Marathon Petroleum Corp. Increases Cash Consideration for MPLX/MarkWest Merger

MPLX LP (NYSE: MPLX) and MarkWest Energy Partners, L.P. (NYSE: MWE)
(MarkWest) today announced that in connection with the merger of MPLX
and MarkWest, MPLX has agreed to increase the amount of the cash
consideration payable to MarkWest common unitholders by $400 million,
from $675 million to $1.075 billion. Under the revised terms of the
merger agreement, MarkWest common unitholders will receive 1.09 MPLX
common units plus a one-time cash payment of approximately $5.21 per
MarkWest common unit, for a total consideration of approximately $52.93
per MarkWest common unit, based on fully diluted units currently
outstanding and the closing price of MPLX’s common units on Nov. 10,
2015. The increase in cash merger consideration is being contributed to
MPLX by its sponsor, Marathon Petroleum Corporation (NYSE: MPC), under
which no new equity units will be issued to MPC. In addition, as part of
the original transaction, MPC will contribute approximately $225
million, based on the price of MPLX’s common units on Nov. 10, 2015, to
maintain its 2 percent general partner interest in MPLX. These proceeds
will be retained by the partnership to support its growth.

All other terms of the merger agreement announced on July 13, 2015,
remain the same. The merger is recommended by the boards of directors of
MPC, MPLX and MarkWest, and the executive management of both
partnerships also strongly support the transaction and its revised terms.

The proposed transaction will combine MarkWest, the second-largest
processor of natural gas in the United States and largest processor and
fractionator in the Marcellus and Utica shale plays, with MPLX, a
rapidly growing crude oil and refined products logistics partnership
sponsored by MPC. The combination will create one of the largest master
limited partnerships (MLPs) and is expected to generate a mid-20 percent
compound annual distribution growth rate through 2019.

“The enhancement to the terms of our agreement reflects the commitment
of MPLX and its sponsor, MPC, to the combination with MarkWest and our
conviction that the transaction will create significant benefits for the
unitholders, customers and employees of both partnerships,” said Gary R.
Heminger, MPLX chairman and chief executive officer. “This increase
substantially enhances the transaction value for MarkWest unitholders,
who will not only benefit from significant distribution growth, but also
a substantially lower equity yield, investment-grade debt funding costs,
enhanced access to capital and liquidity, and a strong general partner
prepared to provide support and financial flexibility.”

Even in a challenging environment of lower MLP valuations and higher
yields, and in continued support of the combination, MPLX recently
affirmed its guidance that creates a mid-20 percent compound annual
distribution growth profile through 2019, including a 25 percent
distribution growth rate in 2016. Heminger noted that MPC, as the
sponsor and general partner, has extensive options available to support
the growth profile of the combined partnership, including dropping down
the large and growing $1.6 billion inventory of MLP-qualifying earnings
before interest, taxes, depreciation and amortization.

“The increased cash consideration and ownership of a higher growth MLP
with a strong sponsor provides even more compelling value for MarkWest
unitholders, who will own approximately 73 percent of the combined
partnership when the transaction is completed,” said Heminger. “Both
partnerships’ unitholders can share in the strong upside potential of a
combined partnership with multiple operational platforms as well as
significant growth and commercial synergy opportunities. Coupled with
MarkWest’s $1.5 billion average annual organic capital growth program
over the next five years, our substantial resources and strong sponsor
will support the combined partnership in unlocking an incremental $6
billion to $9 billion of potential organic growth projects,” said
Heminger.

“Our Board continues to support the combination with MPLX and recommends
that MarkWest unitholders vote in favor of the merger proposal,” said
Frank M. Semple, MarkWest chairman, president and chief executive
officer. “The long-term strategic value of the combination with MPLX and
the support from Marathon Petroleum is compelling. The increased cash
contribution of $400 million substantially enhances the value of the
transaction for our unitholders. We are excited to complete the
transaction and continue the important work of developing critical
midstream projects for our producer customers, and delivering
significant unitholder value over the long term.”

The transaction is subject to approval by MarkWest unitholders and other
customary closing conditions and, subject to the satisfaction of those
conditions, is expected to close in December 2015. The date of the
special meeting of MarkWest common unitholders is Dec. 1, 2015. MarkWest
unitholders of record as of Oct. 5, 2015, will be entitled to vote on
approval of the merger and the associated proposals.

