, some of which we had previously self-reported to the EPA. No formal enforcement action has been commenced and no demand for penalties has been asserted by the EPA in connection with these alleged violations. However, it is possible that the EPA could seek penalties in excess of $100,000 in connection with one or more of the alleged violations. We met with representatives of the EPA on March 7, 2011, at their request, to provide additional information concerning one of the allegations.

We have been in discussions with the Minnesota Pollution Control Agency (the “MPCA”) regarding a draft Stipulation Agreement issued to both Marathon Petroleum Company LP and a third party regarding the wastewater treatment plant lagoons located at our former St. Paul Park refinery. The MPCA has alleged six violations of environmental law, including whether we stored, treated and disposed of hazardous waste in a lagoon without a permit. The MPCA has not issued a penalty demand at this time, however, it is possible that MPCA may seek a penalty from us in excess of $100,000.

Employees

We had approximately 25,803 active employees as of March 31, 2011. Of that number, approximately 18,397 were employees of Speedway, most of whom were employed at our Speedway^® retail outlets, and approximately 2,802 were employees working in the operations conducted through the Northern-Tier Assets, which we sold in December, 2010. Under the arrangements relating to the sale of the Northern-Tier Assets, we generally have agreed to continue to employ these persons for transition periods that are expected to extend until various dates in 2011, when their employment will be transitioned to the buyer or its subsidiaries, as applicable.

Certain hourly employees at our Catlettsburg and Canton refineries are represented by the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers Union under labor agreements that are scheduled to expire in January 2012. The same union represents certain hourly employees at our Texas City refinery under a labor agreement that is scheduled to expire in March 2012. The International Brotherhood of Teamsters represents certain hourly employees at our Detroit refinery under a labor agreement that is scheduled to expire in January 2014.

Trademarks, Patents and Licenses

Our Marathon^® trademark is material to the conduct of our refining and marketing operations, and our Speedway^® trademark is material to the conduct of our retail marketing operations. We currently hold a number of U.S. and foreign patents and have various pending patent applications. Although in the aggregate our patents and licenses are important to us, we do not regard any single patent or license or group of related patents or licenses as critical or essential to our business as a whole. In general, we depend on our technological capabilities and the application of know-how rather than patents and licenses in the conduct of our operations.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In connection with the spin-off, we have entered into several agreements with Marathon Oil to define our ongoing relationship with Marathon Oil after the spin-off. These agreements, among other things, allocate responsibility for obligations arising before and after the distribution date, including, among others, obligations relating to our employees, various transition services and taxes. For more information about those agreements and our historical relationship with Marathon Oil, see “Relationship with Marathon Oil After the Spin-Off.”

Grant Heminger is Vice President of marketing for our Speedway subsidiary, and he has been employed by us for 21 years. Grant Heminger is the brother of Gary Heminger, President of MPC. In 2010, Grant Heminger was paid cash compensation in the amount of $227,607 and received a stock option grant of 6,530 shares at an exercise price of $30.37. He also received a stock vesting tax advance and restricted stock dividends in the aggregate amount of $6,217.

Darla I. Burns is a senior accounting analyst for one of our wholly owned subsidiaries, Marathon Petroleum Company LP, and she has been employed by us for 24 years. Darla Burns is the sister of Gary Heminger. In 2010, Ms. Burns was paid cash compensation in the amount of $120,297.

Related Person Transactions Policies and Procedures

Our board of directors has adopted a policy, which will be available on our Web site on or prior to the distribution date, that requires our executive officers, directors and nominees for director to promptly notify our Corporate Secretary in writing of any transaction in which:

• the amount exceeds $120,000;

• MPC is, was or is proposed to be a participant; and

• such person or such person’s immediate family members or related persons, has, had or may have a direct or indirect material interest.

We refer to any such transaction as a related person transaction.

Subject to certain exceptions to be delineated in the policy, related person transactions will be required to be brought to the attention of the Corporate Governance and Nominating Committee of our board of directors, or any other committee designated by our board of directors that consists solely of independent directors, for an assessment of whether the transaction or proposed transaction should be permitted to proceed. In deciding whether to approve or ratify the related person transaction, the committee would be required to consider all relevant facts and circumstances, including the materiality of the related person’s direct or indirect interest in the transaction, the materiality of the related person transaction to us, the impact of the related person transaction on the related person, the impact of the related person transaction on the related person’s independence and the actual or apparent conflict of interest of the related person participating in the related person transaction. If the committee determines that the related person has a direct or indirect material interest in any such transaction, the committee will be required to review and approve, ratify or disapprove the related person transaction.

In addition to this policy, our Code of Business Conduct and our Code of Ethics for Senior Financial Officers—both of which will be available on our Web site on or prior to the distribution date – have specific provisions addressing actual and potential conflicts of interest. Our Code of Business Conduct provides that all directors, officers and employees must ensure that business decisions they make and actions they take on behalf of our company are not influenced by personal considerations or personal relationships and will require appropriate disclosures of potential conflicts of interest. Similarly, the Code of Ethics for Senior Financial Officers requires our chief executive officer, chief financial officer and chief accounting officer to act with honesty and integrity in the handling of apparent conflicts of interest between personal and professional relationships.

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RELATIONSHIP WITH MARATHON OIL AFTER THE SPIN-OFF

Historical Relationship with Marathon Oil

We are currently a wholly owned subsidiary of Marathon Oil. Our company was incorporated in Delaware as of November 9, 2009, in connection with an internal restructuring. Marathon Oil is transferring to us the capital stock or other equity interests in subsidiaries that own generally all the assets, and are obligated on generally all the liabilities, comprising Marathon Oil’s refining, marketing and transportation business, which Marathon Oil is separating from its other operations. As a result of these historical parent-subsidiary relationships, in the ordinary course of our business, we and our subsidiaries have received various services provided by Marathon Oil and some of its other subsidiaries, including accounting, treasury, tax, legal, risk management, public affairs, human resources, procurement, information technology and other services. We have also purchased 5% or less of our net crude oil needs from Marathon Oil at prices we believe to be equivalent to arm’s-length market prices. Our historical combined financial statements include allocations by Marathon Oil of a portion of its overhead costs related to those services. These cost allocations have been determined on a basis that we and Marathon Oil consider to be reasonable reflections of the use of those services.

We also have historical agreements with Marathon Oil relating to the operation of certain pipelines in which it owns an interest. We provide Department of Transportation (“DOT”) compliance oversight for several of these pipelines that are DOT-regulated pipelines, and operational and maintenance functions for other pipelines, under agreements that are either terminable by us with six or 12 months notice or are scheduled to terminate no later than June 30, 2014. Under these agreements, we are reimbursed certain costs and receive management fees from Marathon Oil of less than $5 million annually.

Marathon Oil’s Distribution of Our Stock

Marathon Oil will be our sole stockholder until completion of the spin-off. In the spin-off, Marathon Oil is distributing its entire equity interest in us to its stockholders in a transaction that is intended to be tax free to Marathon Oil and its U.S. stockholders. The spin-off is subject to a number of conditions, some of which are more fully described above under “The Spin-Off—Spin-Off Conditions and Termination.”

Agreements Between Marathon Oil and Us

In the discussion that follows, we have described the material provisions of agreements we have entered into with Marathon Oil. The description of those agreements is not complete and is qualified by reference to the terms of the agreements, the forms of which are included as exhibits to the registration statement on Form 10 of which this information statement is a part. We encourage you to read the full text of those agreements. We have entered into those agreements in the context of our relationship as a wholly owned subsidiary of Marathon Oil. Some of the terms of those agreements may not be the same as those we could obtain in arm’s-length negotiations with unaffiliated third parties.

Separation and Distribution Agreement

The separation and distribution agreement will contain the key provisions relating to the spin-off, including provisions relating to the principal intercompany transactions required to effect the spin-off, the conditions to the spin-off and provisions governing the relationships between Marathon Oil and us after the spin-off.

Reorganization, Distribution and Conditions to the Distribution. 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 we 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;

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

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

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

The separation and distribution agreement also governs the ownership of intellectual property between us and Marathon Oil as of the distribution date.

Marathon Oil’s transfer to us of the subsidiaries that operate our business and related assets will occur prior to the distribution of our common stock to Marathon Oil’s stockholders. The transfer by Marathon Oil will be made on an “as is, where is” basis without any representations or warranties, and we will bear the economic and legal risks of the ownership and operation of the downstream business both before and after the distribution date. Marathon Oil generally will not retain any of the liabilities of the subsidiaries contributed to us or liabilities associated with the related assets contributed to us and we and the contributed subsidiaries will agree to perform and fulfill all the liabilities arising out of the operation of the downstream business.

The conditions to the spin-off, are set forth in the separation and distribution agreement, are summarized under “The Spin-Off—Spin-Off Conditions and Termination.” Marathon Oil has reserved the right to determine whether to proceed with the distribution of our common stock to Marathon Oil’s stockholders, the timing of the distribution and whether to amend or modify the terms of the distribution and the related transactions at any time prior to the distribution date.

Release of Liabilities, Indemnification and Insurance. 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 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 us. In general, Marathon Oil is required to indemnify us 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 we are required to indemnify Marathon Oil for any liabilities relating to Marathon Oil’s historical downstream operations. The separation and distribution agreement also provides for the allocation of, or otherwise address, benefits between Marathon Oil and us under existing insurance policies following the spin-off for occurrences prior to the spin-off and sets forth procedures for the administration of insured claims.

Nonsolicitation of Employees and Maintenance of Confidentiality. We and Marathon Oil have each agreed, subject to certain exceptions, not to solicit for employment any employee of the other party for a period of one year following the spin-off. In addition, the separation and distribution agreement provides for each of Marathon Oil and us to preserve the confidentiality of all confidential or proprietary information of the other party for five years following the spin-off, subject to customary exceptions, including disclosures required by law, court order or government regulation.

Payment of Expenses. Except as provided in the separation and distribution agreement or in any related agreement, each of Marathon Oil and MPC will pay all third-party fees, costs and expenses paid or incurred by it in connection with the preparation, execution, delivery and implementation of the separation and distribution agreement, any related agreement, our registration statement on Form 10, the distribution and the completion of

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the transactions contemplated thereby, provided that Marathon Oil generally will pay any non-recurring third-party fees, costs and expenses in connection with the foregoing incurred prior to the spin-off that Marathon Oil deems necessary to effect the spin-off, such as investment banker fees and outside legal and accounting fees relating to the spin-off, and we generally will pay any non-recurring third-party fees, costs and expenses in connection with the foregoing incurred prior to the spin-off that are expected to benefit us following the spin-off in the ordinary course of business, such as recruiting and relocation expenses associated with hiring key senior management positions new to us, other employee compensation expenses and temporary labor used to develop ongoing processes. Except as provided in the separation and distribution agreement or any related agreement, all fees, costs and expenses incurred by a party after the spin-off will be borne by that party.

Dispute Resolution. In the event of a dispute between Marathon Oil and us under the separation and distribution agreement or any of the other agreements entered into in connection with the spin-off, we have agreed to submit the dispute: first, to negotiation between our senior executives; second, to mediation; and third, to binding arbitration.

Tax Sharing Agreement

We and Marathon Oil have entered into a tax sharing agreement that governs the respective rights, responsibilities and obligations of Marathon Oil and us with respect to taxes and tax benefits, the filing of tax returns, the control of audits and other tax matters. References in this summary description of the tax sharing agreement to the terms “tax” or “taxes” mean taxes as well as any interest, penalties, additions to tax or additional amounts in respect of such taxes.

The results of our operations and those of our eligible subsidiaries are currently reflected in Marathon Oil’s consolidated return for U.S. federal income tax purposes and certain consolidated, combined and unitary returns for state tax purposes. However, for periods (or portions thereof) beginning after the spin-off, we will not join with Marathon Oil in the filing of any income tax returns.

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 Code for U.S. federal income tax purposes or in the tax sharing agreement. We will be responsible for all taxes attributable to us or one of our subsidiaries, whether accruing before, on or after the spin-off, including: (1) all taxes attributable to us or any of our 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 us or our affiliates or any breach by us or our affiliates 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 we acquired the minority interest in our refining joint venture from Ashland.

We will be responsible for preparing and filing all income tax returns that include us or one of our subsidiaries other than any consolidated, combined or unitary income tax return that includes us or one of our subsidiaries, on the one hand, and Marathon Oil or one of its subsidiaries (other than us or any of our subsidiaries), on the other hand, and we will have the authority to respond to and conduct all tax proceedings,

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including tax audits, involving any taxes or any deemed adjustment to taxes reported on such tax returns. Marathon Oil will be responsible for preparing and filing all consolidated, combined or unitary income tax returns that include us or one of our subsidiaries, on the one hand, and Marathon Oil or one of its subsidiaries (other than us or any of our subsidiaries), on the other hand, and Marathon Oil will have the authority to respond to and conduct all tax proceedings, including tax audits, relating to taxes or any deemed adjustment to taxes reported on such tax returns. We will be entitled to participate in any tax proceeding involving any taxes or deemed adjustment to taxes for which we may be liable under the tax sharing agreement. The tax sharing agreement further provides for cooperation between Marathon Oil and our company with respect to tax matters, the exchange of information and the retention of records that may affect the tax liabilities of the parties to the agreement.

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 our ability to pursue strategic or other transactions that otherwise could maximize the value of our business and may discourage or delay a change of control that you may consider favorable. In general, we have covenanted that, during the two-year period immediately after the spin-off:

• We will not sell or otherwise issue, or redeem or otherwise purchase any of our stock or rights to acquire such stock except for certain acquisitions of stock by employees or other persons in connection with the performance of services and certain acquisitions of stock by retirement plans.

• We will not solicit any person to make a tender offer for, or otherwise acquire or sell, our stock or rights to acquire our stock, or participate in or support any unsolicited tender offer for, or other acquisition, issuance or disposition of, our stock or rights to acquire such stock if, in either case, individually or in the aggregate, such transaction together with any transaction occurring within the period beginning two years before the spin-off and any other transaction which is part of a plan or series of related transactions that includes the spin-off, could result in one or more persons acquiring, directly or indirectly, 40% or more, by vote or value, of our stock or stock of any successor of ours.

• We will not sell, transfer, or otherwise dispose of more than 50 percent of the assets used in our refining, marketing and transportation businesses, except in the ordinary course of business.

• We will not, and will cause our subsidiaries to not, agree to liquidate or engage in any transaction involving a merger, consolidation or other reorganization; provided, however, that certain mergers or liquidations of our direct or indirect wholly owned subsidiaries with and into us or with our other direct or indirect wholly owned subsidiaries generally will be permitted.

Notwithstanding the foregoing, we will be permitted to take any of the actions restricted by such covenants if Marathon Oil provides us with prior written consent for such action, or we provide Marathon Oil with a private letter ruling or rulings from the IRS, or an unqualified opinion of counsel, in either case acceptable to Marathon Oil, to the effect that such action will not affect the tax-free nature of the spin-off (and certain internal restructuring transactions), but we will remain liable for any liabilities, taxes and other charges imposed on Marathon Oil as a result of the spin-off (and certain related transactions) failing to qualify as tax-free transactions as a result of any such action.

Though valid as between the parties, the tax sharing agreement is not binding on the IRS and does not affect the several liability of Marathon Oil and us for all U.S. federal taxes of the Marathon Oil consolidated group relating to periods before the distribution date.

Employee Matters Agreement

We and Marathon Oil have entered into an employee matters agreement, which provides that each of Marathon Oil and MPC have responsibility for its own employees and compensation plans. The agreement

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contains provisions concerning benefit protection for Marathon Oil employees who become our 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 us and Marathon Oil in the sharing of employee information and maintenance of confidentiality.

Treatment of Retirement, Health and Welfare Plans. In general, our employees currently participate in various retirement, health and welfare, and other employee benefit plans. Following the spin-off, our employees will generally continue to participate in the same plans or will participate in similar plans and arrangements established and maintained by us. Pursuant to the employee matters agreement, effective as of the distribution date, we and Marathon Oil will each retain responsibility for our respective employees and compensation plans.

In several locations outside the United States, it likely will not be feasible to establish retirement or welfare plans due to the small number of employees at those locations. In those situations, we will establish alternative compensation or benefit programs to comply with our obligations to affected employees.

Treatment of Stock Options. The employee matters agreement provides that each outstanding option to purchase shares of Marathon Oil common stock that is vested, whether held by a current or former officer or employee of Marathon Oil or a current or former officer or employee of MPC, generally will be adjusted so that the holders of the options will hold options to purchase both Marathon Oil and MPC common stock. This replacement will be implemented in a manner such that, following the spin-off, the exercise price of the adjusted Marathon Oil option will equal the trading price of a share of Marathon Oil stock after the spin-off multiplied by a fraction, the numerator of which is the original Marathon Oil option exercise price, and the denominator of which is the trading price of a share of Marathon Oil stock before the spin-off (which includes MPC). The exercise price of the substitute MPC option will equal the trading price of our common stock after the spin-off multiplied by a fraction, the numerator of which is the original Marathon Oil option exercise price, and the denominator of which is the trading price of a share of Marathon Oil common stock before the spin-off (which includes MPC). The number of shares of Marathon Oil common stock subject to the adjusted Marathon Oil option will equal the number of shares subject to the original Marathon Oil option multiplied by a fraction, the numerator of which is the aggregate spread of the original Marathon Oil option, calculated as of the distribution date, and the denominator of which is the sum of (a) the post-distribution trading price of Marathon Oil common stock minus the adjusted Marathon Oil exercise price and (b) the product of (1) the distribution ratio of 0.5 (based on one share of MPC common stock for every two shares of Marathon Oil common stock outstanding as of the record date) and (2) the trading price of our common stock after the spin-off minus the exercise price of the substitute MPC option. Both options, when combined, will generally preserve the intrinsic value (the difference between the exercise price of the option and the fair market value of the underlying stock) of the original option and the ratio of the exercise price to the fair market value of the stock subject to the option. The number of shares of our common stock subject to the substitute Marathon Petroleum option will equal the number of shares subject to the adjusted Marathon Oil option multiplied by the distribution ratio of 0.5. The substitute MPC option will take into account all employment with Marathon Oil for purposes of determining when the option becomes exercisable and when it terminates. All other terms of the adjusted Marathon Oil option and the substitute MPC option will be substantially the same as the original option. Fractional shares will be disregarded, and the number of shares subject to such options will be rounded down to the next lower whole number of shares. As of December 31, 2010, there were outstanding options to purchase approximately 11.54 million shares of Marathon Oil common stock that would be replaced in this manner. 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, which is described below.

The employee matters agreement provides that each outstanding option to purchase shares of Marathon Oil common stock that has not vested and that is held by a current or former officer or employee of Marathon Oil who does not become an officer or employee of MPC immediately after the spin-off will be replaced with an adjusted Marathon Oil option. Each of those adjusted options will generally preserve the intrinsic value of the original option

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and the ratio of the exercise price to the fair market value of Marathon Oil common stock by adjusting the exercise price as described in the immediately preceding paragraph. The number of shares of Marathon Oil common stock subject to the adjusted Marathon Oil option will equal the number of shares subject to the original Marathon Oil option multiplied by a fraction, the numerator of which is the aggregate spread of the original Marathon Oil option, calculated as of the distribution date, and the denominator of which is the post-distribution trading price of Marathon Oil common stock minus the adjusted Marathon Oil exercise price. Fractional shares will be disregarded, and the number of shares subject to such options will be rounded down to the next lower whole number of shares. All other terms of the adjusted option will be substantially the same as the original option. As of December 31, 2010, there were outstanding options to purchase approximately 5.3 million shares of Marathon Oil common stock that would be adjusted in this manner. There are no unvested options to purchase shares of Marathon Oil common stock held by former officers or former employees.

The employee matters agreement provides that each outstanding option to purchase shares of Marathon Oil common stock that has not vested and that is held by a person who is or will be an officer or employee of ours immediately after the spin-off will be replaced with a substitute option to purchase shares of our common stock. The substitute option will generally preserve the intrinsic value of the original option and the ratio of the exercise price to the fair market value of the stock by adjusting the exercise price as described above. The number of shares of MPC common stock subject to the substitute MPC option will equal the number of shares subject to the original Marathon Oil option multiplied by a fraction, the numerator of which is the aggregate spread of the original Marathon Oil option calculated as of the distribution date, and the denominator of which is the trading price of our common stock after the spin-off minus the exercise price of the substitute MPC option. Fractional shares will be disregarded, and the number of shares subject to such options will be rounded down to the next lower whole number of shares. The substitute option will take into account all employment with both Marathon Oil and us for purposes of determining when the option becomes exercisable and when it terminates. All other terms of the substitute option will be substantially the same as the original option. As of December 31, 2010, there were outstanding options to purchase approximately 2.75 million shares of Marathon Oil common stock that would be replaced in this manner.

Treatment of Stock Appreciation Rights. The employee matters agreement provides that, following the distribution date, each outstanding vested Marathon Oil stock appreciation right will be replaced with both and adjusted Marathon Oil stock appreciation right and an MPC stock appreciation right. This replacement will be implemented in a manner such that immediately following the spin-off, the exercise price of the adjusted Marathon Oil stock appreciation right will equal the trading price of a share of Marathon Oil stock after the spin-off multiplied by a fraction, the numerator of which is the original Marathon Oil stock appreciation right exercise price, and the denominator of which is the trading price of a share of Marathon Oil stock before the spin-off (which includes MPC). The exercise price of the substitute MPC stock appreciation right will equal the trading price of our stock after the spin-off multiplied by a fraction, the numerator of which is the original Marathon Oil stock appreciation right exercise price, and the denominator of which is the trading price of a share of Marathon Oil stock before the spin-off (which includes MPC). The number of shares of Marathon Oil common stock subject to the adjusted Marathon Oil stock appreciation right will equal the number of shares subject to the original Marathon Oil stock appreciation right multiplied by a fraction, the numerator of which is the aggregate spread of the original Marathon Oil stock appreciation right, calculated as of the distribution date, and the denominator of which is the sum of (a) the post-distribution trading price of Marathon Oil common stock minus the adjusted Marathon Oil exercise price and (b) the product of (1) the distribution ratio of 0.5 and (2) the trading price of our common stock after the spin-off minus the exercise price of the substitute MPC stock appreciation right. Both stock appreciation rights, when combined, will generally preserve the aggregate intrinsic value (the difference between the grant price of the stock appreciation right and the fair market value of the underlying stock) of the original stock appreciation right. However, fractional shares subject to such stock appreciation rights will be disregarded. A small number of employees in Marathon Oil’s international operations will have their vested stock appreciation rights adjusted by adjustments to the number of shares of Marathon Oil common stock subject to those stock appreciation rights and the exercise price of those stock appreciation rights. There are no outstanding stock appreciation rights issued by Marathon Oil that have not yet vested.

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Treatment of Restricted Stock. The employee matters agreement provides that (1) each Marathon Oil restricted stock award that is outstanding at the time of the spin-off and held by a person who is not and will not become an officer or employee of MPC immediately after the spin-off will be replaced with an adjusted Marathon Oil restricted stock award, which will generally preserve the value of the original award and (2) each Marathon Oil restricted stock award that is outstanding at the time of the spin-off and held by a person who is or will become an officer or employee of ours immediately after the spin-off will be replaced with a substitute MPC restricted stock awards, which will generally preserve the value of the original award, determined as of the distribution date. These restricted stock awards will be subject to the same vesting conditions as the original restricted stock awards. If any shares of MPC restricted stock are forfeited by the holder, the shares will revert to MPC. Similarly, if any shares of Marathon Oil restricted stock are forfeited by the holder, the shares will revert to Marathon Oil.

Treatment of Restricted Stock Units. The employee matters agreement provides that each outstanding Marathon Oil restricted stock unit held by a person who is or will be an officer or employee or nonemployee director of ours immediately after the spin-off will be converted into substitute MPC restricted stock units, which will generally preserve the value of the original award. The employee matters agreement will provide that each outstanding Marathon Oil restricted stock unit held by a person who was or is an officer or employee or nonemployee director of Marathon Oil prior to the spin-off (and does not become an officer, employee or director of MPC immediately following the spin-off) will be adjusted at the time of the spin-off to generally preserve the value of the original restricted stock unit award, determined as of the distribution date. The substitute restricted stock units will take into account all employment or service as a director with both Marathon Oil and us for purposes of determining when the restricted stock units vest.

Treatment of Performance Units

Performance units having a three-year performance period have been granted to Marathon Oil officers. At the effective time of the spin-off, three groups of performance unit grants will 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 these performance units will be calculated using the relative total stockholder return (“TSR”) of Marathon Oil as compared to its peer companies in the Amex Oil Index. However, pursuant to the employee matters agreement, the distribution date (rather than the end of the three-year performance period) will be treated as the end of the relevant performance period for purposes of this calculation. For the performance units granted in 2009, each holder of performance units will receive a payment based on the performance of Marathon Oil using the relative TSR measure, and this payment will not be prorated. For the performance units granted in 2010 and 2011, each holder of performance units will receive a prorated payment based on the performance of Marathon Oil using the relative TSR measure, and the portion of the performance period actually completed. For example, if the distribution date occurs on June 30, 2011, the 2010 grant of performance units will be valued based on Marathon Oil’s relative TSR through June 30, 2011, and then the value of the units will be multiplied by one-half to reflect the fact that one-half of the original performance period was completed as of the distribution date.

No Change in Control. The spin-off will not constitute a change in control for purposes of the Marathon Oil equity plans, and therefore no vesting of awards will occur as a result of the spin-off.

Entitlement to Tax Deductions. We generally will be entitled to claim all tax deductions for compensation arising after the spin-off from the exercise of substitute MPC options and adjusted Marathon Oil options held by current or former officers, employees or directors of MPC, the vesting of MPC restricted stock or the vesting of restricted stock units held by current or former employees of ours, and Marathon Oil will not claim any such deduction. Marathon Oil generally will be entitled to claim all tax deductions for compensation arising after the spin-off from the exercise of substitute MPC stock options and adjusted Marathon Oil options held by current or former officers, employees or directors of Marathon Oil, the vesting of Marathon Oil restricted stock or the vesting of Marathon Oil restricted stock units held by current Marathon Oil officers, employees or directors, and we will not claim any such deduction.

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Transition Services Agreement

We and Marathon Oil have entered into a transition services agreement under which we and Marathon Oil will provide and/or make available various administrative services and assets to each other, for the one-year period beginning on the distribution date. The services Marathon Oil will provide us will include:

• administrative services;

• accounting services;

• audit services;

• health, environmental and safety services;

• information technology services;

• legal services;

• natural gas administration services;

• tax services; and

• treasury services.

The services we 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, we and Marathon Oil 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 us.

Office Lease and Subleases

We and Marathon Oil have entered into agreements with respect to the lease or sublease of certain office space to each other following the spin-off. Marathon Oil will lease or sublease office space to us in Houston, Texas, Washington, D.C., Calgary, Alberta, and London, England. We will lease or sublease office space to Marathon Oil in Russell, Kentucky. The rental amounts under those lease and sublease arrangements will be priced at levels reflecting either market rates or a pro rata share of square footage utilized.

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MANAGEMENT

Board of Directors

General

Under Delaware law, the business and affairs of MPC will be managed under the direction of its board of directors. The MPC certificate of incorporation and bylaws provide that the number of directors may be fixed by the board from time to time, provided that there are always at least three and no more than 12 directors. As of the distribution date, the board of directors of MPC is expected to consist of the individuals listed below (ages as of June 30, 2011), each of whom is currently serving on the board of directors of MPC. The present principal occupation or employment and five-year employment history of each individual is set forth below under “—Biographical Information Relating to Directors.” Each of the individuals listed below is a citizen of the United States.

Name	Age
David A. Daberko		65
William L. Davis		67
Gary R. Heminger		57
Charles R. Lee		71
Seth E. Schofield		71
John W. Snow		71
Thomas J. Usher		68

The specific experience, qualifications, attributes or skills that led to the conclusion that the person should serve as a director are as follows.

David A. Daberko. Mr. Daberko has 39 years of work experience, including 12 years as Chairman and Chief Executive Officer of National City Corporation. In that position, Mr. Daberko dealt with many of the major issues that we deal with today, such as financial, strategic, technology, compensation, management development, acquisitions, capital allocation, government and stockholder relations. His service on other boards of companies listed on the NYSE has given him exposure to different industries and approaches to governance and other key issues. In addition, he has a valuable financial background from his education and work experiences. Mr. Daberko has been named as one of our financial experts serving on the Audit Committee.

William L. Davis. As a former chairman and chief executive officer, Mr. Davis has experience running a publicly traded company. He has dealt with many of the major issues that we deal with today, such as financial, strategic, technology, compensation, management development, acquisitions, capital allocation, government and stockholder relations. Also, his previous and current board positions on three other publicly traded company boards have given him exposure to different industries and approaches to governance and other key issues.

Gary R. Heminger. As our President and Chief Executive Officer, Mr. Heminger establishes the strategic direction of our company under the guidance of our Board. He has over 35 years of experience working for us in a variety of executive and management positions and has extensive knowledge of every aspect of our business. His knowledge and experience of handling the day-to-day issues affecting our business provide the Board with invaluable information necessary to direct the business and affairs of our company.

Charles R. Lee. As a result of his positions as chairman and chief executive officer of Verizon Communications and various other executive, financial and management positions, Mr. Lee has valuable experience in managing many of the major issues that we deal with today, such as financial, strategic, technology, compensation, management development, acquisitions, capital allocation, government and stockholder relations. His service on the board of four other publicly traded companies has provided him exposure to different industries and approaches to governance and other key issues. Mr. Lee also has extensive financial and accounting expertise and has been named as one of the Audit Committee financial experts.

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Seth E. Schofield. As a former chairman and chief executive officer, Mr. Schofield has experience running a publicly traded company. He has dealt with many of the major issues that we deal with today, such as financial, strategic, technology, compensation, management development, acquisitions, capital allocation, government and stockholder relations. Also, his previous and current board positions on three other publicly traded company boards have given him exposure to different industries and approaches to governance and other key issues.

John W. Snow. Through his position as Chairman of one of the world’s leading private investment firms, former position as Secretary of the Treasury, former chairman and CEO of a publicly traded company, and other appointments and positions, Mr. Snow has managed many of the major issues that we deal with today, such as financial, strategic, technology, regulatory, compensation, personnel development, capital allocation and public relations. Also, his experience on other publicly traded company boards has given him exposure to different industries and approaches to governance and other key issues.

Thomas J. Usher. It is expected that Mr. Usher will serve as our Chairman of the Board. He was the former chairman of Marathon Oil and former chairman and CEO of USX Corporation. Through these and other executive and management positions, he has gained extensive knowledge of the refining, marketing and transportation business and has managed many of the major issues that we deal with today, such as financial, strategic, technology, regulatory, compensation, personnel development, capital allocation and public relations. His experience on other publicly traded company boards has also given him exposure to different industries and approaches to governance and other key issues.

Biographical Information Relating to Directors

The present principal occupation or employment and five-year employment history of each of our directors is set forth below.

Mr. Daberko graduated from Denison University with a bachelor’s degree and from Case Western Reserve University with a master’s degree in business administration. He joined National City Bank in 1968 as a management trainee and held a number of management positions within the company. In 1985, he led the assimilation of the former BancOhio National Bank into National City Bank, Columbus. In 1987, Mr. Daberko was elected Deputy Chairman of the corporation and President of National City Bank in Cleveland. He served as President and Chief Operating Officer from 1993 until 1995 when he was named Chairman and Chief Executive Officer. He retired as Chief Executive Officer in June 2007 and as Chairman in December 2007. Mr. Daberko serves on the Board of Directors of Chesapeake Midstream Partners, L.P. and RPM International, Inc. He is a trustee of Case Western Reserve University, University Hospitals Health System and Hawken School. Mr. Daberko also previously served, within the last five years, as a director of National City Corporation and OMNOVA Solutions, Inc. Mr. Daberko is one of the named financial experts serving on Marathon Oil’s Audit and Finance Committee. Mr. Daberko has been a director of Marathon Oil since 2002.

Mr. Davis graduated from Princeton University in 1965 with a bachelor’s degree. From 1977 through 1997 he held a variety of positions with Emerson Electric Company, including the position of President of two of its subsidiaries, Appleton Electric Company and Skil Corporation, and Senior Executive Vice President for the Emerson Tool Group, the Industrial Motors and Drives Group and the Process Control Group. Mr. Davis joined R.R. Donnelley & Sons Company in 1997 as the Chairman and Chief Executive Officer. In 2001, he accepted the responsibility as President of the company. Mr. Davis retired as Chairman, President and Chief Executive Officer of R.R. Donnelley & Sons Company in February 2004. Mr. Davis serves on the Board of Directors of Air Products and Chemicals, Inc. He also serves on the Board of Directors of Northshore University Health System, previously serving as Chairman of the Board. Mr. Davis is a former Director of Mallinckrodt. Mr. Davis has been a director of Marathon Oil since 2002.

Mr. Heminger graduated from Tiffin University in 1976 with a bachelor’s degree in accounting while already employed by Marathon Oil Company in Findlay, Ohio. He earned a master’s degree in business administration from the University of Dayton, Ohio, in 1982, and attended the Wharton School Advanced

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Management Program in 1999. Mr. Heminger is President of Marathon Petroleum Company LP (which, together with its predecessor entities, including Marathon Ashland Petroleum LLC, we refer to as “Marathon Petroleum Company LP”), a wholly owned subsidiary of Marathon Oil, and President of MPC. He assumed responsibility as President of Marathon Petroleum Company LP in September 2001 and as President of MPC in April 2010. He also serves as Executive Vice President—Downstream of Marathon Oil and as a member of Marathon Oil’s Executive Committee. He joined Marathon Oil in 1975 and was appointed to his current position with Marathon Oil in July 2005. Mr. Heminger’s more than 35 years with Marathon Oil include experience in a variety of groups and functions, including service in various financial, marketing, commercial and administrative roles. Mr. Heminger is chairman of the Board of Trustees of Tiffin University. He is past chairman of both the American Petroleum Institute Downstream Committee and Louisiana Offshore Oil Port, and a member of the Oxford Institute for Energy Studies. He also serves on the Board of Directors of Fifth Third Bancorp, the Board of Directors and Executive Committee for the National Petrochemical & Refiners Association as well as the Board of the U.S.-Saudi Arabian Business Council.

Mr. Lee received his bachelor’s degree in metallurgical engineering from Cornell University and a master’s degree in business administration with distinction from the Harvard Graduate School of Business Administration. He served in various financial and management positions before becoming Senior Vice President of Finance for Penn Central Corp. and then Columbia Pictures Industries Inc. In 1983, Mr. Lee joined GTE Corporation (which merged with Bell Atlantic Corporation to form Verizon Communications in 2000) as Senior Vice President of Finance and in 1986 was named Senior Vice President of Finance and Planning. He was elected President, Chief Operating Officer and a Director in December 1988 and was elected Chairman of the Board and Chief Executive Officer of GTE in 1992. Mr. Lee served as Chairman of the Board and Co-CEO of Verizon Communications from June 30, 2000, through March 31, 2002, and served as non-executive Chairman of the Board from April 2002 to December 2003. Mr. Lee serves on the Boards of Directors of United States Steel Corporation, United Technologies Corporation and DIRECTV. Mr. Lee is a member of the Board of Overseers of Weill Cornell Medical College and is a member of The Business Council. Mr. Lee is also a Trustee Emeritus and Presidential Councilor of Cornell University. Mr. Lee also has extensive financial and accounting expertise and is one of Marathon Oil’s Audit and Finance Committee financial experts. Mr. Lee has been a director of Marathon Oil since 1991.

Mr. Schofield graduated from the Harvard Business School Program for Management Development in 1975. He served in various corporate staff positions after joining USAir in 1957 and became Executive Vice President of Operations in 1981. Mr. Schofield served as President and Chief Operating Officer from 1990 until 1991. He was elected President and Chief Executive Officer in 1991 and became Chairman of the boards of USAir Group and USAir, Inc. in 1992. He retired in January 1996. Mr. Schofield is the presiding director of United States Steel Corporation and lead director of Calgon Carbon Corp. Mr. Schofield has been a director of Marathon Oil since 1994.

Mr. Snow graduated from the University of Toledo in 1962 with a bachelor’s degree. He also holds a master’s degree from Johns Hopkins University and a doctorate in economics from the University of Virginia. Mr. Snow graduated with a law degree from George Washington University in 1967. He joined Cerberus Capital Management, L.P. as Chairman in October 2006. Mr. Snow was sworn into office as U.S. Secretary of the Treasury in February 2003, where he served until leaving office in June 2006. Prior to becoming Secretary of the Treasury, he was Chairman and Chief Executive Officer of CSX Corporation. He also held several high-ranking positions in the Department of Transportation during the Ford Administration. Mr. Snow is a Director of Verizon Communications Inc. He is a former co-chairman of the Conference Board’s Blue-Ribbon Commission on Public Trust and Private Enterprise. He also served as co-chairman of the National Commission on Financial Institution Reform, Recovery and Enforcement. Prior to serving as Secretary of the Treasury, Mr. Snow served on various corporate and nonprofit boards, including the American Enterprise Institute and Johns Hopkins University. He previously served as a member of USX Corporation’s Board of Directors from March 1995 through December 2001. Mr. Snow has been a director of Marathon Oil since 2006.

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Mr. Usher graduated from the University of Pittsburgh with a bachelor’s of science degree in industrial engineering, a master’s of science degree in operations research and a doctorate in systems engineering. He joined United States Steel Corporation (later renamed USX Corporation) in 1965 and held various positions in industrial engineering. From 1975 through 1979, he held a number of management positions at U.S. Steel’s South and Gary Works. Mr. Usher was elected Executive Vice President of Heavy Products in 1986, President of U.S. Steel Group and Director of USX in 1991, President and Chief Operating Officer of USX in 1994 and Chairman of the Board and Chief Executive Officer effective July 1, 1995. He retired from United States Steel Corporation as Chief Executive Officer in September 2004 and as non-executive Chairman of the Board on February 1, 2006. Mr. Usher serves on the Boards of Directors of H. J. Heinz Co., The PNC Financial Services Group, Inc. and PPG Industries, Inc. He previously served, within the past five years, as Chairman of the Board for United States Steel Corporation. Mr. Usher is a member of the Board of Trustees of the University of Pittsburgh, a Board of Directors member of the Extra Mile Education Foundation, and a member of The Business Council. Mr. Usher is Chairman of the Board of Marathon Oil and former chairman and CEO of USX Corporation. Mr. Usher has been a director of Marathon Oil since 1991.

Each of Messrs. Daberko, Davis, Lee, Schofield, Snow and Usher has submitted his resignation from the Marathon Oil board of directors, and Mr. Heminger has submitted his resignation from his positions with Marathon Oil, in each case effective upon completion of the spin-off on the distribution date.

Executive Officers

The individuals listed below (with their ages as of June 30, 2011) are expected to be executive officers of MPC as of the distribution date. The business address of each of the individuals listed below is 539 South Main Street, Findlay, Ohio 45840-3229. The present principal occupation or employment and five-year employment history of each individual follows the list below (except that the five-year employment history for Mr. Heminger is presented above, following the listing of expected members of the board of directors of MPC). We expect that these individuals will resign from their respective positions with Marathon Oil upon completion of the spin-off. Each of the individuals listed below is a citizen of the United States.

Name	Age	Position with MPC
Gary R. Heminger	57	President and Chief Executive Officer
Pamela K.M. Beall	54	Vice President, Investor Relations and Government & Public Affairs
Richard D. Bedell	56	Senior Vice President, Refining
Michael G. Braddock	53	Vice President and Controller
Thomas M. Kelley	52	Senior Vice President, Marketing
Anthony R. Kenney	57	President, Speedway LLC
Rodney P. Nichols	58	Vice President, Human Resources and Administrative Services
C. Michael Palmer	57	Senior Vice President, Supply, Distribution and Planning
Garry L. Peiffer	59	Executive Vice President, Corporate Planning and Investor & Government Relations
George P. Shaffner	52	Senior Vice President, Transportation and Logistics
Donald C. Templin	47	Senior Vice President and Chief Financial Officer
J. Michael Wilder	58	Vice President, General Counsel and Secretary

Ms. Beall graduated from The University of Findlay with a bachelor’s degree in accounting in 1978. In 1984, she received her master’s degree in business administration from Bowling Green State University. Ms. Beall was licensed as a Certified Public Accountant in Ohio in 1984. She began her career with Marathon Oil in 1978, and was appointed to her current position of Vice President—Products Supply and Optimization of Marathon Petroleum Company LP in June 2010. Previously, she served as Organizational Vice President, Business Development—Downstream, and Vice President of Global Procurement between 2006 and 2009 and, prior to that, in various other roles of increasing responsibility in the business development and corporate affairs

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areas. Ms. Beall served as the 2005/06 chair for the American Petroleum Institute Envisioned Future Initiative steering committee and the 2007 vice-chair for the Greater Findlay Inc., a partnership for growth. She is a member of The Ohio Society of CPAs and The University of Findlay board of trustees. She also served on the board of directors of Boyle Engineering Corporation from August 2006 to March 2008.

Mr. Bedell earned a bachelor’s of science degree in chemical engineering from Lehigh University in 1977 and a master’s of science degree in petroleum engineering from the University of Houston in 1984. He also completed the Executive Program at Stanford University in 2004. Mr. Bedell joined Marathon Oil in 1979, and was appointed to his current position as Senior Vice President, Refining of Marathon Petroleum Company LP in June 2010. Since joining Marathon Oil, he has held numerous refining-related management positions at several of our refineries, and at several of our refining divisions. Mr. Bedell currently serves on the board of directors of the National Petrochemical & Refiners Association and is a member of the American Petroleum Institute’s Refining Subcommittee and the American Chemistry Council’s Board Committee on Responsible Care^®.

