Marathon Oil (MRO)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Marathon Oil Corporation Board member Douglas C. Yearley died on Sunday, October 7, 2007. He was 71 at the time of his death. Mr. Yearley had served as a director of Marathon since 1992.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 28, 2007, the Compensation Committee of our Board of Directors approved the design of the 2007 annual incentive bonus program for the named executive officers. Under the program, each officer will be eligible to receive an incentive compensation bonus for 2007, up to a specified maximum, if the Company achieves the specified target level of performance for one or more of three corporate performance metrics.

If one or more of the corporate performance metrics is achieved, the Compensation Committee will exercise its discretion to award each named executive officer a bonus for 2007, up to the specified maximum. In exercising its discretion, the Compensation Committee will consider the Company’s performance relative to two specific upstream performance metrics and two specific downstream performance metrics. In addition, the Compensation Committee will consider each individual officer’s performance when awarding their respective bonuses for 2007.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Compensatory Arrangements of Certain Officers

The Compensation Committee (the "Committee") of Marathon's Board of Directors met on January 28, 2007, and approved the vesting of performance shares granted under the 2003 Incentive Compensation Plan for each of the named executive officers below. Vesting of these shares was based entirely on the Company’s total shareholder return achieved as compared to the total shareholder return for each of the member companies within the AMEX Oil Index ("XOI") on December 31, 2006, for the period January 1, 2004 through December 31, 2006. For this period, the Company ranked second in total shareholder return. As a result, the Committee vested a number of shares for each officer equal to 183 percent of target in accordance with the pre-established vesting matrix.

The following table sets forth the number of shares vested for each named executive officer:

Number of Shares Vested

Clarence P. Cazalot, Jr. 137,250

Janet F. Clark 41,175

Gary R. Heminger 12,627

Philip G. Behrman 15,921

Steven B. Hinchman 13,908