MarkWest unitholders are urged to vote “FOR” the merger and related
matters and submit their proxy as promptly as possible, either by
telephone, via the internet or by marking, signing and dating the proxy
card that was provided to unitholders along with the proxy statement and
prospectus.

MarkWest expects to mail supplemental proxy materials to its unitholders
in the near future.

About MPLX LP

MPLX is a fee-based, growth-oriented master limited partnership formed
in 2012 by Marathon Petroleum Corporation to own, operate, develop and
acquire pipelines and other midstream assets related to the
transportation and storage of crude oil, refined products and other
hydrocarbon-based products. Headquartered in Findlay, Ohio, MPLX’s
assets consist of a 99.5 percent equity interest in a network of common
carrier crude oil and products pipeline assets located in the Midwest
and Gulf Coast regions of the United States and a 100 percent interest
in a butane storage cavern located in West Virginia with approximately 1
million barrels of natural gas liquids storage capacity.

About MarkWest Energy Partners

MarkWest Energy Partners, L.P. is a master limited partnership that owns
and operates midstream service businesses. MarkWest has a leading
presence in many natural gas resource plays including the Marcellus
Shale, Utica Shale, Huron/Berea Shale, Haynesville Shale, Woodford Shale
and Granite Wash formation.

This press release contains forward-looking statements within the
meaning of federal securities laws regarding MPLX LP (“MPLX”), Marathon
Petroleum Corporation (“MPC”), and MarkWest Energy Partners, L.P.
(“MWE”). These forward-looking statements relate to, among other things,
expectations, estimates and projections concerning the business and
operations of MPLX, MPC, and MWE. You can identify forward-looking
statements by words such as “anticipate,” “believe,” “estimate,”
“objective,” “expect,” “forecast,” “guidance,” “imply,” “plan,”
“project,” “potential,” “could,” “may,” “should,” “would,” “will” or
other similar expressions that convey the uncertainty of future events
or outcomes. Such forward-looking statements are not guarantees of
future performance and are subject to risks, uncertainties and other
factors, some of which are beyond the companies’ control and are
difficult to predict. In addition to other factors described herein that
could cause MPLX’s or MWE’s actual results to differ materially from
those implied in these forward-looking statements, negative capital
market conditions, including a persistence or increase of the current
yield on common units, which is higher than historical yields, could
adversely affect MPLX’s ability to meet its distribution growth
guidance, particularly with respect to the later years of such guidance.
Factors that could cause MPLX’s or MWE’s actual results to differ
materially from those implied in the forward-looking statements include:
the ability to complete the proposed merger of MPLX and MWE on
anticipated terms and timetable; the ability to obtain approval of the
transaction by the unitholders of MWE and satisfy other conditions to
the closing of the transaction contemplated by the merger agreement;
risk that the synergies from the MPLX/MWE transaction may not be fully
realized or may take longer to realize than expected; disruption from
the MPLX/MWE transaction making it more difficult to maintain
relationships with customers, employees or suppliers; risks relating to
any unforeseen liabilities of MWE or MPLX, as applicable; the adequacy
of MPLX’s and MWE’s respective capital resources and liquidity,
including, but not limited to, availability of sufficient cash flow to
pay distributions, and the ability to successfully execute their
business plans and implement their growth strategies; the timing and
extent of changes in commodity prices and demand for crude oil, refined
products, feedstocks or other hydrocarbon-based products; volatility in
and/or degradation of market and industry conditions; completion of
pipeline capacity by competitors; disruptions due to equipment
interruption or failure, including electrical shortages and power grid
failures; the suspension, reduction or termination of MPC’s obligations
under MPLX’s commercial agreements; each company’s ability to
successfully implement its growth plan, whether through organic growth
or acquisitions; modifications to earnings and distribution growth
objectives; federal and state environmental, economic, health and
safety, energy and other policies and regulations; changes to MPLX’s
capital budget; other risk factors inherent to MPLX or MWE’s industry;
and the factors set forth under the heading “Risk Factors” in MPLX’s
Annual Report on Form 10-K for the year ended Dec. 31, 2014, filed with
the Securities and Exchange Commission (SEC); and the factors set forth
under the heading “Risk Factors” in MWE’s Annual Report on Form 10-K for
the year ended Dec. 31, 2014, and Quarterly Report on Form 10-Q for the
quarter ended September 30, 2015, filed with the SEC. These risks, as
well as other risks associated with MPLX, MWE and the proposed
transaction, are also more fully discussed in the joint proxy statement
and prospectus included in the registration statement on Form S-4 filed
by MPLX and declared effective by the SEC on October 29, 2015. Factors
that could cause MPC’s actual results to differ materially from those
implied in the forward-looking statements include: risks described above
relating to the MPLX/MWE proposed merger; changes to the expected
construction costs and timing of pipeline projects; volatility in and/or
degradation of market and industry conditions; the availability and
pricing of crude oil and other feedstocks; slower growth in domestic and
Canadian crude supply; an easing or lifting of the U.S. crude oil export
ban; completion of pipeline capacity to areas outside the U.S. Midwest;
consumer demand for refined products; transportation logistics; the
reliability of processing units and other equipment; MPC’s ability to
successfully implement growth opportunities; modifications to MPLX
earnings and distribution growth objectives; federal and state
environmental, economic, health and safety, energy and other policies
and regulations; MPC’s ability to successfully integrate the acquired
Hess retail operations and achieve the strategic and other expected
objectives relating to the acquisition; changes to MPC’s capital budget;
other risk factors inherent to MPC’s industry; and the factors set forth
under the heading "Risk Factors" in MPC’s Annual Report on Form 10-K for
the year ended Dec. 31, 2014, filed with SEC. In addition, the
forward-looking statements included herein could be affected by general
domestic and international economic and political conditions.
Unpredictable or unknown factors not discussed here, in MPLX’s Form
10-K, in MPC’s Form 10-K, or in MWE’s Form 10-K and Form 10-Qs could
also have material adverse effects on forward-looking statements. Copies
of MPLX’s Form 10-K are available on the SEC website, MPLX’s website at http://ir.mplx.com
or by contacting MPLX’s Investor Relations office. Copies of MPC’s Form
10-K are available on the SEC website, MPC’s website at http://ir.marathonpetroleum.com
or by contacting MPC’s Investor Relations office. Copies of MWE’s Form
10-K and Form 10-Qs are available on the SEC website, MWE’s website at http://investor.markwest.com
or by contacting MWE’s Investor Relations office.