Mr. Braddock graduated from Ohio Northern University with a bachelor’s degree in accounting in 1980. He was licensed as a Certified Public Accountant in Ohio in 1986. Mr. Braddock began his career with Marathon Oil in 1980, and progressed through a number of accounting and tax positions. In 1988, Mr. Braddock was appointed Tax Supervisor, and in 1992 he was appointed Manager, Federal Income Tax Compliance for USX Corporation. Mr. Braddock returned to Marathon Oil in 1998 as Manager, Income Tax Compliance, and in 2002, he was appointed Business Development Manager. In 2005, Mr. Braddock was appointed Manager, Internal Audit, and to his current position as Controller of Marathon Petroleum Company LP in 2008. He is a member of the American Institute of Certified Public Accountants and the Ohio Society of Certified Public Accountants.

Mr. Kelley graduated from Indiana State University in 1981 with a bachelor’s of science degree in marketing. He attended the Wharton School Advanced Management Program in 2002 and the Institute for Energy Studies at Oxford University in 2008. Mr. Kelley joined Marathon Oil in June 1981, and was appointed to his current position as Senior Vice President, Marketing of Marathon Petroleum Company LP in January 2010. Previously, he served as a Director, Crude Supply and Logistics from January 2008, and as a Brand Marketing Manager for eight years prior to that. Since joining Marathon Oil, Mr. Kelley has held various positions of increasing responsibility in the areas of marketing, supply and distribution. He is a member of the American Petroleum Institute, currently serving on its General Committee on Marketing.

Mr. Kenney graduated from Miami University in 1976 with a bachelor’s of science degree in accounting. In 2000, he attended the Executive Program at the University of Michigan Business School. Mr. Kenney has more than 34 years of experience with Marathon Oil, including service as President of Speedway LLC since August 2005. His previous job responsibilities included service as Vice President, Business Development for Marathon Petroleum Company LP from 2001 to August 2005. He serves on the Board of Directors of the Ohio Chamber of Commerce, the Greater Springfield Chamber of Commerce and The Association for Convenience & Petroleum Retailing.

Mr. Nichols graduated with a bachelor’s degree in advertising and a master’s degree in labor and industrial relations from Michigan State University. He attended the Advanced Human Resource Executive Program at the University of Michigan Business School in 2002. Mr. Nichols began his employment with Marathon Oil in 1977, and was appointed to his current position as Vice President, Human Resources and Administrative Services of Marathon Petroleum Company LP in 1998. Previously, Mr. Nichols held various positions of increasing responsibility in the areas of employee relations and human resources. Mr. Nichols serves on the Blanchard Valley Health Association Board of Trustees, Audit and Human Resources Boards, and he is the Chairman of the Board of Trustees for the Blanchard Valley Medical Practice LLC, and a member of Michigan State University’s Advisory Board.

Mr. Palmer graduated from Indiana University’s Kelley School of Business in 1976 with a bachelor’s of science degree in finance. He attended the Institute for Energy Studies at Oxford University in 2010. Mr. Palmer began his career with Marathon Oil in 1976, and was appointed to his current position as Vice President, Crude

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Supply and Logistics of Marathon Petroleum Company LP in June 2010. Since joining Marathon Oil, he has been named to a variety of management positions of increasing responsibility. He served as Crude Supply and Logistics director beginning in February 2010, as Senior Vice President, Oil Sands Operations and Commercial Activities for Marathon Oil Canada Corporation beginning in 2007, and as manager of Business Development for Marathon Petroleum Company LLC beginning in 1999.

Mr. Peiffer graduated from Bowling Green State University with a bachelor’s degree in accounting in 1974. Mr. Peiffer began his career with Marathon Oil Company in 1974, and was appointed to his current position as Senior Vice President of Finance and Commercial Services of Marathon Petroleum Company LP in 1998. Previously, he served in numerous other accounting, finance and logistics positions. In 1987, Mr. Peiffer was appointed to the President’s Commission on Executive Exchange program and served for a year in the Pentagon as special assistant to the Assistant Secretary of Defense for Production and Logistics. Mr. Peiffer is a member of the Blanchard Valley Health System Board of Trustees and Audit Committee; the Blanchard Valley Port Authority Board; the Fifth Third Bank (Northwestern Ohio) Board of Directors; and the Findlay-Hancock County Community Foundation Board of Trustees and Finance & Investment Committee.

Mr. Shaffner graduated from Rose-Hulman Institute of Technology with a bachelor’s of science degree in mechanical engineering in 1981. He also completed the Wharton School Advanced Management Program at the University of Pennsylvania in 2007. Mr. Shaffner joined Marathon Oil in 1981, and was appointed to his current position as Senior Vice President, Transportation and Logistics of Marathon Petroleum Company LP in June 2010. Previously, Mr. Shaffner held a number of key engineering and managerial positions in Marathon Petroleum Company LP’s pipeline, marketing and refining operations, including serving as division manager of the St. Paul Park, Minnesota refinery beginning in 2003 and as Detroit Refining Division Manager beginning in October 2006. Mr. Shaffner has served on National Petroleum & Refiners Association and American Petroleum Institute committees for refining maintenance and risk-based inspection practices. He currently serves as Chairman of the Board of the Louisiana Offshore Oil Port (LOOP).

Mr. Templin graduated from Grove City College, Pennsylvania with a bachelor’s degree in accounting in 1984. He was licensed as a Certified Public Accountant in Pennsylvania in 1986. Mr. Templin joined PricewaterhouseCoopers LLP (“PWC”) in the Pittsburgh office in 1984, where he served on the audits of the financial statements of a number of public manufacturing clients. From 1989 through 1991, he worked in PWC’s office in London, England, where his primary responsibility was to support developing PWC practices principally in West Africa, the Caribbean and Taiwan. Mr. Templin returned to PWC’s Pittsburgh office in 1991 and served a number of public companies, primarily in the manufacturing and energy industries. He transferred to PWC’s office in Kazakhstan in 1996, where he led the PWC practice for two years and returned to the Pittsburgh office in 1998 as partner, overseeing engagements with a number of public companies primarily in the manufacturing and energy industries. In 2005, Mr. Templin transferred to PWC’s office in Baltimore to assume responsibility for the audits for a large utility client. He transferred to PWC’s Atlanta office in August 2009 as the market assurance leader in that office. Mr. Templin has agreed to become our Senior Vice President and Chief Financial Officer as of June 9, 2011. Mr. Templin is active in a number of charitable organizations, including the American Heart Association and the United Way.

Mr. Wilder graduated with a bachelor’s degree from the University of Kentucky in 1975 and Juris Doctorate from the University of Kentucky College of Law in 1978. He also attended the Executive Development Program at Indiana University in 1990 and the Program for Management Development at Harvard University in 1995. Mr. Wilder was appointed as General Counsel and Secretary for Marathon Petroleum Company LP in 1998. He assumed his current position as Associate General Counsel of Marathon Oil in September 2009. Prior to joining Marathon Petroleum Company LP, Mr. Wilder worked for Ashland and served in various roles of increasing responsibility in its law department and for its SuperAmerica convenience store group. Mr. Wilder has also served as secretary-treasurer and president of The Findlay/Hancock County Bar Association, and as chairman of the Owens Community College Foundation Board of Directors and Kentucky Council on Child Abuse Board of Directors.

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Board of Directors

Our board of directors currently consists of seven directors. A majority of our board of directors qualify as “independent” according to the rules and regulations of the SEC and the New York Stock Exchange.

Committees of Our Board of Directors

The committees of our board of directors include an Audit Committee, a Corporate Governance and Nominating Committee and a Compensation Committee. Each of these committees is required to comply with the requirements of the SEC and the New York Stock Exchange. Our board of directors has adopted a written charter for each of these committees, each of which will be posted to our Web site on or prior to the distribution date.

Audit Committee

Our Audit Committee is responsible for, among other things, appointing, replacing, compensating and overseeing the work of our independent auditor, approving in advance all audit, audit-related, tax and permissible non-audit services to be performed by our independent auditor, separately meeting with our independent auditor, the internal auditors and management with respect to the status and results of their activities, reviewing approving and discussing with management and our independent auditor the annual and quarterly financial statements, reports of internal control over financial reporting, our annual reports to stockholders and our annual reports on Form 10-K, reviewing earnings press releases, and discussing with management the guidelines and policies necessary to govern the process by which risk assessment and management is undertaken by us. The Audit Committee currently consists of David A. Daberko, William L. Davis and Charles R. Lee, with Mr. Daberko serving as chair. Each of Messrs. Daberko and Lee qualifies as an audit committee financial expert.

Corporate Governance and Nominating Committee

Our Corporate Governance and Nominating Committee is responsible for, among other things, reviewing and making recommendations to our board of directors concerning the appropriate size and composition of the board, including candidates for election or re-election as directors, the criteria to be used for the selection of candidates for election as directors, the composition and functions of the board committees, and all matters relating to the effective functioning of the board, considering and recruiting candidates to fill positions on the board, considering nominees recommended by stockholders for election as directors, assessing and recommending overall corporate governance practices, and reviewing and approving codes of conduct applicable to directors, officers and employees. The Corporate Governance and Nominating Committee currently consists of William L. Davis, Seth E. Schofield, Charles R. Lee and John W. Snow, with Mr. Davis serving as chair.

Compensation Committee

Our Compensation Committee is responsible for, among other things, making recommendations to the board and to our board of directors and to the boards of subsidiaries on all matters of policy and procedure relating to executive compensation, reviewing approving corporate goals and objectives relevant to our chief executive officer’s compensation, and determining and approving our chief executive officer’s compensation level based on the board’s performance evaluation of our chief executive officer, determining and approving the compensation of our other executive officers, reviewing the succession plan relating to positions held by our other executive officers, and recommending to the board and administering our incentive compensation plans and equity-based plans. The Compensation Committee currently consists of Seth E. Schofield, David A. Daberko and John W. Snow, with Mr. Schofield serving as chair.

Director Compensation

Our nonemployee directors will receive compensation for their service on the board. Following the spin-off, we expect our director compensation programs and amounts will be structured similarly to those currently in place at Marathon Oil.

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In 2010, Marathon Oil paid its nonemployee directors as follows:

Annual Cash Retainer	$150,000
Annual Common Stock Unit Award	$150,000
Committee Chair Retainer	$15,000 Audit and Finance Committee
	$12,000 Compensation Committee
	$10,000 All other committees
Chairman of the Board Annual Cash Retainer	$350,000
Chairman of the Board Annual Common Stock Unit Award	$100,000

Directors do not receive meeting fees for attendance at board of directors or committee meetings.

For their service on the Marathon Oil Board of Directors in 2010, nonemployee directors, other than the chairman, received an annual common stock unit award valued at $150,000. The chairman received an annual common stock unit award valued at $100,000. These awards are credited to an unfunded account based on the closing stock price on the grant date. When dividends are paid on Marathon Oil’s common stock, Marathon Oil’s nonemployee directors receive dividend equivalents on those awards in the form of common stock units. The awards are payable in shares of common stock upon the director’s departure from the board of directors.

Our nonemployee directors will also be reimbursed for any expenses associated with attending board or committee meetings.

Executive Compensation

Our executive compensation program is described in “Executive Compensation—Compensation Discussion and Analysis.”

Code of Business Conduct

We have adopted a code of business conduct that is designed to reinforce our commitment to high ethical standards and to promote:

• accountability and responsibility for making good decisions and for the outcomes those decisions produce;

• responsibility to one another by treating all employees with dignity and respect;

• responsibility to the public and our stockholders by taking responsibility for our actions;

• responsibility to our business partners by treating our business partners as equals in the quest for high business conduct standards; and

• responsibility to governments and the law by complying with applicable legal and regulatory standards.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Executive Summary

The five persons who we expect will be our named executive officers as of the distribution date are identified in the Summary Compensation Table below. For purposes of this Compensation Discussion and Analysis, we refer to them collectively as our named executive officers. The information provided for the years 2010, 2009 and 2008 reflects compensation earned at Marathon Oil or its subsidiaries and the design and objectives of the executive compensation programs in place prior to the spin-off.

This Compensation Discussion and Analysis has three main parts:

• First, it outlines the executive compensation programs at Marathon Oil for 2010 as disclosed in the following tables.

• Second, it describes treatment of outstanding equity awards and other compensation programs as a result of the spin-off.

• Third, it describes our anticipated executive compensation programs following the spin-off.

All executive compensation decisions for our named executive officers prior to the spin-off will be made by the Compensation Committee of Marathon Oil Corporation (the “Marathon Oil Compensation Committee”), which is composed of seven independent directors. Executive compensation decisions following the spin-off will be made by the Compensation Committee of MPC (our “Compensation Committee”).

We anticipate that compensation for our named executive officers immediately following the distribution date will be substantially similar to the compensation they currently receive as Marathon Oil officers.

Executive Compensation Programs for 2010 at Marathon Oil

At Marathon Oil, executive compensation programs are based on a pay-for-performance philosophy and are designed to align the interests of executives with those of Marathon Oil’s stockholders and reinforce the business objectives and corporate values that drive Marathon Oil’s success. The discussion below provides more information about the compensation philosophy for our named executive officers applicable to their service as officers of Marathon Oil during 2010, including a detailed description of each component of pay. It also describes the decisions the Marathon Oil Compensation Committee made for 2010.

Executive compensation at Marathon Oil consists primarily of the following components, each of which is generally targeted at the peer group 50^th percentile:

• Base salary.

• Annual cash bonus—Intended to reward officers for calendar year performance. Actual bonus payouts may vary from the targeted amount based upon company, organizational, and individual performance.

• Long-term incentives—Intended to reward officers based on Marathon Oil’s long-term stock price performance. Long-term incentives consist of performance units, stock options and restricted stock.

In addition, Marathon Oil officers receive pension benefits, and in the event of a change-in-control, they could receive severance benefits.

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Our named executive officers for 2010 are listed below.

Name	2010 Marathon Oil Job Title	2011 MPC Job Title
Gary R. Heminger	Executive Vice President, Downstream	President and Chief Executive Officer
Garry L. Peiffer	Senior Vice President, Finance and Commercial Services	Executive Vice President, Corporate Planning and Investor & Government Relations
Richard D. Bedell	Senior Vice President, Refining	Senior Vice President, Refining
Anthony R. Kenney	President, Speedway LLC	President, Speedway LLC
J. Michael Wilder	Vice President, Deputy General Counsel	Vice President, General Counsel and Secretary

Compensation Objectives

The Marathon Oil executive compensation program for 2010 was designed to achieve the following objectives:

• Attract talented and experienced executive leaders by providing competitive incentives for them to accept the responsibilities and risks of their positions;

• Motivate executive officers by rewarding them for individual and collective contributions to Marathon Oil’s success, including increasing stockholder value; and

• Retain knowledgeable and experienced executive officers who directly impact Marathon Oil’s current and future success.

Compensation Program Design

To assist in accomplishing the objectives of our compensation program, the Marathon Oil Compensation Committee engaged an executive compensation consultant. During 2010, the Marathon Oil Compensation Committee used the services of two consulting firms, Towers Watson & Co. and Meridian Compensation Partners LLC. Towers Watson had served as that Committee’s compensation consultant since 2005. Beginning in October 2010, the Marathon Oil Compensation Committee engaged Meridian.

The terms of the relationship with each firm are set forth in an agreement between the Marathon Oil Compensation Committee and the compensation consulting firm. Neither Towers Watson nor Meridian provided any non-compensation related services to Marathon Oil or MPC, nor did they provide any services to our named executive officers individually in 2010.

In August 2010, the Marathon Oil Compensation Committee asked Towers Watson to prepare a comprehensive study of executive officer compensation and directed Towers Watson regarding the items to be included. Towers Watson collected comparative market data on executive officer compensation. Meridian then assessed the competitiveness of Marathon Oil’s executive officer compensation programs and presented its analysis to the Marathon Oil Compensation Committee in October 2010.

The Marathon Oil Compensation Committee used this analysis as one tool in evaluating compensation practices and competitive pay levels for executive officers of MPC and making appropriate compensation and program design decisions. Topics covered in the 2010 analysis included:

• Target and actual total direct compensation (base salary plus annual incentive plus long-term incentives);

• Annual incentive performance measures commonly used;

• Appropriate mix and level of long-term incentives;

• Shares available and share usage under our long-term incentive plan compared to peers;

• Severance benefits; and

• Emerging pay practices, including common stockholder proposals and corporate governance initiatives.

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For purposes of this study, peer companies were those with whom Marathon Oil most often competes for talent and were selected by the Marathon Oil Compensation Committee based on a comparison of pertinent financial measures. These financial measures included revenue, market capitalization and total shareholder return. MPC officer positions were compared to comparable positions at select peer companies. The peer companies used in the competitive analysis were:

Upstream* Peers	Integrated Peers	Downstream* Peers
Anadarko Petroleum Corporation	Chevron Corporation	Sunoco Inc.
Apache Corporation	ConocoPhillips	Tesoro Corporation
Devon Energy Corporation	Hess Corporation	Valero Energy Corporation
Occidental Petroleum Corporation

* Marathon Oil’s Exploration and Production, Integrated Gas, and Oil Sands Mining segments are collectively referred to as “upstream.” Marathon Oil’s Refining, Marketing and Transportation segment is referred to as “downstream.”

Depending on the business segment for which a named executive officer was responsible, the list of companies used for comparison varied. In comparing compensation for Mr. Heminger, additional data was included from BP p.l.c. and Shell Oil Company. Data was available for all five individuals who we expect to be MPC named executive officers. The peer companies listed above remained the same as in prior years. In this Compensation Discussion and Analysis, references to “market” are references to compensation paid or provided by these peer companies.

All MPC officers are covered by the same compensation plans, policies, and practices.

Stock Ownership Requirements and Anti-Hedging Policy

All of Marathon Oil’s officers who are “executive officers” for purposes of Section 16 of the Exchange Act are subject to stock ownership requirements, which reinforce the alignment of interests between officers and stockholders. The stock ownership requirements are as follows:

• Chief Executive Officer—five times base salary;

• Executive Vice Presidents—four times base salary;

• Senior Vice Presidents—three times base salary; and

• Vice Presidents—two times base salary.

Executive officers have five years from their appointment date to achieve the designated stock ownership level. The Marathon Oil Compensation Committee reviews each executive officer’s progress towards the requirements on at least an annual basis. Executive officers who have not reached the required level of stock ownership are expected to hold the shares they receive upon exercise of stock options (after taxes) so that they meet their requirements in a timely manner.

In order to ensure that officers bear the full risks of stock ownership, Marathon Oil corporate policies prohibit officers from engaging in hedging transactions related to Marathon Oil stock. Marathon Oil officers are also prohibited from pledging or creating a security interest in any Marathon Oil shares they hold, including shares in excess of the applicable ownership requirement.

2010 Base Salary

Three of our five named executive officers received base salary increases in 2010. In making these decisions at the February 2010 meeting, the Marathon Oil Compensation Committee considered each named executive officer’s current salary as compared to the available market 50th percentile as provided by the Marathon Oil

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Compensation Committee’s external consultant in October 2009, along with individual performance. While the Marathon Oil Compensation Committee did not utilize internal pay ratios, it did evaluate the relative value of each position to Marathon Oil and ensure that compensation levels were internally equitable and consistent with the value assigned to each position.

2010 Base Salary Increases

Effective April 1, 2010, the Marathon Oil Compensation Committee increased base salaries for our named executive officers as follows: Mr. Heminger, $900,000 to $925,000 and Mr. Kenney, $375,000 to $400,000. Mr. Bedell received a modest base salary increase in April, and then another increase from $295,000 to $400,000 upon his promotion in June to his current officer position. Neither Mr. Peiffer nor Mr. Wilder received base salary increases in 2010. The Marathon Oil Compensation Committee did not use a formula to calculate base salary increases for named executive officers. Additionally, the Marathon Oil Compensation Committee’s philosophy is to increase salaries of recently promoted officers over a multi-year period.

2010 Annual Cash Bonus

The Marathon Oil officers’ annual cash bonus program for 2010 closely linked annual bonus payments made to our named executive officers to both company performance and each individual officer’s performance for 2010. The Marathon Oil Compensation Committee determined the annual cash bonus for each named executive officer based primarily on the following criteria:

• Company performance, including achievement of the specific performance metrics established by the Marathon Oil Compensation Committee during the first quarter of 2010;

• Individual performance, including demonstrated leadership and ethics; and

• External competitiveness, with bonus targets set at or near the 50th percentile for similar positions at peer companies.

Within the structure of the bonus program, the Marathon Oil Compensation Committee ultimately used its discretion to determine bonus payments for our named executive officers. Bonus payments reflected Marathon Oil’s solid performance in 2010.

The discussion below provides more information about the officers’ annual cash bonus program for 2010, as well as factors that influenced the bonus payments approved by the Marathon Oil Compensation Committee.

2010 Bonus Target Opportunities

The Marathon Oil Compensation Committee used competitive market data to establish a bonus target for each level of officer that was expressed as a percentage of year-end base salary. Bonus targets were generally set at the market 50th percentile for comparable positions. For 2010, the bonus targets for our named executive officers were as follows:

Name	2010 Marathon Oil Officer Level	2010 Bonus Target (as  % of Base Salary)
Gary R. Heminger	Executive Vice President		95	%
Garry L. Peiffer	Senior Vice President		70	%
Richard D. Bedell	Senior Vice President		70	%
Anthony R. Kenney	Senior Vice President		70	%
J. Michael Wilder	Vice President		60	%

Although targets were set at competitive levels, actual bonus payments varied from the target amount depending upon company, organizational and individual performance for the year.

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Performance Metrics for 2010 Annual Cash Bonus Program

During the first quarter of 2010, the Marathon Oil Compensation Committee established the performance metrics outlined in the table below:

Performance Metric	Description	Type of Measure	Business Segment
E&P Net Production	A significant indicator of the success of Marathon Oil’s Exploration and Production (“E&P”) segment	Operational (absolute)	Upstream
Year-on-Year Competitive Comparison—E&P and Integrated Gas Combined Segment Income Adjusted for Special Items	Measures the percent increase or decrease in adjusted segment income in 2010 vs. 2009, as compared to a group of nine other integrated and pure upstream companies	Financial (relative)	Upstream
Operating Income per Barrel of Crude Oil Throughput—U.S. Downstream Segment Income Adjusted for Special Items	Measures operating income per barrel of crude oil throughput, as compared to a group of seven other integrated and pure downstream companies	Financial (relative)	Downstream
Downstream Mechanical Availability	A significant indicator of the success of Marathon Oil’s downstream business	Operational (absolute)	Downstream
Corporate Safety—OSHA Recordable Incident Rate	A core value of Marathon Oil and an important measure of its success	Operational (absolute)	Upstream and Downstream

The Marathon Oil Compensation Committee determined the target level of performance for each metric by evaluating factors such as performance achieved in the immediately preceding year, anticipated challenges for the year, business plan and company strategy.

The table below shows both the targets set by the Marathon Oil Compensation Committee and Marathon Oil’s performance during 2010. The metrics are described more fully in the footnotes to the table.

Performance Metric	Target Performance	Performance Achieved
E&P Net Production(a)	425,000 barrels of oil equivalent per day	416,000 barrels of oil equivalent per day
Year-on-Year Competitive Comparison—E&P and Integrated Gas Combined Segment Income Adjusted for Special Items(b)	3rd - 5th position out of 10 companies	5th position
Operating Income per Barrel of Crude Oil Throughput—U.S. Downstream Segment Income Adjusted for Special Items(c)	3rd position out of 8 companies	3rd position
Downstream Mechanical Availability(d)	93.80%	94.58%
Corporate Safety—OSHA Recordable Incident Rate(e)	.48	.60

(a) E&P Net Production is calculated as production available for sale and then adjusted for pricing effects as a result of production sharing contracts, catastrophic events, and acquisitions and divestitures. This number differs from the reported level of average E&P production available for sale of 391,000 barrels of oil

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equivalent per day, which is from continuing operations and does not include these adjustments. Production available for sale during the year can differ from production sold primarily as a result of the timing of international crude oil liftings and natural gas sales.

(b) Total of 10 comparator companies, including Marathon Oil. E&P segment income was adjusted to include Integrated Gas segment income. Comparator company income was also adjusted for special items or other like items. The comparator companies for the E&P and Integrated Gas combined segment income metric were Anadarko, BP, Chevron, ConocoPhillips, ExxonMobil, Hess, Murphy, Occidental, and Royal Dutch Shell. This metric is not determined using accounting principles generally accepted in the United States. (BP, ExxonMobil, Murphy and Royal Dutch Shell are not included in the peer companies used in the Towers Watson competitive study, but are comparator companies for the purposes of this bonus metric.) This metric is calculated as the sum of our E&P segment income and Integrated Gas segment income, as presented in our audited consolidated financial statements. To ensure consistency of this metric when comparing to our comparator companies, adjustments to comparator company segment income are sometimes necessary to reflect certain unusual items included in their results.

These comparator companies differ slightly from the peer companies used in the Towers Watson competitive study, primarily due to the use of different accounting methods which makes comparing results impractical.

(c) Total of 8 comparator companies, including Marathon Oil. Comparator company U.S. downstream income was adjusted for special items or other like items. The comparator companies for the downstream segment income metric were BP, Chevron, ConocoPhillips, ExxonMobil, Sunoco, Tesoro, and Valero. This metric is not determined using accounting principles generally accepted in the United States. (BP and ExxonMobil are not included in the peer companies used in the Towers Watson competitive study, but are comparator companies for the purposes of this bonus metric.) This metric is calculated as our Refining, Marketing and Transportation segment income before taxes, as presented in our audited consolidated financial statements, divided by the total number of barrels of crude oil throughput at our refineries. To ensure consistency of this metric when comparing to our comparator companies, adjustments to comparator company segment income before taxes are sometimes necessary to reflect certain unusual items included in their results.

(d) Downstream Mechanical Availability represents the percentage of capacity available from critical downstream equipment to perform its primary function, for the entire year. This metric primarily measures the mechanical availability of the processing equipment in our refineries, but also includes critical equipment in our pipeline, marine, and terminal operations.

(e) Excludes Speedway LLC. In the event of a fatality, payout is determined by the Marathon Oil Compensation Committee. The Occupational Safety and Health Administration (“OSHA”) Recordable Incident Rate is calculated by taking the total number of OSHA recordable incidents, multiplying by 200,000 and dividing by the total number of hours worked.

Organizational and Individual Goals for 2010 Annual Cash Bonus Program

At the beginning of each year, each Marathon Oil executive officer develops performance goals relative to his or her organizational responsibilities, which are required to be directly related to Marathon Oil’s business objectives. Each of our named executive officers developed individual performance commitments for 2010 relative to his or her organizational responsibilities.

The performance commitments for each of our named executive officers were directly related to downstream business objectives. Examples of individual performance commitments for our named executive officers in 2010 included refinery throughput, income per barrel of crude oil throughput, safety, environmental performance, project completions and financial discipline.

In evaluating the individual performance of each of our named executive officers, the most significant factor was achievement of business objectives within his or her organization. Another significant consideration is the named executive officer’s adherence to Marathon Oil’s core values, which emphasize health and safety, environmental stewardship, honesty and integrity, corporate citizenship, high performance, and diversity. These

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values are essential to both Marathon Oil’s culture and our culture, and drive how we accomplish our business objectives. For example, our health, safety and environmental stewardship commitment is reflected in officer performance goals regarding personal and process safety.

2010 Performance Achievements for Annual Cash Bonus Program

In evaluating the contributions made by our named executive officers, the Marathon Oil Compensation Committee considered the following achievements during 2010:

• Completed full integration of refinery units added as part of the Garyville Major Expansion project and realized increased refining capacity, establishing Garyville as the third-largest U.S. refinery;

• Speedway named best gasoline brand in the nation in its category, for the second consecutive year in the 2010 EquiTrend Brand Study; and

• Progressed construction of the Detroit Heavy Oil Upgrading Project to approximately 50 percent completion at year-end.

We operated our assets with a high degree of reliability and cost control to maximize profitability. These achievements have us well-positioned to benefit from the ongoing global economic recovery and higher overall demand for our products.

In addition to both our company, organizational and individual performance, the Marathon Oil Compensation Committee considered the level of competition for executive talent within our industry, which increased in 2010 in light of the improving economy. The Marathon Oil Compensation Committee also evaluated the competitiveness of our annual cash bonus program relative to the programs of our peer companies.

Finally, the Marathon Oil Compensation Committee took into account the significant amount of work performed by each of our named executive officers in 2010 in evaluating and preparing for the spin-off.

2010 Annual Bonus Payments

Consistent with Marathon Oil’s pay-for-performance philosophy, the Marathon Oil Compensation Committee rewarded our named executive officers for their contributions to Marathon Oil’s overall strong performance with annual cash bonus payments above target.

2010 Grants of Long-Term Incentive Awards

In 2010, the Marathon Oil Compensation Committee awarded long-term incentives in the form of performance units, stock options and restricted stock. While each long-term incentive award type rewards performance over a multi-year period, the primary purpose and structure of award types differ as illustrated below:

Long-term Incentive Award Type	Primary Purpose	Form of Settlement	Compensation Realized
Performance Units	Reward total stockholder return (“TSR”) relative to companies in the Amex Oil Index (“XOI”)	Cash	Equals from $0 to $2 per unit based on ranking among XOI companies
Stock Options	Align interests of executives and stockholders	Stock	Equals stock price appreciation from grant date to time of exercise
Restricted Stock	Retain executive talent	Stock	Equals value of stock upon vesting

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After considering the competitive compensation information provided by Towers Watson, the Marathon Oil Compensation Committee granted long-term incentive awards to each of our named executive officers. Due to the nature of long-term incentive awards, the actual long-term incentive value realized by each named executive officer will depend on the price of the underlying stock at the time of vesting or exercise.

Grants of long-term incentive awards were based on intended dollar value, rather than a specific number of performance units, stock options or restricted shares. Intended value reflects standard valuation methodologies (which differ from the grant date fair values determined for accounting purposes under accounting principles generally accepted in the United States and shown in the “2010 Summary Compensation Table” and “Grants of Plan-based Awards in 2010” table). For example, to determine the number of performance units awarded, the targeted dollar value was divided by an expected value ratio, which incorporates factors such as stock price volatility and risk of forfeiture.

For 2010, four of our five named executive officers received the following mix of long-term incentive awards, based on intended value: 40 percent performance units, 40 percent stock options, and 20 percent restricted stock. The Marathon Oil Compensation Committee believes this mix of long-term incentive awards generally provides an appropriate balance between the dual objectives of tying compensation to stock performance and providing retention incentives. The exception was Mr. Bedell, who was promoted to an officer position effective June 1, 2010. During 2010, Mr. Bedell received stock options and restricted stock prior to his promotion; he then received additional restricted stock upon his promotion.

The Marathon Oil Compensation Committee grants annual long-term incentive awards for officers at its regularly scheduled February meeting, the date of which is generally set at least one year in advance. The effective date for grants of awards to officers is the date the Marathon Oil Compensation Committee meets; however, if this committee meets after the market has closed, the grant date is the next trading day. The grant price for stock options is equal to the closing price of a share of Marathon Oil common stock on the grant date. Each long-term incentive award type is discussed in more detail below.

2010 Performance Unit Awards

In 2010, the Marathon Oil Compensation Committee believed that a performance unit program based on Marathon Oil’s total stockholder return (“TSR”) performance relative to peer companies served as a complement to stock options and restricted stock, because the performance unit program provided an incentive to both increase Marathon Oil’s stockholder return and outperform its peers included in the Amex Oil Index (the “XOI”). The XOI is a published stock index which represents a cross-section of publicly traded corporations involved in various phases of the oil and gas industry and provides a meaningful benchmark for comparing Marathon Oil stock performance.

TSR is determined by taking the sum of stock price appreciation or reduction, plus cumulative dividends for the three-year period, and dividing that total by the beginning stock price. For purposes of this calculation, the beginning and ending stock prices are the average of closing stock prices for the month immediately preceding the beginning or ending date of the measurement period.

The target value of each performance unit is $1, with the actual payout varying from $0 to $2 (0% to 200% of target) based on Marathon Oil’s relative TSR ranking for the measurement period. For example, a 100% payout percentage pays out at $1 per unit.

For the three-year performance period ending in 2010, Marathon Oil’s ranking was 11 out of the 13 XOI companies. Because this ranking was in the bottom quartile, there was no payout. The payout percentages for the three-year performance periods ending in 2008 and 2009 were 83.33 percent and 0 percent, respectively. Thus, our named executive officers realized no compensation for performance units for the last two completed cycles.

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2010 Stock Option Awards

In 2010, the Marathon Oil Compensation Committee granted a portion of MPC officers’ annual long-term incentive value in the form of stock options. The Marathon Oil Compensation Committee believes that stock options are inherently performance-based, as option holders only realize benefits if the value of the underlying stock increases following the date of grant.

The grant price of Marathon Oil stock options is equal to the closing sales price per share of Marathon Oil common stock on the grant date, which was February 24, 2010 for the options granted to our named executive officers during 2010. Stock options have a three-year pro-rata vesting period and a maximum term of ten years.

2010 Restricted Stock Awards

In 2010, the Marathon Oil Compensation Committee also granted a portion of the annual long-term incentive value for MPC officers in the form of time-based restricted stock for diversification of the mix of long-term incentive awards and for retention purposes. The restricted stock grants were also intended to help Marathon Oil officers increase their holdings in Marathon Oil stock.

Restricted stock awards for officers vest in full on the third anniversary of the date of grant, which is February 24, 2013. The restricted stock award granted to Mr. Bedell prior to his promotion to an officer position will vest in one-third increments on the first three anniversaries of the grant date. Prior to vesting, restricted stock recipients have the right to vote and receive dividends on the restricted shares.

Post-Employment Benefits for 2010

Retirement

We sponsor and contribute to a tax-qualified defined benefit retirement plan for a broad-based group of employees. Additionally, Marathon Oil sponsors and contributes to a defined contribution retirement plan for a broad-based group of employees. Individuals can contribute to Marathon Oil’s defined contribution retirement plan. Marathon Oil also sponsors retiree medical plans for a broad-based group of employees. Our named executive officers are eligible to participate in these defined benefit and defined contribution retirement plans, as well as the retiree medical plans.

In addition, our named executive officers participate in unfunded, nonqualified defined benefit and defined contribution retirement plans of Marathon Oil and MPC. These plans provide benefits that participants would have otherwise received under our tax-qualified retirement plans but which they did not receive because of Internal Revenue Code limitations.

Under both the tax-qualified and nonqualified retirement and deferred compensation plans, participating employees are eligible for retirement once they have reached age 50 and have ten or more years of vesting service. All of our named executive officers are currently retirement-eligible.

Prior to 2010, the formula under the defined benefit retirement plans was a traditional final-average-pay formula. Effective January 1, 2010, the plans were amended to provide that new benefits accrue under a cash-balance formula. Following this change, plan participants will generally receive their legacy final-average-pay benefit, which will continue to be updated for increases in compensation, plus the accrued cash-balance benefit.

The legacy final-average-pay formula for the nonqualified defined benefit plans provides an enhancement for named executive officers by taking into account the three highest bonuses earned during their last ten years of employment. The benefit formula used for non-officers is based on the highest consecutive three-year compensation, including bonuses, earned during the last ten years of employment, which may or may not include the participant’s three highest bonuses.

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Under the cash-balance formula, plan participants receive pay credits based on age and vesting service. For 2010, all of our named executive officers received pay credits equal to 11 percent of compensation as determined under the plans, which is the highest level of pay credit available under the plans.

Each named executive officer is also eligible to participate in the MPC elective nonqualified deferred compensation plan. Under this plan, our named executive officers are eligible to defer up to 20 percent of their salary and bonus each year. The investment options available under these plans generally mirror those available to all employees under the tax-qualified Marathon Oil Company Thrift Plan.

Distributions from the nonqualified plans are made following termination of employment in the form of a lump sum and are compliant with Section 409A of the Internal Revenue Code to the extent required.

In addition, named executive officers’ stock options immediately vest and become exercisable upon retirement. Unvested restricted stock awards are forfeited upon retirement, except in the case of mandatory retirement, in which case unvested restricted stock vests in full. Under Marathon Oil’s mandatory retirement policy, an officer must retire on the first day of the month following the officer’s 65th birthday. For performance units, in the case of retirement where an officer has worked more than half of the performance period, awards may be vested on a prorated basis at the discretion of the Marathon Oil Compensation Committee.

Death or Disability

In the event of death or disability, our named executive officers are entitled to the vested benefits they have accrued under standard benefits programs of Marathon Oil and MPC. Long-term incentive awards would immediately vest in full upon the death of a named executive officer, with performance units vesting at the target level. In the event of disability, long-term incentive awards would continue to vest as if the named executive officer remained employed during the period of disability.

Other Termination

Our named executive officers do not have employment agreements and are not entitled to any special executive severance payments, other than the change-in-control termination benefits described below.

Change-in-Control Termination

Marathon Oil has programs in place that provide severance benefits in the event that an employee is terminated following a change-in-control. This section describes what would occur in the event of a change-in-control of Marathon Oil prior to the effective time of the spin-off.

The Marathon Oil Executive Change in Control Severance Benefits Plan provides certain benefits upon a change-in-control of Marathon Oil and is designed to ensure continuity of management through a change-in-control transaction. Immediately upon a change-in-control of Marathon Oil, all of our named executive officers’ long-term incentive awards would become fully vested and exercisable. Outstanding performance units would vest at the target value upon a change-in-control. The benefits payable to named executive officers in the event they are terminated following a change-in-control or in connection with a “potential change-in-control” are outlined under the heading “—Potential Payments upon Termination or Change-in-Control,” where Marathon Oil’s executive change-in-control policy is described in more detail.

Other Benefits for 2010

Marathon Oil offered very limited perquisites to our named executive officers. Our named executive officers may seek reimbursement for certain tax, estate, and financial planning services up to a specified annual maximum each year, including the year following death or retirement. Our named executive officers were also offered an enhanced annual physical examination.

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Marathon Oil’s longstanding corporate policy, which applied in 2010, is that our named executive officers could use corporate aircraft for business purposes only, unless otherwise authorized by the Marathon Oil CEO. Occasionally spouses or other guests will accompany our named executive officers on the aircraft when space is available on business-related flights. When the spouse or guest’s travel does not meet the Internal Revenue Service standard for business use, the cost of that travel is imputed as income to the named executive officer.

2010 Tax Considerations

The Marathon Oil Compensation Committee considered the tax effects to Marathon Oil when making executive compensation decisions for 2010. In addition, the Marathon Oil Compensation Committee had, and continues to have, a practice of delivering compensation in a tax-efficient manner whenever reasonable. However, the priority of the Marathon Oil Compensation Committee is to provide compensation that reflects performance and is competitive. Therefore, some of the compensation awarded by the Marathon Oil Compensation Committee is not deductible by Marathon Oil due to the limitations of Section 162(m) of the Internal Revenue Code.

Section 162(m) states that the amount of compensation that Marathon Oil may deduct each year for its Chief Executive Officer and each of the three most highly paid officers (other than its Chief Financial Officer, who was excluded from this provision for 2010) is $1,000,000. Elements of compensation which qualify as “performance-based compensation” are deductible even if in excess of this $1,000,000 limit.

Other than time-based restricted stock, short-term and long-term incentives awarded to MPC officers in 2010 were designed to be performance-based compensation and therefore should be fully deductible. Time-based restricted stock awards would only be deductible if compensation for the year does not exceed the Section 162(m) limitation when the awards vest. For 2010, the only MPC officer who was among the three most highly paid Marathon Oil officers was Mr. Heminger, and a portion of his compensation was not deductible.

We believe the nonqualified deferred compensation plans and other benefits at Marathon Oil comply with Section 409A of the Internal Revenue Code. In general, Section 409A imposes additional income taxes, as well as premium interest, unless the form and timing of deferred compensation payments have been fixed in order to eliminate both officer and company discretion.

Benefits and Equity Compensation Decisions in Connection with the Spin-Off

MPC officers will be treated like all other MPC employees with respect to the impact of the spin-off on their benefits and equity compensation. For a discussion of provisions concerning retirement, health and welfare benefits to our employees and the treatment of outstanding Marathon Oil equity-based compensation awards upon completion of the spin-off, see “Relationship With Marathon Oil After the Spin-Off—Agreements Between Marathon Oil and Us—Employee Matters Agreement.” The spin-off is not a change-in-control and therefore will not entitle MPC officers to any change-in-control benefits.

Equity-Based Compensation

Following the spin-off, all holders of outstanding awards of vested stock options and stock appreciation rights will receive adjusted Marathon Oil awards and substitute MPC awards. Similarly, employees who hold stock awards which have vested will be treated like all other Marathon Oil stockholders. All employee holders of unvested stock options will hold options in the employee’s post-spin-off company. There are no unvested stock appreciation rights outstanding. All employee holders of unvested restricted stock and unvested restricted stock units will hold shares or units in the employee’s post-spin-off company. The effects of the spin-off on equity-based awards are described in more detail under “Relationship With Marathon Oil After the Spin-Off—Agreements Between Marathon Oil and Us—Employee Matters Agreement.”

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Officer Performance Units

Under Marathon Oil’s executive compensation program, each of our named executive officers received an annual grant of performance units. Performance units are based on Marathon Oil’s three-year TSR relative to the other companies in the XOI and are paid out in cash at the conclusion of each three-year performance period. Assuming that the distribution occurs on June 30, 2011, three performance periods will be affected as a result of the spin-off: the 2009 grant performance period (2009-2011), which will be five-sixths complete as of June 30, 2011; the 2010 grant performance period (2010-2012), which will be one-half complete as of June 30, 2011; and the 2011 grant performance period (2011-2013), which will be one-sixth complete as of June 30, 2011.

