S-3

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As filed with the Securities and Exchange Commission on September 6, 2002

Registration Nos. 333-                
333-            -01
333-            -02

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

MARATHON OIL CORPORATION
Marathon Financing Trust I
Marathon Financing Trust II
(Exact name of each registrant as specified in its charter)

Delaware
Delaware
Delaware
(State or other jurisdiction
of incorporation or organization) 5555 San Felipe Road
Houston, Texas 77056-2723
(713) 629-6600
(Address, including zip code, and telephone number, including area code, of each registrant's principal executive offices) 25-0996816
68-6221189
68-6221190
(I.R.S. Employer
Identification Nos.)

William F. Schwind, Jr., Esq.
Vice President, General Counsel & Secretary
5555 San Felipe Road
Houston, Texas 77056-2723
(713) 629-6600
(Name, address, including zip code, and telephone number, including area code, of agent for service for each registrant)

Copy to:

R. Joel Swanson, Esq.
Baker Botts L.L.P.
3000 One Shell Plaza
910 Louisiana
Houston, Texas 77002-4995
(713) 229-1330
Fax: (713) 229-1522

        Approximate date of commencement of proposed sale to the public:    From time to time after the effective date of this registration statement.

        If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.    o

        If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"), other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.    ý

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

        If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.    ý

(Continued on next page)

(Continued from previous page)

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered		Proposed Maximum Aggregate Offering Price(1),(2),(3)	Amount of Registration Fee
Senior Debt Securities, Subordinated Debt Securities and Junior Subordinated Debt Securities of Marathon Oil Corporation
Common Stock ($1.00 par value) of Marathon Oil Corporation(4)(5)
Preferred Stock (without par value) of Marathon Oil Corporation
Warrants of Marathon Oil Corporation
Stock Purchase Contracts of Marathon Oil Corporation
Stock Purchase Units of Marathon Oil Corporation
Preferred Securities of Marathon Financing Trust I and Marathon Financing Trust II
Guarantees of Preferred Securities of Marathon Financing Trust I and Marathon Financing Trust II by Marathon Oil Corporation
	TOTAL	$2,735,719,300	$251,687(6)

(1)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act and exclusive of accrued interest, distributions and dividends, if any. The aggregate initial offering price of all securities issued from time to time pursuant to this registration statement shall not exceed $2,735,719,300 or the equivalent thereof in foreign currencies, foreign currency units or composite currencies. If any debt securities are issued at an original issue discount, then the offering price shall be in such greater principal amount as shall result in an aggregate initial offering price of up to $2,735,719,300 or the equivalent thereof in foreign currencies, foreign currency units or composite currencies, less the dollar amount of any securities previously issued hereunder. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder.

(2)

There is being registered hereunder such indeterminate number or amount of senior, subordinated and junior subordinated debt securities, common stock, preferred stock, warrants, stock purchase contracts and stock purchase units of Marathon Oil Corporation and preferred securities of Marathon Financing Trust I and Marathon Financing Trust II as may from time to time be issued at indeterminate prices and as may be issuable upon conversion, redemption, exchange or exercise of any securities registered hereunder, including under any applicable antidilution provisions. Senior debt securities, subordinated debt securities and junior subordinated debt securities may be issued and sold to Marathon Financing Trust I and Marathon Financing Trust II, in which event such debt securities may later be distributed to the holders of preferred securities upon a dissolution of Marathon Financing Trust I and Marathon Financing Trust II and the distribution of their respective assets.

(3)

Marathon Oil Corporation is also registering under this registration statement all guarantees and other obligations that it may have with respect to preferred securities that may be issued by Marathon Financing Trust I and Marathon Financing Trust II. No separate consideration will be received for the guarantees or any other such obligations.

(4)

Each share of common stock includes one preferred share purchase right. No separate consideration is payable for the preferred share purchase rights. The registration fee for these securities is included in the fee for the common stock.

(5)

Includes an indeterminate number of shares of common stock to be issued by Marathon Oil Corporation upon settlement of the stock purchase contracts.

