MARATHON OIL CORPORATION DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS

1.

Purpose

2.

Definitions

(a)

409A Benefit means that portion of a Participant’s Deferred Cash Account and Deferred Stock Account that was deferred or became vested after December 31, 2004, with earnings and losses attributable thereto pursuant to Sections 5 and 6.

(b)

Beneficiary or Beneficiaries means a person or persons or other entity designated on a beneficiary designation form by a Participant as allowed in this Plan to receive Deferred Benefit payments. If there is no valid designation by the Participant, or if the designated Beneficiary or Beneficiaries fail to survive the Participant or otherwise fail to take the Benefit, the Participant’s Beneficiary is the Participant’s surviving spouse or, if there is no surviving spouse, the Participant’s estate. A Participant may use a beneficiary designation form (in the form and manner acceptable to the Committee) to designate one or more Beneficiaries for all of the Participant’s Deferred Benefit; such designations are revocable.

(c)

Board means the Board of Directors of Marathon Oil Corporation.

(d)

Code means the Internal Revenue Code of 1986 as amended, including regulations and other guidance of general applicability promulgated thereunder.

(e)

Code section 409A means, collectively, section 409A of the Code and any Treasury and Internal Revenue Service regulations and guidance issued thereunder.

(f)

Committee means the Corporate Governance and Nominating Committee of the Board or such other committee of the Board as the Board may designate to administer the Plan. In the event the Committee has delegated any authority or responsibility under the Plan in accordance with Section 12, the term “Committee” where used herein shall also refer to the applicable delegate.

(g)

Common Stock means the common stock of the Corporation.

(h)

Common Stock Unit means a book-entry unit equal in value to a share of Common Stock. A Participant shall be credited with one Common Stock Unit for each stock unit or hypothetical share of Common Stock granted pursuant to a Director Stock Award (or any successor stock incentive arrangement).

(i)

Corporation means Marathon Oil Corporation or any successor thereto.

(j)

Deferral Election Form means a document designated by the Committee for the purpose of allowing a Participant to elect deferrals under Section 3.

(k)

Deferral Year means the calendar year for which a Participant has elected to defer amounts under this Plan.

(l)

Deferred Benefit means a Participant’s Deferred Cash Account and Deferred Stock Account under the Plan.

(m)

Deferred Cash Account means that bookkeeping record established for each Participant to reflect the status of the Participant’s Deferred Cash Benefit under this Plan. A Deferred Cash Account: (i) is established only for purposes of measuring a Deferred Cash Benefit and not to segregate assets or to identify assets that may or must be used to satisfy a Deferred Cash Benefit; (ii) will be credited with that portion of the Participant’s Retainer Fee deferred as a Deferred Cash Benefit according to a Deferral Election Form; and (iii) will be credited periodically with earnings and losses as provided under Section 5.

(n)

Deferred Cash Benefit means the amount of Retainer Fees deferred by a Participant under Section 3.

(o)

Deferred Stock Account means that bookkeeping record established for each Participant to reflect the status of the Participant’s Deferred Stock Benefit under this Plan. A Deferred Stock Account is established only for purposes of measuring Common Stock Units and not to segregate assets or to identify assets that may or must be used to satisfy a Deferred Stock Benefit. A Deferred Stock Account will be credited with the Common Stock Units that are awarded to a Participant annually or at such other times that awards are made and deferred. A Deferred Stock Account will be credited periodically with additional Common Stock Units that reflect the value of dividends paid on Common Stock pursuant to Section 6.

(p)

Deferred Stock Benefit means the number of Common Stock Units that are deferred pursuant to Section 3. In addition to the Common Stock Units granted pursuant to any Director Stock Award, a Participant’s Deferred Stock Benefit shall also include any Common Stock Units granted prior to 2007 pursuant to any predecessor arrangement.

(q)

Directors means those duly named members of the Board.

(r)

Director Stock Award means an award providing for the grant of Common Stock Units, including awards governed by the 2007 Incentive Compensation Plan Administrative Regulations for Annual Director Stock Awards or, in the discretion of the Committee, any successor stock incentive award.

(s)

Distribution Election Form means the form submitted by a Participant prior to 2008 to elect the time and form of payment of the Participant’s Deferred Benefit.

(t)

Election Date means the date established by this Plan as the date before which a Participant must submit a valid Deferral Election Form to the Committee. For each Deferral Year, the Election Date is December 31 of the preceding calendar year. Notwithstanding the foregoing, the Committee may set an earlier date as the Election Date for any Deferral Year. All Election Dates shall be established in conformity with Code section 409A.

(u)

Grandfathered Benefit means that portion of a Participant’s Deferred Cash Account and Deferred Stock Account that is exempt from Code section 409A because it was deferred and vested as of December 31, 2004, as adjusted to reflect any earnings or losses thereto pursuant to Sections 5 and 6.

(v)

Participant means a Director who is not simultaneously an employee of the Corporation.

(w)

Plan means the Marathon Oil Corporation Deferred Compensation Plan for Non-Employee Directors.

(x)

Retainer Fee means that portion of a Participant’s compensation that is fixed and paid without regard to the Participant’s attendance at meetings.

(y)

Separation from Service shall have the same meaning as set forth under Code section 409A.

(z)

Specified Employee shall have the same meaning as set forth under Code section 409A and as determined by the Corporation in accordance with its established policy.

3.

Deferral Election

(a)

No later than each Deferral Year’s Election Date, each Participant may submit a Deferral Election Form to defer until after Separation from Service the receipt of any portion up to 100 percent of the Participant’s Retainer Fee for the Deferral Year in the form of a Deferred Cash Benefit. In the event an individual becomes a Director and is first eligible to participate during a Deferral Year, such Director may submit a Deferral Election Form no later than thirty (30) days following the effective date of the individual’s position as a Director, provided that, to the extent required by Code section 409A, the Retainer Fee subject to the election shall be prorated in accordance with Code section 409A.

(b)

Common Stock Units awarded pursuant to a Director Stock Award are automatically deferred and accounted for in a Deferred Stock Account and are not subject to any Deferral Election.

(c)

If it does so before the last business day preceding the Deferral Year, the Committee may reject or modify any Deferral Election Form for such Deferral Year and the Committee is not required to state a reason for such action. However, the Committee’s rejection or modification of any Deferral Election Form must be based upon action taken without regard to any vote of the Participant whose Deferral Election Form is under consideration, and the Committee’s rejections or modifications must be made on a uniform basis with respect to similarly situated Participants. If the Committee rejects or modifies a Deferral Election Form, the Participant must be paid the Retainer Fee that the Participant is entitled to receive after taking into account the rejected or modified Deferral Election Form.

(d)

A Participant may not revoke a Deferral Election Form after the Deferral Year begins. Any writing signed by a Participant expressing an intention to revoke the Participant