We anticipate that the Marathon Oil Compensation Committee will approve a cash payout of outstanding performance units granted to MPC officers following the distribution date. This cash payout is expected to be based on TSR from the start of each performance period through June 30, 2011. Because the 2009 grant will be five-sixths complete, we anticipate that the Marathon Oil Compensation Committee will approve a full payout of this grant based on performance. The cash payout for the other two outstanding grants will be prorated based on the portion of the performance period that is complete as of June 30, 2011. Thus, the 2010 grant will be prorated at a rate of one-half; and the 2011 grant will be prorated at a rate of one-sixth.

To replace the portion of the 2010 and 2011 grants that will be cancelled as a result of the proration described above, we anticipate that the Marathon Oil Compensation Committee will grant prorated replacement performance unit awards to our officers. These grants will be made prior to and conditioned upon the spin-off. Each of our officers will receive two replacement grants, one for the remaining 18 months of the 2010 grant and one for the remaining 30 months of the 2011 grant. These prorated replacement grants will be earned based on TSR performance measured from the spin-off date against a group of peer companies that the Marathon Oil Compensation Committee determines to be appropriate for MPC.

New Senior Vice President and Chief Financial Officer

As noted under “Management—Executive Officers,” Donald C. Templin has accepted an offer of employment as our Senior Vice President and Chief Financial Officer. The material terms of his offer include a base salary of $500,000 per year, an annual cash bonus target of 90% of base salary, a signing bonus of $500,000 payable within 30 days of commencement of employment, and signing and retention equity valued at approximately $1,500,000, which will be divided evenly between stock options and restricted stock. Additionally, Mr. Templin will receive a long-term incentive grant for 2011 valued at approximately $1,000,000, which will also be divided evenly between stock options and restricted stock. Mr. Templin’s offer also includes an annual long-term incentive compensation target of $1,500,000; however, actual grants of annual long-term incentives will be determined by our Compensation Committee.

Mr. Templin will participate in our broad-based and executive benefit plans in accordance with their terms. Further, Mr. Templin will receive additional pay credits under our non-qualified cash balance arrangement, to ensure that the aggregate cash balance accrual from our qualified and non-qualified retirement plans equals 11 percent of his applicable compensation, rather than the 7 percent to which he would otherwise be entitled under the terms of our plans.

Our Anticipated Compensation Programs

We believe the Marathon Oil executive compensation programs were both effective at retaining and motivating MPC officers and competitive as compared to compensation programs at other downstream peer companies. As described below, the executive compensation programs that will initially be adopted by MPC will be very similar to those in place at Marathon Oil immediately prior to the spin-off. However, after the spin-off, our Compensation Committee will continue to evaluate our compensation and benefit programs and may make adjustments as necessary to meet prevailing business needs.

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Compensation Objectives

The MPC executive compensation program after the spin-off will be designed to achieve the following objectives:

• Attract talented officers with proven experience and success in the industry to accept the risks and responsibilities of officer positions in a new publicly traded company;

• Motivate officers by rewarding them for individual and collective contributions to MPC’s long-term success, including increasing stockholder value; and

• Retain the highly experienced and knowledgeable MPC executive management team who will directly impact MPC’s current and future success.

Immediately following the spin-off, MPC intends to adopt the same components of compensation used by Marathon Oil, consisting of base salary, annual cash bonus and long-term incentives.

Compensation Program Design

We anticipate that our Compensation Committee will engage a consultant to provide consulting services on MPC executive compensation matters. We anticipate that the consultant will advise on matters such as an appropriate mix of compensation, program design and peer companies. Our Compensation Committee will use the information provided by the consultant to ensure each element of compensation is competitive and is designed to align with the level of performance achieved.

We do not expect any differentiation by individual among our named executive officers in the types of compensation paid, because all of our officers will initially be covered by the same compensation plans, policies and practices.

In setting compensation levels, our Compensation Committee will consider company performance, individual performance and external market data. Other factors our Compensation Committee may consider include each MPC officer’s area of responsibility, internal equity and experience.

Stock Ownership Requirements and Anti-Hedging Policy

We anticipate that our Compensation Committee will adopt stock ownership requirements for MPC officers. These requirements reinforce the alignment of interests between our officers and stockholders. The expected stock ownership requirements are as follows:

• Chief Executive Officer—five times base salary

• Executive Vice Presidents—four times base salary

• Senior Vice Presidents—three times base salary

• Vice Presidents—two times base salary

Officers will have five years from their appointment date or the distribution date, whichever is later, to achieve the designated stock ownership level.

In order to ensure that MPC officers bear the full risks of stock ownership, we expect that our Compensation Committee will adopt policies that prohibit MPC officers from engaging in hedging transactions related to our stock or from pledging or creating a security interest in any MPC shares they hold, including shares in excess of the ownership requirement.

Base Salary

Our Compensation Committee will review the base salary of each MPC officer annually. In making base salary decisions, we anticipate that our Compensation Committee will consider factors including external market data for similar positions, the relative value of each position to MPC, and each officer’s individual performance.

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2011 Annual Cash Bonus

Following the spin-off, we anticipate that our Compensation Committee will adopt a bonus program for the MPC officers similar to the Marathon Oil bonus program described above. The MPC officers’ annual cash bonus program will link annual bonus payments to company performance and each individual officer’s performance for the year.

Bonus Target Opportunities. Each year, the Marathon Oil Compensation Committee evaluated bonus targets for the MPC officers to ensure competitiveness. We anticipate that our Compensation Committee will undertake a similar evaluation and establish bonus targets for MPC officers that remain competitive with downstream peer companies.

Performance Metrics for Annual Cash Bonus Program. Metrics commonly used in the refining, marketing and pipeline transportation business to measure company performance include:

• Operating Income per Barrel of Crude Oil Throughput as compared to peer companies

• Mechanical Availability*

* Mechanical Availability represents the percentage capacity available from critical downstream equipment to perform its primary function, for the entire year. This metric primarily measures the mechanical availability of the processing equipment in our refineries, but also includes critical equipment in our pipeline, marine and terminal operations.

• Successful Completion of Capital Projects and Strategic Initiatives (e.g., progress on Detroit Heavy Oil Upgrading Project)

• Safety and Environmental Measures (e.g., OSHA Recordable Incident Rate)

In addition to company performance metrics, we anticipate that our Compensation Committee will also consider individual performance commitments in determining annual cash bonus payments. Examples of individual performance commitments for 2011 include refinery throughput, income per barrel of crude oil throughput, safety, environmental performance, project completions and financial discipline.

Our Compensation Committee may also consider additional relevant factors, including the marketplace for executive talent within our industry and the competitiveness of our annual cash bonus program relative to our peers.

Grants of Long-Term Incentive Awards

We believe that our Compensation Committee will view long-term incentive awards as a critical element in the mix of compensation. Long-term incentive awards will link compensation of MPC officers to long-term increases in the market price of our common stock, and therefore align the interests of MPC officers to those of our stockholders.

We have adopted the 2011 MPC Incentive Compensation Plan, under which MPC will grant long-term incentive awards. For more information about this plan, see “—MPC 2011 Incentive Compensation Plan.” We anticipate that our Compensation Committee will evaluate competitive practices within our industry, including long-term incentive award types and levels. We expect that our grant process will be similar to the Marathon Oil grant process described above.

Post-Employment Benefits

Retirement. Following the separation, we will sponsor tax-qualified defined benefit and defined contribution retirement plans for a broad-based group of employees. We will contribute to both the defined benefit and defined contribution retirement plans, and individual employees will be eligible to contribute to the defined contribution retirement plan. We will also sponsor retiree medical plans for a broad-based group of employees. MPC officers will be eligible to participate in these defined benefit and defined contribution retirement plans, as well as the retiree medical plans.

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In addition, MPC officers will continue to participate in unfunded, nonqualified defined benefit and defined contribution retirement plans. Each of the MPC officers will also remain eligible to participate in an elective nonqualified deferred compensation plan. Under this plan, MPC officers are eligible to defer up to 20 percent of their salary and bonus amounts each year. Distributions from the nonqualified plans will be made following termination or retirement in the form of a lump sum and will comply with Section 409A of the Internal Revenue Code to the extent required. For a more detailed description of our nonqualified plans, see “—Nonqualified Deferred Compensation.”

Under both our tax-qualified and nonqualified retirement plans, our employees will be eligible for retirement once they have reached age 50 and have ten or more years of vesting service. All five MPC named executive officers are currently retirement-eligible.

Substitute MPC stock options issued to MPC officers in connection with the spin-off will be subject to the same terms and conditions as the original Marathon Oil options. Therefore, substitute MPC stock options issued in connection with the spin-off will immediately vest and become exercisable upon retirement. Substitute MPC restricted stock awards issued in replacement of unvested restricted stock awards granted before the distribution date will be forfeited upon retirement, except in the case of mandatory retirement, where restricted stock awards will vest in full.

Death or Disability. In the event of death or disability, MPC officers would be entitled to the vested benefits they have accrued under our standard benefits programs. Long-term incentive awards granted prior to the distribution date would immediately vest in full upon the death of an MPC officer. In the event of disability, long-term incentive awards granted prior to the distribution date would continue to vest as if the MPC officer remained employed during the period of disability.

Other Termination. Except as described below, no special employment or severance agreements will be in place for the MPC officers on the distribution date.

Change-in-Control Termination. We anticipate that we will adopt a change-in-control severance benefits policy for the MPC officers that provides benefits in the event that an MPC officer is terminated following a change-in-control of MPC. The change-in-control severance benefits policy for the MPC officers will be substantially similar to the policy for Marathon Oil officers described above. We anticipate that, upon a change-in-control of MPC, all MPC officers’ long-term incentive awards will become fully vested and exercisable. We believe that having a change-in-control policy encourages officers to act in the best interest of our stockholders if a change-in-control transaction is under consideration.

Other Benefits. We anticipate that MPC officers will be offered limited perquisites, similar to the Marathon Oil perquisites described above.

Tax Considerations

We anticipate that our Compensation Committee will consider the tax consequences of our compensation programs for MPC officers. While providing competitive compensation and benefits for MPC officers will remain our primary goal, our compensation programs will be structured in a tax-efficient manner whenever reasonable.

Compensation Committee of Our Board of Directors

The Compensation Committee of our Board of Directors will be charged with overseeing and approving all compensation for our officers. Our Compensation Committee will be comprised only of independent, non-employee directors.

We expect that our Compensation Committee will meet at least four times a year and will have the opportunity to meet in executive session at each of its meetings. With the help of its compensation consultant and our staff, we expect that our Compensation Committee will keep abreast of and discuss legal and regulatory developments pertaining to executive compensation throughout each year.

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We anticipate that our Compensation Committee will seek significant input from our CEO on compensation decisions and performance appraisals for all other officers. However, all final compensation decisions for our officers will be approved by our Compensation Committee.

Executive Compensation Tables and Other Information

The following table summarizes the total compensation awarded to, earned by, or paid to Mr. Heminger, President and Chief Executive Officer, Mr. Peiffer, who has served as our principal financial officer, and the other three most highly compensated executive officers of MPC who were serving as officers at Marathon Oil at the end of 2010 (collectively, “named executive officers”) for services rendered as named executive officers during 2010, 2009 and 2008. No information is provided for Mr. Bedell for 2008 and 2009, because he did not become one of our executive officers until 2010.

2010 Summary Compensation Table

Name and Principal Position	Year		Salary (1) ($)		Bonus (2) ($)		Stock Awards (3) ($)		Option Awards (4) ($)		Non-Equity Incentive Plan Compensation (5) ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings (6) ($)		All Other Compensation (7) ($)		Total ($)
G. R. Heminger		2010	$	918,750	$	1,200,000	$	554,230	$	1,113,088	$	0	$	2,159,968	$	144,492	$	6,090,528
President & Chief Executive Officer		2009	$	900,000	$	950,000	$	619,320	$	797,088	$	0	$	3,609,445	$	156,399	$	7,032,252
		2008	$	856,250	$	1,100,000	$	549,036	$	754,580	$	841,633	$	1,056,329	$	135,278	$	5,293,106
G. L. Peiffer		2010	$	400,000	$	500,000	$	96,261	$	193,061	$	0	$	807,705	$	77,922	$	2,074,949
Executive Vice President, Corporate Planning and Investor & Government Relations		2009 2008	$ $	400,000 396,250	$ $	365,000 410,000	$ $	100,044 97,848	$ $	128,309 137,906	$ $	0 189,409	$ $	1,366,061 336,586	$ $	71,657 68,035	$ $	2,431,071 1,636,034
R. D. Bedell		2010	$	352,455	$	350,000	$	211,949	$	192,859	$	0	$	582,899	$	53,919	$	1,744,081
Senior Vice President, Refining
A. R. Kenney		2010	$	393,750	$	500,000	$	107,929	$	214,417	$	0	$	704,599	$	79,891	$	2,000,586
President, Speedway LLC		2009	$	375,000	$	450,000	$	100,044	$	128,309	$	0	$	1,028,812	$	39,281	$	2,121,446
		2008	$	371,262	$	400,000	$	97,848	$	130,100	$	178,826	$	458,432	$	36,350	$	1,672,818
J. M. Wilder		2010	$	360,000	$	295,000	$	90,427	$	181,955	$	0	$	536,595	$	58,408	$	1,522,385
Vice President, General Counsel & Secretary		2009	$	353,333	$	295,000	$	133,372	$	106,520	$	0	$	889,782	$	65,054	$	1,843,061
		2008	$	345,000	$	315,000	$	70,668	$	94,972	$	136,745	$	140,961	$	54,420	$	1,157,766

(1) For most named executive officers, the salaries shown in this column reflect three months at one annual salary rate and nine months at the new annual salary rate, which was effective April 1, 2010. Because Mr. Bedell received two salary increases effective April 1, 2010 and June 1, 2010 (upon his promotion to his current officer position), the salary shown in this column reflects three months at one annual salary rate, two months at another annual salary rate, and seven months at a third annual salary rate. Neither Mr. Peiffer nor Mr. Wilder received a base salary increase in 2010.

(2) The amounts shown in this column reflect the value of annual cash bonus awards.

(3) This column reflects the aggregate grant date fair value in accordance with generally accepted accounting principles in the United States regarding stock compensation. Assumptions used in the calculation of this amount are included in footnote 21 to Marathon Oil’s financial statements for the year ended December 31, 2010, footnote 23 to Marathon Oil’s financial statements for the year ended December 31, 2009, and in footnote 24 to Marathon Oil’s financial statements for the year ended December 31, 2008.

(4) This column reflects the aggregate grant date fair value in accordance with generally accepted accounting principles in the United States regarding stock compensation. Assumptions used in the calculation of this amount are included in footnote 21 to Marathon Oil’s financial statements for the year ended December 31, 2010, footnote 23 to Marathon Oil’s financial statement for the year ended December 31, 2009, and in footnote 24 to Marathon Oil’s financial statements for the year ended December 31, 2008.

(5) The amounts shown in this column reflect the vested value of performance units earned by our named executive officers during the three-year performance periods that ended on December 31, 2010, December 31, 2009 and December 31, 2008, respectively. While there was a payout for the cycle that ended in 2008, there was no payout for the cycles that ended in 2009 and 2010. Mr. Bedell did not receive a performance unit grant for any of these periods.

(6) This column reflects the annual change in accumulated benefits under Marathon Oil’s retirement plans. See “—Nonqualified Deferred Compensation” for more information about Marathon Oil’s defined benefit plans and the assumptions used in the calculation of these amounts. There are no deferred compensation earnings reported in this column because Marathon Oil’s nonqualified deferred compensation plans do not provide above-market or preferential earnings.

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(7) Marathon Oil offers very limited perquisites to named executive officers, which together with company contributions to defined contribution plans, comprise the All Other Compensation column. All Other Compensation for 2010 is summarized below:

Name	Personal Use of Company Aircraft(a) ($)		Company Physicals(b) ($)		Tax & Financial Planning(c) ($)		Miscellaneous Perks & Tax Allowance Gross Ups(d) ($)		Company Contributions to Defined Contribution Plans(e) ($)		Total All Other Compensation ($)
G. R. Heminger	$	579	$	4,058	$	8,500	$	563	$	130,792	$	144,492
G. L. Peiffer	$	0	$	4,058	$	19,751	$	563	$	53,550	$	77,922
R. D. Bedell	$	2,917	$	4,058	$	8,000	$	1,060	$	37,884	$	53,919
A. R. Kenney	$	0	$	4,058	$	8,660	$	0	$	67,173	$	79,891
J. M. Wilder	$	0	$	4,058	$	8,500	$	0	$	45,850	$	58,408

(a) The amounts shown in this column reflect the aggregate incremental cost of personal use of Marathon Oil aircraft by our named executive officers for the period from January 1, 2010 through December 31, 2010.

Officers are occasionally permitted to invite their spouses or other guests to accompany them on business trips when space is available. These amounts reflect our variable cost to transport a named executive officer’s spouse or other guest accompanying the officer or to transport a named executive officer who accompanies other business travelers for a non-business purpose.

We have estimated our aggregate incremental cost using a methodology that reflects the average costs of operating the aircraft, such as fuel costs, trip-related maintenance, crew travel expenses, trip-related fees and storage costs, communications charges, and other miscellaneous variable costs. Fixed costs that do not change with usage such as pilot compensation, the purchase and lease of the aircraft, and maintenance not related to travel are excluded from the calculation of our incremental cost. We believe that this method provides a reasonable estimate of our incremental cost and ensures that some “cost” is allocated to each passenger on each trip. However, use of this method may overstate our actual incremental cost where our aircraft would have flown on a trip for business purposes anyway and space would have been available at little or no incremental cost to transport a named executive officer or his or her guest who was not traveling for business purposes.

(b) All employees, including our named executive officers, are eligible to receive an annual physical. However, officers may receive an enhanced physical under the executive physical program. This column reflects the average incremental cost of the executive physical program over the employee physical program. Due to Health Insurance Portability and Accountability Act ("HIPAA") confidentiality requirements, we cannot disclose actual usage of this program by individual officers.

(c) This column reflects reimbursement for professional advice related to tax, estate, and financial planning up to a specified maximum, not to exceed $15,000 for a calendar year. The amount shown for Mr. Peiffer reflects a reimbursement of $15,000 that was applied to the 2010 calendar year and a reimbursement of $4,751 that was applied to the 2009 calendar year.

(d) The amounts shown in this column for Mr. Heminger and Mr. Peiffer include the value of gifts received at two company events in the total amount of $489 and associated tax allowances attributed to these gifts in the amount of $74. The amount shown for Mr. Bedell is for gifts received at two company events in the total amount of $312, as well as a tax allowance related to use of a company vehicle in the amount of $748.

(e) This column reflects amounts contributed by Marathon Oil under the tax-qualified Marathon Oil Company Thrift Plan and related nonqualified deferred compensation plans. See “–Nonqualified Deferred Compensation” for more information about the non-qualified plans.

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Grants of Plan-Based Awards in 2010

The following table provides information about all non-equity incentive plan awards (specifically, grants of performance units to be paid out in cash in 2013) and equity awards (specifically, stock options and restricted stock) granted to each named executive officer during 2010. The awards listed in the table were granted under the 2007 Incentive Compensation Plan (the “2007 Plan”) and are described in more detail in “Compensation Discussion and Analysis.”

Name	Type of Award	Grant Date		Estimated Future Payouts Under Non-Equity Incentive Plan Awards								All Other Stock Awards: Number of Shares of Stock or Units (#)		All Other Option Awards: Number of Securities Underlying Options (#)		Exercise or Base Price of Option Awards ($)		Grant Date Fair Value of Stock and Option Awards (2) ($)
				Unit Price (1)		Threshold ($)		Target ($)		Maximum ($)
G. R. Heminger	Performance Units		2/24/2010	$	1	$	671,250	$	1,342,500	$	2,685,000
	Stock Options		2/24/2010												130,300	$	29.17	$	1,113,088
	Restricted Stock		2/24/2010										19,000					$	554,230
G. L. Peiffer	Performance Units		2/24/2010	$	1	$	116,150	$	232,300	$	464,600
	Stock Options		2/24/2010												22,600	$	29.17	$	193,061
	Restricted Stock		2/24/2010										3,300					$	96,261
R. D. Bedell	Stock Options		5/26/2010												22,000	$	30.37	$	192,859
	Restricted Stock		4/1/2010										3,488					$	111,930
	Restricted Stock		6/1/2010										3,313					$	100,019
A. R. Kenney	Performance Units		2/24/2010	$	1	$	129,100	$	258,200	$	516,400
	Stock Options		2/24/2010												25,100	$	29.17	$	214,417
	Restricted Stock		2/24/2010										3,700					$	107,929
J. M. Wilder	Performance Units		2/24/2010	$	1	$	109,700	$	219,400	$	438,800
	Stock Options		2/24/2010												21,300	$	29.17	$	181,955
	Restricted Stock		2/24/2010										3,100					$	90,427

(1) This column reflects the target dollar value of each performance unit.

(2) The amounts shown in this column reflect the total grant date fair value of stock options and restricted stock granted in 2010 in accordance with generally accepted accounting principles in the United States regarding stock compensation. The Black-Scholes value used for the stock options granted on February 24, 2010 was $8.5425 and the value used for the stock options granted on June 1, 2010 was $8.7663. The fair market value used for restricted stock awards granted on February 24, 2010 was $29.17, on April 1, 2010 was $32.09 and on June 1, 2010 was $30.19. Assumptions used in the calculation of these amounts are included in footnote 21 to Marathon Oil’s financial statement for the year ended December 31, 2010.

Performance Units (Non-Equity Incentive Plan Awards)

On February 24, 2010, the Marathon Oil Compensation Committee granted performance units to our named executive officers other than Mr. Bedell under the 2007 Plan. Vesting of these units is tied to Marathon Oil’s Total Shareholder Return (“TSR”) as compared to the TSR of each of the member companies within the XOI for the 2010 through 2012 performance period. Each performance unit has a target value of $1 and is payable in cash, with payout varying from $0 to $2 per unit based on actual performance. No dividends are paid and no interest accrues on outstanding performance units. If an officer retires after completing half of the performance period, at the Marathon Oil Compensation Committee’s discretion the officer will be eligible to receive a payout on a prorated basis. In the event of the death of an officer or a change-in-control of Marathon Oil before the end of the performance period, all performance units would immediately vest at target levels. If an officer terminates employment under any other circumstance, the award would be forfeited.

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Stock Options (Option Awards)

As noted in the table, stock options were granted to most of our named executive officers on February 24, 2010. These options are scheduled to vest in one-third increments on the first, second, and third anniversaries of the date of grant. In the event of the death or retirement of the officer, the options would immediately vest in full. Upon voluntary or involuntary termination, unvested options would be forfeited. Following the retirement (whether mandatory or not) or death of an officer, the options would remain exercisable until the earlier of February 24, 2020 or five years from the date of retirement or death. In the event of a change-in-control, the options would immediately vest in full and remain exercisable for the original term of the option.

Stock options were granted to Mr. Bedell on May 26, 2010. These options will vest on the first, second and third anniversaries of the date of grant. In the event of death, the options would immediately vest in full. In the event of retirement, unvested options would be forfeited. Upon voluntary or involuntary termination, unvested options would be forfeited. Following retirement (whether mandatory or not) or death, the options would remain exercisable until the earlier of May 26, 2020 or three years from the date of retirement or death. In the event of a change-in-control, the options would immediately vest in full and remain exercisable for the original term of the option.

Restricted Stock (Stock Awards)

As noted in the table, the Marathon Oil Compensation Committee granted restricted stock to most of our named executive officers on February 24, 2010. The restricted stock awards are scheduled to vest in full on the third anniversary of the grant date. Dividends are paid on all restricted stock at the same time and in the same manner that dividends are paid to other stockholders. If an officer retires under our mandatory retirement policy, unvested restricted stock would vest in full upon the mandatory retirement date (the first day of the month following the officer’s 65th birthday). In the event of the death of the officer or a change-in-control, the restricted stock award would immediately vest in full. If the officer retires or otherwise leaves Marathon Oil prior to the vesting date, the award would be forfeited.

Mr. Bedell was granted restricted stock on April 1, 2010 and June 1, 2010. The shares granted on June 1 have the same terms and conditions described above. The shares granted on April 1 will vest in one-third increments on the first, second, and third anniversaries of the grant date. In the event of death or a change-in-control, this restricted stock award would immediately vest in full. If Mr. Bedell retires (whether mandatory or not) or otherwise leaves Marathon Oil prior to the vesting date, this award would be forfeited.

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Outstanding Equity Awards at 2010 Fiscal Year-End

The following table provides information about the unexercised options (vested and unvested), vested SARs, and unvested restricted stock held by each named executive officer as of December 31, 2010.

			Stock Option Awards									Stock Awards
Name	Grant Date		Number of Securities Underlying Unexercised Options/ SARs Exercisable (#)		Number of Securities Underlying Unexercised Options/ SARs Unexercisable (#)			Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested(7) (#)		Market Value of Shares or Units of Stock That Have Not Vested(8) ($)
G. R. Heminger		5/29/01		40,000		0		$	16.260		5/29/2011
		5/26/04		78,200		0		$	16.805		5/26/2014
		5/25/05		77,000		0		$	23.825		5/25/2015
		6/1/06		75,600		0		$	37.818		6/1/2016
		5/30/07		74,600		0		$	61.050		5/30/2017
		2/27/08		38,666		19,334	(1)	$	54.360		2/27/2018
		2/25/09		43,900		87,800	(2)	$	23.820		2/25/2019
		2/24/10		0		130,300	(3)	$	29.170		2/24/2020
				427,966		237,434
													55,100	$	2,040,353
G. L. Peiffer		5/29/01		30,000		0		$	16.260		5/29/2011
		5/26/04		93,600		0		$	16.805		5/26/2014
		5/25/05		40,800		0		$	23.825		5/25/2015
		6/1/06		17,000		0		$	37.818		6/1/2016
		5/30/07		13,400		0		$	61.050		5/30/2017
		2/27/08		7,066		3,534	(1)	$	54.360		2/27/2018
		2/25/09		7,066		14,134	(2)	$	23.820		2/25/2019
		2/24/10		0		22,600	(3)	$	29.170		2/24/2020
				208,932		40,268
													9,300	$	344,379
R. D. Bedell		5/28/02		8,000		0		$	14.060		5/28/2012
		5/28/03		7,600		0		$	12.758		5/28/2013
		5/26/04		14,000		0		$	16.805		5/26/2014
		6/10/05		26,000		0		$	25.835		6/10/15
		6/1/06		26,000		0		$	37.818		6/1/16
		5/30/07		18,000		0		$	61.050		5/30/2017
		5/28/08		8,000		4,000	(4)	$	51.170		5/28/18
		5/27/09		7,333		14,667	(5)	$	29.240		5/27/19
		5/26/10		0		22,000	(6)	$	30.370		5/26/20
				114,933		40,667
													7,250	$	268,468
A. R. Kenney		5/28/02		40,000		0		$	14.060		5/28/2012
		5/26/04		45,200		0		$	16.805		5/26/2014
		5/25/05		27,200		0		$	23.825		5/25/2015
		6/1/06		16,000		0		$	37.818		6/1/2016
		5/30/07		12,600		0		$	61.050		5/30/2017
		2/27/08		6,666		3,334	(1)	$	54.360		2/27/2018
		2/25/09		7,066		14,134	(2)	$	23.820		2/25/2019
		2/24/10		0		25,100	(3)	$	29.170		2/24/2020
				154,732		42,568
													9,700	$	359,191
J. M. Wilder		5/26/04		67,400		0		$	16.805		5/26/2014
		5/25/05		29,400		0		$	23.825		5/25/2015
		6/1/06		12,200		0		$	37.818		6/1/2016
		5/30/07		9,000		0		$	61.050		5/30/2017
		2/27/08		4,866		2,434	(1)	$	54.360		2/27/2018
		2/25/09		5,866		11,734	(2)	$	23.820		2/25/2019
		2/24/10		0		21,300	(3)	$	29.170		2/24/2020
				128,732		35,468
													8,976	$	332,381

(1) This stock option grant is scheduled to become exercisable in one-third increments over a three-year period. The remaining unvested portion of the grant will become exercisable on February 27, 2011.

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(2) This stock option grant is scheduled to become exercisable in one-third increments over a three-year period. The remaining unvested portion of the grant will become exercisable in one-half increments on February 25, 2011 and February 25, 2012.

(3) This stock option grant is scheduled to become exercisable in one-third increments over a three-year period. The unvested portion of the grant will become exercisable in one-third increments on February 24, 2011, February 24, 2012, and February 24, 2013.

(4) This stock option grant is scheduled to become exercisable in one-third increments over a three-year period. The remaining unvested portion of the grant will become exercisable on May 28, 2011.

(5) This stock option grant is scheduled to become exercisable in one-third increments over a three-year period. The remaining unvested portion of the grant will become exercisable in one-half increments on May 27, 2011 and May 27, 2012.

(6) This stock option grant is scheduled to become exercisable in one-third increments over a three-year period. The unvested portion of the grant will become exercisable in one-third increments on May 26, 2011, May 26, 2012, and May 26, 2013.

(7) This column reflects the number of shares of unvested restricted stock held by each officer on December 31, 2010. Restricted stock grants are generally scheduled to vest on the third anniversary of the date of grant. The exceptions are the grants made to Mr. Bedell on May 1, 2008 and April 1, 2010 and the grant made to Mr. Wilder on October 1, 2009, which are scheduled to vest in one-third increments over a three-year period.

Name	Grant Date		# of Unvested Shares		Vesting Date
G. R. Heminger		2/27/08		10,100	2/27/11
		2/25/09		26,000	2/25/12
		2/24/10		19,000	2/24/13
				55,100
G. L. Peiffer		2/27/08		1,800	2/27/11
		2/25/09		4,200	2/25/12
		2/24/10		3,300	2/24/13
				9,300
R. D. Bedell		5/1/08		449	5/1/11
		4/1/10		3,488	4/1/11, 4/1/12, 4/1/13
		6/1/10		3,313	6/1/13
				7,250
A. R. Kenney		2/27/08		1,800	2/27/11
		2/25/09		4,200	2/25/12
		2/24/10		3,700	2/24/13
				9,700
J. M. Wilder		2/27/08		1,300	2/27/11
		2/25/09		3,500	2/25/12
		10/1/09		1,076	10/1/11, 10/1/12
		2/24/10		3,100	2/24/13
				8,976

(8) This column reflects the aggregate value of all shares of unvested restricted stock held by the officers on December 31, 2010, using the year-end closing stock price of $37.03.

Option Exercises and Stock Vested in 2010

The following table provides certain information concerning stock options exercised during 2010 by each named executive officer, as well as restricted stock vesting during 2010.

	Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise (1) ($)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting (2) ($)
G. R. Heminger		0	$	0		12,000	$	369,600
G. L. Peiffer		0	$	0		2,200	$	67,760
R. D. Bedell		0	$	0		448	$	14,502
A. R. Kenney		0	$	0		2,000	$	61,600
J. M. Wilder		0	$	0		1,938	$	61,208

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(1) This column reflects the actual pre-tax gain realized by our named executive officers upon exercise of an option, which is the fair market value of the shares on the date of exercise less the grant price.

(2) This column reflects the actual pre-tax gain realized by the named executive officers upon vesting of restricted stock, which is the fair market value of the shares on the date of vesting.

Pension Benefits

Marathon Oil provides tax-qualified retirement benefits to its employees, including our named executive officers, under the Retirement Plan of Marathon Oil Company and the Marathon Petroleum Retirement Plan (the “Marathon Retirement Plans”). While employees of our Speedway LLC subsidiary generally do not participate in the Marathon Retirement Plans, some receive tax-qualified retirement benefits under the Speedway Retirement Plan. In addition, Marathon Oil sponsors the Marathon Oil Company Excess Benefit Plan, the Marathon Petroleum Excess Benefit Plan, and our Speedway LLC subsidiary sponsors the Speedway Excess Benefit Plan (the “Excess Plans”) for the benefit of a select group of management and highly compensated employees.

The pension table below shows the actuarial present value of accumulated benefits payable to each of our named executive officers under the Marathon Retirement Plans, the Speedway Retirement Plan and the defined benefit portion of the Excess Plans as of December 31, 2010. These values have been determined using actuarial assumptions consistent with those used in our financial statements.

2010 Pension Benefits

Name	Plan Name	Number of Years of Credited Service(1) (#)		Present Value of Accumulated Benefit(2) ($)		Payments During Last Fiscal Year ($)
G. R. Heminger	Marathon Petroleum Retirement Plan		30.08	$	1,269,144	$	0
	Marathon Petroleum Excess Benefit Plan		30.08	$	10,083,929	$	0
	Speedway Retirement Plan		6.48	$	215,413	$	0
	Speedway Excess Benefit Plan		6.48	$	2,010,763	$	0
G. L. Peiffer	Marathon Petroleum Retirement Plan		32.42	$	1,489,821	$	0
	Marathon Petroleum Excess Benefit Plan		32.42	$	4,367,578	$	0
	Speedway Retirement Plan		3.71	$	133,461	$	0
	Speedway Excess Benefit Plan		3.71	$	473,839	$	0
R. D. Bedell	Marathon Petroleum Retirement Plan		31.75	$	1,261,358	$	0
	Marathon Petroleum Excess Benefit Plan		31.75	$	1,808,377	$	0
A. R. Kenney	Retirement Plan of Marathon Oil Company		14.25	$	503,937	$	0
	Marathon Oil Company Excess Benefit Plan		14.25	$	101,263	$	0
	Marathon Petroleum Retirement Plan		4.58	$	322,793	$	0
	Marathon Petroleum Excess Benefit Plan		4.58	$	2,077,070	$	0
	Speedway Retirement Plan		15.99	$	437,157	$	0
	Speedway Excess Benefit Plan		15.99	$	1,563,929	$	0
J. M. Wilder	Marathon Petroleum Retirement Plan		31.42	$	893,671	$	0
	Marathon Petroleum Excess Benefit Plan		31.42	$	2,910,736	$	0

(1) The number of years of credited service shown in the table represents the number of years the named executive officer has participated in the plan. However, Plan Participation Service, used for the purpose of calculating each participant’s benefit under the legacy final-average-pay formula of the Marathon Retirement Plans, was frozen as of December 31, 2009.

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(2) The present value of accumulated benefit was calculated assuming a discount rate of 5.05 percent, a lump-sum interest rate of 2.55 percent, the RP2000 mortality table, a 96 percent lump-sum election rate, and retirement at age 62 (age 65 for the Speedway LLC Retirement Plan benefits).

Marathon Retirement Plans

In general, our employees, other than employees of Speedway LLC, who are age 21 or older and have completed one year of service are eligible to participate in the Marathon Retirement Plans. The monthly benefit under the Marathon Retirement Plans for employees, other than employees of Speedway LLC, was equal to the following formula until December 31, 2009:

[1.6% x final average pay x years of participation] – [1.33% x estimated primary social security benefit x years of participation]

This formula will be referred to as the “Marathon legacy benefit formula.” Effective January 1, 2010, the Marathon Retirement Plans were amended so that participants do not accrue additional years of participation under the Marathon legacy benefit formula. No more than 37.5 years of participation may be recognized under the Marathon legacy benefit formula. Final average pay is equal to the highest average eligible earnings for three consecutive years in the last ten years before retirement. Eligible earnings under the Marathon Retirement Plans include pay for hours worked, pay for allowed hours, military leave allowance, commissions, 401(k) contributions to the Marathon Oil Company Thrift Plan, and incentive compensation bonuses. Final average pay, vesting service and age will continue to be updated under the Marathon legacy benefit formula.

Benefit accruals for years beginning in 2010 are determined under a cash-balance formula. Under the cash-balance formula, each year plan participants receive pay credits equal to a percentage of compensation based on their plan points. Plan points equal the sum of a participant’s age and cash-balance service. Participants with less than 50 points receive a 7 percent pay credit percentage; participants with 50 to 69 points receive a 9 percent pay credit percentage; and participants with 70 or more points receive an 11 percent pay credit percentage.

Effective January 1, 2010, participants in the Marathon Retirement Plans become fully vested upon the completion of three years of vesting service. Normal retirement age for both the cash-balance and Marathon legacy benefit formulas is age 65. However, retirement-eligible participants are able to retire and receive an unreduced benefit under the Marathon legacy benefit formula after reaching age 62. The forms of benefit available under the Marathon Retirement Plans include various annuity options and lump-sum distributions.

Participants are eligible for early retirement upon reaching age 50 and completing ten years of vesting service. If an employee retires between the ages of 50 and 62, the amount of benefit under the Marathon legacy benefit formula is reduced such that if the employee retires at age 50, he or she will be entitled to 55 percent of the accrued benefits based on the single-life annuity form of benefit. There are no early retirement subsidies under the cash-balance formula. All of our named executive officers are currently eligible for early retirement benefits under the Marathon Retirement Plans.

Marathon Excess Plans

Marathon Oil also sponsors the unfunded, nonqualified Marathon Oil Company Excess Benefit Plan, and we sponsor the Marathon Petroleum Excess Benefit Plan for the benefit of a select group of management and highly compensated employees, which together are the “Marathon Excess Plans.” These plans generally provide benefits that participants, including our named executive officers, would have otherwise received under the tax-qualified Marathon Retirement Plans but which they did not receive because of Internal Revenue Code limitations. Eligible earnings under the Marathon Excess Plans include the items listed above for the Marathon Retirement Plans, as well as deferred compensation contributions. The Marathon Excess Plans also provide an enhancement for officers based on the three highest bonuses earned during their last ten years of employment, instead of the consecutive bonus formula in place for non-officers. Marathon Oil believes this enhancement is

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appropriate in light of the greater volatility of officer bonuses. Distributions under the Marathon Excess Plans are made following retirement or other separation from service in the form of a lump sum and are consistent with Section 409A of the Internal Revenue Code to the extent required.

As described under “—New Senior Vice President and Chief Financial Officer,” Mr. Templin will receive additional pay credits under the Marathon Petroleum Excess Benefit Plan.

Speedway Retirement Plan

Our Speedway LLC subsidiary sponsors the Speedway Retirement Plan.

During their prior service with Speedway LLC, Mr. Heminger and Mr. Peiffer participated in the Speedway Retirement Plan. At the time of their participation, the monthly benefit under the Speedway Retirement Plan was calculated under the following formula:

[2.0% x final average pay x years of participation] – [2.0% x estimated primary social security benefit x years of participation]

This formula will be referred to as the “Speedway legacy benefit formula.” This benefit formula was grandfathered for all employees participating in this plan as of December 31, 1998, and no additional years of participation credit are recognized under the Speedway legacy benefit formula beyond that date. No more than 25 years of participation may be recognized under the formula.

Final average pay is equal to average eligible earnings for the three years preceding retirement. Eligible earnings under the Speedway Retirement Plan include pay for hours worked, pay for allowed hours, military leave allowance, commissions, 401(k) contributions to the Speedway Retirement Savings Plan, and incentive compensation bonuses.

Effective January 1, 1999, the Speedway Retirement Plan was amended so that benefits accrued on or after that date would be determined under a pension equity formula.

As an employee of Speedway LLC, Mr. Kenney has accrued a benefit under both the Speedway legacy benefit formula and the pension equity formula. Under the pension equity benefit formula, each year a participant would be credited with a percentage of his final average pay. The percentages were based on the sum of a participant’s age plus participation service, as follows:

Age + Participation	Percentage of Final Average Pay
0 – 29	2.5%
30 – 39	4.00%
40 – 49	5.25%
50 – 59	7.75%
60 – 69	10.50%
70 – 79	13.00%
80 +	15.50%

The pension equity formula generally provides that a participant’s pension equity accrued balance will equal the sum of the percentages the participant has accrued for each year of participation multiplied by his final average pay. This pension equity accrued balance is then converted into an actuarially equivalent annuity payable at normal retirement age, which was the participant’s accrued benefit under the pension equity formula. Effective January 1, 2010, the Speedway Retirement Plan was amended to provide that no additional pension equity percentage accruals would be made under the Speedway Retirement Plan.

For participants who separate from service after 2007, benefits under the Speedway Retirement Plan are fully vested upon the completion of three years of vesting service. Normal retirement age for both the pension

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equity and Speedway legacy benefit formulas is age 65. The forms of benefit available under the Speedway Retirement Plan include various annuity options and lump-sum distributions.

Participants are eligible for early retirement upon reaching age 50 and completing ten years of vesting service. If an employee retires between the ages of 50 and 65, the amount of benefit under the Speedway legacy benefit formula is reduced such that if the employee retires at age 50, he or she will be entitled to 55 percent of the accrued benefits based on the single-life annuity form of benefit. There are no early retirement subsidies under the pension equity formula. Mr. Heminger, Mr. Peiffer and Mr. Kenney are all currently eligible for early retirement benefits under the Speedway Retirement Plan.

Speedway Excess Plan

Our Speedway LLC subsidiary also sponsors the unfunded, nonqualified Speedway LLC Excess Benefit Plan (the “Speedway Excess Plan”) for the benefit of a select group of management and highly compensated employees. This plan provides participants, including Mr. Heminger, Mr. Peiffer and Mr. Kenney, with benefits that would have otherwise been received from the tax-qualified Speedway Retirement Plan but are prohibited by Internal Revenue Code limitations. Eligible earnings under the Speedway Excess Plan include the items listed above for the Speedway Retirement Plan, as well as deferred compensation contributions. The Speedway Excess Plan also provides an enhancement for officers based on the three highest bonuses earned during their last ten years of employment. Additionally, this plan provides an enhancement for certain highly compensated employees who are eligible for the Speedway legacy benefit formula described above. These additional benefits are based on the difference between (i) the applicable covered earnings prior to December 31, 1998 and (ii) the applicable covered earnings during the final three years of employment. Distributions under the Speedway Excess Plan are made in the form of a lump sum and are consistent with Section 409A of the Internal Revenue Code to the extent required.