(6)

Marathon Oil Corporation (formerly USX Corporation) previously filed with the Securities and Exchange Commission on October 12, 1999, a registration statement on Form S-3 (Registration No. 333-88797) for the registration of the offer and sale of $1,000,000,000 maximum aggregate offering amount of securities. Unsold securities having an aggregate initial offering price of $235,719,300 remain under such registration statement. The filing fee paid by the registrants in connection with the remaining unsold securities under such prior registration statement is offset, pursuant to Rule 457(p) under the Securities Act, against the filing fee due in connection with this registration statement, resulting in a net paid filing fee of $186,158.

The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Explanatory Note

        The registration statement contains two forms of prospectuses to be used in connection with offerings of the following securities:

        (1)  Debt securities (consisting of senior debt securities and subordinated debt securities), common stock, preferred stock, warrants, stock purchase contracts and stock purchase units of Marathon Oil Corporation.

        (2)  Preferred securities of Marathon Financing Trust I or Marathon Financing Trust II, debt securities (consisting of senior debt securities, subordinated debt securities and junior subordinated debt securities), common stock, stock purchase contracts and stock purchase units of Marathon Oil Corporation and the guarantees by Marathon Oil Corporation of preferred securities that may be issued by Marathon Financing Trust I and Marathon Financing Trust II.

        Under the shelf process, we may offer any combination of the securities described in these two prospectuses in one or more offerings with a total initial offering price of up to $2,735,719,300.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, dated September 6, 2002

Prospectus

Marathon Oil Corporation
5555 San Felipe Road
Houston, Texas 77056-2723
(713) 629-6600

$2,735,719,300
Senior Debt Securities
Subordinated Debt Securities
Preferred Stock
Common Stock
Warrants
Stock Purchase
    Contracts
Stock Purchase Units

The Offering

We may offer from time to time:

•        senior debt securities;

•        subordinated debt securities;

•        preferred stock;

•        common stock;

•        warrants;

•        stock purchase contracts; and

•        stock purchase units.

        Our common stock is listed on the New York Stock Exchange, the Pacific Stock Exchange and the Chicago Stock Exchange under the symbol "MRO."

Consider carefully the Risk Factors beginning on page 3.
We will provide additional terms of our securities in one or more supplements to this prospectus. You should read this prospectus and the related prospectus supplement carefully before you invest in our securities. No person may use this prospectus to offer and sell our securities unless a prospectus supplement accompanies this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is                          , 2002.

Table of Contents

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About This Prospectus

        This prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission under a "shelf" registration process. The registration statement also includes a prospectus under which Marathon Financing Trust I and Marathon Financing Trust II, two trusts we have established, may offer from time to time preferred securities guaranteed by us and we may offer our related senior debt securities, subordinated debt securities or junior subordinated debt securities, which securities may be convertible into our common stock, and our stock purchase contracts or stock purchase units. Under the shelf process, we may offer any combination of the securities this prospectus describes in one or more offerings with a total initial offering price of up to $2,735,719,300. This prospectus provides you with a general description of the securities we may offer. Each time we use this prospectus to offer securities, we will provide a prospectus supplement and, if applicable, a pricing supplement. The prospectus supplement and any pricing supplement will describe the specific terms of that offering. The prospectus supplement and any pricing supplement may also add to, update or change the information this prospectus contains. Please carefully read this prospectus, the prospectus supplement and any pricing supplement, in addition to the information contained in the documents we refer to under the heading "Where You Can Find More Information."

The Company

        Marathon Oil Corporation, a Delaware corporation ("Marathon"), is a fully integrated oil and gas company. Marathon is engaged in:

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worldwide exploration and production of crude oil and natural gas;



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domestic refining, marketing and transportation of petroleum products primarily through its 62% owned subsidiary, Marathon Ashland Petroleum LLC ("MAP"); and



•

other energy related businesses.

        On December 31, 2001, in a transaction we refer to as the "Separation," we separated our businesses into two companies and changed our name from USX Corporation to Marathon Oil Corporation. As a result of the Separation, United States Steel Corporation ("United States Steel") now conducts the business of our former U.S. Steel Group as a separate, publicly owned corporation. Marathon and its subsidiaries are continuing the business of the Marathon Group. See "The Separation."

        In this prospectus, we refer to Marathon, its wholly owned and majority owned subsidiaries and its ownership interest in equity affiliates as "we" or "us," unless we specifically state otherwise or the context indicates otherwise. Our principal executive offices are located at 5555 San Felipe Road, Houston, Texas 77056-2723, and our telephone number at that location is (713) 629-6600.