Additional Information and Where to Find It

This communication may be deemed to be solicitation material in respect
of the proposed acquisition of MWE by MPLX. In connection with the
proposed acquisition, MWE and MPLX have filed relevant materials with
the SEC, including MPLX’s registration statement on Form S-4 that
includes a definitive joint proxy statement and a prospectus and was
declared effective by the SEC on October 29, 2015. Investors and
security holders are urged to read all relevant documents filed with the
SEC, including the definitive joint proxy statement and prospectus,
because they contain important information about the proposed
transaction. Investors and security holders are able to obtain the
documents free of charge at the SEC’s website, http://www.sec.gov,
or for free from MPLX LP at its website, http://ir.mplx.com,
or in writing at 200 E. Hardin Street, Findlay, Ohio 45840, Attention:
Corporate Secretary, or for free from MWE by contacting Investor
Relations by phone at 1-(866) 858-0482 or by email at investorrelations@markwest.com.

Participants in the Solicitation

This communication is not a solicitation of a proxy from any investor or
securityholder. However MPLX and MWE and their respective directors and
executive officers and certain employees may be deemed to be
participants in the solicitation of proxies from the holders of MWE
common units with respect to the proposed transaction. Information about
MPLX’s directors and executive officers is available in MPLX’s Annual
Report on Form 10-K filed with the SEC on February 27, 2015 and MPLX’s
current report on Form 8-K, as filed with the SEC on March 9, 2015.
Information about MWE’s directors and executive officers is set forth in
the proxy statement for MWE’s 2015 Annual Meeting of Common Unitholders,
which was filed with the SEC on April 23, 2015 and MWE’s current reports
on Form 8-K, as filed with the SEC on May 5, 2015, May 19, 2015 and June
8, 2015, and in the definitive joint proxy statement filed by MPLX,
which was declared effective by the SEC on October 29, 2015. To the
extent holdings of MWE securities have changed since the amounts
contained in the definitive joint proxy statement filed by MPLX, which
was declared effective by the SEC on October 29, 2015, such changes have
been or will be reflected on Statements of Change in Ownership on Form 4
filed with the SEC. Investors may obtain additional information
regarding the interest of such participants by reading the definitive
joint proxy statement and prospectus regarding the acquisition. These
documents may be obtained free of charge from the SEC’s website http://www.sec.gov,
or from MWE and MPLX using the contact information above.

Non-Solicitation

This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to buy
any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any
such jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.

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