Neither we nor Marathon Oil have granted extra years of service to any named executive officer for purposes of retirement benefit accruals.

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Nonqualified Deferred Compensation

The Nonqualified Deferred Compensation table below shows information about the nonqualified savings and deferred compensation plans sponsored by Marathon Oil and by us and our subsidiary, Speedway LLC.

2010 Nonqualified Deferred Compensation
Name	Plan Name	Executive Contributions in Last Fiscal Year(1) ($)		Registrant Contributions in Last Fiscal Year(2) ($)		Aggregate Earnings in Last Fiscal Year ($)		Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at Last Fiscal Year End (3) ($)
G. R. Heminger	Marathon Oil Company Deferred Compensation Plan	$	0	$	0	$	11,982	$	0	$	179,572
	Marathon Petroleum Excess Benefit Plan	$	0	$	0	$	1,250	$	0	$	55,300
	Marathon Petroleum Deferred Compensation Plan	$	0	$	113,642	$	194,726	$	0	$	1,553,108
	EMRO Marketing Company Deferred Compensation Plan	$	0	$	0	$	6,964	$	0	$	218,062
G. L. Peiffer	Marathon Oil Company Deferred Compensation Plan	$	0	$	0	$	1,947	$	0	$	86,148
	Marathon Petroleum Excess Benefit Plan	$	0	$	0	$	1,577	$	0	$	69,785
	Marathon Petroleum Deferred Compensation Plan	$	0	$	49,242	$	76,193	$	0	$	1,130,400
	EMRO Marketing Company Deferred Compensation Plan	$	0	$	0	$	9,012	$	0	$	282,190
R. D. Bedell	Marathon Oil Company Excess Benefit Plan	$	0	$	0	$	451	$	0	$	19,963
	Marathon Petroleum Excess Benefit Plan	$	0	$	20,734	$	3,163	$	0	$	153,506
A. R. Kenney	Marathon Petroleum Deferred Compensation Plan	$	0	$	0	$	63,676	$	0	$	406,066
	Speedway Deferred Compensation Plan	$	134,923	$	67,173	$	151,138	$	0	$	1,051,699
	EMRO Marketing Company Deferred Compensation Plan	$	0	$	0	$	10,648	$	0	$	333,415
J. M. Wilder	Marathon Oil Company Deferred Compensation Plan	$	0	$	31,150	$	1,627	$	0	$	86,957
	Marathon Petroleum Excess Benefit Plan	$	0	$	0	$	1,823	$	0	$	80,635
	Marathon Petroleum Deferred Compensation Plan	$	0	$	0	$	15,384	$	0	$	93,485

(1) The amounts shown in this column are also included in the salary and bonus columns for 2010 of the Summary Compensation Table.

(2) The amounts shown are also included in the all other compensation column of the Summary Compensation Table.

(3) Of the totals in this column, the following amounts, which represent contributions attributable to 2010, are also reported in the Summary Compensation Table: Mr. Heminger, $113,642; Mr. Peiffer, $49,242; Mr. Bedell, $20,734; Mr. Kenney, $67,173; and Mr. Wilder, $31,150. Certain portions of the total for Mr. Heminger were also reported in the Summary Compensation Tables of Marathon Oil’s proxy statements in prior years.

Marathon Deferred Compensation Plans

Marathon Oil sponsors the Marathon Oil Company Deferred Compensation Plan and we sponsor the Marathon Petroleum Deferred Compensation Plan (together, the “Marathon Deferred Compensation Plans”). The Marathon Deferred Compensation Plans are unfunded, nonqualified plans in which our named executive officers, except for Mr. Kenney who is currently an employee of our Speedway LLC subsidiary, may participate. The plans were designed to provide participants the opportunity to supplement their retirement savings by deferring income in a tax-effective manner. Participants may defer up to 20 percent of their salary and bonus amounts each year. Deferral elections are made in December of each year for amounts to be earned in the following year and are irrevocable. Participants are fully vested in their deferrals under the plans.

In addition, the Marathon Deferred Compensation Plans provide benefits for participants equal to the company matching contributions they would have otherwise received under the tax-qualified Marathon Oil

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Company Thrift Plan but which they did not receive because of Internal Revenue Code limitations. The Marathon Oil Company Thrift Plan currently provides for company matching contributions of up to 7 percent of eligible earnings. Participants in both the Marathon Oil Company Thrift Plan and the Deferred Compensation Plans are vested in their company matching contributions upon the completion of three years of vesting service.

The investment options available under the Marathon Deferred Compensation Plans generally mirror the investment options offered to participants under the Marathon Oil Company Thrift Plan, with the exception of Marathon Oil common stock, which is not an investment option for named executive officers under the Deferred Compensation Plans. During 2010, the Deferred Compensation Plans provided that all participants would receive their benefits as a lump sum following separation from service.

Marathon Excess Plans

Certain highly compensated non-officer employees and, prior to January 1, 2006, executive officers who elected not to participate in the Marathon Deferred Compensation Plans were eligible to receive defined contribution accruals under the Marathon Excess Plans. The defined contribution formula in the Marathon Excess Plans is designed to allow eligible employees to receive company matching contributions equal to the amount they would have otherwise received under the tax-qualified Marathon Oil Company Thrift Plan but which they did not receive because of Internal Revenue Code limitations. Participants are vested in their company matching contributions upon the completion of three years of vesting service.

Defined contribution accruals in the Excess Plans are credited with interest equal to that paid in the “Marathon Stable Value Fund” option of the Marathon Oil Company Thrift Plan. The annual rate of return on this option for the year ended December 31, 2010 was 2.31 percent. During 2010, the Excess Plans provided that all distributions from the Excess Plans would be paid in the form of a lump sum following the participant’s separation from service.

As noted, our named executive officers no longer participate in the defined contribution formula of the Marathon Excess Plans, and all nonqualified company matching contributions for our named executive officers accrue under the Deferred Compensation Plans.

Speedway Deferred Compensation Plan

Mr. Kenney is eligible to participate in the Speedway Deferred Compensation Plan.

The Speedway Deferred Compensation Plan is an unfunded, nonqualified plan in which a select group of management and highly compensated employees of our Speedway LLC subsidiary, including Mr. Kenney, may participate. The plan was designed to provide participants the opportunity to save for retirement by deferring income in a tax-effective manner. Participants may defer up to 25 percent of their salary and bonus each year. Deferral elections are made in December of each year for amounts to be earned in the following year and are irrevocable. Participants are fully vested in their deferrals under the plan.

In addition, the Speedway Deferred Compensation Plan provides benefits for participants, which are intended to be approximately equal to the company matching contributions they would have otherwise received under the tax-qualified Speedway Retirement Savings Plan but which they did not receive because highly compensated employees are not permitted to defer compensation under that plan. Speedway therefore matches each participant’s deferrals under the Speedway Deferred Compensation Plan at the rate of $0.67 per dollar contributed on the first 6 percent of compensation deferred, up to a maximum of 4 percent of a participant’s eligible compensation. Participants are fully vested in these matching amounts under the plan.

The investment options available under the Speedway Deferred Compensation Plan generally mirror the investment options offered to participants under the Speedway Retirement Savings Plan. All participants in the Speedway Deferred Compensation Plan will receive their benefits as a lump sum following separation from service.

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EMRO Marketing Company Deferred Compensation Plan

Mr. Heminger, Mr. Peiffer and Mr. Kenney also participated in the EMRO Marketing Company Deferred Compensation Plan (the “EMRO Plan”) while working at EMRO Marketing Company (a former subsidiary of Marathon Petroleum Company). The EMRO Plan is now frozen. The employees eligible to participate in the EMRO Plan were a select group of management and highly compensated employees.

The EMRO Plan is an unfunded, nonqualified plan and was designed to provide participants the opportunity to supplement their retirement savings by deferring income in a tax-effective manner and to meet other long-term financial goals. Amounts deferred by participants under the EMRO Plan are credited with interest at the prime interest rate, adjusted quarterly, which was 3.25 percent for the quarter ended December 31, 2010. During 2010, the EMRO Plan provided that participants would receive their benefits from the EMRO Plan in a lump sum following separation from service.

Distributions from all nonqualified deferred compensation plans in which our named executive officers participate are consistent with Section 409A of the Internal Revenue Code to the extent required. As a result, distribution of amounts subject to Section 409A of the Internal Revenue Code may be delayed for six months following retirement or other separation from service where the participant is considered a “specified employee” for purposes of Section 409A.

Potential Payments upon Termination or Change-in-Control

Retirement

Marathon Oil employees are eligible for retirement once they reach age 50 and have ten or more years of vesting service with Marathon Oil. All of our named executive officers are currently retirement eligible.

Upon retirement, our named executive officers are entitled to receive their vested benefits that have accrued under Marathon Oil’s broad-based and executive benefit programs. For more information about the retirement and deferred compensation programs, see “–Pension Benefits” and “–Nonqualified Deferred Compensation.”

In addition, upon retirement, unvested stock options for our named executive officers would become immediately exercisable according to the grant terms. All outstanding stock appreciation rights were fully vested on December 31, 2010. Unvested restricted stock awards are forfeited upon retirement (except in the case of mandatory retirement at age 65). For performance units, in the case of retirement where a named executive officer has worked more than half of the performance period, awards may be vested on a prorated basis at the discretion of the Marathon Oil Compensation Committee.

Death or Disability

In the event of death or disability, our named executive officers would be entitled to the vested benefits they have accrued under Marathon Oil’s standard benefits programs. Long-term incentive awards would immediately vest in full upon the death of a named executive officer, with performance units vesting at the target level. In the event of disability, long-term incentive awards would continue to vest as if the named executive officer remained employed for up to 24 months during the period of disability.

Other Termination

No special employment or severance agreements are in place for our named executive officers, except for our Executive Change in Control Severance Benefits Plan, which is described in more detail below. Effective February 1, 2005, Marathon Oil adopted a policy stating that its board of directors should seek stockholder approval or ratification of severance agreements for senior executive officers (other than agreements consistent with Marathon Oil’s change-in-control policy adopted in 2001, which is reflected in the Executive Change in Control Severance Benefits Plan) that would require payment of cash severance benefits exceeding 2.99 times a senior executive officer’s salary plus bonus for the prior calendar year.

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Change-in-Control

If a change-in-control of Marathon Oil is under consideration, the Marathon Oil Compensation Committee believes named executive officers should be encouraged to continue their dedication to their assigned duties. For this reason, Marathon Oil has a plan that provides the following severance benefits if a named executive officer’s employment is terminated under certain circumstances following a change-in-control. The Marathon Oil Executive Change in Control Severance Benefits Plan provides:

• a cash payment of up to three times the sum of the named executive officer’s current salary plus the highest bonus paid in the three years before the termination or change-in-control;

• life and health insurance benefits for up to 36 months after termination, at the lesser of the current cost or the active employee cost;

• an additional three years of service credit and three years of age credit for purposes of retiree health and life insurance benefits;

• a cash payment equal to the actuarial equivalent of the difference between amounts receivable by the named executive officer under the final average pay formula in our pension plans and those which would be payable if (a) the named executive officer had an additional three years of participation service credit, (b) the named executive officer’s final average pay would be the higher of salary at the time of the change-in-control event or termination plus his or her highest annual bonus from the preceding three years, (c) for purposes of determining early retirement commencement factors, the named executive officer had three additional years of vesting service credit and three additional years of age, and (d) the named executive officer’s pension had been fully vested;

• a cash payment equal to the difference between amounts receivable under Marathon Oil’s defined contribution plans and amounts which would have been received if the named executive officer’s savings had been fully vested; and

• a cash payment of the amount necessary to ensure that the payments listed above are not subject to net reduction due to the imposition of federal excise taxes.

The severance benefits are payable if a named executive officer is terminated or resigns for good reason. However, benefits are not payable if the termination is for cause or due to mandatory retirement, death, disability, or resignation (other than for good reason) by the named executive officer.

If our named executive officers had actually been terminated following a change-in-control of Marathon Oil on December 31, 2010, they would receive benefits (in addition to vesting of equity-based awards and performance units, as discussed below) valued as follows:

Name	Value due to Termination Following Change in Control(1)
Mr. Heminger	$10,293,220
Mr. Peiffer	$  3,423,365
Mr. Bedell	$  5,485,368
Mr. Kenney	$  2,998,170
Mr. Wilder	$  3,113,787

(1) Retirement benefits included in these amounts were calculated using the following assumptions: individual life expectancies using the RP2000 Combined Healthy Table weighted 75 percent male and 25 percent female; a discount rate of 2.25 percent for named executive officers who are retirement eligible (taking into account the additional three years of age and service credit) and 2.25 percent for named executive officers who are not retirement eligible; the current lump-sum interest rate for the relevant plans; and a lump-sum form of benefit. Health and welfare plans reflect the incremental cost of coverage under the policy using the assumptions used for financial reporting purposes under ASC 715. These amounts include an excise tax

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gross-up for Mr. Bedell for tax imposed under Sections 280G and 4999 of the Internal Revenue Code. This gross-up was calculated using the highest marginal federal individual income tax rate and assuming applicable state and/or local income tax rates.

The Marathon Oil Executive Change in Control Severance Benefits Plan continues during a potential change-in-control period and for two years after a change-in-control.

In addition, immediately upon a change-in-control or upon a named executive officer’s termination of employment during a potential change-in-control, outstanding stock options, stock appreciation rights, and restricted stock would become fully vested. If a change-in-control occurs prior to the end of a performance period, then outstanding performance units would be fully vested at the target level.

If a change-in-control of Marathon Oil had occurred on the last business day of 2010, our named executive officers, whether terminated or not, would have been entitled to receive benefits valued as follows due to the accelerated vesting of their outstanding performance unit awards and restricted stock awards:

Name	Value due to Accelerated Vesting of Long-Term Incentives
Mr. Heminger	$	7,144,749
Mr. Peiffer	$	1,194,625
Mr. Bedell	$	529,244
Mr. Kenney	$	1,254,987
Mr. Wilder	$	1,085,505

These values were calculated using the 2010 year-end closing market price for Marathon Oil common stock of $37.03.

These values also assume that performance units awarded in 2009 and 2010 would vest and would be paid out at the target level of $1 per unit. However, these values do not include any amount for accelerated vesting of performance units awarded in 2008 for the performance period from January 1, 2008 through December 31, 2010. We have assumed that there would be no payment for performance units granted in 2008, in accordance with the terms of the performance unit award agreement, notwithstanding a change-in-control on the last business day of 2010.

The definition of a change-in-control for purposes of the Marathon Oil Executive Change in Control Severance Benefits Plan is complex but is summarized as follows. It includes any change-in-control required to be reported in response to Item 6(e) of Schedule 14A under the Exchange Act and provides that a change-in-control will have occurred if:

• any person not affiliated with Marathon Oil acquires 20 percent or more of the voting power of our outstanding securities;

• the Marathon Oil board of directors no longer has a majority made up of (1) individuals who were directors on the date of the agreements and (2) new directors (other than directors who join the Marathon Oil board of directors in connection with an election contest) approved by two-thirds of the directors then in office who (a) were directors on the date of the agreements or (b) were themselves previously approved by the Marathon Oil board of directors in this manner;

• Marathon Oil merges with another company and, as a result, its stockholders hold less than 50 percent of the voting power of the surviving entity immediately after the transaction;

• Marathon Oil stockholders approve a plan of complete liquidation of Marathon Oil; or

• Marathon Oil sells all or substantially all of its assets.

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In addition, if any person takes certain actions that could result in a change-in-control, a potential change-in-control will have occurred. The definition of a potential change-in-control for purposes of the Marathon Oil Executive Change in Control Severance Benefits Plan is complex but, in general, a potential change-in-control would occur upon: Marathon Oil entering into an agreement which could result in a change-in-control; any person becoming the owner of 15 percent or more of its common stock; a public announcement by any person or entity stating an intention to take over Marathon Oil; or a determination by the Marathon Oil Board of Directors that a potential change-in-control has occurred.

MPC 2011 Incentive Compensation Plan

General

We have adopted, with the approval of our sole stockholder, the Marathon Petroleum Corporation 2011 Incentive Compensation Plan (the “2011 Plan”), which is substantially similar to the Marathon Oil 2007 Incentive Compensation Plan. The 2011 Plan is intended to reward participants by providing cash benefits and opportunities to acquire our common stock. The 2011 Plan is designed to attract and retain officers, employees and directors, to strengthen the alignment of their interests with stockholder interests, and to reward outstanding contributions to our development and financial success.

No awards will be granted under the 2011 Plan prior to the distribution date. A summary of our 2011 Plan is included below. This summary is qualified in its entirety by reference to the full text of the 2011 Plan, which is included as an exhibit to the registration statement on Form 10 of which this information statement forms a part. See “Where You Can Find More Information.” The 2011 Plan is not subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended.

The 2011 Plan authorizes the granting of awards, including shares of our common stock, in any combination of the following:

• stock options, including incentive stock options and nonqualified stock options;

• stock appreciation rights (“SARs”);

• stock awards, restricted stock awards and other awards denominated or paid in common stock;

• restricted stock units (which may include dividend equivalents);

• cash awards; and

• performance awards.

Eligibility

Employees eligible for awards under the 2011 Plan are employees of MPC and its subsidiaries who are selected by the Compensation Committee, which is the committee of our board of directors that has been appointed to administer the 2011 Plan. Certain Marathon Oil employees will also receive substitute MPC stock option awards under the 2011 Plan. All of our non-employee directors are also eligible for awards under the 2011 Plan.

Authorized Shares and Limits

We have reserved a total of 25 million shares of our common stock for issuance in connection with the 2011 Plan. No more than 10 million shares may be used for awards other than stock options or SARs. The number of shares authorized to be issued under the 2011 Plan, as well as individual limits and exercise prices, are subject to adjustment for stock dividends, stock splits, recapitalizations, mergers or similar corporate events.

The following limitations apply to any awards made under the Plan:

• no employee may be granted, during any calendar year, stock options or SARs that are exercisable for or relate to more than 6 million shares of common stock;

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• no employee may be granted, during any calendar year, stock awards or restricted stock unit awards covering or relating to more than 2 million shares of common stock; and

• no employee may be granted performance awards consisting of cash for any calendar year having a maximum value determined on the date of grant in excess of $20 million.

Potential Dilution

The maximum number of shares that may be issued under the 2011 Plan represents approximately seven percent of the total number of shares of our common stock expected to be outstanding as of the distribution date.

Administration of the 2011 Plan

Our board of directors will designate an independent committee to determine the types of employee awards made under the 2011 Plan and to designate the employees who are to be the recipients of the awards. The Compensation Committee will administer the 2011 Plan with respect to employee awards. The Compensation Committee has full and exclusive power to administer and interpret the 2011 Plan. The Compensation Committee may adopt guidelines for administering the 2011 Plan as it deems necessary or proper.

Any decision of the Compensation Committee in the interpretation and administration of the 2011 Plan is within its sole and absolute discretion and is final, conclusive, and binding on all parties concerned.

The Compensation Committee may, in its discretion, extend or accelerate the exercisability of, accelerate the vesting of, or eliminate or make less restrictive any restrictions contained in any award, or otherwise amend or modify any award in a manner that either is not adverse to the participant or is consented to by the participant. However, no stock option or SAR will have a term greater than ten years from its grant date, and awards that are stock options or SARs may not be repriced, replaced or regranted through cancellation or modified without stockholder approval (except if in connection with a change in our capitalization or other specified corporate events) if the effect would be to reduce the underlying grant price.

With respect to director awards, our board of directors will determine the types of director awards made under the 2011 Plan, and will have the same powers, duties and authority as the Compensation Committee has with respect to employee awards.

The Compensation Committee and our board of directors may delegate to our chief executive officer and other senior officers their authority under the 2011 Plan. The Compensation Committee, the board of directors or senior officers to whom authority has been delegated may engage third-party administrators to carry out administrative functions under the 2011 Plan.

Employee Award Terms

All awards granted to employees under the 2011 Plan are subject to the terms, conditions and limitations determined by the Compensation Committee. Awards may be made in combination with, in replacement of, or as alternatives to, grants under other plans of MPC or its subsidiaries, including plans of an acquired entity.

A stock option granted to an employee under the 2011 Plan may consist of either an incentive stock option that complies with the requirements of Section 422 of the Code or a nonqualified stock option that does not comply with those requirements. Incentive stock options and nonqualified stock options must have an exercise price per share that is not less than the fair market value of the common stock on the date of grant. Subject to certain adjustment provisions of the 2011 Plan that apply only on specified corporate events, the exercise price of an option granted under the 2011 Plan may not be decreased. The term of a stock option may not extend more than ten years after the date of grant.

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A stock appreciation right may be granted under the 2011 Plan with respect to all or a portion of the shares of common stock subject to a stock option or may be granted separately. The exercise price of an SAR may not be less than the fair market value of the common stock on the date of grant and its term may not extend more than ten years after the date of grant.

Stock awards consist of restricted grants of common stock. Rights to dividends may be extended to and made part of any stock award at the discretion of the Compensation Committee. Subject to earlier vesting upon death, disability, retirement or change-in-control, stock awards settled in stock that are not performance-based will vest over a minimum period of three years (unless the Compensation Committee determines that a shorter vesting period is in the best interests of MPC), and stock awards settled in stock that are performance-based will vest over a minimum period of one year (unless the Compensation Committee determines that a shorter vesting period is in the best interests of MPC).

Restricted stock unit awards consist of awards of units denominated in common stock. Rights to dividend equivalents may be extended to and made part of any restricted stock unit award at the discretion of the Compensation Committee. Subject to earlier vesting upon death, disability, retirement or change-in-control, restricted stock unit awards settled in stock that are not performance-based will vest over a minimum period of three years (unless the Compensation Committee determines that a shorter vesting period is in the best interests of MPC), and restricted stock unit awards settled in stock that are performance-based will vest over a minimum period of one year (unless the Compensation Committee determines that a shorter vesting period is in the best interests of MPC).

Cash awards, which consist of grants denominated in cash, may also be granted to employees under the 2011 Plan.

Performance awards consist of grants made subject to the attainment of one or more performance goals and may be intended to meet the requirements of qualified performance-based compensation under Section 162(m) of the Code. The goals intended to satisfy Section 162(m) of the Code must be established by the Compensation Committee prior to the earlier of:

• 90 days after the commencement of the period of service to which the performance goals relate, and

• the lapse of 25% of the period of service.

A performance goal intended to meet the requirements of Section 162(m) of the Code may be based upon one or more business criteria that apply to the employee, one or more business units of the company, or the company as a whole, and may include any of the following: stock price measures (including, but not limited to, growth measures and total stockholder return); earnings per share (actual or targeted growth); earnings before interest, taxes, depreciation, and amortization (“EBITDA”); economic value added (“EVA”); net income measures (including, but not limited to, income after capital costs and income before or after taxes); operating income; cash flow measures; return measures (including, but not limited to, return on capital employed); operating measures (including, but not limited to, refinery throughput and mechanical availability); expense targets; margins; refined product measures; and corporate values measures (including, but not limited to, diversity commitment, ethics compliance, sustainability, environmental and safety). Prior to the payment of any performance award based on the achievement of performance goals pursuant to Section 162(m) of the Code, the Compensation Committee must certify in writing that the applicable performance goals and any material terms were, in fact, satisfied.

Non-Employee Director Award Terms

We anticipate that all awards to our non-employee directors under the 2011 Plan will be subject to the terms, conditions, and limitations determined by our board of directors. Awards may be made in combination with, in replacement of, or as alternatives to, grants under other plans of MPC or its subsidiaries, including plans of an acquired entity.

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All stock options granted to a director under the Plan will consist of nonqualified stock options. Nonqualified stock options must have an exercise price per share that is not less than the fair market value of the common stock on the date of grant and, subject to certain adjustment provisions of the Plan that apply only on specified corporate events, the exercise price of an option granted under the 2011 Plan may not be decreased. The term of a stock option may not extend more than ten years after the date of grant.

An SAR may be granted under the 2011 Plan with respect to all or a portion of the shares of common stock subject to a stock option or may be granted separately. The exercise price of an SAR may not be less the fair market value of the common stock on the date of grant and its term may not extend more than ten years after the date of grant.

Stock awards consist of restricted grants of common stock. Rights to dividends may be extended to and made part of any stock award at the discretion of our board of directors.

Restricted stock unit awards consist of awards of units denominated in common stock. Rights to dividend equivalents may be extended to and made part of any restricted stock unit award at the discretion of our board of directors.

Performance awards consist of grants made subject to the attainment of one or more performance goals. Our board of directors will determine the terms, conditions, limitations and performance goals with respect to performance awards to our non-employee directors.

Amendment of the Plan

The Compensation Committee may amend or terminate the 2011 Plan in response to any legal requirements or for any other purpose permitted by law; provided, however, that our board of directors must approve such committee action related to non-employee director awards, no amendment that would adversely affect the rights of a participant may be made without the consent of the participant, and no amendment may be effective prior to its approval by the stockholders of MPC if approval by stockholders is legally required.

Federal Income Tax Consequences of the 2011 Plan

The following is a discussion of material U.S. federal income tax consequences to participants in the 2011 Plan, based on the law as currently in effect. This discussion is limited, and does not cover state, local, or foreign tax treatment for participants in the 2011 Plan. Differences in participants’ financial situations may cause tax consequences to vary.

Participants will not realize taxable income upon the grant of a nonqualified stock option or SAR. Upon the exercise of a nonqualified stock option, the participant will generally recognize ordinary income in an amount equal to the excess of (a) the fair market value of the stock over (b) the exercise price paid by the participant for the stock. Upon the exercise of an SAR, the participant will generally recognize ordinary income in an amount equal to the excess of (x) the fair market value of the stock underlying the SAR over (y) the grant price of the SAR. In the case of MPC employees, the ordinary income is subject to tax withholding by MPC. The participant will generally have a tax basis in any shares of common stock received pursuant to the exercise of an SAR, or pursuant to the exercise of a nonqualified stock option, that equals the fair market value of the shares on the date of exercise. Generally, we will be entitled to a deduction for U.S. federal income tax purposes that corresponds as to timing and amount with the compensation income recognized by the MPC employee or director.

Incentive stock options can only be granted to employees. An employee will not have taxable income upon the grant of an incentive stock option. Upon the exercise of an incentive stock option, the employee will not have taxable income, although the excess of the fair market value of the shares of common stock received upon exercise of the incentive stock option over the exercise price will increase the alternative minimum taxable

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income of the employee, which may cause the employee to incur alternative minimum tax. The payment of any alternative minimum tax due to the exercise of an incentive stock option may be allowed as a credit against the employee’s regular tax liability in a later year.

Upon the disposition of stock received upon exercise of an incentive stock option that has been held for the requisite holding period (generally one year from the date of exercise and two years from the date of grant), the employee will generally recognize capital gain or loss equal to the difference between the amount received in the disposition and the exercise price paid. However, if an employee disposes of stock that has not been held for the requisite holding period, the employee will recognize ordinary income in the year of the disqualifying disposition to the extent that the fair market value of the stock at the time of exercise of the incentive stock option, or, if less, the amount realized in the case of an arm’s-length disqualifying disposition to an unrelated party, exceeds the exercise price paid by the employee for the stock. The employee will also recognize capital gain, or, depending on the holding period, additional ordinary income, to the extent the amount realized in the disqualifying disposition exceeds the fair market value of the stock on the exercise date. If the exercise price paid for the stock exceeds the amount realized in the disqualifying disposition, in the case of an arm’s-length disposition to an unrelated party, the excess would ordinarily be a capital loss.

We are generally not entitled to any federal income tax deduction upon the grant or exercise of an incentive stock option, unless the employee makes a disqualifying disposition of the stock. If an employee makes a disqualifying disposition, we will generally be entitled to a tax deduction that corresponds as to timing and amount with the compensation income recognized by the employee.

An employee will recognize ordinary income upon receipt of cash pursuant to a cash award or performance award or, if earlier, at the time the cash is otherwise made available for the employee to draw upon it.

A participant will not have taxable income upon the grant of a stock award in the form of units denominated in common stock, but rather will generally recognize ordinary income at the time the participant receives common stock or cash in satisfaction of a stock unit award in an amount equal to the fair market value of the common stock or cash received. In general, a participant will recognize ordinary income as a result of the receipt of common stock pursuant to a stock award or performance award in an amount equal to the fair market value of the common stock when the stock is received; provided, however, that if the stock is not transferable and is subject to a substantial risk of forfeiture when received, the participant will recognize ordinary income in an amount equal to the fair market value of the common stock when it first becomes transferable or is no longer subject to a substantial risk of forfeiture, unless the participant makes an election to be taxed on the fair market value of the common stock when the stock is received.

An employee will be subject to tax withholding for federal, and generally for state and local, income taxes at the time the employee recognizes income with respect to common stock or cash received pursuant to a cash award, performance award, stock award or stock unit award. Dividends that are received by a participant prior to the time that the common stock is taxed to the participant are taxed as additional compensation, not as dividend income. A participant’s tax basis in the common stock received will equal the amount recognized by the participant as income, and the participant’s holding period in the shares will commence on the date income is recognized.

We intend to make awards under the 2011 Plan that are either not subject to Section 409A of the Code or that comply with the requirements of Section 409A of the Code.

Awards Under the Plan

All other awards under the 2011 Plan will be granted at the discretion of the board of directors or the Compensation Committee (or their delegate), as appropriate. Therefore, the total benefits that will be received by any particular person or group under the 2011 Plan are not determinable at this time.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information with respect to the anticipated beneficial ownership of our common stock by:

• each stockholder who is expected following the spin-off to beneficially own more than 5% of our common stock;

• each executive officer named in the Summary Compensation Table;

• each person expected to serve on our board of directors as of the distribution date; and

• all of our executive officers and directors as a group.

We have based the percentage of class amounts set forth below on each indicated person’s beneficial ownership of Marathon Oil common stock as of May 10, 2011, unless we indicate some other basis for the share amounts, and based on the distribution of one share of our common stock for every two shares of Marathon Oil common stock outstanding. To the extent our directors and executive officers own shares of Marathon Oil common stock at the time of the spin-off, they will participate in the distribution of shares of common stock in the spin-off on the same terms as other holders of Marathon Oil common stock. Following the spin-off, we will have an aggregate of approximately 356 million shares of common stock outstanding, based on approximately 712 million shares of Marathon Oil common stock outstanding on May 10, 2010. The number of shares beneficially owned by each stockholder, director or officer is determined according to the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. The mailing address for each of the directors and executive officers is c/o Marathon Petroleum Corporation, 539 South Main Street, Findlay, Ohio 45840-3229.

	Shares of Common Stock to be Beneficially Owned(1)
Name of Beneficial Owner	Number			Percent
BlackRock, Inc.		26,217,994			7.39	%(2)
FMR LLC		19,520,112			5.499	%(3)
Mr. David A. Daberko		22,061			*
Mr. William L. Davis		21,037	(4)		*
Mr. Charles Lee		37,448			*
Mr. Seth Schofield		30,093			*
Mr. John W. Snow		10,755			*
Mr. Thomas J. Usher		18,889	(5)		*
Mr. Gary R. Heminger		331,239			*
Mr. Garry L. Peiffer		59,908	(6)		*
Mr. Richard D. Bedell		67,541			*
Mr. Anthony R. Kenney		85,753			*
Mr. J. Michael Wilder		53,733	(7)		*
All executive officers and directors as a group (18 persons)		977,102			*

(1) The share amounts and percentages shown for MPC’s directors and executive officers are estimates, based on the number of shares of Marathon Oil common stock beneficially owned, as defined by rules of the Securities and Exchange Commission, as of May 10, 2011, and the distribution of one share of MPC common stock for every two shares of Marathon Oil common stock outstanding as of the record date. Because these beneficial ownership amounts include certain shares issuable under equity-based awards, which will be either adjusted or replaced with substitute awards as discussed under “Relationship with Marathon Oil After the Spin-off—Agreements Between Marathon Oil and Us—Employee Matters Agreement,” and because the amounts involved in the adjusted or substitute awards will not be determined until after the distribution date, we have estimated the share amounts and percentages in this table for MPC’s directors and executive officers as the product of the number of shares of Marathon Oil common

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stock beneficially owned as of May 10, by 0.5. For each of the directors, the share amounts include amounts based on deferrals of annual retainers into common stock units under the Marathon Oil’s Deferred Compensation Plan for Non-Employee Directors and Marathon Oil’s 2003 Incentive Compensation Plan prior to January 1, 2006, and non-retainer annual director stock awards in common stock units, including the first and second quarter 2011 grant of common stock units under Marathon Oil’s 2007 Incentive Compensation Plan, including their respective dividend equivalent rights allocated in common stock units. For executive officers, the amounts reflect: (1) holdings of vested options exercisable for shares of Marathon Oil common stock within 60 days of May 10, 2011, as follows: G. R. Heminger: 416,433; G. L. Peiffer: 103,466; R.D. Bedell.: 111,599; A. R. Kenney: 88,839; J. M. Wilder: 76,733; and all other executive officers as a group: 357,445; and (2) the number of shares of Marathon Oil common stock each such person would have received had they exercised their stock-settled SARs based on the fair market value (i.e., closing price) of Marathon’s common stock on May 10, 2011, as follows: G. R. Heminger: 53,135; G. L. Peiffer: 0; R. D. Bedell.: 9,513; A. R. Kenney: 30,712; J. M. Wilder: 0; and all other executive officers as a group: 40,135.

(2) Based on the Schedule 13G/A dated January 21, 2011 (filed: February 7, 2011) which indicates that it was filed by BlackRock, Inc., According to such Schedule 13G, BlackRock, Inc., through itself and being the parent holding company or control person over each of the following subsidiaries: BlackRock Japan Co., Ltd., BlackRock Advisors (UK) Limited, BlackRock Institutional Trust Company, N.A., BlackRock Fund Advisors, BlackRock Asset Management Canada Limited, BlackRock Asset Management Australia Limited, BlackRock Advisors, LLC, BlackRock Capital Management, Inc., BlackRock Financial Management, Inc., BlackRock Investment Management, LLC, BlackRock Investment Management (Australia) Limited, BlackRock (Luxembourg) S.A., BlackRock (Netherlands) B.V., BlackRock Fund Managers Limited, BlackRock Pensions Limited, BlackRock Asset Management Ireland Limited, BlackRock International Limited, BlackRock Investment Management (UK) Limited, and State Street Research & Management Company, each individually owning less than 5% is deemed to beneficially own 52,435,989 shares of Marathon Oil common stock, and has sole voting power over 52,435,989 shares, shared voting power over no shares, sole dispositive power over 52,435,989 shares, and shared dispositive power over no shares.

(3) Based on the Schedule 13G/A dated February 11, 2011 (filed: February 14, 2011) which indicates that it was filed jointly by FMR LLC (“FMR”) and Edward C. Johnson 3d, Chairman of FMR. According to the Schedule 13G, (i) Fidelity Management & Research Company (“Fidelity”), a wholly owned subsidiary of FMR, is an investment adviser and the beneficial owner of 34,538,068 shares of Marathon Oil common stock or 4.865% and that Edward C. Johnson 3d and FMR, through its control of Fidelity, and the funds each has sole dispositive power over 34,538,068 shares of Marathon Oil common stock owned by the funds, shared dispositive power over no shares, and that neither FMR or Edward C. Johnson 3d has sole or shared voting power to vote or direct the voting of the shares owned directly by the funds, which power resides with the funds Board of Trustees. Fidelity carries out the voting of the shares under written guidelines established by the funds’ Board of Trustees; (ii) Strategic Advisers, Inc., is a wholly owned subsidiary of FMR and an investment adviser is deemed to beneficially own 17,834 shares of Marathon Oil common stock or .003%; (iii) Pyramis Global Advisors, LLC (“PGALLC”), an indirect wholly owned subsidiary of FMR and an investment adviser is deemed to beneficially own 470,280 shares of Marathon Oil common stock or .066%, and that Edward C. Johnson 3d and FMR, through its control of PGALLC, each has sole voting power or the power to direct the voting over 470,280 shares of Marathon Oil common stock, and each has sole dispositive power over 470,280 shares owned by the institutional accounts or funds advised by PGALLC; and (iv) Pyramis Global Advisors Trust Company (“PGATC”), an indirect wholly owned subsidiary of FMR and a bank is deemed to beneficially own 729,270 shares of Marathon Oil common stock or .103%, as a result of its serving as investment manager of institutional accounts owning such shares, and that Edward C. Johnson 3d and FMR, through its control of PGATC, each has sole voting power or the power to direct the voting over 686,060 shares of Marathon Oil common stock, and each has sole dispositive power over 729,270 shares owned by the institutional accounts managed by PGATC. FIL Limited (“FIL”) and various foreign-based subsidiaries provide investment advisory services to a number of non-U.S. investment companies and certain institutional investors. FIL is deemed to beneficially own 3,284,772

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shares of Marathon Oil common stock or .463%, has sole voting power or the power to direct the voting of 3,034,412 shares and no voting power over 250,360 shares held by the international funds, and dispositive power over 3,284,772 shares owned by the international funds. Partnerships controlled predominately by members of the family of Edward C. Johnson 3d, Chairman of FMR and FIL, or trusts for their benefit, own shares of FIL voting stock with the right to cast approximately 39% of the total votes which may be cast by all holders of FIL voting stock. FMR and FIL are separate and independent corporate entities, and their boards of directors are generally composed of different individuals. FMR and FIL are of the view that they are not acting as a “group” for purposes of Section 13(d) under the Exchange Act and that they are not otherwise required to attribute to each other the “beneficial ownership” of securities “beneficially owned” by the other corporation within the meaning of Rule 13d-3 of the Exchange Act.

(4) Includes shares indirectly held by Mr. Davis in the William L. Davis III Revocable Trust.

(5) Includes shares indirectly held by Mr. Usher through a Revocable Trust Account governed by a Revocable Trust Agreement, dated July 3, 2001, pursuant to which Mr. Usher is the settlor, co-trustee with his spouse and beneficial owner of the shares held in said account.

(6) Includes shares indirectly held by Mr. Peiffer through a Revocable Trust Account governed by a Revocable Trust Agreement dated April 9, 2010.

(7) Includes shares indirectly held by Mr. Wilder through a Revocable Trust Account governed by a Revocable Trust Agreement dated September 8, 2006, pursuant to which Mr. Wilder is the settlor, co-trustee with his spouse and beneficial owner of the shares held in such account.

* The percentage of shares beneficially owned by each director or executive officer does not exceed one percent of the common shares outstanding; and the percentage of shares beneficially owned by all directors and executive officers as a group does not exceed one percent of the common shares outstanding.

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DESCRIPTION OF CAPITAL STOCK

Introduction

In the discussion that follows, we have summarized the material provisions of our certificate of incorporation and bylaws relating to our capital stock. This discussion is subject to the relevant provisions of Delaware law and is qualified in its entirety by reference to: (1) our restated certificate of incorporation, which we refer to in this Form 10 as our “certificate of incorporation”; and (2) our amended and restated bylaws, which we refer to in this Form 10 as our “bylaws.” You should read the provisions of our certificate of incorporation and bylaws as currently in effect for more details regarding the provisions described below and for other provisions that may be important to you. We have filed copies of those documents with the SEC, and they are incorporated by reference as exhibits to the registration statement on Form 10 of which this information statement forms a part. See “Where You Can Find More Information.”

Authorized Capital Stock

Our authorized capital stock consists of:

• 1 billion shares of common stock; and

• 30 million shares of preferred stock, issuable in series.

Each authorized share of common stock has a par value of $0.01. The authorized shares of preferred stock have par value of $0.01 per share. Immediately following the spin-off, we expect that approximately 356 million shares of our common stock will be outstanding, based on the distribution of one share of our common stock for every two shares of Marathon Oil common stock outstanding and the anticipated number of shares of Marathon Oil common stock outstanding as of the record date. The actual number of shares of our common stock to be distributed will be determined based on the number of shares of Marathon Oil common stock outstanding as of the record date. Immediately following the spin-off, no shares of our preferred stock will be issued and outstanding.

Common Stock

Each share of our common stock entitles its holder to one vote in the election of each director and on all other matters voted on generally by our stockholders. No share of our common stock affords any cumulative voting rights. This means that the holders of a majority of the voting power of the shares voting for the election of directors can elect all directors to be elected if they choose to do so. Our board of directors may grant holders of preferred stock, in the resolutions creating the series of preferred stock, the right to vote on the election of directors or any questions affecting our company.

Holders of our common stock will be entitled to dividends in such amounts and at such times as our board of directors in its discretion may declare out of funds legally available for the payment of dividends. Dividends on our common stock will be paid at the discretion of our board of directors after taking into account various factors, including:

• our financial condition and performance;

• our cash needs and capital investment plans;

• our obligations to holders of any preferred stock we may issue;

• income tax consequences; and

• the restrictions Delaware and other applicable laws then impose.

In addition, the terms of the loan agreements, indentures and other agreements we enter into from time to time may contain covenants or other provisions that could limit our ability to pay, or otherwise restrict the

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payment of, cash dividends. For discussions of the covenants contained in our Credit Agreement and our Indenture, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

If we liquidate or dissolve our business, the holders of our common stock will share ratably in all our assets that are available for distribution to our stockholders after our creditors are paid in full and the holders of all series of our outstanding preferred stock, if any, receive their liquidation preferences in full.

Our common stock has no preemptive rights and is not convertible or redeemable or entitled to the benefits of any sinking or repurchase fund. All shares of common stock to be distributed in connection with the spin-off will be fully paid and nonassessable.

Subject to consummation of the spin-off, our shares of the common stock have been approved for listing on the New York Stock Exchange under the symbol “MPC.”

The transfer agent and registrar for our common stock is Computershare Trust Company, N.A.