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Risk Factors

You should carefully consider the following matters, in addition to the other information we have provided in this prospectus, the accompanying prospectus supplement and the documents we incorporate by reference, before reaching a decision regarding an investment in our securities.

Risks Related to the Separation

United States Steel has various financial and other obligations which its failure to perform could materially adversely affect us.

        In connection with the Separation, United States Steel agreed to hold us harmless from and against various liabilities, including (amounts as of June 30, 2002):

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$470 million of industrial revenue bonds related to environmental improvement projects for current and former United States Steel facilities, with maturities ranging from 2009 through 2033 (accrued interest payable on those bonds was $6 million at June 30, 2002);



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$84 million of sale-leaseback financing under a lease for equipment at United States Steel's Fairfield Works, with a term extending to 2012, subject to extensions (accrued interest payable on that financing was $5 million at June 30, 2002);



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$104 million of operating lease obligations, of which $89 million was in turn assumed by purchasers of major equipment used in plants and operations divested by United States Steel;



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a guarantee of United States Steel's $22 million contingent obligation to repay certain distributions from its 50% owned joint venture PRO-TEC Coating Company;



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a guarantee of all obligations of United States Steel as general partner of Clairton 1314B Partnership, L.P. to the limited partners. United States Steel has no unpaid outstanding obligations to those limited partners; and



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any federal income tax liabilities that arise from the Separation through a fault of United States Steel.

See "—Financial Matters Agreement" and "—Tax Sharing Agreement" under "Relationship Between Marathon and United States Steel After the Separation." If United States Steel fails to perform these agreements, our claims against it would constitute general unsecured claims subordinate to the claims of secured creditors and that failure could materially adversely affect us.

        In addition, we could be contingently liable for other obligations associated with the business of United States Steel, as more fully described under "Relationship Between Marathon and United States Steel After the Separation—Financial Matters Agreement."

        As a stand-alone company, United States Steel will need to fund any of its negative operating cash flow from external sources, and adequate sources may be unavailable or the cost of that funding may adversely impact United States Steel. United States Steel is more highly leveraged than we are, has a noninvestment grade credit rating and has granted security interests in some of its assets, including its accounts receivable and inventory. The steel business is highly competitive, and a large number of industry participants have sought protection under bankruptcy laws in recent periods.

        The enforceability of our claims against United States Steel could become subject to the effect of any bankruptcy, fraudulent conveyance or transfer or other law affecting creditors' rights generally, or of general principles of equity, which might become applicable to those claims or other claims arising from the facts and circumstances in which the Separation was effected. Under fraudulent conveyance or transfer laws, for example, unsecured obligations of a debtor which a court finds the debtor to have

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incurred while insolvent or undercapitalized could be subordinated in right of payment to other unsecured claims against the debtor.

        Under applicable law and regulations, we also may be liable for any defaults by United States Steel in the performance of its obligations to pay federal income taxes, fund its ERISA pension plans and pay other obligations respecting periods prior to the effective date of the Separation.

The transfer by our former parent entity to us of ownership of the businesses representing the Marathon Group could be attacked under fraudulent conveyance or transfer laws by or on behalf of creditors of United States Steel, and any such attack, if successful, could materially adversely affect us and the value of our securities.

        In July 2001, USX Corporation ("Old USX") effected a reorganization of the ownership of its businesses in which:

•

it created Marathon as its publicly owned parent holding company and transferred ownership of the businesses representing the Marathon Group to Marathon; and



•

it merged into a newly formed subsidiary which survives as United States Steel.

Prior to this reorganization, the assets of Old USX available to satisfy its then existing and future creditors included its ownership interest in the businesses representing the Marathon Group.

        If a court in a bankruptcy case respecting United States Steel or a lawsuit brought by its creditors or their representative were to find that, under the applicable state fraudulent conveyance or transfer law or corresponding provisions of the federal bankruptcy code:

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the transfer by Old USX to us of ownership of the businesses representing the Marathon Group or related transactions were undertaken by Old USX with the intent of hindering, delaying or defrauding its existing or future creditors; or



•

Old USX received less than reasonably equivalent value or fair consideration, or no value or consideration, in connection with those transactions, and either it or United States Steel



•

was insolvent or rendered insolvent by reason of those transactions,



•

was engaged or about to engage in a business or transaction for which its assets constituted unreasonably small capital, or



