Marathon Oil (MRO)

Vesting of Restricted Stock under the 1990 Stock Plan

On May 25, 2005, the Committee approved the vesting of 10,452 shares of performance-based restricted stock for Mr. Heminger. Vesting of these shares was based on the achievement of pre-established performance measures over the course of a three-year performance period, as compared to peer group performance.  The pre-established measures used for determining the vested shares were as follows:

•                  Earnings before interest, taxes and depreciation as a percent of total assets

•                  Safety performance

•                  Operating income per barrel of refinery throughput (Downstream)

Vesting of Restricted Stock under the 1990 Stock Plan

The Committee approved the vesting of performance-based restricted stock in the amounts listed below for each of the named executive officers below.  Vesting of these shares was based on the achievement of pre-established performance measures over the course of a three-year performance period, as compared to peer group performance.  The pre-established measures used for determining the vested shares were as follows:

•                  Net income from operations per barrel of oil equivalent competitive comparison

•                  Oil and gas reserve replacement ratio

•                  Earnings before interest, taxes and depreciation as a percent of total assets

•                  Safety performance

•                  Adjusted operating income per barrel of crude oil throughput competitive comparison