Preferred Stock

At the direction of our board of directors, without any action by the holders of our common stock, we may issue one or more series of preferred stock from time to time. Our board of directors can determine the number of shares of each series of preferred stock and the designation, powers, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions applicable to any of those rights, including dividend rights, voting rights, conversion or exchange rights, terms of redemption and liquidation preferences, of each series.

We believe that the ability of our board of directors to issue one or more series of our preferred stock will provide us with flexibility in structuring possible future financings and acquisitions, and in meeting other corporate needs that might arise. The authorized shares of our preferred stock, as well as shares of our common stock, will be available for issuance without further action by our stockholders, unless such action is required by applicable law or the rules of any stock exchange on which our securities may be listed or traded. If the approval of our stockholders is not required for the issuance of shares of our preferred stock or our common stock our board may determine not to seek stockholder approval.

The existence of undesignated preferred stock may enable our board of directors to render more difficult or to discourage an attempt to obtain control of our company by means of a tender offer, proxy contest, merger or otherwise, and thereby to protect the continuity of our management. The terms of one or more classes or series of preferred stock could dilute the voting power or reduce the value of our common stock. For example, we could grant holders of preferred stock the right to elect some number of our directors in all events or on the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences we could assign to holders of preferred stock could affect the residual value of the common stock. As a result, the issuance of shares of preferred stock, or the issuance of rights to purchase shares of preferred stock, may discourage an unsolicited acquisition proposal or may materially and adversely affect the market price of our common stock or any existing preferred stock.

Restrictions on Stock Ownership by Non-U.S. Citizens

We are subject to a variety of U.S. federal statutes and regulations, including the Shipping Act of 1916, as amended, and the Merchant Marine Act of 1920, as amended, that govern the ownership and operation of vessels used to carry cargo between U.S. ports (collectively the “Maritime Laws.”)

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To ensure that ownership by non-U.S. citizens of our stock will not exceed the 25% maximum permitted by the Maritime Laws, our certificate of incorporation limits the aggregate percentage ownership by non-U.S. citizens of our stock to 23% of the outstanding shares. We may prohibit transfers that would cause ownership of our stock by non-U.S. citizens to exceed 23%. Our certificate of incorporation authorizes us to effect any and all measures necessary or desirable to monitor and limit foreign ownership of our stock.

If, despite such measures, the number of shares of our stock that are owned by non-U.S. citizens exceeds 23%, we may suspend the voting, dividend and other distribution rights of the shares owned by non-U.S. citizens in excess of 23%. The determination of which shares will be deemed in excess of the 23% limitation will be made by reference to the dates the shares were acquired by non-U.S. citizens. Our determination of which shares are deemed to be in excess will be conclusive. We will have the power but are under no obligation to redeem any such excess shares at a redemption price per share equal to the fair market value of the shares on the date we call for redemption plus any dividend or other distribution declared with respect to such shares prior to the date we call for redemption and remaining unpaid.

Restrictions on Citizenship of Directors, Chairman and CEO

Our certificate of incorporation also limits the number of our directors that are non-U.S. citizens to no more than the minority necessary to constitute a quorum of directors for a meeting and requires our chairman and CEO to be U.S. Citizens.

Limitation on Directors’ Liability

Delaware law authorizes Delaware corporations to limit or eliminate the personal liability of their directors to them and their stockholders for monetary damages for breach of a director’s fiduciary duty of care. The duty of care requires that, when acting on behalf of the corporation, directors must exercise an informed business judgment based on all material information reasonably available to them. Absent the limitations Delaware law authorizes, directors of Delaware corporations are accountable to those corporations and their stockholders for monetary damages for conduct constituting gross negligence in the exercise of their duty of care. Delaware law enables Delaware corporations to limit available relief to equitable remedies such as injunction or rescission. Our certificate of incorporation limits the liability of the members of our board of directors by providing that no director will be personally liable to us or our stockholders for monetary damages for any breach of the director’s fiduciary duty as a director, except for liability:

• for any breach of the director’s duty of loyalty to us or our stockholders;

• for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

• for unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; and

• for any transaction from which the director derived an improper personal benefit.

This provision could have the effect of reducing the likelihood of derivative litigation against our directors and may discourage or deter our stockholders or management from bringing a lawsuit against our directors for breach of their duty of care, even though such an action, if successful, might otherwise have benefited us and our stockholders. Our bylaws provide indemnification to our officers and directors and other specified persons with respect to their conduct in various capacities. See “Indemnification of Directors and Officers.”

Statutory Business Combination Provision

As a Delaware corporation, we are subject to Section 203 of the Delaware General Corporation Law. In general, Section 203 prevents an “interested stockholder,” which is defined generally as a person owning 15% or

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more of a Delaware corporation’s outstanding voting stock or any affiliate or associate of that person, from engaging in a broad range of “business combinations” with the corporation for three years following the date that person became an interested stockholder unless:

• before that person became an interested stockholder, the board of directors of the corporation approved the transaction in which that person became an interested stockholder or approved the business combination;

• on completion of the transaction that resulted in that person’s becoming an interested stockholder, that person owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, other than stock held by (1) directors who are also officers of the corporation or (2) any employee stock plan that does not provide employees with the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

• following the transaction in which that person became an interested stockholder, both the board of directors of the corporation and the holders of at least two-thirds of the outstanding voting stock of the corporation not owned by that person approve the business combination.

Under Section 203, the restrictions described above also do not apply to specific business combinations proposed by an interested stockholder following the announcement or notification of designated extraordinary transactions involving the corporation and a person who had not been an interested stockholder during the previous three years or who became an interested stockholder with the approval of a majority of the corporation’s directors, if a majority of the directors who were directors prior to any person’s becoming an interested stockholder during the previous three years, or were recommended for election or elected to succeed those directors by a majority of those directors, approve or do not oppose that extraordinary transaction.

Anti-Takeover Effects of Provisions of our Certificate of Incorporation and Bylaws

Some of the provisions of our certificate of incorporation and bylaws discussed below may have the effect, either alone or in combination with the provisions of our certificate of incorporation discussed above and Section 203 of the Delaware General Corporation Law, of making more difficult or discouraging a tender offer, proxy contest, merger or other takeover attempt that our board of directors opposes but that a stockholder might consider to be in its best interest.

Our certificate of incorporation provides that our stockholders may act only at an annual or special meeting of stockholders and may not act by written consent. Our certificate of incorporation and bylaws provide that only a majority of our board of directors, the chairman of our board of directors or our chief executive officer may call a special meeting of our stockholders.

Our certificate of incorporation provides for a classified board of directors. Except for directors that our preferred stockholders may elect, our board of directors is divided into three classes, with the directors of each class as nearly equal in number as possible. At each annual meeting of our stockholders, the term of a different class of our directors will expire. As a result, we contemplate that our stockholders will elect approximately one-third of our board of directors each year. Our board of directors believes that a classified board structure facilitates continuity and stability of leadership and policy by helping ensure that, at any given time, a majority of our directors will have prior experience as directors of our company and will be familiar with its business and operations. This will, in the view of our board of directors, permit more effective long-term planning and help create long-term value for our stockholders. Board classification could, however, prevent a party who acquires control of a majority of our outstanding voting stock from obtaining control of our board of directors until the second annual stockholders’ meeting following the date that party obtains that control. This system of electing and removing directors may discourage a third party from making a tender offer or otherwise attempting to obtain control of us, because it generally makes it more difficult for stockholders to replace a majority of the directors.

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Our certificate of incorporation provides that the number of directors will be fixed exclusively by, and may be increased or decreased exclusively by, our board of directors from time to time, but will not be less than three nor more than 12. Our certificate of incorporation and bylaws provide that directors may be removed only with cause (as such term is defined in our certificate of incorporation) as determined by the Delaware Chancery Court, or by a vote of at least 80% of the voting power of our outstanding voting stock. A vacancy on our board of directors may be filled only by a vote of a majority of the directors in office, and a director appointed to fill a vacancy serves for the remainder of the term of the class of directors in which the vacancy occurred. These provisions will prevent our stockholders from removing incumbent directors without cause and filling the resulting vacancies with their own nominees.

Our bylaws contain advance-notice and other procedural requirements that apply to stockholder nominations of persons for election to our board of directors at any annual meeting of stockholders and to stockholder proposals that stockholders take any other action at any annual meeting. In the case of any annual meeting, a stockholder proposing to nominate a person for election to our board of directors or proposing that any other action be taken must give our corporate secretary written notice of the proposal not less than 90 days and not more than 120 days before the first anniversary of the date on which we first mailed proxy materials for the immediately preceding annual meeting of stockholders. These stockholder proposal deadlines are subject to exceptions if the pending annual meeting date is more than 30 days prior to or more than 30 days after the first anniversary of the immediately preceding year’s annual meeting. If our chief executive officer, the chairman of our board of directors or a majority of our board of directors calls a special meeting of stockholders for the election of directors, a stockholder proposing to nominate a person for that election must give our corporate secretary written notice of the proposal not earlier than 120 days prior to that special meeting and not later than the last to occur of (1) 90 days prior to that special meeting or (2) the 10th day following the day we publicly disclose the date of the special meeting. Our bylaws prescribe specific information that any such stockholder notice must contain. These advance-notice provisions may have the effect of precluding a contest for the election of our directors or the consideration of stockholder proposals if the proper procedures are not followed, and of discouraging or deterring a third party from conducting a solicitation of proxies to elect its own slate of directors or to approve its own proposal, without regard to whether consideration of those nominees or proposals might be harmful or beneficial to us and our stockholders.

Our certificate of incorporation and bylaws provide that our stockholders may adopt, amend and repeal our bylaws at any regular or special meeting of stockholders by a vote of at least 80% of the voting power of our outstanding voting stock or by a vote of at least 50% of the voting power of our outstanding voting stock for certain amendments approved by our board, provided the notice of intention to adopt, amend or repeal the bylaws has been included in the notice of that meeting. Our certificate of incorporation and bylaws also confer on our board of directors the power to adopt, amend or repeal our bylaws with the affirmative vote of a majority of the directors then in office.

Our certificate of incorporation provides that a vote of at least 80% of the voting power of our outstanding voting stock at any regular or special meeting of the stockholders is required for certain amendments of our certificate of incorporation.

As discussed above under “—Preferred Stock,” our certificate of incorporation authorizes our board of directors, without the approval of our stockholders, to provide for the issuance of all or any shares of our preferred stock in one or more series and to determine the designation, powers, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions applicable to any of those rights, including dividend rights, voting rights, conversion or exchange rights, terms of redemption and liquidation preferences, of each series. The issuance of shares of our preferred stock, or the issuance of rights to purchase shares of preferred stock, could be used to discourage an unsolicited acquisition proposal. In addition, under some circumstances, the issuance of preferred stock could adversely affect the voting power of our common stockholders.

In addition to the purposes described above, these provisions of our certificate of incorporation and bylaws are also intended to increase the bargaining leverage of our board of directors, on behalf of our stockholders, in any

164

future negotiations concerning a potential change of control of our company. Our board of directors has observed that certain tactics that bidders employ in making unsolicited bids for control of a corporation, including hostile tender offers and proxy contests, have become relatively common in modern takeover practice. Our board of directors considers those tactics to be highly disruptive to a corporation and often contrary to the overall best interests of its stockholders. In particular, bidders may use these tactics in conjunction with an attempt to acquire a corporation at an unfairly low price. In some cases, a bidder will make an offer for less than all the outstanding capital stock of the target company, potentially leaving stockholders with the alternatives of partially liquidating their investment at a time that may be disadvantageous to them or retaining an investment in the target company under substantially different management with objectives that may not be the same as the new controlling stockholder. The concentration of control in our company that could result from such an offer could deprive our remaining stockholders of the benefits of listing on the New York Stock Exchange and public reporting under the Exchange Act.

While our board of directors does not intend to foreclose or discourage reasonable merger or acquisition proposals, it believes that value for our stockholders can be enhanced by encouraging would-be acquirers to forego hostile or coercive tender offers and negotiate with the board of directors terms that are fair to all stockholders. Our board of directors believes that the provisions described above will (1) discourage disruptive tactics and takeover attempts at unfair prices or on terms that do not provide all stockholders with the opportunity to sell their stock at a fair price and (2) encourage third parties who may seek to acquire control of our company to initiate such an acquisition through negotiations directly with our board of directors. Our board of directors also believes these provisions will help give it the time necessary to evaluate unsolicited offers, as well as appropriate alternatives, in a manner that assures fair treatment of our stockholders. Our board of directors recognizes that a takeover might in some circumstances be beneficial to some or all of our stockholders, but, nevertheless, believes that the benefits of seeking to protect its ability to negotiate with the proponent of an unfriendly or unsolicited proposal to take over or restructure our company outweigh the disadvantages of discouraging those proposals.

Transfer Agent and Registrar

Computershare Trust Company, N.A. is the transfer agent and registrar for our common stock. Our stockholders can contact the transfer agent and registrar at:

Computershare Trust Company, N.A.

250 Royall Street

Canton, Massachusetts 02021-1011

Telephone: (888) 843-5542 or

(781) 575-4735 (outside the United States, Canada and Puerto Rico)

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INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses including attorneys’ fees, judgments, fines and amounts paid in settlement in connection with various actions, suits or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation, such as a derivative action), if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if they had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of any actions by or in the right of the corporation, except that indemnification only extends to expenses, including attorneys’ fees, incurred in connection with the defense or settlement of such actions, and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation’s certificate of incorporation, bylaws, agreement, a vote of stockholders or disinterested directors or otherwise.

Our bylaws provide that we will indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person or a person for whom such person is the legal representative, is or was a director or officer of us or, while a director or officer of us, is or was serving at our request as a director, officer, manager, partner, member, member representative or other designated legal representative of another corporation or of a partnership, joint venture, limited liability company, trust or other enterprise, including service with respect to employee benefit plans, against all liability and losses suffered and expenses (including attorneys’ fees) incurred by such person in connection with such action, suit or proceeding. Our bylaws also provide that we will pay the expenses incurred by a director or officer in defending any such proceeding in advance of its final disposition, subject to such person providing us with specified undertakings. Notwithstanding the foregoing, our bylaws provide that we shall be required to indemnify or make advances to a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by our board of directors. These rights are not exclusive of any other right that any person may have or may acquire under any statute, provision of our certificate of incorporation, bylaws, agreement, vote of stockholders or disinterested directors or otherwise. No amendment, modification or repeal of those provisions will in any way adversely affect any right or protection under those provisions of any person in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.

Our bylaws also permit us to secure and maintain insurance on behalf of any of our directors, officers, employees or agents and each person who is, or was, serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, limited liability company, trust or other enterprise for any liability asserted against and incurred by such person in any such capacity. We intend to obtain directors’ and officers’ liability insurance providing coverage to our directors and officers.

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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The combined financial statements of the Refining, Marketing and Transportation Business of Marathon Oil Corporation as of December 31, 2010 and 2009 and for each of the three years in the period ended December 31, 2010 included in this information statement have been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report appearing herein.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form 10 under the Exchange Act relating to the common stock being distributed in the spin-off. This information statement forms a part of that registration statement but does not contain all of the information set forth in the registration statement and the exhibits and schedules to the registration statement. For further information relating to us and the shares of our common stock, reference is made to the registration statement, including its exhibits and schedules. Statements made in this information statement relating to any contract or other document are not necessarily complete and you should refer to the exhibits attached to the registration statement for copies of the actual contract or document. You may review a copy of the registration statement, including its exhibits and schedules, at the SEC’s Public Reference Room, located at 100 F Street, NE, Washington, D.C. 20549 or on the SEC’s Web site at http://www.sec.gov. You may obtain a copy of the registration statement from the SEC’s Public Reference Room upon payment of prescribed fees. Please call the SEC at (800) SEC-0330 for further information on the operation of the Public Reference Room.

As a result of the spin-off, we will become subject to the information and reporting requirements of the Exchange Act and, in accordance with the Exchange Act, we will file periodic reports, proxy statements and other information with the SEC. Those periodic reports, proxy statements and other information will be available for inspection and copying at the SEC’s Public Reference Room and the SEC’s Web site at http://www.sec.gov.

We intend to furnish holders of our common stock with annual reports containing financial statements prepared in accordance with U.S. generally accepted accounting principles and audited and reported on, with an opinion expressed, by an independent registered public accounting firm.

We plan to make available free of charge on our Web site, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports as soon as reasonably practicable after we electronically file or furnish such materials to the SEC. All of these documents will be made available free of charge on our Web site, www.MarathonPetroleum.com, and will be provided free of charge to any stockholders requesting a copy by writing to: Marathon Petroleum Corporation, 539 South Main Street, Findlay, Ohio 45840-3229, Attention: Corporate Secretary.

The information on our Web site is not, and shall not be deemed to be, a part of this information statement or incorporated into any other filings we make with the SEC.

No person is authorized to give any information or to make any representations with respect to the matters described in this information statement other than those contained in this information statement or in the documents incorporated by reference in this information statement and, if given or made, such information or representation must not be relied upon as having been authorized by us or Marathon Oil. Neither the delivery of this information statement nor consummation of the spin-off shall, under any circumstances, create any implication that there has been no change in our affairs or those of Marathon Oil since the date of this information statement, or that the information in this information statement is correct as of any time after its date.

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GLOSSARY OF SELECTED TERMS

The following are definitions of some of the terms we use to describe our business in this information statement.

Aliphatic Hydrocarbons—A group of hydrocarbons primarily consumed in the oil-based paint, coating, ink and adhesive industries. Aliphatics are also used for industrial cleaning, dry cleaning, aerosol formulations, lighter fluids and household products.

Anode Grade Coke—Grade of petroleum coke (as defined below) low in metals such as vanadium, nickel and iron.

Aromatics—A group of hydrocarbons derived chiefly from petroleum and coal tar that are used in producing a wide range of consumer products.

Bitumen—A name for various solid and semisolid crude oils.

Blendstocks or blend stocks—Various hydrocarbon streams produced from crude oil, natural gas processing, partially refined products and additives, which when blended together produce finished gasoline and diesel fuel. These blends may include natural gasoline, fuel ethanol, reformed gasoline or butane, among others.

Charge stocks—Various hydrocarbon streams produced from crude oil, natural gas processing, partially refined products and additives, which when processed in refinery units produce finished refined products. Charge stocks include gas oil. See the definition of Feedstocks below.

Coke—A solid material and a by-product of the cracking process. Cokes produced from sour crude oil are high in sulfur and trace metals and are used in fuel applications such as utility boilers. Cokes produced from sweet crude are low in sulfur and are used in applications such as aluminum smelting.

Coking—A refining process for thermally converting and upgrading heavy residual into lighter products and petroleum coke.

Cumene—A colorless, flammable, aromatic hydrocarbon liquid that is processed into other important chemicals, such as phenol and acetone.

Dealer—A business person or entity that operates one or more retail gasoline outlets affiliated with a brand identity.

Diluent—A lighter medium such as synthetic crude oil or natural gas condensates that is use to dilute bitumen to create a heavy crude oil blend that can be transported in pipelines.

Distillates—Liquid hydrocarbons recovered from wet gas by a separator that condenses the liquid out of the gas.

Ethanol—Flammable liquid obtained by fermentation of corn or other starchy or sugary plant materials, used primarily as fuel for vehicles. When denatured with gasoline for fuel blending, ethanol may be referred to as fuel ethanol.

Feedstocks—Hydrocarbon compounds such as gas oil and natural gas that are processed and/or blended to produce an end product.

Fluid Catalytic Cracking—The refining process under which heavy molecular weight hydrocarbons are broken up into light hydrocarbon molecules through the use of a catalytic agent to increase the yield of gasoline from crude oil. Fluid catalytic cracking uses a catalyst in the form of very fine particles, which behave as a fluid when aerated with a vapor.

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Gathering Line—A pipeline that transports oil or gas from a central point of production to a transmission line or mainline.

Heavy Crude Oil—Crude oil with an American Petroleum Institute gravity of 24 degrees or less. Heavy crude oil is generally sold at a discount to lighter crude oils.

Heavy Fuel Oil—A product of crude oil with a complex mixture of high molecular weight hydrocarbons produced from high temperature treatment of heavy petroleum fractions primarily used in the utility and ship bunkering industries.

Independent Retailer—A business person who operates multiple retail motor fuel outlets.

Jobber—A business person or entity that does not carry out refining operations but purchases refined products and resells them to other jobbers, dealers or other gas station or convenience store customers. Jobbers often supply retail outlets which they own or operate.

Mbpd—Thousand barrels per day.

Mmbpd—Million barrels per day.

Naphtha—A by-product of crude oil refining which is used as a gasoline blending and/or feedstock component.

Petroleum Pitch—A residue from heat treatment and distillation of petroleum fractions. Petroleum pitch is used in the manufacture of carbon products like graphite electrodes, carbon anodes, sealers and coatings, driveway sealers, carbon/carbon composite products and carbon fibers. It is also used as a binder for other industries such as refractory applications, building materials and clay pigeons used for target shooting.

Propylene—A chemical substance derived mainly as a co-product with ethylene through the cracking process of gas oil or naphtha and used primarily in the manufacture of plastics.

Slack Wax—An unrefined mixture of high-melting hydrocarbons obtained from a solvent dewaxing process from high boiling distillates or residual oils.

Slurry—A heavy oil produced in the catalytic cracking process. Slurry oil is normally sold as a heavy industrial fuel or recycled back into the oil refining process to make other refined products such as diesel.

Sour Crude Oil—A crude oil that is relatively high in sulfur content, which requires additional processing to remove the sulfur.

Sweet Crude Oil—A crude oil that is relatively low in sulfur content.

Throughput—The actual quantity of crude oil and other product processed at a unit or refinery, typically expressed in barrels per day.

Throughput Capacity—The potential or design capacity of crude oil that can be processed through a unit or a refinery, typically expressed in barrels per day.

Toluene—A colorless, flammable, hydrocarbon liquid that is primarily used in paints and coatings, printing inks, adhesives and flexible foams. Toluene is also widely used as a gasoline blendstock to increase octane.

Vacuum Distillation—Distillation under reduced pressure which lowers the boiling temperature of crude oils in order to distill crude oil components that have high boiling points.

Xylene—A colorless, flammable, hydrocarbon liquid that is primarily sold as an intermediate chemical feedstock that is processed into plastics. Xylene can also be found in paints and coatings, printing inks, adhesives and flexible foams.

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Financial Statements and Supplementary Data

Index

	Page
Combined financial statements for the Refining, Marketing & Transportation Business of Marathon Oil Corporation as of December 31, 2010 and 2009 and for the years ended December 31, 2010, 2009 and 2008:
Report of Independent Registered Public Accounting Firm		F-2
Audited Combined Financial Statements:
Combined Statements of Income		F-3
Combined Balance Sheets		F-4
Combined Statements of Cash Flows		F-5
Combined Statements of Net Investment		F-6
Notes to Combined Financial Statements		F-7
Supplemental Statistics (Unaudited)		F-42
Combined financial statements for the Refining, Marketing & Transportation Business of Marathon Oil Corporation as of March 31, 2011 and December 31, 2010 and for the three months ended March 31, 2011 and 2010
Combined Statements of Income (Unaudited)		F-44
Combined Balance Sheets (Unaudited)		F-45
Combined Statements of Cash Flows (Unaudited)		F-46
Combined Statements of Net Investment (Unaudited)		F-47
Notes to Combined Financial Statements (Unaudited)		F-48
Supplemental Statistics (Unaudited)		F-64

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors of Marathon Petroleum Corporation:

In our opinion, the accompanying combined balance sheets and the related combined statements of income, cash flows and net investment present fairly, in all material respects, the financial position of the Refining, Marketing & Transportation Business of Marathon Oil Corporation and its subsidiaries (the “Company”) at December 31, 2010 and 2009, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2010, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Houston, Texas

March 29, 2011

F-2

Refining, Marketing & Transportation Business of Marathon Oil Corporation

Combined Statements of Income

(In millions)	2010			2009			2008
Revenues and other income:
Sales and other operating revenues (including consumer excise taxes)	$	62,387		$	45,461		$	62,895
Sales to related parties		100			69			2,044
Income from equity method investments		70			30			121
Net gain on disposal of assets		11			4			152
Other income		37			75			46
Total revenues and other income		62,605			45,639			65,258
Costs and expenses:
Cost of revenues (excludes items below)		51,685			37,003			54,648
Purchases from related parties		2,593			1,317			1,879
Consumer excise taxes		5,208			4,924			5,065
Depreciation and amortization		941			670			606
Selling, general and administrative expenses		920			842			961
Other taxes		247			229			244
Total costs and expenses		61,594			44,985			63,403
Income from operations		1,011			654			1,855
Related party net interest and other financial income		24			45			26
Net interest and other financial income (costs)		(12	)		(14	)		4
Income before income taxes		1,023			685			1,885
Provision for income taxes		400			236			670
Net income	$	623		$	449		$	1,215

The accompanying notes are an integral part of these combined financial statements.

F-3

Refining, Marketing & Transportation Business of Marathon Oil Corporation

Combined Balance Sheets

	December 31,
(In millions)	2010			2009
Assets
Current assets:
Cash and cash equivalents	$	118		$	128
Related party debt securities		2,404			864
Receivables, less allowance for doubtful accounts of $4 and $14		4,393			3,526
Receivables from related parties		5			17
Inventories		3,071			3,324
Other current assets		65			41
Total current assets		10,056			7,900
Equity method investments		312			365
Property, plant and equipment, net		11,724			11,897
Goodwill		837			872
Other noncurrent assets		303			220
Total assets	$	23,232		$	21,254
Liabilities
Current liabilities:
Accounts payable	$	6,453		$	5,507
Payables to related parties		341			190
Payroll and benefits payable		266			243
Consumer excise taxes payable		286			292
Deferred income taxes		440			265
Long-term debt payable within one year to parent company and subsidiaries		655			—
Long-term debt due within one year		11			11
Other current liabilities		168			129
Total current liabilities		8,620			6,637
Long-term debt payable to parent company and subsidiaries		2,963			2,358
Long-term debt		268			243
Deferred income taxes		1,367			1,251
Defined benefit postretirement plan obligations		1,493			1,361
Deferred credits and other liabilities		277			232
Total liabilities		14,988			12,082
Commitments and contingencies
Net investment
Net investment		8,867			9,692
Accumulated other comprehensive loss		(623	)		(520	)
Total net investment		8,244			9,172
Total liabilities and net investment	$	23,232		$	21,254

The accompanying notes are an integral part of these combined financial statements.

F-4

Refining, Marketing & Transportation Business of Marathon Oil Corporation

Combined Statements of Cash Flows

(In millions)	2010			2009			2008
Increase (decrease) in cash and cash equivalents
Operating activities:
Net income	$	623		$	449		$	1,215
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		941			670			606
Pension and other postretirement benefits, net		13			(100	)		98
Deferred income taxes		308			225			(123	)
Net gain on disposal of assets		(11	)		(4	)		(152	)
Equity method investments, net		(34	)		8			38
Changes in the fair value of derivative instruments		(16	)		59			94
Changes in:
Current receivables		(762	)		(1,448	)		1,968
Inventories		(76	)		(22	)		(198	)
Current accounts payable and accrued liabilities		1,001			2,485			(2,919	)
Receivables from / payables to related parties		163			111			(62	)
All other, net		67			22			119
Net cash provided by operating activities		2,217			2,455			684
Investing activities:
Additions to property, plant and equipment		(1,217	)		(2,891	)		(2,787	)
Disposal of assets		763			53			669
Investments in related party debt securities – purchases		(9,709	)		(16,755	)		(8,545	)
– redemptions		8,019			16,915			8,064
Investments – loans and advances		(45	)		(23	)		(91	)
– repayments of loans and return of capital		44			35			84
All other, net		—			22			(1	)
Net cash used in investing activities		(2,145	)		(2,644	)		(2,607	)
Financing activities:
Long-term debt payable to parent company and subsidiaries – borrowings		18,804			15			17,577
– repayments		(17,544	)		—			(15,515	)
Long-term debt – repayments		(12	)		(13	)		(4	)
Contributions from (distributions to) parent company		(1,330	)		207			(151	)
Net cash provided by (used in) financing activities		(82	)		209			1,907
Net increase (decrease) in cash and cash equivalents		(10	)		20			(16	)
Cash and cash equivalents at beginning of year		128			108			124
Cash and cash equivalents at end of year	$	118		$	128		$	108

The accompanying notes are an integral part of these combined financial statements.

F-5

Refining, Marketing & Transportation Business of Marathon Oil Corporation

Combined Statements of Net Investment

(In millions)	2010			2009			2008
Net investment
Balance at beginning of year	$	9,692		$	9,194		$	8,011
Net income		623			449			1,215
Contributions from (distributions to) parent company		(1,448	)		49			(32	)
Balance at end of year		8,867			9,692			9,194
Accumulated other comprehensive loss
Defined benefit postretirement and post-employment plans:
Balance at beginning of year		(526	)		(264	)		(90	)
Actuarial losses, net of tax		(108	)		(267	)		(176	)
Prior service costs, net of tax		5			5			2
Balance at end of year		(629	)		(526	)		(264	)
Other:
Balance at beginning of year		6			6			19
Changes during year, net of tax		—			—			(13	)
Balance at end of year		6			6			6
Total at end of year		(623	)		(520	)		(258	)
Total net investment	$	8,244		$	9,172		$	8,936
Comprehensive income
Net income	$	623		$	449		$	1,215
Defined benefit postretirement and post-employment plans:
Actuarial losses, net of tax of $20, $168 and $111		(108	)		(267	)		(176	)
Prior service costs, net of tax of ($3), ($3) and ($2)		5			5			2
Other:
Changes during year, net of tax of $0, $0 and $8		—			—			(13	)
Comprehensive income	$	520		$	187		$	1,028

The accompanying notes are an integral part of these combined financial statements.

F-6

Notes to Combined Financial Statements

1. Spin-off, Description of the Business and Basis of Presentation

Spin-off – On January 13, 2011, Marathon Oil Corporation (“Marathon Oil”) announced that its board of directors had approved moving forward with plans to separate its Refining, Marketing & Transportation Businesses (“RM&T Business”) into an independent publicly traded company, Marathon Petroleum Corporation (“MPC”), through a spin-off that is expected to be completed in accordance with a separation and distribution agreement between Marathon Oil and MPC (the “Spin-Off”). The Spin-Off is generally intended to be a tax free event to the stockholders and to Marathon Oil and MPC. Marathon Oil intends to distribute, on a pro rata basis, shares of MPC common stock to the Marathon Oil stockholders as of the record date for the Spin-Off. Upon completion of the Spin-Off, Marathon Oil and MPC will each be independent and have separate public ownership, boards of directors and management. The Spin-Off is subject to final approval by Marathon Oil’s board of directors, which approval is subject to, among other things, receipt of a private letter ruling from the Internal Revenue Service and an opinion of tax counsel, in each case with respect to the tax-free nature of the Spin-Off. MPC was incorporated in Delaware as a wholly owned subsidiary of Marathon Oil on November 9, 2009.

Unless otherwise stated or the context otherwise indicates, all references in these combined financial statements to “us,” “our” or “we” mean the RM&T Business. All subsidiaries and equity method investments not contributed by Marathon Oil to MPC will remain with Marathon Oil and, together with Marathon Oil, are referred to as the “Marathon Oil Companies.”

Description of the Business – Our business consists of refining, wholesale marketing, retail marketing and pipeline transportation operations conducted primarily in the Midwest, Gulf Coast and southeastern regions of the United States, through subsidiaries, including Marathon Petroleum Company LP, Speedway LLC and Marathon Pipe Line LLC. Until October 8, 2008, we also had a 50 percent ownership interest in Pilot Travel Centers LLC (“PTC”), the operator of a nationwide network of travel centers. Until December 1, 2010, we also had operations in the Upper Great Plains region of the United States.

See Note 7 for additional information about our operations.

Basis of Presentation – The accompanying combined financial statements were prepared in connection with the Spin-Off and reflect the combined historical results of operations, financial position and cash flows of the Marathon Oil subsidiaries that operate its RM&T Business, as described above, as if such businesses had been combined for all periods presented. All significant intercompany transactions and accounts within the RM&T Business have been eliminated. The assets and liabilities in these combined financial statements have been reflected on a historical basis, as immediately prior to the Spin-Off all of the assets and liabilities presented are wholly owned by Marathon Oil and are being transferred within the Marathon Oil consolidated group. The combined statements of income also include expense allocations for certain corporate functions historically performed by the Marathon Oil Companies, including allocations of general corporate expenses related to executive oversight, accounting, treasury, tax, legal, procurement and information technology. These allocations are based primarily on specific identification, headcount or computer utilization. Our management believes the assumptions underlying the combined financial statements, including the assumptions regarding allocating general corporate expenses from the Marathon Oil Companies, are reasonable. However, these combined financial statements may not include all of the actual expenses that would have been incurred had we been a stand-alone company during the periods presented and may not reflect our combined results of operations, financial position and cash flows had we been a stand-alone company during the periods presented. Actual costs that would have been incurred if we had been a stand-alone company would depend upon multiple factors, including organizational structure and strategic decisions made in various areas, including information technology and infrastructure.

Events and transactions subsequent to the balance sheet date have been evaluated through March 29, 2011, the date these combined financial statements were issued, for potential recognition or disclosure in the combined financial statements.

F-7

2. Summary of Principal Accounting Policies

Equity method investments – Investments in entities over which we have significant influence, but not control, are accounted for using the equity method of accounting. This includes entities in which we hold majority ownership but the minority shareholders have substantive participating rights in the investee. Income from equity method investments represents our proportionate share of net income generated by the equity method investees.

Equity method investments are carried at our share of net assets plus loans and advances. Such investments are assessed for impairment whenever changes in the facts and circumstances indicate a loss in value has occurred, if the loss is deemed to be other than temporary. When the loss is deemed to be other than temporary, the carrying value of the equity method investment is written down to fair value, and the amount of the write-down is included in net income. Differences in the basis of the investments and the separate net asset values of the investees, if any, are amortized into net income over the remaining useful lives of the underlying assets, except for the excess related to goodwill.

Use of estimates – The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the combined financial statements and the reported amounts of revenues and expenses during the respective reporting periods.

Revenue recognition – Revenues are recognized when products are shipped or services are provided to customers, title is transferred, the sales price is fixed or determinable and collectability is reasonably assured. Costs associated with revenues are recorded in cost of revenues. Shipping and other transportation costs billed to customers are presented on a gross basis in revenues and cost of revenues.

Rebates from vendors are recognized as a reduction of cost of revenues when the initiating transaction occurs. Incentives that are derived from contractual provisions are accrued based on past experience and recognized in cost of revenues.

Crude oil and refined product exchanges and matching buy/sell transactions – We enter into exchange contracts and matching buy/sell arrangements whereby we agree to deliver a particular quantity and quality of crude oil or refined products at a specified location and date to a particular counterparty and to receive from the same counterparty the same commodity at a specified location on the same or another specified date. The exchange receipts and deliveries are nonmonetary transactions, with the exception of associated grade or location differentials that are settled in cash. The matching buy/sell purchase and sale transactions are settled in cash. Both exchange and matching buy/sell transactions are accounted for as exchanges of inventory and no revenues are recorded. The exchange transactions are recognized at the carrying amount of the inventory transferred.

Consumer excise taxes – We are required by various governmental authorities, including countries, states and municipalities, to collect and remit taxes on certain consumer products. Such taxes are presented on a gross basis in revenues and costs and expenses in the combined statements of income.

Cash and cash equivalents – Cash and cash equivalents include cash on hand and on deposit and investments in highly liquid debt instruments with maturities generally of three months or less.

Accounts receivable and allowance for doubtful accounts – Our receivables primarily consist of customer accounts receivable, including proprietary credit card receivables. The allowance for doubtful accounts is the best estimate of the amount of probable credit losses in our proprietary credit card receivables. We determine the allowance based on historical write-off experience and the volume of proprietary credit card sales. We review the allowance quarterly and past-due balances over 180 days are reviewed individually for collectability. All other customer receivables are recorded at the invoiced amounts and generally do not bear interest. Account balances for these customer receivables are charged directly to bad debt expense when it becomes probable the receivable will not be collected.

F-8

Approximately 48 percent and 52 percent of our accounts receivable balances at December 31, 2010 and 2009 are related to sales of crude oil or refinery feedstocks to customers with whom we have master netting agreements. We have master netting agreements with more than 70 companies engaged in the crude oil or refinery feedstock trading and supply business or the petroleum refining industry. A master netting agreement generally provides for a once per month net cash settlement of the accounts receivable from and the accounts payable to a particular counterparty.

Inventories – Inventories are carried at the lower of cost or market value. Cost of inventories is determined primarily under the last-in, first-out (“LIFO”) method.

Derivative instruments – We may use derivatives to manage a portion of our exposure to commodity price risk. We also have limited authority to use selective derivative instruments that assume market risk. All derivative instruments are recorded at fair value. Commodity derivatives are reflected on the combined balance sheet on a net basis by brokerage firm, as they are governed by master netting agreements. Cash flows related to derivatives used to manage commodity price risk are classified in operating activities with the underlying transactions.

Derivatives are not designated as hedges and may include commodity derivatives used to manage price risk on (1) inventories, (2) fixed price sales of refined products, (3) the acquisition of foreign-sourced crude oil and (4) the acquisition of ethanol for blending with refined products. Changes in the fair value of derivatives are recognized immediately in net income.

Our derivative instruments contain no significant contingent credit features.

All of our financial instruments, including derivatives, involve elements of credit and market risk. The most significant portion of our credit risk relates to nonperformance by counterparties. The counterparties to our financial instruments consist primarily of major financial institutions and companies within the energy industry. To manage counterparty risk associated with financial instruments, we select and monitor counterparties based on an assessment of their financial strength and on credit ratings, if available. Additionally, we limit the level of exposure with any single counterparty.

Property, plant and equipment – Property, plant and equipment are recorded at cost and depreciated on a straight-line basis over the estimated useful lives of the assets, which range from 4 to 42 years. Such assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the expected undiscounted future cash flows from the use of the asset and its eventual disposition is less than the carrying amount of the asset, an impairment loss is recognized based on the fair value of the asset.

When items of property, plant and equipment depreciated on an individual basis are sold or otherwise disposed of, any gains or losses are reported in net income. Gains on the disposal of property, plant and equipment are recognized when earned, which is generally at the time of closing. If a loss on disposal is expected, such losses are recognized when the assets are classified as held for sale. Proceeds from the disposal of property, plant and equipment depreciated on a group basis are credited to accumulated depreciation and amortization with no immediate effect on net income.

Goodwill – Goodwill represents the excess of the purchase price over the estimated fair value of the net assets acquired in the acquisition of a business. Goodwill is not amortized, but rather is tested for impairment annually and when events or changes in circumstances indicate that the fair value of a reporting unit with goodwill has been reduced below carrying value. The impairment test requires allocating goodwill and other assets and liabilities to reporting units. The fair value of each reporting unit is determined and compared to the book value of the reporting unit. If the fair value of the reporting unit is less than the book value, including goodwill, then the recorded goodwill is impaired to its implied fair value with a charge to operating expense.

F-9

Major maintenance activities – Costs for planned major maintenance activities are expensed in the period incurred. These types of costs include contractor repair services, materials and supplies, equipment rentals and our labor costs.

Environmental costs – Environmental expenditures are capitalized if the costs mitigate or prevent future contamination or if the costs improve environmental safety or efficiency of the existing assets. We provide for remediation costs and penalties when the responsibility to remediate is probable and the amount of associated costs can be reasonably estimated. The timing of remediation accruals coincides with completion of a feasibility study or the commitment to a formal plan of action. Remediation liabilities are accrued based on estimates of known environmental exposure and are discounted when the estimated amounts are reasonably fixed and determinable. If recoveries of remediation costs from third parties are probable, a receivable is recorded and is discounted when the estimated amount is reasonably fixed and determinable.

Asset retirement obligations – The fair value of asset retirement obligations is recognized in the period in which the obligations are incurred if a reasonable estimate of fair value can be made. Conditional asset retirement obligations for removal and disposal of fire-retardant material from certain refining facilities have been recognized. The amounts recorded for such obligations are based on the most probable current cost projections. Asset retirement obligations have not been recognized for the removal of materials and equipment from or the closure of certain refinery, pipeline and marketing assets because the fair value cannot be reasonably estimated since the settlement dates of the obligations are indeterminate. The recorded asset retirement obligations are not material to the combined financial statements.

Income taxes – Our taxable income was historically included in the consolidated U.S. federal income tax returns of Marathon Oil and in a number of consolidated state income tax returns. In the accompanying combined financial statements, our provision for income taxes is computed as if we were a stand-alone tax-paying entity.

Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their tax bases. Deferred tax assets are recorded when it is more likely than not that they will be realized. The realization of deferred tax assets is assessed periodically based on several factors, primarily our expectation to generate sufficient future taxable income.

Stock-based compensation arrangements – The fair value of Marathon Oil stock options and stock-settled stock appreciation rights (collectively, “stock option awards”) granted to our employees is estimated on the date of grant using the Black-Scholes option pricing model. The model employs various assumptions, based on Marathon Oil management’s estimates at the time of grant, which impact the calculation of fair value and ultimately, the amount of expense that is recognized over the life of the stock option award. Of the required assumptions, the expected life of the stock option award and the expected volatility of Marathon Oil’s stock price have the most significant impact on the fair value calculation. Marathon Oil’s management has utilized historical data and analyzed current information that reasonably supports these assumptions.

The fair value of Marathon Oil’s restricted stock awards granted to our employees is determined based on the fair market value of Marathon Oil common stock on the date of grant.

Our stock-based compensation expense is recognized based on Marathon Oil management’s estimate of the awards that are expected to vest, using the straight-line attribution method for all service-based awards with a graded vesting feature. If actual forfeiture results are different than expected, adjustments to recognized compensation expense may be required in future periods. Compensation expense is recognized over the vesting period and is adjusted if conditions of the award are not met. We record Marathon Oil stock-based compensation expense as non-cash capital contributions.

