Marathon Oil (MRO)

Acquisition Litigation

On April 8, 2005, Shiva Singh instituted a class action in the Supreme Court of the State of New York in New York County against Ashland, and the individual members of Ashland’s Board of Directors.  The complaint also names Marathon, MAP and Credit Suisse First Boston LLC (“CSFB”) as defendants.  The complaint states that Mr. Singh holds Ashland common stock and that the complaint is brought on behalf of Mr. Singh and others similarly situated.  The action arises from the proposed transaction in which Ashland would transfer its entire 38% interest in MAP as well as certain other businesses to Marathon.  The complaint alleges breach of fiduciary duty as well as aiding and abetting breach of fiduciary duty and negligence against Ashland, its directors, Marathon and MAP. The complaint alleges breach of fiduciary duty and negligence as well as aiding and abetting breach of fiduciary duty and negligence against CSFB.

The complaint seeks to recover from defendants an unstated sum of damages.  The complaint also seeks to enjoin the proposed  transaction (and any related  shareholder vote) between Ashland and Marathon; to require defendants to fully disclose all material facts before completion of any such transaction; and to require defendants to obtain a current, independent  fairness opinion concerning the proposed transaction.  To the extent that the proposed transaction is consummated prior to the entry of the court’s final judgment, the complaint asks the court to rescind such transaction(s) and award damages.  The complaint also seeks reasonable attorneys’ fees, costs and expenses.  Marathon intends to vigorously defend this case.