Marathon Oil (MRO)

Item 1.01 Entry into a Material Definitive Agreement.

On July 30, 2007, Marathon Oil Corporation ("Marathon") entered into an Arrangement Agreement (the "Agreement"), by and among Marathon, 1339971 Alberta Ltd., Western Oil Sands Inc. ("Western") and WesternZagros Resources Inc. ("WesternZagros"), pursuant to which Marathon agreed to acquire Western. Under the terms of the Agreement, Western shareholders will receive cash of approximately $3.8 billion Canadian dollars ("CDN") and 34.3 million Marathon common shares or securities exchangeable for Marathon common shares. Marathon will also assume Western’s debt at closing. Marathon’s Board of Directors and Western’s Board of Directors have approved the Agreement.

Pursuant to the terms of the Agreement, Western shareholders who are residents of Canada for tax purposes will have the option to elect cash, Marathon common stock, exchangeable shares, or a combination thereof. Western shareholders who are not residents of Canada for tax purposes will have the option to elect cash or Marathon common stock, or a combination thereof. Cash dividends will not be paid on the exchangeable shares. Holders of exchangeable shares will have the right to receive additional Marathon common stock to account for the cash dividends declared on Marathon common stock on an economically equivalent basis and the option to exchange their shares for Marathon common stock. The exchangeable shares are subject to redemption by Marathon four years after closing and in certain other limited circumstances.

The Agreement requires Western to spin off WesternZagros, its wholly owned-subsidiary, prior to closing. The Agreement also contains non-solicitation and termination provisions and provides for Western to pay Marathon a termination fee of CDN$200 million under certain circumstances.

The completion of the acquisition is subject to a number of conditions, including, among other things, (1) the approval of the acquisition by Western shareholders and (2) applicable regulatory and court approvals.

The Agreement is filed pursuant to Item 9.01 as Exhibit 10.1 hereto . The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

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.

Exhibit Index

Item 1.01 Entry into a Material Definitive Agreement.

On October 24, 2006, the Compensation Committee of the Board of Directors of Marathon Oil Corporation (the "Corporation") approved the Second Amendment (the "Amendment") to the Marathon Oil Corporation Deferred Compensation Plan for Non-Employee Directors (the "Plan").

The Plan has been amended to revise certain administrative practices. The Amendment: (1) revises the default rule for deferral elections; (2) provides that all distributions (whether lump sum or installments) must commence no later than February 1 of the calendar year that contains the tenth anniversary of the director’s departure from the Board; and (3) extends the Plan’s current distribution provisions.


The full text of the Plan is attached hereto as Exhibit 10.1. The preceding summary is qualified in entirety to, and should be read in conjunction with, such exhibit.

Item 1.01 Entry into a Material Definitive Agreement.

On October 5, 2006, pursuant to authority set forth in the respective plans, Mr. Jerry Howard, Senior Vice President of Corporate Affairs, executed (i) First Amendments (the "MPC Amendments") to the Marathon Petroleum Company LLC Deferred Compensation Plan and the Marathon Petroleum Company LLC Excess Benefit Plan, and (ii) Second Amendments ("MOC Amendments") to the Marathon Oil Company Deferred Compensation Plan and the Marathon Oil Company Excess Benefit Plan.

Eligibility provisions have been revised in both the MOC and MPC Amendments. Both the MOC and MPC Deferred Compensation Plans have been revised to reflect the increase in qualified Thrift Plan matching contributions from 6% to 7%.


The full text of the Amendments are attached hereto as Exhibits 10.1 through 10.4. The preceding summary is qualified in entirety to, and should be read in conjunction with, such exhibits.

Item 1.01 Entry into a Material Definitive Agreement.

On May 15, 2006, pursuant to authority set forth in the respective plans, Ms. Eileen M. Campbell, Vice President of Human Resources of Marathon Oil Company, executed First Amendments (the "Amendments") to the Marathon Oil Company Deferred Compensation Plan and the Marathon Oil Company Excess Benefit Plan (the "Plans").

The Amendments have been executed in response to the Corporation’s acquisition of Ashland, Inc.’s interest in Marathon Ashland Petroleum, LLC, now known as Marathon Petroleum Company LLC ("MPC"). The purpose of the Amendments is to revise the eligibility provisions of the Plans so that certain Marathon Oil Company officers who were grandfathered into the Plans as of August 27, 2003, are eligible to participate in the same manner and to the same extent as MPC officers.


The full text of the Amendments is attached hereto as Exhibit 10.1. The preceding summary is qualified in entirely to, and should be read in conjunction with, such exhibit.

Item 1.01 Entry into a Material Definitive Agreement.

The Compensation Committee (the "Committee") of the Marathon Oil Corporation Board of Directors met on February 22, 2006, and approved the following:

2005 Annual Bonus Awards

The Committee approved the following cash bonus payments for the named executive officers for 2005 in accordance with the performance-based bonus program established during the first quarter of 2005.


Clarence P. Cazalot, Jr. $ 2,600,000

Gary R. Heminger $ 950,000

Janet F. Clark $ 610,000

Philip G. Behrman $ 400,000

Steven B. Hinchman $ 550,000

2006 Base Salaries (effective April 1, 2006)

The Committee approved base salaries for the named executive officers, effective April 1, 2006, as follows:


Clarence P. Cazalot, Jr. $ 1,200,000

Gary R. Heminger $ 650,000

Janet F. Clark $ 525,000

Philip G. Behrman $ 400,000

Steven B. Hinchman $ 450,000

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 1.01 Entry into a Material Definitive Agreement.

The Compensation Committee (the "Committee") of our Board of Directors met on January 29, 2006, and approved the first 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") for the period April 1, 2003 through December 31, 2005. For this period, the Company ranked in the second quartile in total shareholder return. As a result, the Committee vested a number of shares for each officer equal to 133 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:

Clarence P. Cazalot, Jr. 99,750
Gary R. Heminger 9,576
Philip G. Behrman 11,438
Steven B. Hinchman 11,438

Janet F. Clark, Senior Vice President and Chief Financial Officer, joined the Company in 2004. Thus, she was not eligible for the 2003-2005 performance share grant.

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.