F-10

3. Accounting Standards

Recently Adopted

Variable interest accounting standards were amended by the Financial Accounting Standards Board (“FASB”) in June 2009. The new accounting standards replace the quantitative-based risks and rewards calculation for determining which enterprise has a controlling financial interest in a variable interest entity with an approach focused on identifying which enterprise has the power to direct the activities of a variable interest entity. In addition, the concept of qualifying special-purpose entities has been eliminated. Ongoing assessments of whether an enterprise is the primary beneficiary of a variable interest entity are also required. The amended variable interest accounting standards require reconsideration for determining whether an entity is a variable interest entity when changes in facts and circumstances occur such that the holders of the equity investment at risk, as a group, lack the power from voting rights or similar rights to direct the activities of the entity. Enhanced disclosures are required for any enterprise that holds a variable interest in a variable interest entity. Prospective application of these standards in the first quarter of 2010 did not have a significant impact on our combined results of operations, financial position or cash flows. The required disclosures are presented in Note 6.

A standard to improve disclosures about fair value measurements was issued by the FASB in January 2010. The additional disclosures required include: (1) the different classes of assets and liabilities measured at fair value, (2) the significant inputs and techniques used to measure Level 2 and Level 3 assets and liabilities for both recurring and nonrecurring fair value measurements, (3) the gross presentation of purchases, sales, issuances and settlements for the rollforward of Level 3 activity and (4) the transfers in and out of Levels 1 and 2. We adopted all aspects of this standard in the first quarter of 2010. This adoption did not have a significant impact on our combined results of operations, financial position or cash flows. The required disclosures are presented in Note 15.

Measuring liabilities at fair value, a FASB accounting standards update, was issued in August 2009. This update provides clarification for circumstances in which a quoted price in an active market for an identical liability is not available. In such circumstances, an entity is required to measure fair value using (1) the quoted price of the identical liability when traded as an asset (2) quoted prices for similar liabilities or similar liabilities when traded as assets or (3) another valuation technique consistent with the fair value measurement principles such as an income approach or a market approach. The update for measuring liabilities at fair value was effective for the third quarter of 2009. Adoption did not have an impact on our combined results of operations, financial position or cash flows.

Interim disclosures about fair value of financial instruments were expanded by the FASB in April 2009. Disclosures about fair value of financial instruments are now required in interim reporting periods for publicly traded companies. This change was effective for the second quarter of 2009 and did not require disclosures for earlier periods presented for comparative purposes. Adoption did not have an impact on our combined results of operations, financial position or cash flows. The required disclosures are presented in Note 15.

Disclosure requirements for derivative instruments and hedging activities were expanded by the FASB in March 2008 to provide information regarding (1) how and why an entity uses derivative instruments, (2) how derivative instruments and related hedged items are accounted for and (3) how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. Requirements include qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts and gains and losses on derivative instruments and disclosures about credit-risk-related contingent features in derivative agreements. The amendments were effective January 1, 2009 and encouraged, but did not require, disclosures for earlier periods presented for comparative purposes at initial adoption. The required disclosures appear in Note 16.

Accounting for business combinations was revised by the FASB in December 2007. This significantly changes the accounting for business combinations. An acquiring entity is required to recognize all the assets acquired,

F-11

liabilities assumed and any noncontrolling interest in the acquiree at their acquisition-date fair value, with limited exceptions. The definition of a business is expanded and is expected to be applicable to more transactions. In addition, there are changes in the accounting treatment for changes in control, step acquisitions, transaction costs, acquired contingent liabilities, in-process research and development, restructuring costs, changes in deferred tax asset valuation allowances as a result of a business combination and changes in income tax uncertainties after the acquisition date. Accounting for changes in valuation allowances for acquired deferred tax assets and the resolution of uncertain tax positions for prior business combinations will impact tax expense instead of impacting recorded goodwill. Additional disclosures are also required. In April 2009, the FASB issued guidance for accounting for assets acquired and liabilities assumed in a business combination that arise from contingencies. Both the December 2007 revision and the April 2009 guidance were effective on January 1, 2009 for all new business combinations. Because we had no business combinations in progress at January 1, 2009 and no significant business combinations completed since then, adoption did not have a significant impact on our combined results of operations, financial position or cash flows.

Accounting and reporting standards for fair value measurements were issued in September 2006 by the FASB. The standards define fair value, establish a framework for measuring fair value in generally accepted accounting principles and expand disclosures about fair value measurements. The standards do not require any new fair value measurements but may require some entities to change their measurement practices. We adopted these standards effective January 1, 2008 with respect to financial assets and liabilities and effective January 1, 2009 with respect to nonfinancial assets and liabilities. Adoption did not have a significant impact on our combined results of operations, financial position or cash flows.

An employer’s disclosures about plan assets of defined benefit pension or other postretirement plans were expanded in December 2008 by the FASB. Additional disclosures about investment policies and strategies, the reporting of fair value by asset category and other information about fair value measurements is required. This was effective January 1, 2009 and early application was permitted. These additional disclosures are presented in Note 18.

4. Related Party Transactions

During 2010, 2009 and 2008 our related parties included:

• Marathon Oil Companies.

• The Andersons Clymers Ethanol LLC (“TACE”), in which we have a 35 percent interest, and The Andersons Marathon Ethanol LLC (“TAME”), in which we have a 50 percent interest. These companies each own an ethanol production facility.

• Centennial Pipeline LLC (“Centennial”), in which we have a 50 percent interest. Centennial operates a refined products pipeline and storage facility.

• LOOP LLC (“LOOP”), in which we have a 51 percent noncontrolling interest. LOOP operates an offshore oil port.

• Pilot Travel Centers LLC (“PTC”), in which we held a 50 percent interest until October 2008. PTC owns and operates travel centers primarily in the United States.

• Other equity method investees.

We believe that transactions with related parties, other than certain transactions with Marathon Oil related to the provision of administrative services, were conducted on terms comparable to those with unrelated parties. See below for a description of transactions with the Marathon Oil Companies.

F-12

Revenues from related parties were as follows:

(In millions)	2010		2009		2008
Equity method investees:
PTC	$	—	$	—	$	1,789
Centennial		54		34		31
Other equity method investees		7		4		7
Marathon Oil Companies		39		31		217
Total	$	100	$	69	$	2,044

Related party sales to PTC and Centennial consist primarily of petroleum products. Related party sales to the Marathon Oil Companies consist primarily of crude oil and are based on contractual prices that are market-based.

Purchases from related parties were as follows:

(In millions)	2010		2009		2008
Equity method investees:
Centennial	$	72	$	58	$	61
LOOP		35		40		35
TAME		109		99		99
TACE		34		44		89
Other equity method investees		56		46		37
Marathon Oil Companies		2,287		1,030		1,558
Total	$	2,593	$	1,317	$	1,879

Related party purchases from Centennial consist primarily of refinery feedstocks and refined product transportation costs. Related party purchases from LOOP and other equity method investees consist primarily of crude oil transportation costs. Related party purchases from TAME and TACE consist of ethanol. Related party purchases from the Marathon Oil Companies consist primarily of crude oil and natural gas, which are recorded at contracted prices that are market-based.

The Marathon Oil Companies perform certain services for us such as executive oversight, accounting, treasury, tax, legal, procurement and information technology services. In 2008, we also participated in certain Marathon Oil Companies’ insurance, benefit and incentive plans. We also provide certain services to the Marathon Oil Companies, such as legal, human resources and tax services. The two groups of companies charge each other for these shared services based on a rate that is negotiated between them. Where costs incurred by the Marathon Oil Companies on our behalf could not practically be determined by specific utilization, these costs were primarily allocated to us based on headcount or computer utilization. Our management believes these allocations are a reasonable reflection of the utilization of services provided. However, these allocations may not fully reflect the expenses that would have been incurred had we been a stand-alone company during the periods presented. Net charges from the Marathon Oil Companies for these services reflected within selling, general and administrative expenses in the combined statements of income were $43 million, $30 million and $49 million for 2010, 2009 and 2008.

Current receivables from related parties were as follows:

	December 31,
(In millions)	2010		2009
Equity method investees	$	1	$	1
Marathon Oil Companies		4		16
Total	$	5	$	17

F-13

Payables to related parties were as follows:

	December 31,
(In millions)	2010		2009
Equity method investees:
LOOP	$	3	$	17
TAME		5		7
TACE		1		2
Other equity method investees		3		3
Marathon Oil Companies		329		161
Total	$	341	$	190

On July 18, 2007, we entered into a credit agreement with MOC Portfolio Delaware, Inc. (“PFD”), a subsidiary of Marathon Oil, providing for a $2.9 billion revolving credit facility which was scheduled to terminate on May 4, 2012. On October 28, 2010, we amended the credit agreement with PFD to increase the total amount available to $4.4 billion and extend the scheduled termination date to November 1, 2013. During 2010, we borrowed $18,804 million and repaid $17,544 million under this credit facility. There was no activity under this credit agreement during 2009. During 2008, we borrowed $16,826 million and repaid $15,515 million under this credit facility. The outstanding balance was $2,571 million at December 31, 2010 and $1,311 million as of December 31, 2009. At December 31, 2010, $655 million of the outstanding balance is classified as current since it is expected to be repaid prior to the Spin-Off. For U.S. Dollar loans under this credit facility, the interest rate is the higher of the prime rate or the sum of 0.5 percent, plus the federal funds rate. For Euro Dollar loans under this credit facility, the interest rate is based on LIBOR plus a margin ranging from 0.25 percent to 1.125 percent. The margin varies based on our usage and credit rating.

On July 18, 2007, we entered into a $1.1 billion revenue bonds proceeds subsidiary loan agreement with Marathon Oil to finance a portion of our Garyville, Louisiana refinery major expansion project. Proceeds from the bonds were disbursed by Marathon Oil to us upon our request for reimbursement of expenditures related to the expansion. During 2009 and 2008, we borrowed $15 million and $751 million under this agreement. There were no borrowings in 2010. The outstanding balance was $1,047 million as of December 31, 2010 and 2009. The loan is scheduled to become due on June 1, 2037, or such earlier date as Marathon Oil’s revenue bonds become due and payable. The loan bears an interest rate of 5.125 percent annually.

At December 31, 2010, $2,963 million of the debt payable to Marathon Oil and PFD that was expected to be repaid prior to the Spin-Off was classified as non-current since we intended to refinance the obligations on a long-term basis. Replacement long-term debt was issued on February 1, 2011. See Note 22.

In 2005, we entered into agreements with PFD to invest our excess cash. Such investments consist of shares of PFD Redeemable Class A, Series 1 Preferred Stock (“PFD Preferred Stock”). We have the right to redeem all or any portion of the PFD Preferred Stock on any business day at $2,000 per share. Dividends on PFD Preferred Stock are declared and settled daily. At December 31, 2010 and 2009, our investments in PFD Preferred Stock totaled $2,404 million and $864 million. Our investments in PFD Preferred Stock are accounted for as available-for-sale debt securities. See Note 9.

Related party net interest and other financial income was as follows:

(In millions)	2010			2009			2008
Dividend income:
PFD Preferred Stock	$	24		$	45		$	26
Interest expense:
PFD revolving credit agreement		12			10			23
Marathon Oil loan agreement		54			54			28
Interest capitalized		(66	)		(64	)		(51	)
Net interest expense		—			—			—
Related party net interest and other financial income	$	24		$	45		$	26

F-14

We also recorded property, plant and equipment additions related to capitalized interest incurred by Marathon Oil on our behalf of $20 million, $158 million and $64 million in 2010, 2009 and 2008, which were reflected as contributions from parent company.

Certain asset or liability transfers between Marathon Oil and the RM&T Business and certain expenses, such as stock-based compensation, incurred by Marathon Oil on behalf of the RM&T Business have been recorded as non-cash capital contributions. The non-cash capital contributions from (distributions to) Marathon Oil were ($118 million), ($158 million) and $119 million in 2010, 2009 and 2008.

5. Dispositions

Minnesota Assets – On December 1, 2010, we completed the sale of most of our Minnesota assets. These assets included the 74,000 barrel-per-day St. Paul Park refinery and associated terminals, 166 SuperAmerica^®-branded convenience stores (including six stores in Wisconsin), along with the SuperMom’s^® bakery (a baked goods supply operation) and certain associated trademarks, SuperAmerica Franchising LLC, interests in pipeline assets in Minnesota and associated inventories. The refinery and terminal assets were part of our Refining & Marketing segment, the convenience stores and bakery were part of our Speedway segment, and the interests in pipeline assets were part of our Pipeline Transportation segment. This transaction value was approximately $935 million, which included approximately $330 million for inventories. We received $740 million in cash, net of closing costs, but prior to post-closing adjustments. The terms of the sale included (1) a preferred stock interest in the entity that holds the Minnesota assets with a stated value of $80 million, (2) a maximum $125 million earnout provision payable to us over eight years, (3) a maximum $60 million of margin support payable to the buyer over two years, up to a maximum of $30 million per year, (4) a receivable from the buyer of $107 million payable in the first quarter of 2011, and (5) guarantees with a maximum exposure of $11 million made by us on behalf of and to the buyer related to a limited number of convenience store sites. As a result of this continuing involvement, the related gain on sale of $89 million was deferred. The timing and amount of deferred gain ultimately recognized in the income statement is subject to the resolution of our continuing involvement.

We will provide transition services for a period of twelve months, that can be renewed for up to an additional six months at the buyer’s option. The buyer can cancel the transition services arrangement at any time with minimal notice. Although we are providing personnel to operate and maintain these Minnesota assets, the buyer is providing management and operational strategy for the business.

Pilot Travel Centers – On October 8, 2008, we completed the sale of our 50 percent equity method investment in PTC. Sale proceeds were $625 million and the pretax gain on the sale was $126 million. Immediately preceding the sale, we received a $75 million partial redemption of our ownership interest from PTC that was accounted for as a return of investment. This investment was not included in any of our operating segments.

6. Variable Interest Entity

In December 2010, we closed the sale of most of our Minnesota assets, plus related inventories. Certain terms of the transaction resulted in the creation of variable interests in a variable interest entity (“VIE”) that owns the Minnesota assets. These variable interests include our ownership of a preferred equity interest in the VIE, operating margin support in the form of a capped liquidity guarantee and reimbursements to us for costs incurred in connection with transition services provided to the buyer. Our preferred equity interest in this VIE was reflected at $80 million in other noncurrent assets on our combined balance sheet as of December 31, 2010. At December 31, 2010, there is an additional $107 million receivable due from the buyer in the first quarter of 2011, related to a portion of the inventories sold. See Note 5.

We are not the primary beneficiary of this VIE and, therefore, do not consolidate it; we lack the power to control or direct the activities that impact the VIE’s operations and economic performance. Our preferred equity interest

F-15

does not allow us to appoint a majority of the Board of Managers and limits our ability to vote on only certain matters. Also, individually and cumulatively, none of our variable interests expose us to residual returns or expected losses that are significant to the VIE.

Our maximum exposure to loss due to this VIE is $258 million. Our maximum exposure to loss was quantified based on contractual arrangements related to the sale. We did not provide any financial assistance to the buyer outside of our contractual arrangements related to the sale. See Note 5 for information related to each individual variable interest.

7. Segment Information

We have three reportable operating segments: Refining & Marketing; Speedway; and Pipeline Transportation. Each of these segments is organized and managed based upon the nature of the products and services they offer.

• Refining & Marketing – refines crude oil and other feedstocks at our refineries in the Gulf Coast and Midwest regions of the United States and distributes refined products through various means, including barges, terminals and trucks that we own or operate. We sell refined products to wholesale marketing customers domestically and internationally, to buyers on the spot market, to our Speedway segment and to dealers and jobbers who operate Marathon^®-branded retail outlets;

• Speedway – sells transportation fuels and convenience products in the retail market, primarily in the Midwest, through Speedway^®-branded convenience stores; and

• Pipeline Transportation – transports crude oil and other feedstocks to our refineries and other locations, delivers refined products to wholesale and retail market areas and owns, among other transportation-related assets, a majority interest in LOOP LLC, which is the owner and operator of the only U.S. deepwater oil port.

As discussed in Note 5, on December 1, 2010, we disposed of most of our Minnesota assets. Segment information for all periods prior to the disposition includes amounts for these operations.

Information regarding assets by segment is not presented because it is not reviewed by the chief operating decision maker. Segment income represents income from operations attributable to the operating segments. Our 50 percent equity method investment in PTC, which was sold in October 2008, RM&T Business corporate administrative expenses, including those allocated from the Marathon Oil Companies, and costs related to certain non-operating assets are not allocated to the operating segments. In addition, certain items that affect comparability (as determined by the chief operating decision maker) are not allocated to the operating segments.

(In millions)	Refining & Marketing			Speedway		Pipeline Transportation			Total
Year Ended December 31, 2010
Revenues:
Customer	$	49,844		$	12,494	$	49		$	62,387
Intersegment (a)		7,394			—		347			7,741
Related parties		95			—		5			100
Segment revenues		57,333			12,494		401			70,228
Elimination of intersegment revenues		(7,394	)		—		(347	)		(7,741	)
Total revenues	$	49,939		$	12,494	$	54		$	62,487
Segment income from operations	$	800		$	293	$	183		$	1,276
Income from equity method investments		9			—		61			70
Depreciation and amortization(b)		739			111		62			912
Capital expenditures(c)(d)		1,060			84		21			1,165

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(In millions)	Refining & Marketing			Speedway		Pipeline Transportation			Total
Year Ended December 31, 2009
Revenues:
Customer	$	34,578		$	10,838	$	45		$	45,461
Intersegment (a)		6,022			—		332			6,354
Related parties		65			—		4			69
Segment revenues		40,665			10,838		381			51,884
Elimination of intersegment revenues		(6,022	)		—		(332	)		(6,354	)
Total revenues	$	34,643		$	10,838	$	49		$	45,530
Segment income from operations	$	452		$	212	$	172		$	836
Income (loss) from equity method investments(b)		(1	)		—		41			40
Depreciation and amortization		498			131		41			670
Capital expenditures(c)(d)		2,468			49		58			2,575

(In millions)	Refining & Marketing			Speedway		Pipeline Transportation			Total
Year Ended December 31, 2008
Revenues:
Customer	$	49,486		$	13,365	$	44		$	62,895
Intersegment (a)		8,473			—		326			8,799
Related parties		2,041			—		3			2,044
Segment revenues		60,000			13,365		373			73,738
Elimination of intersegment revenues		(8,473	)		—		(326	)		(8,799	)
Total revenues	$	51,527		$	13,365	$	47		$	64,939
Segment income from operations	$	1,377		$	284	$	183		$	1,844
Income (loss) from equity method investments(b)		(17	)		—		40			23
Depreciation and amortization(c)		442			124		38			604
Capital expenditures(d)		2,761			62		131			2,954

^(a) Management believes intersegment transactions were conducted under terms comparable to those with unrelated parties.

^(b) Differences between segment totals and RM&T Business totals represent amounts related to unallocated items and are included in “Items not allocated to segments” in the reconciliation below.

^(c) Differences between segment totals and RM&T Business totals represent amounts related to RM&T Business corporate administrative activities

^(d) Capital expenditures include changes in accruals.

The following reconciles segment income from operations to income before income taxes as reported in the combined statements of income:

(In millions)	2010			2009			2008
Segment income from operations	$	1,276		$	836		$	1,844
Items not allocated to segments
Corporate and other unallocated items(a)		(236	)		(172	)		51
Impairments(b)		(29	)		(10	)		(40	)
Net interest and other financial income		12			31			30
Income before income taxes	$	1,023		$	685		$	1,885

^(a) Corporate and other unallocated items consists primarily of income from the RM&T Business’s 50 percent equity method investment in PTC through its disposition in October 2008, the gain on the sale of the RM&T

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Business’s interest in PTC in 2008, RM&T Business corporate administrative expenses, including allocations from the Marathon Oil Companies, and costs related to certain non-operating assets.

^(b) Impairments in 2010 and 2009 are further discussed in Note 15. The 2008 impairment related to our investments in ethanol producing companies.

The following reconciles total revenues to sales and other operating revenues (including consumer excise taxes) as reported in the combined statements of income:

(In millions)	2010		2009		2008
Total revenues	$	62,487	$	45,530	$	64,939
Less: Sales to related parties		100		69		2,044
Sales and other operating revenues (including consumer excise taxes)	$	62,387	$	45,461	$	62,895

Revenues by product line were:

(In millions)	2010		2009		2008
Refined products	$	56,025	$	40,518	$	59,300
Merchandise		3,369		3,308		3,028
Crude oil and refinery feedstocks		2,890		1,533		2,416
Transportation and other		203		171		195
Total revenues		62,487		45,530		64,939
Less: Sales to related parties		100		69		2,044
Sales and other operating revenues (including consumer excise taxes)	$	62,387	$	45,461	$	62,895

No single customer accounted for more than 10 percent of annual revenues.

Revenues and long-lived assets, including property, plant and equipment and investments, are primarily in the United States. Those outside the United States are not significant.

8. Other Items

Net interest and other financial income (costs) was:

(In millions)	2010			2009			2008
Interest:
Interest income	$	2		$	3		$	6
Interest expense		(24	)		(22	)		(17	)
Interest capitalized(a)		17			14			9
Total interest		(5	)		(5	)		(2	)
Other:
Net foreign currency gains (losses)		(6	)		(8	)		7
Other		(1	)		(1	)		(1	)
Total other		(7	)		(9	)		6
Net interest and other financial income (costs)	$	(12	)	$	(14	)	$	4

^(a) See Note 4 for information on related party capitalized interest.

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9. Investments in Debt and Equity Securities

Our investments in debt and equity securities, which are classified as available-for-sale, consist of shares of PFD Preferred Stock and shares of publicly traded equity securities. See Note 4 for additional information on PFD Preferred Stock. On the combined balance sheets, PFD Preferred Stock is reflected as related party debt securities, and other equity securities are recorded in other noncurrent assets.

The following table summarizes our investments in debt and equity securities:

(In millions)	Amortized Cost		Gross Unrealized Gains		Fair Value
December 31, 2010
PFD Preferred Stock	$	2,404	$	—	$	2,404
Other equity securities		2		1		3
Total	$	2,406	$	1	$	2,407
December 31, 2009
PFD Preferred Stock	$	864	$	—	$	864
Other equity securities		2		1		3
Total	$	866	$	1	$	867

We had no other-than-temporary impairments to our investments in debt and equity securities in 2010, 2009 and 2008.

During 2008, we sold available-for-sale equity securities for proceeds of $15 million and recorded a pretax gain of $13 million on the sale. Realized gains on the sale of equity securities are determined using a specific identification method, and such gains are reflected as a component of net gain on disposal of assets on the combined statements of income. There were no realized gains on our equity securities investments in 2010 or 2009.

The following table summarizes the pretax gains or losses on available-for-sale equity securities included in accumulated other comprehensive loss:

(In millions)	2010		2009		2008
Gross realized gain on sale reclassifed to earnings	$	—	$	—	$	13
Change in unrealized holding gain (loss)	$	—	$	1	$	(9	)

10. Income Taxes

Income tax provisions (benefits) were:

	2010								2009							2008
(In millions)	Current			Deferred		Total			Current			Deferred		Total		Current		Deferred			Total
Federal	$	81		$	289	$	370		$	10		$	209	$	219	$	707	$	(101	)	$	606
State and local		15			19		34			(3	)		16		13		75		(22	)		53
Foreign		(4	)		—		(4	)		4			—		4		11		—			11
Total	$	92		$	308	$	400		$	11		$	225	$	236	$	793	$	(123	)	$	670

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A reconciliation of the federal statutory income tax rate (35 percent) applied to income before income taxes to the provision for income taxes follows:

	2010			2009			2008
Statutory rate applied to income before income taxes		35	%		35	%		35	%
State and local income taxes, net of federal income tax effects		3			2			3
Domestic manufacturing deduction		—			—			(1	)
Legislation(a)		2			—			—
Excess capital losses utilized(b)		—			—			(1	)
Effects of dividends received deduction and partially owned companies		(1	)		(3	)		—
Provision for income taxes		39	%		34	%		36	%

^(a)  The Patient Protection and Affordable Care Act (“PPACA”) and the Health Care and Education Reconciliation Act of 2010 were signed into law in March 2010. These new laws effectively change the tax treatment of federal subsidies paid to sponsors of retiree health plans that provide prescription drug benefits that are at least actuarially equivalent to the corresponding benefits provided under Medicare Part D. The federal subsidy paid to employers was introduced as part of the Medicare Prescription Drug, Improvement, and Modernization Act of 2003 (the “MPDIMA”). Under the MPDIMA, the federal subsidy does not reduce our income tax deduction for the costs of providing such prescription drug plans, nor is it subject to income tax individually. Beginning in 2013, under the 2010 legislation, our income tax deduction for the costs of providing Medicare Part D-equivalent prescription drug benefits to retirees will be reduced by the amount of the federal subsidy. Such a change in the tax law must be recognized in earnings in the period enacted, regardless of the effective date. As a result, we recorded a charge of $26 million in the first quarter of 2010 for the write-off of deferred tax assets to reflect the change in the tax treatment of the federal subsidy.

^(b)  2008 includes tax benefits of $11 million for the deduction of capital loss carryforwards. We had an excess capital loss at December 31, 2005, with a valuation allowance that was carried forward and offset against tax capital gains generated in 2006 through 2008.

Deferred tax assets and liabilities resulted from the following:

	December 31,
(In millions)	2010		2009
Deferred tax assets:
Employee benefits	$	693	$	637
Operating loss carryforwards(a)		—		399
Foreign tax credits		—		17
Deferred revenue		18		21
Other		41		44
Total deferred tax assets		752		1,118
Deferred tax liabilities:
Property, plant and equipment		1,822		1,877
Inventories		607		632
Investments in subsidiaries and affiliates		119		105
Derivative instruments		9		18
Other		2		2
Total deferred tax liabilities		2,559		2,634
Net deferred tax liabilities	$	1,807	$	1,516

^(a) At December 31, 2010 and 2009, federal operating loss carryforwards were $0 and $1,050 million, and state operating loss carryforwards were $2 million and $682 million. The operating loss carryforwards represent

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net operating losses that would have resulted in 2009 if we reported our income taxes as a stand-alone tax-paying entity rather than as part of the Marathon Oil consolidated group. The December 31, 2010 state loss carryforwards expire in 2014 and 2031. The state loss carryforward balances will not be available to us at or subsequent to the Spin-Off.

Net deferred tax liabilities were classified in the combined balance sheets as follows:

	December 31,
(In millions)	2010		2009
Liabilities:
Current deferred income taxes	$	440	$	265
Noncurrent deferred income taxes		1,367		1,251
Net deferred tax liabilities	$	1,807	$	1,516

Marathon Oil is continuously undergoing examination of its consolidated U.S. federal income tax returns by the Internal Revenue Service. Such audits have been completed through the 2007 tax year. We believe adequate provision has been made in these combined financial statements for federal income taxes and interest which may become payable for years not yet settled. Further, Marathon Oil is routinely involved in U.S. state income tax audits. We believe all state income tax audits will be resolved within the amounts paid and/or provided for these liabilities. As of December 31, 2010, Marathon Oil’s income tax returns remain subject to examination in the following major RM&T Business tax jurisdictions for the tax years indicated:

United States Federal	2008 - 2009
States	2004 - 2009

The following table summarizes the activity in unrecognized tax benefits:

(In millions)	2010			2009			2008
January 1 balance	$	19		$	16		$	3
Additions for tax positions of prior years		7			15			11
Reductions for tax positions of prior years		(1	)		(11	)		—
Settlements		(11	)		(1	)		2
December 31 balance	$	14		$	19		$	16

If the unrecognized tax benefits as of December 31, 2010 were recognized, $9 million would affect our effective income tax rate. There were $8 million of uncertain tax positions as of December 31, 2010 for which it is reasonably possible that the amount of unrecognized tax benefits would decrease during 2011.

Interest and penalties related to income taxes are recorded as part of the provision for income taxes. Such interest and penalties were net expenses of $1 million, $1 million and $2 million in 2010, 2009 and 2008. As of December 31, 2010, 2009 and 2008, $4 million, $2 million and $1 million of interest and penalties were accrued related to income taxes.

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11. Inventories

	December 31,
(In millions)	2010		2009
Crude oil and refinery feedstocks	$	1,118	$	1,259
Refined products		1,716		1,732
Merchandise		65		82
Supplies and sundry items		172		251
Total (at cost)	$	3,071	$	3,324

The LIFO method accounted for 94 percent and 92 percent of total inventory value at December 31, 2010 and 2009. Current acquisition costs were estimated to exceed the LIFO inventory value at December 31, 2010 and 2009 by $4,119 million and $3,110 million, respectively. Cost of revenues decreased and income from operations increased by $4 million, less than $1 million and $12 million in 2010, 2009 and 2008 as a result of liquidations of LIFO inventories, excluding inventories liquidated in dispositions.

12. Equity Method Investments

(In millions)	Ownership as of December 31, 2010			December 31,
				2010		2009
LOOP		51	%	$	181	$	150
TACE(a)		35	%		35		31
TAME(a)		50	%		30		31
Minnesota Pipe Line Company, LLC(b)		—			—		89
Other					66		64
Total				$	312	$	365

^(a) Our investments in TAME and TACE were impaired by $20 million and $20 million in 2008 due to an other-than-temporary loss in value as a result of declining demand and prices for ethanol, a poor outlook for short-term future profitability and, in the case of one production facility, recurring operating losses.

^(b) On December 1, 2010, we completed the sale of most of our Minnesota assets which included our 17% ownership interest in Minnesota Pipe Line Company, LLC, as discussed in Note 5.

Summarized financial information for equity method investees is as follows:

(In millions)	2010		2009		2008
Income data:
Revenues and other income	$	939	$	868	$	14,032
Income from operations		196		137		410
Net income		170		102		353
Balance sheet data – December 31:
Current assets	$	266	$	207
Noncurrent assets		1,162		1,683
Current liabilities		111		166
Noncurrent liabilities		731		698

As of December 31, 2010, the carrying value of our equity method investments was $31 million higher than the underlying net assets of investees. This basis difference is being amortized or accreted into net income over the remaining estimated useful lives of the underlying net assets, except for $49 million of excess related to goodwill.

F-22

Dividends and partnership distributions received from equity method investees (excluding distributions that represented a return of capital previously contributed) were $36 million, $39 million and $169 million in 2010, 2009 and 2008. In 2008, we received a $75 million partial redemption of our partnership interest from PTC that was accounted for as a return of our investment. See Note 5.

13. Property, Plant and Equipment

	Estimated	December 31,
(In millions)	Useful Lives	2010		2009
Refining & Marketing	4 - 25 years	$	13,234	$	12,723
Speedway	4 - 15 years		1,703		1,930
Pipeline Transportation	16 - 42 years		1,482		1,490
Other	4 - 40 years		205		202
Total			16,624		16,345
Less accumulated depreciation and amortization			4,900		4,448
Net property, plant and equipment		$	11,724	$	11,897

Property, plant and equipment includes gross assets acquired under capital leases of $259 million and $247 million at December 31, 2010 and 2009, with related amounts in accumulated depreciation and amortization of $47 million and $26 million at December 31, 2010 and 2009. Property, plant and equipment includes construction in progress of $1,997 million and $1,639 million at December 31, 2010 and 2009, which primarily relates to refinery projects.

14. Goodwill

Goodwill is tested for impairment on an annual basis or when events or changes in circumstances indicate the fair value of a reporting unit with goodwill has been reduced below the carrying value. We performed our annual impairment tests for 2010 and 2009, and no impairment was required. The fair value of the reporting units exceeded the book value appreciably for each of our reporting units.

The changes in the carrying amount of goodwill for 2010 and 2009 were as follows:

(In millions)	Refining & Marketing			Speedway			Pipeline Transportation			Total
2009
Beginning balance	$	573		$	131		$	162		$	866
Purchase price adjustment		4			—			2			6
Ending balance	$	577		$	131		$	164		$	872
2010
Beginning balance	$	577		$	131		$	164		$	872
Dispositions		(23	)		(11	)		(1	)		(35	)
Ending balance	$	554		$	120		$	163		$	837

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15. Fair Value Measurements

Fair Values – Recurring

The following tables present assets and liabilities accounted for at fair value on a recurring basis as of December 31, 2010 and 2009 by fair value hierarchy level.

	December 31, 2010
(In millions)	Level 1			Level 2		Level 3			Collateral		Total
Commodity derivative instruments, assets	$	58		$	—	$	1		$	78	$	137
PFD Preferred Stock		—			—		2,404			—		2,404
Other assets		3			—		—			—		3
Total assets at fair value	$	61		$	—	$	2,405		$	78	$	2,544
Commodity derivative instruments, liabilities	$	(103	)	$	—	$	(3	)	$	—	$	(106	)
	December 31, 2009
(In millions)	Level 1			Level 2		Level 3			Collateral		Total
Commodity derivative instruments, assets	$	133		$	—	$	11		$	6	$	150
PFD Preferred Stock		—			—		864			—		864
Other assets		3			—		—			—		3
Total assets at fair value	$	136		$	—	$	875		$	6	$	1,017
Commodity derivative instruments, liabilities	$	(125	)	$	—	$	(10	)	$	—	$	(135	)

Commodity derivatives in Level 1 are exchange-traded contracts for crude oil and refined products measured at fair value with a market approach using the close-of-day settlement prices for the market. Collateral deposits related to Level 1 commodity derivatives are in broker accounts covered by master netting agreements.

Commodity derivatives in Level 3 are measured at fair value with a market approach using prices obtained from third-party services such as Platt’s, a Division of McGraw-Hill Corporation, and price assessments from other independent brokers. Since we are unable to independently verify information from the third-party service providers to active markets, all these measures are considered Level 3.

Our investments in related party debt securities, PFD Preferred Stock, are redeemable on any business day at their recorded value. See Note 4. The fair value of related party debt securities is measured using an income approach where the recorded value approximates market value due to the daily redemption feature. Because the related party debt securities are not publicly traded, the projected cash flows are Level 3 inputs.

The following is a reconciliation of the net beginning and ending balances recorded for net assets and liabilities classified as Level 3 in the fair value hierarchy.

(In millions)	2010			2009			2008
Beginning balance	$	865		$	989		$	557
Total realized and unrealized losses included in net income		(1	)		(13	)		(82	)
Purchases		9,709			16,755			8,545
Redemptions		(8,019	)		(16,915	)		(8,064	)
Settlements		(2	)		49			33
Distributions to parent company(a)		(150	)		—			—
Ending Balance	$	2,402		$	865		$	989

^(a)  Due to the January 1, 2010 merger of two non-operating RM&T Business legal entities into Marathon Oil.

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Net income for 2010, 2009 and 2008 included unrealized losses of $1 million, $7 million and $35 million related to Level 3 derivative instruments held as of December 31 of those years. See Note 16 for the income statement impacts of our derivative instruments.

Fair Values – Nonrecurring

The following table shows the values of assets, by major category, measured at fair value on a nonrecurring basis in periods subsequent to their initial recognition.

	Year Ended December 31,
	2010				2009
(In millions)	Fair Value		Impairment		Fair Value		Impairment
Long-lived assets held for sale	$	1	$	29	$	—	$	—
Equity method investment		—		—		11		10

As a result of changing market conditions, a maleic anhydride supply agreement with a major customer was revised in June 2010. An impairment of $29 million was recorded in 2010 for our plant that manufactured maleic anhydride. The plant was operated by our Refining & Marketing segment. The fair value of the plant was measured using a market approach based upon comparable area land values, which are Level 3 inputs.

As a result of declining throughput volumes, we impaired our Pipeline Transportation segment’s equity method investment in Southcap Pipe Line Company, an entity engaged in crude oil transportation, by $10 million in 2009. This investment was determined to have sustained an other-than-temporary loss in value. The fair value was measured using a market approach based upon a third party offer to purchase our interest in the entity, which is a Level 3 input.

Fair Values – Reported

The following table summarizes financial instruments, excluding the PFD Preferred Stock and derivative financial instruments reported above, by individual balance sheet line item at December 31, 2010 and 2009.

	December 31,
	2010				2009
(In millions)	Fair Value		Carrying Value		Fair Value		Carrying Value
Financial assets
Other noncurrent assets	$	289	$	126	$	209	$	54
Total financial assets	$	289	$	126	$	209	$	54
Financial liabilities
Long-term debt payable within one year to parent company and subsidiaries	$	655	$	655	$	—	$	—
Long-term debt payable to parent company and subsidiaries		2,908		2,963		2,265		2,358
Deferred credits and other liabilities		22		22		20		20
Total financial liabilities	$	3,585	$	3,640	$	2,285	$	2,378

Our current assets and liabilities include financial instruments, the most significant of which are trade accounts receivable and payables. We believe the carrying values of our current assets and liabilities approximate fair value. Our fair value assessment incorporates a variety of considerations, including (1) the short-term duration of the instruments (e.g., less than 1 percent of our trade receivables and payables are outstanding for greater than 90 days), (2) Marathon Oil’s investment-grade credit rating and (3) our historical incurrence of and expected future insignificance of bad debt expense, which includes an evaluation of counterparty credit risk.

F-25

Fair values of our financial assets included in other noncurrent assets and of our financial liabilities included in deferred credits and other liabilities are measured using an income approach and most inputs are internally generated, which results in a Level 3 classification. Estimated future cash flows are discounted using a rate deemed appropriate to obtain the fair value.

Debt payable to parent company and subsidiaries includes a revolving credit agreement and a loan as discussed in Note 4. The revolving credit balance is measured using an income approach. The future debt service payments are discounted using the rate at which we currently expect to borrow. All inputs to this calculation are Level 3. The carrying value approximates fair value. Fair value of the loan is measured using a market approach, based upon quotes from major financial institutions for comparable debt. Because these quotes cannot be independently verified to the market, they are considered Level 3 inputs.

16. Derivatives

For further information regarding the fair value measurement of derivative instruments, see Note 15. See Note 2 for discussion of the types of derivatives we use and the reasons for them. We do not designate any of our derivative instruments as hedges for accounting purposes.

The following table presents the gross fair values of derivative instruments, excluding cash collateral, and where they appear on the combined balance sheets as of December 31, 2010 and 2009:

	December 31, 2010
(In millions)	Asset		Liability		Net Asset			Balance Sheet Location
Commodity derivatives	$	58	$	103	$	(45	)	Other current assets
	December 31, 2010
(In millions)	Asset		Liability		Net Liability			Balance Sheet Location
Commodity derivatives	$	1	$	3	$	2		Other current liabilities
	December 31, 2009
(In millions)	Asset		Liability		Net Asset			Balance Sheet Location
Commodity derivatives	$	108	$	99	$	9		Other current assets

The tables below summarize open commodity derivative contracts at December 31, 2010 and 2009. These contracts enable us to effectively correlate our commodity price exposure to the relevant market indicators, thereby mitigating price risk.

	December 31, 2010
	Position			Barrels per Day			Weighted Average Price (Per Barrel)		Benchmark
Crude Oil
Exchange-traded		Long	(a)		36,608		$	89.67		CME and IPE Crude(b)  (c)
Exchange-traded		Short	(a)		(61,485	)	$	88.03		CME and IPE Crude(b)  (c)
	Position			Barrels per Day			Weighted Average Price (Per Gallon)		Benchmark
Refined Products
Exchange-traded		Long	(d)		13,008		$	2.40		CME Heating Oil and  RBOB(b) (e)
Exchange-traded		Short	(d)		(11,044	)	$	2.46		CME Heating Oil and  RBOB(b) (e)

^(a)  87 percent of these contracts expire in the first quarter of 2011.

^(b)  Chicago Mercantile Exchange (“CME”).

^(c)  International Petroleum Exchange (“IPE”).

^(d)  98 percent of these contracts expire in the first quarter of 2011.

^(e)  Reformulated Gasoline Blendstock for Oxygenate Blending (“RBOB”).

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	December 31, 2009
	Position			Barrels per Day			Weighted Average Price (Per Barrel)		Benchmark
Crude Oil
Exchange-traded		Long	(a)		61,677		$	76.67		CME and IPE Crude(b)  (c)
Exchange-traded		Short	(a)		(54,395	)	$	76.85		CME and IPE Crude(b)  (c)
	Position			Barrels per Day			Weighted Average Price (Per Gallon)		Benchmark
Refined Products
Exchange-traded		Long	(d)		11,773		$	2.00		CME Heating Oil and  RBOB(b) (e)
Exchange-traded		Short	(d)		(17,030	)	$	2.00		CME Heating Oil and  RBOB(b) (e)

^(a)  79 percent of these contracts expired in the first quarter of 2010.

^(b)  Chicago Mercantile Exchange (“CME”).

^(c)  International Petroleum Exchange (“IPE”).

^(d)  97 percent of these contracts expired in the first quarter of 2010.

^(e)  Reformulated Gasoline Blendstock for Oxygenate Blending (“RBOB”).

The following table summarizes the effect of all commodity derivative instruments in our combined statements of income:

(In millions)	Gain (Loss)
Income Statement Location	2010			2009			2008
Sales and other operating revenues	$	(1	)	$	(13	)	$	21
Cost of revenues		(28	)		(70	)		(108	)
Other income		6			11			(2	)
	$	(23	)	$	(72	)	$	(89	)

17. Supplemental Cash Flow Information

(In millions)	2010		2009		2008
Net cash provided from operating activities included:
Interest paid (net of amounts capitalized)	$	—	$	2	$	—
Income taxes paid to taxing authorities(a)		11		11		1
Non-cash investing and financing activities:
Capital lease obligations increase	$	32	$	77	$	78
Preferred stock received in asset disposition		80		—		—

^(a) U.S. federal and most state income taxes were paid by Marathon Oil.

