MARATHON OIL CORPORATION 2007 INCENTIVE COMPENSATION PLAN NONQUALIFIED STOCK OPTION AWARD AGREEMENT [GRANT DATE] Officer

Exhibit 10.2

MARATHON OIL CORPORATION
2007 INCENTIVE COMPENSATION PLAN
NONQUALIFIED STOCK OPTION AWARD AGREEMENT

[GRANT DATE]

Officer

Pursuant to this Award Agreement, MARATHON OIL CORPORATION (the “Corporation”) hereby grants to [NAME] (the “Optionee”), an employee of the Corporation or a Subsidiary, on [DATE] (the “Grant Date”), a right (the “Option”) to purchase from the Corporation [NUMBER] shares of Common Stock of the Corporation at a grant price of $[PRICE] per share (the “Grant Price”), pursuant to the Marathon Oil Corporation 2007 Incentive Compensation Plan (the “Plan”), with such number of shares and such price per share being subject to adjustment as provided in Section 16 of the Plan, and further subject to the following terms and conditions:

1.             Relationship to the Plan.   This Option is subject to all of the terms, conditions and provisions of the Plan and administrative interpretations thereunder, if any, that have been adopted by the Committee. Except as defined herein (including in Paragraph 11 of this Award Agreement), capitalized terms shall have the same meanings ascribed to them under the Plan. To the extent that any provision of this Award Agreement conflicts with the express terms of the Plan, the terms of the Plan shall control and, if necessary, the applicable provisions of this Award Agreement shall be hereby deemed amended so as to carry out the purpose and intent of the Plan. References to the Optionee also include the heirs or other legal representatives of the Optionee.

2.             Exercise and Vesting Schedule.

(a)          This Option shall become exercisable in three cumulative annual installments, as follows:

(i) one-third of the Option Shares shall become exercisable on the first anniversary of the Grant Date;

(ii) an additional one-third of the Option Shares shall become exercisable on the second anniversary of the Grant Date; and

(iii) the remaining one-third of the Option Shares shall become exercisable on the third anniversary of the Grant Date;

provided, however, that the Optionee must be in continuous Employment from the Grant Date through the date of exercisability of each installment in order for the Option to become exercisable with respect to additional shares of Common Stock on such date.  If the Employment of the Optionee is terminated for any reason other than death or Retirement, any Option Shares that are not exercisable as of the date of such termination of Employment shall be forfeited to the Corporation.

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(b)           This Option shall become fully exercisable, irrespective of the limitations set forth in subparagraph (a) above, upon:

(i)  termination of the Optionee’s Employment due to death;

(ii)  termination of the Optionee’s Employment due to Retirement; or

(ii) a Change in Control of the Corporation, provided that as of such Change in Control the Optionee had been in continuous Employment since the Grant Date.

3.             Expiration of Option.

(a)               Expiration of Option Period . The Option Period shall expire on the tenth anniversary of the Grant Date.

(b)               Termination of Employment Due to Death or Retirement . If Employment of the Optionee is terminated due to death or Retirement, the Option shall expire upon the earlier of (i) five years following the date of termination of Employment or (ii) expiration of the Option Period.  The death of the Optionee following Retirement but prior to the expiration of the Option shall have no effect on the expiration of the Option.

(c)               Termination of Employment by the Corporation for Cause or Due to Resignation . If Employment of the Optionee is terminated by the Corporation or any of its Subsidiaries for Cause or due to voluntary resignation by the Optionee, the Option shall expire upon the termination of Employment.

(d)            Termination of Employment by the Corporation Other Than For Cause .  If Employment of the Optionee is terminated by the Corporation or any of its Affiliates for any reason other than Cause, the Option shall expire upon the earlier of (i) 90 days following the date of termination of Employment or (ii) expiration of the Option Period.

(e)             Termination of Employment Following Change in Control .  If Employment of the Optionee is terminated following a Change in Control and, as a result, the Optionee is eligible for severance benefits under a Change in Control Agreement, the Option shall remain exercisable throughout the Option Period.

4.             Employment with a Competitor.   Notwithstanding anything herein to the contrary, in the event the Committee, the Chief Executive Officer, or an authorized officer determines that the Optionee has accepted or intends to accept employment with a competitor of any business unit of the Corporation, the Committee, the Chief Executive Officer, or the authorized officer may cancel the Option by written notice to the Optionee.

5.             Exercise of Option. Subject to the limitations set forth herein and in the Plan, this Option may be exercised in whole or in part by providing notice to the Committee or its