The combined statements of cash flows exclude changes to the combined balance sheets that did not affect cash. The following is a reconciliation of additions to property, plant and equipment to total capital expenditures:

(In millions)	2010			2009			2008
Additions to property, plant and equipment	$	1,217		$	2,891		$	2,787
Increase (decrease) in capital accruals		(51	)		(312	)		167
Capital expenditures	$	1,166		$	2,579		$	2,954

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The following is a reconciliation of contributions from (distributions to) parent company:

(In millions)	2010			2009			2008
Contributions from (distributions to) parent company per combined statements of cash flows	$	(1,330	)	$	207		$	(151	)
Non-cash contributions from (distributions to) parent company		(118	)		(158	)		119
Contributions from (distributions to) parent company per combined statements of net investment	$	(1,448	)	$	49		$	(32	)

See Note 4 for information regarding non-cash contributions from (distributions to) Marathon Oil.

18. Defined Benefit Postretirement Plans

We have noncontributory defined benefit pension plans covering substantially all employees. Benefits under these plans have been based primarily on years of service and final average pensionable earnings.

We also have defined benefit plans for other postretirement benefits covering most employees. Health care benefits are provided through comprehensive hospital, surgical and major medical benefit provisions subject to various cost-sharing features. Life insurance benefits are provided to certain nonunion and union-represented retiree beneficiaries. Other postretirement benefits are not funded in advance.

Obligations and funded status – The accumulated benefit obligation for all defined benefit pension plans was $1,611 million and $1,603 million as of December 31, 2010 and 2009.

The following summarizes our defined benefit pension plans that have accumulated benefit obligations in excess of plan assets.

(In millions)	December 31,
	2010			2009
Projected benefit obligations	$	(2,266	)	$	(2,103	)
Accumulated benefit obligations		(1,611	)		(1,603	)
Fair value of plan assets		1,233			1,123

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The following summarizes the obligations and funded status for our defined benefit pension and other postretirement plans:

(In millions)	Pension Benefits						Other Benefits
	2010			2009			2010			2009
Change in benefit obligations:
Benefit obligations at January 1	$	2,103		$	1,475		$	400		$	391
Service cost		62			94			14			13
Interest cost		105			100			24			24
Actuarial loss (gain)		180			525			60			(13	)
Benefits paid		(184	)		(91	)		(15	)		(15	)
Benefit obligations at December 31		2,266			2,103			483			400
Change in plan assets:
Fair value of plan assets at January 1		1,123			800			—			—
Actual return on plan assets		147			174			—			—
Employer contributions		151			236			—			—
Other		(4	)		4			—			—
Benefits paid from plan assets		(184	)		(91	)		—			—
Fair value of plan assets at December 31		1,233			1,123			—			—
Funded status of plans at December 31	$	(1,033	)	$	(980	)	$	(483	)	$	(400	)
Amounts recognized in the combined balance sheet:
Current liabilities	$	(6	)	$	(8	)	$	(17	)	$	(15	)
Noncurrent liabilities		(1,027	)		(972	)		(466	)		(385	)
Accrued benefit cost	$	(1,033	)	$	(980	)	$	(483	)	$	(400	)
Pretax amounts recognized in accumulated other comprehensive loss: (a)
Net (gain)/loss	$	945		$	882		$	3		$	(59	)
Prior service cost		48			54			—			1

^(a) Amounts exclude those related to LOOP, an equity method investee with defined benefit pension and postretirement plans for which net losses of $9 million and $8 million were recorded in accumulated other comprehensive loss, reflecting our 51 percent share.

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Components of net periodic benefit cost and other comprehensive loss – The following summarizes the net periodic benefit costs and the amounts recognized as other comprehensive loss for our defined benefit pension and other postretirement plans.

(In millions)	Pension Benefits									Other Benefits
	2010			2009			2008			2010			2009			2008
Components of net periodic benefit cost:
Service cost	$	62		$	94		$	92		$	14		$	13		$	15
Interest cost		105			100			92			24			24			24
Expected return on plan assets		(95	)		(94	)		(94	)		—			—			—
Amortization – prior service cost (benefit)		7			7			7			1			1			(2	)
– actuarial (gain)/loss		51			9			8			(2	)		(5	)		—
Net settlement loss (a)		13			—			—			—			—			—
Net periodic benefit cost (b)		143			116			105			37			33			37
Other changes in plan assets and benefit obligations recognized in other comprehensive loss (pretax):
Actuarial loss (gain)		129			445			322			61			(13	)		(30	)
Amortization of actuarial (loss) gain		(64	)		(9	)		(8	)		2			5			—
Amortization of prior service credit (cost)		(7	)		(7	)		(7	)		(1	)		(1	)		2
Total recognized in other comprehensive loss		58			429			307			62			(9	)		(28	)
Total recognized in net periodic benefit cost and other comprehensive loss	$	201		$	545		$	412		$	99		$	24		$	9

^(a) A settlement loss was recorded due to lump sum payments exceeding the respective plan’s total service and interest cost expensed in 2010.

^(b) Net periodic benefit cost reflects a calculated market-related value of plan assets which recognizes changes in fair value over three years.

The estimated net loss and prior service cost for our defined benefit pension plans that will be amortized from accumulated other comprehensive loss into net periodic benefit cost in 2011 are $71 million and $6 million. The estimated net gain and prior service cost for our other defined benefit postretirement plans that will be amortized from accumulated other comprehensive loss into net periodic benefit cost in 2011 is less than $1 million.

Plan assumptions – The following summarizes the assumptions used to determine the benefit obligations at December 31, and net periodic benefit cost for the defined benefit pension and other postretirement plans for 2010, 2009 and 2008.

	Pension Benefits									Other Benefits
	2010			2009			2008			2010			2009			2008
Weighted-average assumptions used to determine benefit obligation:
Discount rate		5.05	%		5.50	%		6.90	%		5.55	%		5.95	%		6.85	%
Rate of compensation increase		5.00	%		4.50	%		4.50	%		5.00	%		4.50	%		4.50	%
Weighted average assumptions used to determine net periodic benefit cost:
Discount rate		5.23	%		6.90	%		6.30	%		6.85	%		6.85	%		6.60	%
Expected long-term return on plan assets		8.50	%		8.50	%		8.50	%		—			—			—
Rate of compensation increase		4.50	%		4.50	%		4.50	%		4.50	%		4.50	%		4.50	%

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Expected long-term return on plan assets

The overall expected long-term return on plan assets assumption is determined based on an asset rate-of-return modeling tool developed by a third-party investment group. The tool utilizes underlying assumptions based on actual returns by asset category and inflation and takes into account our asset allocation to derive an expected long-term rate of return on those assets. Capital market assumptions reflect the long-term capital market outlook. The assumptions for equity and fixed income investments are developed using a building-block approach, reflecting observable inflation information and interest rate information available in the fixed income markets. Long-term assumptions for other asset categories are based on historical results, current market characteristics and the professional judgment of our internal and external investment teams.

Assumed health care cost trend

The following summarizes the assumed health care cost trend rates.

	December 31
	2010			2009			2008
Health care cost trend rate assumed for the following year:
Medical
Pre-65		7.50	%		7.00	%		7.00	%
Post-65		7.00	%		6.75	%		7.00	%
Prescription drugs		7.50	%		7.50	%		10.00	%
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate):
Medical
Pre-65		5.00	%		5.00	%		5.00	%
Post-65		5.00	%		5.00	%		5.00	%
Prescription drugs		5.00	%		5.00	%		6.00	%
Year that the rate reaches the ultimate trend rate:
Medical
Pre-65		2018			2014			2012
Post-65		2017			2015			2012
Prescription drugs		2018			2015			2016

Assumed health care cost trend rates have a significant effect on the amounts reported for defined benefit retiree health care plans. A one-percentage-point change in assumed health care cost trend rates would have the following effects:

(In millions)	1-Percentage- Point Increase		1-Percentage- Point Decrease
Effect on total of service and interest cost components	$	7	$	5
Effect on other postretirement benefit obligations		75		61

Plan investment policies and strategies

The investment policies for our pension plan assets reflect the funded status of the plans and expectations regarding our future ability to make further contributions. Long-term investment goals are to: (1) manage the assets in accordance with the legal requirements of all applicable laws; (2) produce investment returns which meet or exceed the rates of return achievable in the capital markets while maintaining the risk parameters set by the plans’ investment committees and protecting the assets from any erosion of purchasing power; and (3) position the portfolios with a long-term risk/return orientation.

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Historical performance and future expectations suggest that common stocks will provide higher total investment returns than fixed income securities over a long-term investment horizon. Short-term investments are utilized for pension payments, expenses and other liquidity needs. As such, the plans’ targeted asset allocation is comprised of 75 percent equity securities and 25 percent fixed income securities.

The plans’ assets are managed by a third-party investment manager. The investment manager has limited discretion to move away from the target allocations based upon the manager’s judgment as to current confidence or concern regarding the capital markets. Investments are diversified by industry and type, limited by grade and maturity. The plans’ investment policy prohibits investments in any securities in the steel industry and allows derivatives subject to strict guidelines, such that derivatives may only be written against equity securities in the portfolio. Investment performance and risk is measured and monitored on an ongoing basis through quarterly investment meetings and periodic asset and liability studies.

Fair value measurements

Plan assets are measured at fair value. The following provides a description of the valuation techniques employed for each major plan asset category at December 31, 2010 and 2009.

Cash and cash equivalents – Cash and cash equivalents include cash on deposit and an investment in a money market mutual fund that invests mainly in short-term instruments and cash, both of which are valued using a market approach and are considered Level 1 in the fair value hierarchy. The money market mutual fund is valued at the net asset value (“NAV”) of shares held.

Equity securities – Investments in public investment trusts and S&P 500 exchange-traded funds are valued using a market approach at the closing price reported in an active market and are therefore considered Level 1. Non-public investment trusts are valued using a market approach based on the underlying investments in the trust, which are publicly traded securities, and are considered Level 2. Private equity investments include interests in limited partnerships which are valued based on the sum of the estimated fair values of the investments held by each partnership, determined using a combination of market, income and cost approaches, plus working capital, adjusted for liabilities, currency translation and estimated performance incentives. These private equity investments are considered Level 3.

Pooled funds – Investments in pooled funds are valued using a market approach at the NAV of units held, but investment opportunities in such funds are limited to institutional investors on the behalf of defined benefit plans. The various funds consist of either an equity or fixed income investment portfolio with underlying investments held in U.S. and non-U.S. securities. Nearly all of the underlying investments are publicly traded. These investments are considered Level 2.

Real estate – Real estate investments are valued based on discounted cash flows, comparable sales, outside appraisals, price per square foot or some combination thereof and therefore are considered Level 3.

Other – Other investments include investments in two limited liability companies (“LLCs”) with no public market. The LLCs were formed to acquire acres of timberland in the northwest United States and other properties. The values of the LLCs are determined using an income approach based on discounted cash flows and are considered Level 3.

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The following tables present the fair values of our defined benefit pension plans’ assets, by level within the fair value hierarchy, as of December 31, 2010 and 2009.

	December 31, 2010
(In millions)	Level 1		Level 2			Level 3		Total
Cash and cash equivalents	$	6	$	—		$	—	$	6
Equity securities:
Investment trusts		17		94			—		111
Exchange-traded funds		38		—			—		38
Private equity		—		—			46		46
Investment funds
Pooled funds – equity(a)		—		738			—		738
Pooled funds – fixed income(b)		—		240			—		240
Real estate(c)		—		—			37		37
Other		—		—			17		17
Total investments, at fair value	$	61	$	1,072		$	100	$	1,233
	December 31, 2009
(In millions)	Level 1		Level 2			Level 3		Total
Cash and cash equivalents	$	8	$	—		$	—	$	8
Equity securities:
Investment trusts		15		79			—		94
Exchange-traded funds		18		—			—		18
Private equity		—		—			29		29
Investment funds
Pooled funds – equity(a)		—		647			—		647
Pooled funds – fixed income(b)		—		227			—		227
Real estate(c)		—		—			25		25
Other		—		59	(d)		16		75
Total investments, at fair value	$	41	$	1,012		$	70	$	1,123

^(a) Includes approximately 70 percent of investments held in U.S. and non-U.S. publicly traded common stocks in the consumer staples, consumer discretionary, technology, health and energy sectors and the remaining 30 percent of investments held amongst various other sectors.

^(b) Includes approximately 80 percent of investments held in U.S. and non-U.S. publicly traded investment grade government and corporate bonds which include treasuries, mortgage-backed securities and industrials, and the remaining 20 percent of investments held amongst various other sectors.

^(c) Includes investments diversified by property type and location. The largest property sector holdings, which represent approximately 70 percent of investments held, are office, hotel, residential and land with the greatest percentage of investments made in the U.S. and Asia, which includes the emerging markets of China and India.

^(d) Includes a $59 million receivable for the sale of an investment that closed as of December 31, 2009, but did not cash settle until the next business day.

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The following is a reconciliation of the beginning and ending balances recorded for plan assets classified as Level 3 in the fair value hierarchy:

	2010
(In millions)	Private Equity			Real Estate			Other		Total
Beginning balance	$	29		$	25		$	16	$	70
Actual return on plan assets		9			3			1		13
Purchases		10			11			—		21
Sales		(2	)		(2	)		—		(4	)
Ending balance	$	46		$	37		$	17	$	100

	2009
(In millions)	Private Equity			Real Estate			Other			Total
Beginning balance	$	23		$	27		$	5		$	55
Actual return on plan assets		2			(8	)		(1	)		(7	)
Purchases		5			8			12			25
Sales		(1	)		(2	)		—			(3	)
Ending balance	$	29		$	25		$	16		$	70

Cash Flows

Contributions to defined benefit plans – We expect to make contributions to the funded pension plans of up to $102 million in 2011. Cash contributions to be paid from our general assets for the unfunded pension and postretirement plans are expected to be approximately $6 million and $18 million in 2011.

Estimated future benefit payments – The following gross benefit payments, which reflect expected future service, as appropriate, are expected to be paid in the years indicated.

(In millions)	Pension Benefits		Other Benefits  (a)
2011	$	167	$	18
2012		189		20
2013		195		22
2014		203		25
2015		207		28
2016 through 2020		1,080		180

^(a) Expected Medicare reimbursements for 2011 through 2020 total $22 million. Effective 2013, as a result of the PPACA, future Medicare reimbursements will no longer be tax deductible and must be used to reduce the costs of providing Medicare Part D equivalent prescription drug benefits to retirees.

Contributions to defined contribution plans – We also contribute to several defined contribution plans for eligible employees. Contributions to these plans totaled $54 million, $40 million and $38 million in 2010, 2009 and 2008.

19. Stock-Based Compensation Plans

Description of the Plans

The Marathon Oil Corporation 2007 Incentive Compensation Plan (the “2007 Plan”) was approved by the Marathon Oil stockholders in April 2007 and authorizes the Compensation Committee of the Marathon Oil Board of Directors to grant stock options, stock appreciation rights, stock awards (including restricted stock and

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restricted stock unit awards) and performance awards to employees, which includes RM&T Business employees. No more than 34 million shares of Marathon Oil common stock may be issued under the 2007 Plan and no more than 12 million of those shares may be used for awards other than stock options or stock appreciation rights.

Shares subject to awards under the 2007 Plan that are forfeited, are terminated or expire unexercised become available for future grants. If a stock appreciation right is settled upon exercise by delivery of shares of common stock, the full number of shares with respect to which the stock appreciation right was exercised will count against the number of shares of Marathon Oil common stock reserved for issuance under the 2007 Plan and will not again become available under the 2007 Plan. In addition, the number of shares of Marathon Oil common stock reserved for issuance under the 2007 Plan will not be increased by shares tendered to satisfy the purchase price of an award, exchanged for other awards or withheld to satisfy tax-withholding obligations. Shares issued as a result of awards granted under the 2007 Plan are generally funded out of common stock held in treasury, except to the extent there are insufficient treasury shares, in which case new common shares are issued.

After approval of the 2007 Plan, no new grants were or will be made from the 2003 Incentive Compensation Plan (the “2003 Plan”). The 2003 Plan replaced the 1990 Stock Plan, the Non-Officer Restricted Stock Plan, the Non-Employee Director Stock Plan, the deferred stock benefit provision of the Deferred Compensation Plan for Non-Employee Directors, the Senior Executive Officer Annual Incentive Compensation Plan and the Annual Incentive Compensation Plan (the “Prior Plans”). No new grants will be made from the Prior Plans. Any awards previously granted under the 2003 Plan or the Prior Plans shall continue to vest or be exercisable in accordance with their original terms and conditions.

The following disclosures relate to Marathon Oil stock-based awards granted to our employees.

Stock-based awards under the Plan

Stock options – Marathon Oil grants stock options under the 2007 Plan. Stock options represent the right to purchase shares of Marathon Oil common stock at its fair market value on the date of grant. Through 2004, certain stock options were granted under the 2003 Plan with a tandem stock appreciation right, which allows the recipient to instead elect to receive cash or Marathon Oil common stock equal to the excess of the fair market value of shares of common stock, as determined in accordance with the 2003 Plan, over the option price of the shares. In general, stock options granted under the 2007 Plan and the 2003 Plan vest ratably over a three-year period and have a maximum term of ten years from the date they are granted.

Stock appreciation rights – Prior to 2005, Marathon Oil granted stock appreciation rights (“SARs”) under the 2003 Plan. No stock appreciation rights have been granted under the 2007 Plan. Similar to stock options, stock appreciation rights represent the right to receive a payment equal to the excess of the fair market value of shares of common stock on the date the right is exercised over the grant price. Under the 2003 Plan, SARs were granted as stock-settled awards. In general, SARs granted under the 2003 Plan vest ratably over a three-year period and have a maximum term of ten years from the date they are granted.

Restricted stock – Marathon Oil grants restricted stock under the 2007 Plan and previously granted such awards under the 2003 Plan. In 2005, the Marathon Oil Compensation Committee began granting time-based restricted stock to certain U.S.-based officers of Marathon Oil and its consolidated subsidiaries as part of their annual long-term incentive package. The restricted stock awards to officers vest three years from the date of grant, contingent on the recipient’s continued employment. Marathon Oil also grants restricted stock to certain non-officer employees (“restricted stock awards”), based on their performance within certain guidelines and for retention purposes. The restricted stock awards to non-officers generally vest in one-third increments over a three-year period, contingent on the recipient’s continued employment, however, certain restricted stock awards granted in 2008 will vest over a four-year period, contingent on the recipient’s continued employment. Prior to vesting, all restricted stock recipients have the right to vote such stock and receive dividends thereon. The non-vested shares are not transferable and are held by Marathon Oil’s transfer agent.

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Total stock-based compensation expense

Total employee stock-based compensation expense was $16 million, $18 million and $16 million in 2010, 2009 and 2008, while the total related income tax benefits were $6 million, $7 million and $6 million in the same years. In 2010, 2009 and 2008, cash received by Marathon Oil upon exercise of stock option awards was $5 million, $2 million and $2 million. Tax benefits realized for deductions for stock awards exercised during 2010, 2009 and 2008 totaled $1 million for each of these years.

Stock option awards

During 2010, 2009, and 2008, Marathon Oil granted stock option awards to both officer and non-officer employees of the RM&T Business. The weighted average grant date fair value of these awards was based on the following Black-Scholes assumptions:

	2010			2009			2008
Weighted average exercise price per share	$	30.12		$	28.09		$	51.78
Expected annual dividends per share	$	0.97		$	0.96		$	0.96
Expected life in years		5.1			4.9			4.8
Expected volatility		41	%		41	%		30	%
Risk-free interest rate		2.2	%		2.3	%		3.1	%
Weighted average grant date fair value of stock option awards granted	$	8.72		$	7.87		$	13.10

The following is a summary of stock option award activity in 2010.

	Number of Shares			Weighted-Average Exercise Price
Outstanding at December 31, 2009		6,046,834		$	35.84
Granted		1,605,990			30.12
Exercised		(218,355	)		17.96
Canceled		(117,340	)		37.80
Outstanding at December 31, 2010		7,317,129			34.97

The intrinsic value of stock option awards exercised during 2010, 2009 and 2008 was $2 million, $1 million and $3 million.

The following table presents information related to stock option awards at December 31, 2010.

	Outstanding						Exercisable
Range of Exercise Prices	Number of Shares Under Option		Weighted- Average Remaining Contractual Life		Weighted- Average Exercise Price		Number of Shares Under Option		Weighted- Average Exercise Price
$ 12.76-16.81		819,646		3	$	16.07		819,646	$	16.07
23.82-29.24		2,557,912		7		27.34		1,323,205		26.29
30.37-46.41		2,213,858		8		33.57		950,700		37.82
51.17-61.33		1,725,713		7		57.05		1,494,177		57.88
Total		7,317,129		7		34.97		4,587,728		37.14

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As of December 31, 2010, the aggregate intrinsic value of stock option awards outstanding was $50 million. The aggregate intrinsic value and weighted average remaining contractual life of stock option awards currently exercisable were $31 million and 6 years.

As of December 31, 2010, the number of fully-vested stock option awards and stock option awards expected to vest was 7,145,493. The weighted average exercise price and weighted average remaining contractual life of these stock option awards were $35.08 and 7 years and the aggregate intrinsic value was $49 million. As of December 31, 2010, unrecognized compensation cost related to stock option awards was $14 million, which is expected to be recognized over a weighted average period of 1.9 years.

Restricted stock awards

The following is a summary of restricted stock award activity.

	Awards			Weighted-Average Grant Date Fair Value
Unvested at December 31, 2009		223,955		$	43.11
Granted		105,123			30.56
Vested		(95,443	)		53.85
Forfeited		(29,863	)		33.40
Unvested at December 31, 2010		203,772			33.03

The vesting date fair value of restricted stock awards, which vested during 2010, 2009 and 2008, was $3 million, $3 million and $4 million. The weighted average grant date fair value of restricted stock awards was $33.03, $43.11 and $50.03 for awards unvested at December 31, 2010, 2009 and 2008.

As of December 31, 2010, there was $3 million of unrecognized compensation cost related to restricted stock awards, which is expected to be recognized over a weighted average period of 1.5 years.

20. Leases

We lease a wide variety of facilities and equipment under operating leases, including land and building space, office equipment, storage facilities and transportation equipment. Most long-term leases include renewal options and, in certain leases, purchase options. Future minimum commitments as of December 31, 2010, for capital lease obligations (including sale-leasebacks accounted for as financings) and for operating lease obligations having initial or remaining noncancelable lease terms in excess of one year are as follows:

(In millions)	Capital Lease Obligations(a)			Operating Lease Obligations
2011	$	24		$	110
2012		36			121
2013		43			115
2014		43			106
2015		44			98
Later years		396			184
Total minimum lease payments		586		$	734
Less imputed interest costs		(216	)
Present value of net minimum lease payments	$	370

^(a) Capital lease obligations include $164 million related to assets under construction as of December 31, 2010. These leases are currently reported as long-term debt based on the percentage of construction completed at $73 million.

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Capital lease obligations reported as long-term debt on the combined balance sheets include:

	December 31,
(In millions)	2010			2009
Capital lease obligations due 2011 – 2024(a)(b)	$	279		$	254
Amounts due within one year		(11	)		(11	)
Capital lease obligations due after one year	$	268		$	243

^(a) These obligations as of December 31, 2010 include $73 million related to assets under construction at that date for which a capital lease will commence upon completion of construction. The amounts currently reported are based upon the percent of construction completed as of December 31, 2010 and therefore do not reflect future lease obligations of $164 million related to the assets.

^(b) Capital lease obligations due for the years 2011 – 2015 are $11 million, $14 million, $15 million, $17 million and $19 million.

Operating lease rental expense was:

(In millions)	2010		2009		2008
Minimum rental	$	164	$	133	$	146
Contingent rental		22		19		22
Rental expense	$	186	$	152	$	168

21. Commitments & Contingencies

We are the subject of, or a party to, a number of pending or threatened legal actions, contingencies and commitments involving a variety of matters, including laws and regulations relating to the environment. Some of these matters are discussed below. The ultimate resolution of these contingencies could, individually or in the aggregate, be material. However, we believe that our company will remain a viable and competitive enterprise even though it is possible that some or all of these contingencies could be resolved unfavorably.

Environmental matters – We are subject to federal, state, local and foreign laws and regulations relating to the environment. These laws generally provide for control of pollutants released into the environment and require responsible parties to undertake remediation of hazardous waste disposal sites and certain other locations including presently or formerly owned or operated retail marketing sites. Penalties may be imposed for noncompliance. As of December 31, 2010 and 2009, we were not subject to any pending proceeding brought by any governmental authority relating to any of those disposal sites or other locations and involving any monetary fine, penalty or sanction.

At December 31, 2010 and 2009, accrued liabilities for remediation totaled $116 million and $112 million. It is not presently possible to estimate the ultimate amount of all remediation costs that might be incurred or the penalties if any that may be imposed. Receivables for recoverable costs from certain states, under programs to assist companies in clean-up efforts related to underground storage tanks at presently or formerly owned or operated retail marketing sites, were $56 million and $59 million at December 31, 2010 and 2009.

Lawsuits – We, along with other refining and marketing companies, settled a number of lawsuits pertaining to gasoline containing methyl tertiary-butyl ether (“MTBE”) in 2008. We settled additional MTBE-related lawsuits in 2009 and 2010. As of December 31, 2010, we are a defendant, along with other refining and marketing companies, in seven lawsuits pending in five states, in which the plaintiffs seek to recover damages alleged to result from MTBE contamination. Like the lawsuits that we previously settled, these lawsuits are consolidated in a multi-district litigation (“MDL”) in the Southern District of New York for pretrial proceedings. Plaintiffs allege damages to water supply wells from contamination of groundwater by MTBE, similar to the damages claimed in

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the lawsuits previously settled. In addition, in one of the lawsuits the New Jersey Department of Environmental Protection also seeks to recover the cost of remediating MTBE contamination of ground and surface water not being used for public water supply purposes, as well as natural resources damages allegedly resulting from such contamination. We are vigorously defending these lawsuits. We do not expect our share of liability for these cases to significantly impact our combined results of operations, financial position or cash flows. We expect additional lawsuits alleging similar damages against us in the future, but likewise do not expect them individually or in total to materially impact our combined results of operations, financial position or cash flows, based on our experience and amounts paid in connection with other MTBE lawsuits. However, the ultimate outcome of the pending or future MTBE lawsuits, including any financial effect on us, remains uncertain. The pending cases are in various phases of discovery, and our management does not believe an estimate of a reasonably possible loss (or range of loss) can be made for these lawsuits and future lawsuits at this time. We voluntarily discontinued distributing MTBE containing gasoline in 2002.

In May 2007, the Kentucky Attorney General filed a lawsuit against us and Marathon Oil in state court in Franklin County, Kentucky for alleged violations of Kentucky’s emergency pricing and consumer protection laws following Hurricanes Katrina and Rita in 2005. The lawsuit alleges that we overcharged customers by $89 million during September and October 2005. The complaint seeks disgorgement of these sums, as well as penalties, under Kentucky’s emergency pricing and consumer protection laws. We believe we have viable defenses and are vigorously defending this lawsuit. If it is resolved unfavorably, it could materially impact our combined results of operations, financial position or cash flows. We believe that this is the first lawsuit for damages and injunctive relief under the Kentucky emergency pricing laws to progress this far, and it contains many novel issues. The ultimate outcome of this lawsuit, including any financial effect on us, remains uncertain. Management does not believe an estimate of a reasonably possible loss (or range of loss) can be made for this lawsuit at this time.

We are also defendant in a number of other lawsuits arising in the ordinary course of business, including, but not limited to, contract claims and environmental claims. While the ultimate outcome and impact to us cannot be predicted with certainty, we believe that the resolution of these proceedings will not have a material adverse effect on our combined financial position, results of operations or cash flows.

Guarantees – We have provided certain guarantees, direct and indirect, of the indebtedness of other companies. Under the terms of most of these guarantee arrangements, we would be required to perform should the guaranteed party fail to fulfill its obligations under the specified arrangements. In addition to these financial guarantees, we also have various performance guarantees related to specific agreements.

Guarantees related to indebtedness of equity method investees – We hold interests in an offshore oil port, LOOP, and a crude oil pipeline system, LOCAP LLC. Both LOOP and LOCAP LLC have secured various project financings with throughput and deficiency agreements. Under the agreements, we are required to advance funds if the investees are unable to service their debt. Any such advances are considered prepayments of future transportation charges. The terms of the agreements vary but tend to follow the terms of the underlying debt. Our maximum potential undiscounted payments under these agreements totaled $172 million as of December 31, 2010.

We hold an interest in a refined products pipeline through our investment in Centennial, and have guaranteed the repayment of Centennial’s outstanding balance under a Master Shelf Agreement, which is scheduled to expire in 2024. The guarantee arose in order for Centennial to obtain adequate financing. Our maximum potential undiscounted payments under this agreement totaled $55 million as of December 31, 2010.

Other guarantees – We have entered into other guarantees with maximum potential undiscounted payments totaling $109 million as of December 31, 2010, which consist of a commitment to contribute cash to an equity method investee for certain catastrophic events, up to $50 million per event, in lieu of procuring insurance coverage, a legal indemnification, and leases of RM&T Business assets containing general lease indemnities and guaranteed residual values.

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General guarantees associated with dispositions – Over the years, we have sold various assets in the normal course of our business. Certain of the related agreements contain performance and general guarantees, including guarantees regarding inaccuracies in representations, warranties, covenants and agreements, and environmental and general indemnifications that require us to perform upon the occurrence of a triggering event or condition. These guarantees and indemnifications are part of the normal course of selling assets. We are typically not able to calculate the maximum potential amount of future payments that could be made under such contractual provisions because of the variability inherent in the guarantees and indemnities. Most often, the nature of the guarantees and indemnities is such that there is no appropriate method for quantifying the exposure because the underlying triggering event has little or no past experience upon which a reasonable prediction of the outcome can be based.

Contractual commitments – At December 31, 2010 and 2009, our contractual commitments to acquire property, plant and equipment totaled $768 million and $1,172 million.

22. Subsequent Events (Unaudited)

On February 1, 2011, MPC, currently a wholly owned subsidiary of Marathon Oil, completed a private placement of three series of Senior Notes aggregating $3 billion (the “Notes”). The following table shows the aggregate principal amount of each of the three series of Senior Notes.

(In millions)
3.500% notes due March 1, 2016	$	750
5.125% notes due March 1, 2021		1,000
6.500% notes due March 1, 2041		1,250
	$	3,000

The Notes are intended to establish a minimum $750 million initial cash balance for MPC upon completion of the Spin-Off and replace existing debt payable to the Marathon Oil Companies, and any remaining proceeds will be distributed to the Marathon Oil Companies on or before June 30, 2011. The Notes are unsecured and unsubordinated obligations of MPC which are guaranteed by Marathon Oil on a senior unsecured basis. Marathon Oil’s guarantees will terminate upon completion of the Spin-Off.

The holders of the Notes are entitled to the benefits of a registration rights agreement. Within 360 days after the issuance of the Notes, MPC and Marathon Oil will be obligated to use commercially reasonable efforts to file a registration statement with respect to a registered exchange offer to exchange the Notes for new notes that are guaranteed by Marathon Oil, if applicable, with terms substantially identical in all material respects to the Notes. Alternatively, if the exchange offer cannot be completed, MPC and Marathon Oil will be required to file a shelf registration statement to cover resale of the Notes under the Securities Act of 1933. If MPC and Marathon Oil do not comply with these obligations, we will be required to pay additional interest on the Notes. The additional interest will accrue on the principal amount of the Notes at a rate of 0.25 per annum, which rate would be increased by an additional 0.25 percent per annum for each subsequent 90-day period that such additional interest continues to accrue, provided that the rate at which such additional interest accrues may not exceed one percent per annum. Marathon Oil’s obligations under the registration rights agreement will terminate upon termination of the Marathon Oil guarantees in connection with the completion of the Spin-Off, at which point MPC will be solely responsible for the obligations under the registration rights agreement.

To provide additional liquidity following the Spin-Off, MPC entered into a four-year revolving credit agreement dated as of March 11, 2011, (the “Credit Agreement”) with a syndicate of lenders. Under the Credit Agreement, upon the consummation of the Spin-Off and the satisfaction of certain other conditions, MPC will have an initial borrowing capacity of up to $2.0 billion. MPC has the right to seek an increase of the total amount available under the Credit Agreement to $2.5 billion, subject to certain conditions. MPC may obtain up to $1.5 billion of

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letters of credit and up to $100 million of swingline loans under the Credit Agreement. MPC may, subject to certain conditions, request that the term of the Credit Agreement be extended for up to two additional one-year periods. Each such extension would be subject to the approval of lenders holding greater than 50 percent of the commitments then outstanding, and the commitment of any lender that does not consent to an extension of the maturity date will be terminated on the then-effective maturity date.

The Credit Agreement contains covenants that MPC considers usual and customary for an agreement of this type, including a maximum ratio of consolidated indebtedness to Consolidated EBITDA (as defined in the Credit Agreement) of 3.0 to 1.0 and a minimum ratio of Consolidated EBITDA to consolidated interest expense of 3.5 to 1.0. In addition, the Credit Agreement includes limitations on indebtedness of MPC’s subsidiaries, other than subsidiaries that guarantee MPC’s obligations under the Credit Agreement. Borrowings under the Credit Agreement are subject to acceleration upon the occurrence of events of default that MPC considers usual and customary for an agreement of this type.

Borrowings of revolving loans under the Credit Agreement bear interest, at MPC’s option, at either (i) the sum of the Adjusted LIBO Rate (as defined in the Credit Agreement), plus a margin ranging between 1.75 percent to 3.00 percent, depending on MPC’s credit ratings, or (ii) the sum of the Alternate Base Rate (as defined in the Credit Agreement), plus a margin ranging between 0.75 percent to 2.00 percent, depending on MPC’s credit ratings. The Credit Agreement also provides for customary fees, including administrative agent fees, commitment fees, fees in respect of letters of credit and other fees.

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Supplementary Statistics (Unaudited)

(In millions)	2010			2009			2008
Segment Income from Operations
Refining & Marketing	$	800		$	452		$	1,377
Speedway		293			212			284
Pipeline Transportation		183			172			183
Segment income from operations		1,276			836			1,844
Items not allocated to segments		(265	)		(182	)		11
Income from operations	$	1,011		$	654		$	1,855
Capital Expenditures(a)
Refining & Marketing	$	1,060		$	2,468		$	2,761
Speedway		84			49			62
Pipeline Transportation		21			58			131
Other		1			4			—
Total	$	1,166		$	2,579		$	2,954

^(a) Capital expenditures include capital accruals.

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Supplementary Statistics (Unaudited)

	2010		2009		2008
RM&T Business Refined Product Sales Volumes (thousands of barrels per day)(a)		1,585		1,378		1,352
Refining & Marketing Operating Statistics
Refinery Runs (thousands of barrels per day)
Crude oil refined		1,173		957		944
Other charge and blend stocks		162		196		207
Total		1,335		1,153		1,151
Refined Product Yields (thousands of barrels per day)
Gasoline		726		669		609
Distillates		409		326		342
Propane		24		23		22
Feedstocks and special products		97		62		96
Heavy fuel oil		24		24		24
Asphalt		76		66		75
Total		1,356		1,170		1,168
Refining and Marketing Sales Volumes (thousands of barrels per day)(b)		1,573		1,365		1,339
Refining and Marketing Gross Margin (dollars per gallon)(c)	$	0.0677	$	0.0577	$	0.1114
Speedway Operating Statistics
Retail outlets at period-end		1,358		1,603		1,617
Gasoline & distillates sales (millions of gallons)		3,300		3,232		3,215
Gasoline & distillates gross margin (dollars per gallon)(d)	$	0.1207	$	0.1030	$	0.1350
Merchandise sales (in millions)	$	3,195	$	3,109	$	2,838
Merchandise gross margin (in millions)	$	789	$	775	$	716
Pipeline Transportation Operating Statistics
Pipeline Barrels Handled (thousands of barrels per day)(e)
Crude oil trunk lines(f)		1,204		1,113		1,216
Refined products trunk lines		968		953		960
Total		2,172		2,066		2,176

^(a) Total average daily volumes of refined product sales to wholesale, branded and retail (Speedway segment) customers.

^(b) Includes intersegment sales.

^(c) Sales revenue less cost of refinery inputs, purchased products and manufacturing expenses, including depreciation.

^(d) Effective in the fourth quarter 2010, bank card processing fees incurred by the Speedway segment have been included as a cost in the calculation of the gasoline and distillate gross margin. All periods presented have been restated to reflect that classification.

^(e) On owned common carrier pipelines, excluding equity method investments.

^(f) For all periods presented, excludes volumes transported on a crude oil system that was transferred from common carrier to private service in the fourth quarter 2009.

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Refining, Marketing & Transportation Business of Marathon Oil Corporation

Combined Statements of Income (Unaudited)

	Three Months Ended March 31,
(In millions)	2011			2010
Revenues and other income:
Sales and other operating revenues (including consumer excise taxes)	$	17,819		$	13,338
Sales to related parties		23			24
Income from equity method investments		9			20
Net gain on disposal of assets		1			1
Other income		19			8
Total revenues and other income		17,871			13,391
Costs and expenses:
Cost of revenues (excludes items below)		14,557			11,628
Purchases from related parties		785			476
Consumer excise taxes		1,209			1,212
Depreciation and amortization		216			220
Selling, general and administrative expenses		217			206
Other taxes		68			68
Total costs and expenses		17,052			13,810
Income (loss) from operations		819			(419	)
Related party net interest and other financial income		17			6
Net interest and other financial income (costs)		(14	)		(4	)
Income (loss) before income taxes		822			(417	)
Provision (benefit) for income taxes		293			(128	)
Net income (loss)	$	529		$	(289	)

The accompanying notes are an integral part of these combined financial statements.

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Refining, Marketing & Transportation Business of Marathon Oil Corporation

Combined Balance Sheets (Unaudited)

(In millions)	March 31, 2011			December 31, 2010
Assets
Current assets:
Cash and cash equivalents	$	219		$	118
Related party debt securities		2,765			2,404
Receivables, less allowance for doubtful accounts of $4 and $4		4,748			4,393
Receivables from related parties		7			5
Inventories		2,735			3,071
Other current assets		106			65
Total current assets		10,580			10,056
Equity method investments		316			312
Property, plant and equipment, net		11,708			11,724
Goodwill		834			837
Other noncurrent assets		339			303
Total assets	$	23,777		$	23,232
Liabilities
Current liabilities:
Accounts payable	$	6,766		$	6,453
Payables to related parties		295			341
Payroll and benefits payable		221			266
Consumer excise taxes payable		296			286
Deferred income taxes		448			440
Long-term debt payable within one year to parent company and subsidiaries		52			655
Long-term debt due within one year		12			11
Other current liabilities		192			168
Total current liabilities		8,282			8,620
Long-term debt payable to parent company and subsidiaries		—			2,963
Long-term debt		3,263			268
Deferred income taxes		1,355			1,367
Defined benefit postretirement plan obligations		1,520			1,493
Deferred credits and other liabilities		321			277
Total liabilities		14,741			14,988
Commitments and contingencies
Net investment
Net investment		9,647			8,867
Accumulated other comprehensive loss		(611	)		(623	)
Total net investment		9,036			8,244
Total liabilities and net investment	$	23,777		$	23,232

The accompanying notes are an integral part of these combined financial statements.

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Refining, Marketing & Transportation Business of Marathon Oil Corporation

Combined Statements of Cash Flows (Unaudited)

	Three Months Ended March 31,
(In millions)	2011			2010
Increase (decrease) in cash and cash equivalents
Operating activities:
Net income (loss)	$	529		$	(289	)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		216			220
Pension and other postretirement benefits, net		46			40
Deferred income taxes		(12	)		(113	)
Net gain on disposal of assets		(1	)		(1	)
Equity method investments, net		(1	)		(14	)
Changes in the fair value of derivative instruments		(27	)		(15	)
Changes in:
Current receivables		(469	)		(107	)
Inventories		336			(176	)
Current accounts payable and accrued liabilities		357			265
Receivables from / payables to related parties		(48	)		32
All other, net		(11	)		9
Net cash provided by (used in) operating activities		915			(149	)
Investing activities:
Additions to property, plant and equipment		(243	)		(337	)
Disposal of assets		125			3
Investments in related party debt securities – purchases		(3,354	)		(4,521	)
– redemptions		2,993			4,878
Investments – loans and advances		(24	)		(7	)
– repayments of loans		19			9
Net cash provided by (used in) investing activities		(484	)		25
Financing activities:
Long-term debt payable to parent company and subsidiaries – borrowings		4,403			1,063
– repayments		(7,969	)		(404	)
Long-term debt – borrowings		2,989			—
– repayments		(3	)		(3	)
Debt issuance costs		(37	)		—
Contributions from (distributions to) parent company		287			(514	)
Net cash provided by (used in) financing activities		(330	)		142
Net increase in cash and cash equivalents		101			18
Cash and cash equivalents at beginning of period		118			128
Cash and cash equivalents at end of period	$	219		$	146

The accompanying notes are an integral part of these combined financial statements.

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Refining, Marketing & Transportation Business of Marathon Oil Corporation

Combined Statements of Net Investment (Unaudited)

	Three Months Ended March 31,
(In millions)	2011			2010
Net investment
Balance at beginning of period	$	8,867		$	9,692
Net income (loss)		529			(289	)
Contributions from (distributions to) parent company		251			(675	)
Balance at end of period		9,647			8,728
Accumulated other comprehensive loss
Defined benefit postretirement and post-employment plans:
Balance at beginning of period		(629	)		(526	)
Actuarial gains (losses), net of tax		11			(16	)
Prior service costs, net of tax		1			1
Balance at end of period		(617	)		(541	)
Other:
Balance at beginning of period		6			6
Changes during period, net of tax		—			—
Balance at end of period		6			6
Total at end of period		(611	)		(535	)
Total net investment	$	9,036		$	8,193
Comprehensive income (loss)
Net income (loss)	$	529		$	(289	)
Defined benefit postretirement and post-employment plans:
Actuarial gains (losses), net of tax of $7 and $29		11			(16	)
Prior service costs, net of tax of $1 and $1		1			1
Comprehensive income (loss)	$	541		$	(304	)

The accompanying notes are an integral part of these combined financial statements.

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Notes to Combined Financial Statements

1. Spin-off, Description of the Business and Basis of Presentation

Spin-off – On January 13, 2011, Marathon Oil Corporation (“Marathon Oil”) announced that its board of directors had approved moving forward with plans to separate its Refining, Marketing & Transportation Businesses (“RM&T Business”) into an independent publicly traded company, Marathon Petroleum Corporation (“MPC”), through a spin-off that is expected to be completed in accordance with a separation and distribution agreement between Marathon Oil and MPC (the “Spin-Off”).

Unless otherwise stated or the context otherwise indicates, all references in these combined financial statements to “us,” “our” or “we” mean the RM&T Business. All subsidiaries and equity method investments not contributed by Marathon Oil to MPC will remain with Marathon Oil and, together with Marathon Oil, are referred to as the “Marathon Oil Companies.”

Description of the Business – Our business consists of refining, wholesale marketing, retail marketing and pipeline transportation operations conducted primarily in the Midwest, Gulf Coast and southeastern regions of the United States, through subsidiaries, including Marathon Petroleum Company LP, Speedway LLC and Marathon Pipe Line LLC. Until December 1, 2010, we also had operations in the Upper Great Plains region of the United States.

See Note 4 for additional information about our operations.

Basis of Presentation – These combined financial statements are unaudited; however, in the opinion of our management, these statements reflect all adjustments necessary for a fair statement of the results for the periods reported. All such adjustments are of a normal, recurring nature unless otherwise disclosed. These combined financial statements, including the notes, have been prepared in accordance with the rules of the Securities and Exchange Commission applicable to interim period financial statements and do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America for complete financial statements.

These interim combined financial statements should be read in conjunction with the audited combined financial statements and notes thereto for the year ended December 31, 2010. The results of operations for the quarter ended March 31, 2011 are not necessarily indicative of the results to be expected for the full year.

The combined statements of income also include expense allocations for certain corporate functions historically performed by the Marathon Oil Companies, including allocations of general corporate expenses related to executive oversight, accounting, treasury, tax, legal, procurement and information technology. These allocations are based primarily on specific identification, headcount or computer utilization. Our management believes the assumptions underlying the combined financial statements, including the assumptions regarding allocating general corporate expenses from the Marathon Oil Companies, are reasonable. However, these combined financial statements may not include all of the actual expenses that would have been incurred had we been a stand-alone company during the periods presented and may not reflect our combined results of operations, financial position and cash flows had we been a stand-alone company during the periods presented. Actual costs that would have been incurred if we had been a stand-alone company would depend upon multiple factors, including organizational structure and strategic decisions made in various areas, including information technology and infrastructure.

Events and transactions subsequent to the balance sheet date have been evaluated through May 20, 2011, the date these combined financial statements were issued, for potential recognition or disclosure in the combined financial statements.

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2. Related Party Transactions

Our related parties included:

• Marathon Oil Companies.

• The Andersons Clymers Ethanol LLC (“TACE”), in which we have a 35 percent interest, and The Andersons Marathon Ethanol LLC (“TAME”), in which we have a 50 percent interest. These companies each own an ethanol production facility.

• Centennial Pipeline LLC (“Centennial”), in which we have a 50 percent interest. Centennial operates a refined products pipeline and storage facility.

• LOOP LLC (“LOOP”), in which we have a 51 percent noncontrolling interest. LOOP operates an offshore oil port.

• Other equity method investees.

We believe that transactions with related parties, other than certain transactions with the Marathon Oil Companies related to the provision of administrative services, were conducted on terms comparable to those with unrelated parties. See below for a description of transactions with the Marathon Oil Companies.

Sales to related parties were as follows:

	Three Months Ended March 31,
(In millions)	2011		2010
Equity method investees:
Centennial	$	20	$	7
Other equity method investees		2		1
Marathon Oil Companies		1		16
Total	$	23	$	24

Related party sales to Centennial consist primarily of petroleum products. Related party sales to the Marathon Oil Companies consist primarily of crude oil and are based on contractual prices that are market-based.

Purchases from related parties were as follows:

	Three Months Ended March 31,
(In millions)	2011		2010
Equity method investees:
Centennial	$	13	$	12
LOOP		9		6
TAME		32		23
TACE		12		10
Other equity method investees		6		12
Marathon Oil Companies		713		413
Total	$	785	$	476

Related party purchases from Centennial consist primarily of refinery feedstocks and refined product transportation costs. Related party purchases from LOOP and other equity method investees consist primarily of crude oil transportation costs. Related party purchases from TAME and TACE consist of ethanol. Related party purchases from the Marathon Oil Companies consist primarily of crude oil and natural gas, which are recorded at contracted prices that are market-based.

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The Marathon Oil Companies perform certain services for us such as executive oversight, accounting, treasury, tax, legal, procurement and information technology services. We also provide certain services to the Marathon Oil Companies, such as legal, human resources and tax services. The two groups of companies charge each other for these shared services based on a rate that is negotiated between them. Where costs incurred by the Marathon Oil Companies on our behalf could not practically be determined by specific utilization, these costs were primarily allocated to us based on headcount or computer utilization. Our management believes these allocations are a reasonable reflection of the utilization of services provided. However, these allocations may not fully reflect the expenses that would have been incurred had we been a stand-alone company during the periods presented. Net charges from the Marathon Oil Companies for these services reflected within selling, general and administrative expenses in the combined statements of income were $12 million and $11 million for the three months ended March 31, 2011 and 2010.

Current receivables from related parties were as follows:

(In millions)	March 31, 2011		December 31, 2010
Equity method investees	$	1	$	1
Marathon Oil Companies		6		4
Total	$	7	$	5

Payables to related parties were as follows:

(In millions)	March 31, 2011		December 31, 2010
Equity method investees:
LOOP	$	2	$	3
TAME		3		5
TACE		1		1
Other equity method investees		5		3
Marathon Oil Companies		284		329
Total	$	295	$	341

On July 18, 2007, we entered into a credit agreement with MOC Portfolio Delaware, Inc. (“PFD”), a subsidiary of Marathon Oil, providing for a $2.9 billion revolving credit facility which was scheduled to terminate on May 4, 2012. On October 28, 2010, we amended the credit agreement with PFD to increase the total amount available to $4.4 billion and extend the scheduled termination date to November 1, 2013. During the three months ended March 31, 2011, we borrowed $4,403 million and repaid $6,922 million under this credit facility. During the three months ended March 31, 2010, we borrowed $1,063 million and repaid $404 million under this credit facility. The outstanding balance was $52 million at March 31, 2011 and $2,571 million as of December 31, 2010. Since we expect to repay the entire outstanding balance prior to the Spin-Off, the entire $52 million outstanding balance at March 31, 2011 was classified as current. For U.S. Dollar loans under this credit facility, the interest rate is the higher of the prime rate or the sum of 0.5 percent plus the federal funds rate. For Euro Dollar loans under this credit facility, the interest rate is based on LIBOR plus a margin ranging from 0.25 percent to 1.125 percent. The margin varies based on our usage and credit rating.

On July 18, 2007, we entered into a $1.1 billion revenue bonds proceeds subsidiary loan agreement with Marathon Oil to finance a portion of our Garyville, Louisiana refinery major expansion project. Proceeds from the bonds were disbursed by Marathon Oil to us upon our request for reimbursement of expenditures related to the expansion. There were no borrowings during the three months ended March 31, 2011 and March 31, 2010. The loan balance outstanding as of December 31, 2010 of $1,047 million was repaid on February 1, 2011. The loan was terminated effective April 1, 2011. The loan had an annual interest rate of 5.125 percent.

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At December 31, 2010, $2,963 million of the debt payable to Marathon Oil and PFD was classified as non-current since we intended to refinance a corresponding amount of those obligations on a long-term basis. The replacement long-term debt was issued on February 1, 2011. The remaining amount of debt owed to Marathon Oil and PFD at December 31, 2010 was classified as current. See Note 12.

In 2005, we entered into agreements with PFD to invest our excess cash. Such investments consist of shares of PFD Redeemable Class A, Series 1 Preferred Stock (“PFD Preferred Stock”). We have the right to redeem all or any portion of the PFD Preferred Stock on any business day at $2,000 per share. Dividends on PFD Preferred Stock are declared and settled daily. At March 31, 2011 and December 31, 2010, our investments in PFD Preferred Stock totaled $2,765 million and $2,404 million. Our investments in PFD Preferred Stock are accounted for as available-for-sale debt securities. See Note 7.

Related party net interest and other financial income was as follows:

	Three Months Ended March 31,
(In millions)	2011			2010
Dividend income:
PFD Preferred Stock	$	17		$	6
Interest expense:
PFD revolving credit agreement		2			3
Marathon Oil loan agreement		5			13
Interest capitalized		(7	)		(16	)
Net interest expense		—			—
Related party net interest and other financial income	$	17		$	6

We also recorded property, plant and equipment additions related to capitalized interest incurred by Marathon Oil on our behalf of $2 million and $6 million in the three months ended March 31, 2011 and 2010, which were reflected as contributions from parent company.

Certain asset or liability transfers between Marathon Oil and the RM&T Business and certain expenses, such as stock-based compensation, incurred by Marathon Oil on behalf of the RM&T Business have been recorded as non-cash capital contributions. The non-cash capital contributions from (distributions to) Marathon Oil were ($36 million) and ($161 million) in the three months ended March 31, 2011 and 2010.

3. Variable Interest Entity

In December 2010, we closed the sale of most of our Minnesota assets, plus related inventories. Certain terms of the transaction resulted in the creation of variable interests in a variable interest entity (“VIE”) that owns the Minnesota assets. These variable interests include our ownership of a preferred equity interest in the VIE, operating margin support in the form of a capped liquidity guarantee and reimbursements to us for costs incurred in connection with transition services provided to the buyer. Our preferred equity interest in this VIE was reflected at $80 million in other noncurrent assets on our combined balance sheets as of March 31, 2011 and December 31, 2010. At December 31, 2010, there was an additional $107 million receivable due from the buyer related to a portion of the inventories sold that was fully collected during the three months ended March 31, 2011.

We are not the primary beneficiary of this VIE and, therefore, do not consolidate it; we lack the power to control or direct the activities that impact the VIE’s operations and economic performance. Our preferred equity interest does not allow us to appoint a majority of the Board of Managers and limits our ability to vote on only certain matters. Also, individually and cumulatively, none of our variable interests expose us to residual returns or expected losses that are significant to the VIE.

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Our maximum exposure to loss due to this VIE is $151 million, which was quantified based on contractual arrangements related to the sale. We did not provide any financial assistance to the buyer outside of our contractual arrangements related to the sale.

4. Segment Information

We have three reportable operating segments: Refining & Marketing; Speedway; and Pipeline Transportation. Each of these segments is organized and managed based upon the nature of the products and services they offer.

• Refining & Marketing – refines crude oil and other feedstocks at our refineries in the Gulf Coast and Midwest regions of the United States and distributes refined products through various means, including barges, terminals and trucks that we own or operate. We sell refined products to wholesale marketing customers domestically and internationally, to buyers on the spot market, to our Speedway segment and to dealers and jobbers who operate Marathon^®-branded retail outlets;

• Speedway – sells transportation fuels and convenience products in the retail market, primarily in the Midwest, through Speedway^®-branded convenience stores; and

• Pipeline Transportation – transports crude oil and other feedstocks to our refineries and other locations, delivers refined products to wholesale and retail market areas and owns, among other transportation-related assets, a majority interest in LOOP LLC, which is the owner and operator of the only U.S. deepwater oil port.

On December 1, 2010, we disposed of most of our Minnesota assets. Segment information for all periods prior to the disposition includes amounts for these operations.

Information regarding assets by segment is not presented because it is not reviewed by the chief operating decision maker. Segment income represents income from operations attributable to the operating segments. RM&T Business corporate administrative expenses, including those allocated from the Marathon Oil Companies, and costs related to certain non-operating assets are not allocated to the operating segments. In addition, certain items that affect comparability (as determined by the chief operating decision maker) are not allocated to the operating segments.

(In millions)	Refining & Marketing			Speedway		Pipeline Transportation			Total
Three Months Ended March 31, 2011
Revenues:
Customer	$	14,819		$	2,985	$	15		$	17,819
Intersegment (a)		1,764			—		77			1,841
Related parties		22			—		1			23
Segment revenues		16,605			2,985		93			19,683
Elimination of intersegment revenues		(1,764	)		—		(77	)		(1,841	)
Total revenues	$	14,841		$	2,985	$	16		$	17,842
Segment income from operations	$	802		$	33	$	51		$	886
Income from equity method investments		—			—		9			9
Depreciation and amortization		179			26		11			216
Capital expenditures(b)		183			5		12			200

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(In millions)	Refining & Marketing			Speedway		Pipeline Transportation			Total
Three Months Ended March 31, 2010
Revenues:
Customer	$	10,466		$	2,862	$	10		$	13,338
Intersegment (a)		1,711			—		78			1,789
Related parties		23			—		1			24
Segment revenues		12,200			2,862		89			15,151
Elimination of intersegment revenues		(1,711	)		—		(78	)		(1,789	)
Total revenues	$	10,489		$	2,862	$	11		$	13,362
Segment income (loss) from operations	$	(445	)	$	40	$	44		$	(361	)
Income from equity method investments		6			—		14			20
Depreciation and amortization		179			29		12			220
Capital expenditures(b)		289			8		4			301

^(a) Management believes intersegment transactions were conducted under terms comparable to those with unrelated parties.

^(b) Capital expenditures include changes in accruals.

The following reconciles segment income (loss) from operations to income (loss) before income taxes as reported in the combined statements of income:

	Three Months Ended March 31,
(In millions)	2011			2010
Segment income (loss) from operations	$	886		$	(361	)
Items not allocated to segments
Corporate and other unallocated items(a)		(67	)		(58	)
Net interest and other financial income		3			2
Income (loss) before income taxes	$	822		$	(417	)

^(a) Corporate and other unallocated items consists primarily of the RM&T Business’s corporate administrative expenses, including allocations from the Marathon Oil Companies and costs related to certain non-operating assets.

The following reconciles total revenues to sales and other operating revenues (including consumer excise taxes) as reported in the combined statements of income:

	Three Months Ended March 31,
(In millions)	2011		2010
Total revenues	$	17,842	$	13,362
Less: Sales to related parties		23		24
Sales and other operating revenues (including consumer excise taxes)	$	17,819	$	13,338

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5. Defined Benefit Postretirement Plans

The following summarizes the components of net periodic benefit cost:

	Three Months Ended March 31,
	Pension Benefits						Other Benefits
(In millions)	2011			2010			2011		2010
Service cost	$	18		$	17		$	5	$	4
Interest cost		27			28			7		6
Expected return on plan assets		(24	)		(24	)		—		—
Amortization – prior service cost		2			2			—		—
– actuarial loss (gain)		18			14			—		(1	)
Net periodic benefit cost	$	41		$	37		$	12	$	9

We expect to make contributions up to an estimated $101 million to our funded pension plans over the remainder of 2011. Current benefit payments related to unfunded pension and other postretirement benefit plans were $2 million and $5 million, respectively, during the first three months of 2011.

6. Income Taxes

The following is an analysis of the effective income tax rates for the periods presented:

	Three Months Ended March 31,
	2011			2010
Statutory rate applied to income before income taxes		35	%		35	%
State and local income taxes, net of federal income tax effects		2			3
Legislation(a)		—			(6	)
Effects of dividends received deduction and partially owned companies		—			(1	)
Other		(1	)		—
Provision for income taxes(b)		36	%		31	%

^(a) The Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010 were signed into law in March 2010. These new laws effectively change the tax treatment of federal subsidies paid to sponsors of retiree health benefit plans that provide prescription drug benefits that are at least actuarially equivalent to the corresponding benefits provided under Medicare Part D. The federal subsidy paid to employers was introduced as part of the Medicare Prescription Drug, Improvement, and Modernization Act of 2003 (the “MPDIMA”). Under the MPDIMA, the federal subsidy does not reduce our income tax deduction for the costs of providing such prescription drug plans, nor is it subject to income tax individually. Beginning in 2013, under the 2010 legislation, our income tax deduction for the costs of providing Medicare Part D-equivalent prescription drug benefits to retirees will be reduced by the amount of the federal subsidy. Such a change in the tax law must be recognized in earnings in the period enacted, regardless of the effective date. As a result, we recorded a charge of $26 million in the three months ended March 31, 2010 for the write-off of deferred tax assets to reflect the change in the tax treatment of the federal subsidy.

^(b)  The three months ended March 31, 2011 effective tax rate was a 36 percent expense on the income before income taxes of $822 million. The three months ended March 31, 2010 effective tax rate was a 31 percent benefit on the loss before income taxes of $417 million.

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7. Investments in Debt and Equity Securities

Our investments in debt and equity securities, which are classified as available-for-sale, consist of shares of PFD Preferred Stock and shares of publicly traded equity securities. See Note 2 for additional information on PFD Preferred Stock. On the combined balance sheets, PFD Preferred Stock is reflected as related-party debt securities, and other equity securities are recorded in other noncurrent assets.

The following table summarizes our investments in debt and equity securities:

(In millions)	Amortized Cost		Gross Unrealized Gains		Fair Value
March 31, 2011
PFD Preferred Stock	$	2,765	$	—	$	2,765
Other equity securities		2		1		3
Total	$	2,767	$	1	$	2,768
December 31, 2010
PFD Preferred Stock	$	2,404	$	—	$	2,404
Other equity securities		2		1		3
Total	$	2,406	$	1	$	2,407

We had no other-than-temporary impairments to our investments in debt and equity securities during the three months ended March 31, 2011 and 2010.

There were no realized gains on our equity securities investments in the three months ended March 31, 2011 and 2010.

The change in unrealized holding gain on available-for-sale securities included in accumulated other comprehensive loss was less that $1 million for the three months ended March 31, 2011 and 2010. There were no gains or losses reclassified out of accumulated other comprehensive loss into earnings for the three months ended March 31, 2011 and 2010.

8. Inventories

(In millions)	March 31, 2011		December 31, 2010
Crude oil and refinery feedstocks	$	942	$	1,118
Refined products		1,565		1,716
Merchandise		63		65
Supplies and sundry items		165		172
Total (at cost)	$	2,735	$	3,071

Inventories are carried at the lower of cost or market value. The cost of inventories of crude oil and refinery feedstocks, refined products and merchandise is determined primarily under the last-in, first-out (“LIFO”) method. Cost of revenues decreased and income (loss) from operations increased by less than $1 million and by $3 million for the three months ended March 31, 2011 and 2010, respectively, as a result of liquidations of LIFO inventories.

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9. Property, Plant and Equipment

(In millions)	March 31, 2011		December 31, 2010
Refining & Marketing	$	13,410	$	13,234
Speedway		1,762		1,703
Pipeline Transportation		1,493		1,482
Other		203		205
Total		16,868		16,624
Less accumulated depreciation and amortization		5,160		4,900
Net property, plant and equipment	$	11,708	$	11,724

10. Fair Value Measurements

Fair Values – Recurring

The following tables present assets and liabilities accounted for at fair value on a recurring basis as of March 31, 2011 and December 31, 2010 by fair value hierarchy level.

	March 31, 2011
(In millions)	Level 1			Level 2			Level 3			Collateral		Total
Commodity derivative instruments, assets	$	143		$	2		$	4		$	104	$	253
PFD Preferred Stock		—			—			2,765			—		2,765
Other assets		3			—			—			—		3
Total assets at fair value	$	146		$	2		$	2,769		$	104	$	3,021
Commodity derivative instruments, liabilities	$	(188	)	$	(1	)	$	(5	)	$	—	$	(194	)
Interest rate derivative instruments, liabilities		—			(1	)		—			—		(1	)
Total liabilities at fair value	$	(188	)	$	(2	)	$	(5	)	$	—	$	(195	)
	December 31, 2010
(In millions)	Level 1			Level 2			Level 3			Collateral		Total
Commodity derivative instruments, assets	$	58		$	—		$	1		$	78	$	137
PFD Preferred Stock		—			—			2,404			—		2,404
Other assets		3			—			—			—		3
Total assets at fair value	$	61		$	—		$	2,405		$	78	$	2,544
Commodity derivative instruments, liabilities	$	(103	)	$	—		$	(3	)	$	—	$	(106	)

Commodity derivatives in Level 1 are exchange-traded contracts for crude oil and refined products measured at fair value with a market approach using the close-of-day settlement prices for the market. Collateral deposits related to Level 1 commodity derivatives are in broker accounts covered by master netting agreements.

Commodity derivatives and interest rate swaps in Level 2 are measured at fair value with a market approach using broker price quotes or prices obtained from third-party services such as Bloomberg L.P. or Platt’s, a Division of McGraw-Hill Corporation (“Platt’s”), which have been corroborated with data from active markets for assets and liabilities.

Commodity derivatives in Level 3 are measured at fair value with a market approach using prices obtained from third-party services such as Platt’s and price assessments from other independent brokers. Since we are unable to

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independently verify information from the third-party service providers to active markets, all these measures are considered Level 3.

Our investments in related-party debt securities, PFD Preferred Stock, are redeemable on any business day at their recorded value. See Note 2. The fair value of related-party debt securities is measured using an income approach where the recorded value approximates market value due to the daily redemption feature. Because the related-party debt securities are not publicly traded, the projected cash flows are Level 3 inputs.

The following is a reconciliation of the net beginning and ending balances recorded for net assets and liabilities classified as Level 3 in the fair value hierarchy.

	Three Months Ended March 31,
(In millions)	2011			2010
Beginning balance	$	2,402		$	865
Total realized and unrealized losses included in net income (loss)		(1	)		(6	)
Purchases		3,354			4,521
Redemptions		(2,993	)		(4,878	)
Settlements		2			(2	)
Distributions to parent company(a)		—			(150	)
Ending Balance	$	2,764		$	350

^(a) Due to the January 1, 2010, merger of two non-operating RM&T Business legal entities into Marathon Oil.

Net income for the three months ended March 31, 2011 and 2010 included unrealized losses of $1 million and $6 million related to Level 3 derivative instruments held on those dates. See Note 11 for the income statement impacts of our derivative instruments.

Fair Values – Reported

The following table summarizes financial instruments, excluding the PFD Preferred Stock and derivative financial instruments reported above, by individual balance sheet line item at March 31, 2011 and December 31, 2010.

	March 31, 2011				December 31, 2010
(In millions)	Fair Value		Carrying Value		Fair Value		Carrying Value
Financial assets
Other noncurrent assets	$	296	$	132	$	289	$	126
Total financial assets	$	296	$	132	$	289	$	126
Financial liabilities
Long-term debt payable within one year to parent company and subsidiaries	$	52	$	52	$	655	$	655
Long-term debt payable to parent company and subsidiaries		—		—		2,908		2,963
Long-term debt(a)		3,027		2,988		—		—
Deferred credits and other liabilities		22		22		22		22
Total financial liabilities	$	3,101	$	3,062	$	3,585	$	3,640

^(a) Excludes capital leases.

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Our current assets and liabilities include financial instruments, the most significant of which are trade accounts receivable and payables. We believe the carrying values of our current assets and liabilities approximate fair value. Our fair value assessment incorporates a variety of considerations, including (1) the short-term duration of the instruments (e.g., less than 1 percent of our trade receivables and payables are outstanding for greater than 90 days), (2) Marathon Oil’s investment-grade credit rating and (3) our historical incurrence of and expected future insignificance of bad debt expense, which includes an evaluation of counterparty credit risk.

Fair values of our financial assets included in other noncurrent assets and of our financial liabilities included in deferred credits and other liabilities are measured using an income approach and most inputs are internally generated, which results in a Level 3 classification. Estimated future cash flows are discounted using a rate deemed appropriate to obtain the fair value.

Debt payable to parent company and subsidiaries includes a revolving credit agreement and a loan as discussed in Note 2. The revolving credit balance is measured using an income approach. The future debt service payments are discounted using the rate at which we currently expect to borrow. All inputs to this calculation are Level 3. The carrying value approximates fair value. Fair value of long-term debt is measured using a market approach, based upon quotes from major financial institutions for comparable debt. Because these quotes cannot be independently verified to the market, they are considered Level 3 inputs.

11. Derivatives

For further information regarding the fair value measurement of derivative instruments, see Note 10. We do not designate any of our commodity derivative instruments as hedges for accounting purposes.

In the three months ended March 31, 2011, we entered into interest rate swap derivative instruments to manage our exposure to interest rate risk associated with a portion of the fixed interest rate debt in our portfolio. Changes in the fair values of both the hedged item and the related derivative are recognized immediately in net income with an offsetting effect included in the basis of the hedged item.

The following table presents the gross fair values of derivative instruments, excluding cash collateral, and where they appear on the combined balance sheets as of March 31, 2011 and December 31, 2010:

	March 31, 2011
(In millions)	Asset		Liability		Net Asset			Balance Sheet Location
Commodity derivatives	$	146	$	188	$	(42	)	Other current assets
	March 31, 2011
(In millions)	Asset		Liability		Net Liability			Balance Sheet Location
Commodity derivatives	$	3	$	6	$	3		Other current liabilities
Interest rate derivatives		—		1		1		Deferred credits and other liabilities
Total	$	3	$	7	$	4
	December 31, 2010
(In millions)	Asset		Liability		Net Asset			Balance Sheet Location
Commodity derivatives	$	58	$	103	$	(45	)	Other current assets
	December 31, 2010
(In millions)	Asset		Liability		Net Liability			Balance Sheet Location
Commodity derivatives	$	1	$	3	$	2		Other current liabilities

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Derivatives Designated as Fair Value Hedges

As of March 31, 2011, we had an interest rate swap agreement with a notional amount of $100 million at a weighted average, LIBOR-based, floating rate of 1.48 percent. The following table summarizes the pretax effect of derivative instruments designated as hedges of fair value in our combined statements of income:

		Gain (Loss) Three Months Ended March 31,
(In millions)	Income Statement Location	2011			2010
Derivative
Interest rate	Net interest and other financial income (costs)	$	(1	)	$	—
Hedged Item
Long-term debt	Net interest and other financial income (costs)	$	1		$	—

Derivatives not Designated as Hedges

The tables below summarize open commodity derivative contracts at March 31, 2011. These contracts enable us to effectively correlate our commodity price exposure to the relevant market indicators, thereby mitigating price risk.

	March 31, 2011
	Position		Barrels per Day			Weighted Average Price (Per Barrel)		Benchmark
Crude Oil(a)
Exchange-traded		Long		41,208		$	102.70		CME and ICE Crude(b)  (c)
Exchange-traded		Short		(76,482	)	$	101.59		CME and ICE Crude(b) (c)
	Position		Barrels per Day			Weighted Average Price (Per Gallon)		Benchmark
Refined Products(d)
Exchange-traded		Long		12,488		$	3.02		CME Heating Oil and  RBOB(b) (e)
Exchange-traded		Short		(4,608	)	$	3.01		CME Heating Oil and  RBOB(b) (e)

^(a)  91 percent of these contracts expire in the second quarter of 2011.

^(b)  Chicago Mercantile Exchange (“CME”).

^(c)  Intercontinental Exchange (“ICE”).

^(d)  99.5 percent of these contracts expire in the second quarter of 2011.

^(e)  Reformulated Gasoline Blendstock for Oxygenate Blending (“RBOB”).

The following table summarizes the effects of all commodity derivative instruments in our combined statements of income:

(In millions)	Gain (Loss) Three Months Ended March 31,
Income Statement Location	2011			2010
Sales and other operating revenues	$	(15	)	$	6
Cost of revenues		(43	)		(29	)
Other income		1			2
Total	$	(57	)	$	(21	)

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12. Debt

Our outstanding borrowings at March 31, 2011 and December 31, 2010 consisted of the following:

(In millions)	March 31, 2011			December 31, 2010
Marathon Petroleum Corporation:
Revolving credit agreement due 2015	$	—		$	—
3.500% senior notes due March 1, 2016		750			—
5.125% senior notes due March 1, 2021		1,000			—
6.500% senior notes due March 1, 2041		1,250			—
Other legal entities of RM&T Business:
Capital lease obligations due 2011-2024(a)		287			279
Total		3,287			279
Unamortized discount		(11	)		—
Fair value adjustments(b)		(1	)		—
Amounts due within one year		(12	)		(11	)
Total long-term debt due after one year	$	3,263		$	268

^(a) These obligations as of March 31, 2011 include $83 million related to assets under construction at that date for which a capital lease will commence upon completion of construction. The amounts currently reported are based upon the percent of construction completed as of March 31, 2011 and therefore do not reflect future lease obligations of $164 million related to the assets.

^(b) See Notes 10 and 11 for information on interest rate swaps.

Senior Notes – On February 1, 2011, MPC, currently a wholly owned subsidiary of Marathon Oil, completed a private placement of three series of Senior Notes aggregating $3 billion (the “Notes”). The Notes are intended to establish a minimum $750 million initial cash balance for MPC upon completion of the Spin-Off and replace existing debt payable to the Marathon Oil Companies, with any remaining proceeds to be distributed to the Marathon Oil Companies on or before June 30, 2011. See Note 16. The Notes are unsecured and unsubordinated obligations of MPC which are guaranteed by Marathon Oil on a senior unsecured basis. Marathon Oil’s guarantees will terminate upon completion of the Spin-Off.

The holders of the Notes are entitled to the benefits of a registration rights agreement. Within 360 days after the issuance of the Notes, MPC and Marathon Oil will be obligated to use commercially reasonable efforts to file a registration statement with respect to a registered exchange offer to exchange the Notes for new notes that are guaranteed by Marathon Oil, if applicable, with terms substantially identical in all material respects to the Notes. Alternatively, if the exchange offer cannot be completed, MPC and Marathon Oil will be required to file a shelf registration statement to cover resale of the Notes under the Securities Act of 1933. If MPC and Marathon Oil do not comply with these obligations, we will be required to pay additional interest on the Notes. The additional interest will accrue on the principal amount of the Notes at a rate of 0.25 per annum, which rate would be increased by an additional 0.25 percent per annum for each subsequent 90-day period that such additional interest continues to accrue, provided that the rate at which such additional interest accrues may not exceed one percent per annum. Marathon Oil’s obligations under the registration rights agreement will terminate upon termination of the Marathon Oil guarantees in connection with the completion of the Spin-Off, at which point MPC will be solely responsible for the obligations under the registration rights agreement.

Revolving Credit Agreement – To provide additional liquidity following the Spin-Off, MPC entered into a four-year revolving credit agreement dated March 11, 2011, (the “Credit Agreement”) with a syndicate of lenders. Under the Credit Agreement, upon the consummation of the Spin-Off and the satisfaction of certain other conditions, MPC will have an initial borrowing capacity of up to $2.0 billion. MPC has the right to seek an increase of the total amount available under the Credit Agreement to $2.5 billion, subject to certain conditions.

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MPC may obtain up to $1.5 billion of letters of credit and up to $100 million of swingline loans under the Credit Agreement. MPC may, subject to certain conditions, request that the term of the Credit Agreement be extended for up to two additional one-year periods. Each such extension would be subject to the approval of lenders holding greater than 50 percent of the commitments then outstanding, and the commitment of any lender that does not consent to an extension of the maturity date will be terminated on the then-effective maturity date.

The Credit Agreement contains covenants that MPC considers usual and customary for an agreement of this type, including a maximum ratio of consolidated indebtedness to Consolidated EBITDA (as defined in the Credit Agreement) of 3.0 to 1.0 and a minimum ratio of Consolidated EBITDA to consolidated interest expense of 3.5 to 1.0. In addition, the Credit Agreement includes limitations on indebtedness of MPC’s subsidiaries, other than subsidiaries that guarantee MPC’s obligations under the Credit Agreement. Borrowings under the Credit Agreement are subject to acceleration upon the occurrence of events of default that MPC considers usual and customary for an agreement of this type.

Borrowings of revolving loans under the Credit Agreement bear interest, at MPC’s option, at either (i) the sum of the Adjusted LIBO Rate (as defined in the Credit Agreement), plus a margin ranging between 1.75 percent to 3.00 percent, depending on MPC’s credit ratings, or (ii) the sum of the Alternate Base Rate (as defined in the Credit Agreement), plus a margin ranging between 0.75 percent to 2.00 percent, depending on MPC’s credit ratings. The Credit Agreement also provides for customary fees, including administrative agent fees, commitment fees, fees in respect of letters of credit and other fees.

13. Stock-Based Compensation Plans

The following table presents a summary of stock option award and restricted stock award activity for the three months ended March 31, 2011:

	Stock Options					Restricted Stock
	Number of Shares			Weighted Average Exercise Price		Awards			Weighted- Average Grant Date Fair Value
Outstanding at December 31, 2010		7,317,129		$	34.97		203,772		$	33.03
Granted(a)		291,000			49.18		44,377			49.04
Options Exercised/Stock Vested		(523,278	)		24.84		(47,125	)		38.61
Canceled		(69,703	)		31.73		(12,146	)		31.78
Outstanding at March 31, 2011		7,015,148			36.35		188,878			35.48

^(a) The weighted average grant date fair value of stock option awards granted was $15.92 per share.

14. Supplemental Cash Flow Information

	Three Months Ended March 31,
(In millions)	2011		2010
Net cash provided from operating activities included:
Income taxes paid to taxing authorities(a)	$	—	$	5
Non-cash investing and financing activities:
Capital lease obligations increase	$	9	$	10

^(a) U.S. federal and most state income taxes were paid by Marathon Oil.

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The combined statements of cash flows exclude changes to the combined balance sheets that did not affect cash. The following is a reconciliation of additions to property, plant and equipment to total capital expenditures:

	March 31,
(In millions)	2011			2010
Additions to property, plant and equipment	$	243		$	337
Decrease in capital accruals		(43	)		(36	)
Capital expenditures	$	200		$	301

The following is a reconciliation of contributions from (distributions to) parent company:

	Three Months Ended March 31,
(In millions)	2011			2010
Contributions from (distributions to) parent company per combined statements of cash flows	$	287		$	(514	)
Non-cash contributions from (distributions to) parent company		(36	)		(161	)
Contributions from (distributions to) parent company per combined statements of net investment	$	251		$	(675	)

See Note 2 for information regarding non-cash contributions from (distributions to) Marathon Oil.

15. Commitments & Contingencies

We are the subject of, or a party to, a number of pending or threatened legal actions, contingencies and commitments involving a variety of matters, including laws and regulations relating to the environment. Some of these matters are discussed below. The ultimate resolution of some of these contingencies could, individually or in the aggregate, be material.

Lawsuits – In May 2007, the Kentucky Attorney General filed a lawsuit against us and Marathon Oil in state court in Franklin County, Kentucky for alleged violations of Kentucky’s emergency pricing and consumer protection laws following Hurricanes Katrina and Rita in 2005. The lawsuit alleges that we overcharged customers by $89 million during September and October 2005. The complaint seeks disgorgement of these sums, as well as penalties, under Kentucky’s emergency pricing and consumer protection laws. We are vigorously defending this litigation. If it is resolved unfavorably, it could materially impact our combined results of operations, financial position or cash flows. We believe that this is the first lawsuit for damages and injunctive relief under the Kentucky emergency pricing laws to progress this far and it contains many novel issues. Although the 2007 lawsuit’s scope was limited to 2005 pricing activities, on May 13, 2011 the Kentucky Attorney General unexpectedly asked the court to impose a temporary injunction that, in part, would regulate how we currently price our wholesale gasoline in Kentucky under statewide price controls that were activated by the Kentucky Governor on April 26, 2011. A hearing on the Attorney General’s request is scheduled for May 19, 2011. The ultimate outcome of the 2007 lawsuit or the 2011 request for injunctive relief, including any financial effect on us, remains uncertain. Management does not believe an estimate of a reasonably possible loss (or range of loss) can be made for this lawsuit at this time.

We, along with other refining and marketing companies, settled a number of lawsuits pertaining to gasoline containing methyl tertiary-butyl ether (“MTBE”) in 2008. We settled additional MTBE-related lawsuits in 2009 and 2010. Including a lawsuit filed in federal court in Baltimore, Maryland during the first quarter of 2011 involving seven plaintiffs, as of May 17, 2011, we are a defendant, along with other refining and marketing

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companies, in eight lawsuits pending in six states, in which a total of fourteen plaintiffs seek to recover damages alleged to have resulted from MTBE contamination. Like the lawsuits we previously settled, all of the pending lawsuits (except the more-recently filed Maryland lawsuit) are consolidated in a multi-district litigation (“MDL”) in the Southern District of New York for pretrial proceedings. We expect the Maryland case to be similarly consolidated in the New York MDL. Plaintiffs in these lawsuits allege damages to water supply wells from contamination of groundwater by MTBE, similar to the damages claimed in the lawsuits previously settled. In addition, in one of the lawsuits the New Jersey Department of Environmental Protection also seeks to recover the cost of remediating MTBE contamination of ground and surface water not being used for public water supply purposes, as well as natural resources damages allegedly resulting from such contamination. We are vigorously defending these lawsuits. We do not expect our share of liability for these lawsuits to materially impact our combined results of operations, financial position or cash flows. We expect additional lawsuits alleging similar damages against us in the future, but likewise do not expect them to materially impact our combined results of operations, financial position or cash flows, based upon our experience and amounts paid in connection with other MTBE lawsuits. However, the ultimate outcome of the pending or future MTBE lawsuits, including any financial effect on us, remains uncertain. The pending cases are in various phases of discovery and our management does not believe an estimate of a reasonably possible loss (or a range of loss) can be made for these lawsuits and future lawsuits at this time. We voluntarily discontinued distributing MTBE-containing gasoline in, at the latest, 2002.

We are defendant in a number of other lawsuits and other proceedings arising in the ordinary course of business. While the ultimate outcome and impact to us cannot be predicted with certainty, we believe that the resolution of these other lawsuits and proceedings will not have a material adverse effect on our combined financial position, results of operations or cash flows.

Contractual commitments – At March 31, 2011, our contractual commitments to acquire property, plant and equipment totaled $748 million.

16. Subsequent Events

To provide an additional source of liquidity following the Spin-Off, we have engaged J.P. Morgan Securities LLC to use commercially reasonable efforts to arrange a new trade receivables conduit facility in an aggregate principal amount not to exceed $1.0 billion. We expect that such a facility would involve our selling, on an ongoing basis, a portion of our trade receivables to a wholly owned, bankruptcy-remote subsidiary, which would, in turn, have the ability to sell interests in qualifying receivables to certain asset-backed commercial paper conduits and/or financial institutions. J.P. Morgan Securities LLC has not committed to provide any portion of this facility, and we can provide no assurance that we will enter into this facility on the terms contemplated in our May 17, 2011 engagement letter with J.P. Morgan Securities LLC or at all.

As discussed in Note 12, we issued the Notes with the intent of, among other things, establishing a minimum $750 million initial cash balance for MPC upon completion of the Spin-Off. We are now estimating that our initial cash and cash equivalents balance as of the distribution date will be a minimum of $1.425 billion.

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Supplementary Statistics (Unaudited)

	Three Months Ended March 31,
(In millions)	2011			2010
Segment Income from Operations
Refining & Marketing	$	802		$	(445	)
Speedway		33			40
Pipeline Transportation		51			44
Segment income (loss) from operations		886			(361	)
Items not allocated to segments		(67	)		(58	)
Income (loss) from operations	$	819		$	(419	)
Capital Expenditures(a)
Refining & Marketing	$	183		$	289
Speedway		5			8
Pipeline Transportation		12			4
Total	$	200		$	301

^(a) Capital expenditures include capital accruals.

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Supplementary Statistics (Unaudited)

	Three Months Ended March 31,
	2011		2010
RM&T Business Refined Product Sales Volumes (thousands of barrels per day)(a)		1,562		1,355
Refining & Marketing Operating Statistics
Refinery Runs (thousands of barrels per day)
Crude oil refined		1,114		1,003
Other charge and blend stocks		207		97
Total		1,321		1,100
Refined Product Yields (thousands of barrels per day)
Gasoline		731		576
Distillates		408		306
Propane		24		20
Feedstocks and special products		116		116
Heavy fuel oil		21		14
Asphalt		49		77
Total		1,349		1,109
Refining and Marketing Sales Volumes (thousands of barrels per day)(b)		1,541		1,344
Refining and Marketing Gross Margin (dollars per gallon)(c)	$	0.1602	$	(0.0628	)
Speedway Operating Statistics
Retail outlets at period-end		1,353		1,598
Gasoline & distillates sales (millions of gallons)		693		783
Gasoline & distillates gross margin (dollars per gallon)	$	0.1064	$	0.1022
Merchandise sales (in millions)	$	663	$	731
Merchandise gross margin (in millions)	$	158	$	178
Pipeline Transportation Operating Statistics
Pipeline Barrels Handled (thousands of barrels per day)(d)
Crude oil trunk lines		1,174		1,162
Refined products trunk lines		972		698
Total		2,146		1,860

^(a) Total average daily volumes of refined product sales to wholesale, branded and retail (Speedway segment) customers.

^(b) Includes intersegment sales.

^(c) Sales revenue less cost of refinery inputs, purchased products and manufacturing expenses, including depreciation.

^(d) On owned common carrier pipelines, excluding equity method investments.

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