•

intended to incur, or believed that it would incur, debts beyond its ability to pay as they mature,

then that court could determine those transactions entitled one or more classes of creditors of United States Steel to equitable relief from us. Such a determination could permit the unpaid creditors to obtain recovery from us or could result in other actions detrimental to the holders of our debt and equity securities. The measure of insolvency for purposes of these considerations would vary depending on the law of the jurisdiction being applied. Generally, however, an entity would be considered insolvent if either:

•

the sum of its debts and liabilities, including contingent liabilities, was greater than the value of its assets, at a fair valuation; or



•

the fair saleable value of its assets was less than the amount required to pay the probable liability on its total existing debts and liabilities, including contingent liabilities, as they become absolute and matured.

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The Separation may become taxable under section 355(e) of the Internal Revenue Code if capital stock representing a 50% or greater interest in either Marathon or United States Steel is acquired as part of a plan that includes the Separation.

        The Separation may become taxable to Marathon under section 355(e) of the Internal Revenue Code of 1986 if capital stock representing a 50% or greater interest in either Marathon or United States Steel is acquired, directly or indirectly, as part of a plan or series of related transactions that include the Separation. For this purpose, a "50% or greater interest" means capital stock possessing at least 50% of the total combined voting power of all classes of stock entitled to vote or at least 50% of the total value of shares of all classes of capital stock. If section 355(e) applies, the amount of the tax could be material. If an acquisition occurs that results in the Separation being taxable under section 355(e), the tax sharing agreement described below under "Relationship Between Marathon and United States Steel After the Separation—Tax Sharing Agreement" provides that the resulting corporate tax liability will be borne by the party involved in that acquisition transaction.

Risks Related to Our Business

A substantial or extended decline in oil or gas prices would have a material adverse effect on us.

        Prices for oil and gas fluctuate widely. Our revenues, operating results and future rate of growth are highly dependent on the prices we receive for our oil, gas and refined products. Historically, the markets for oil, gas and refined products have been volatile and may continue to be volatile in the future. Many of the factors influencing prices of oil, gas and refined products are beyond our control. These factors include:

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worldwide and domestic supplies of oil and gas;



•

weather conditions;



•

the ability of the members of OPEC to agree to and maintain oil price and production controls;



•

political instability or armed conflict in oil-producing regions;



•

the price and level of foreign imports;



•

the level of consumer demand;



•

the price and availability of alternative fuels;



•

the availability of pipeline capacity; and



•

domestic and foreign governmental regulations and taxes.

        The long-term effects of these and other conditions on the prices of oil and gas are uncertain.

        Lower oil and gas prices may reduce the amount of oil and gas that we produce, which may adversely affect our revenues and operating income. Significant reductions in oil and gas prices may require us to reduce our capital expenditures.

        Terrorists' attacks on the United States may directly and indirectly negatively affect our operating results. The national and global responses to terrorists' attacks, including military, diplomatic and financial responses and any possible reprisals as a consequence of unilateral U.S. actions and/or allied actions, may materially adversely affect us in ways we cannot predict at this time.

Our oil and gas reserve data and future net revenue estimates are uncertain.

        Estimates of reserves by necessity are projections based on engineering data, the projection of future rates of production and the timing of future expenditures. We base the estimates of our proved oil and gas reserves and projected future net revenues on reserve reports we prepare. The process of

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estimating oil and gas reserves requires substantial judgment on the part of the petroleum engineers, resulting in imprecise determinations, particularly with respect to new discoveries. Different reserve engineers may make different estimates of reserve quantities and revenues attributable to those reserves based on the same data. Future performance that deviates significantly from the reserve reports could have a material adverse effect on our business and prospects.

        Fluctuations in the price of oil and natural gas have the effect of significantly altering reserve estimates, because the economic projections inherent in the estimates may reduce or increase the quantities of commercially recoverable reserves. We may not realize the prices our reserve estimates reflect or produce the estimated volumes during the periods those estimates reflect. Actual future production, oil and natural gas prices, revenues, taxes, development expenditures, operating expenses and quantities of recoverable oil and natural gas reserves most likely will vary from our estimates.

        Any downward revision in our estimated quantities of reserves could have adverse consequences on our financial results, such as decreasing earnings, which may result in noncash losses and impairment charges.

If we fail to acquire or find additional reserves, our reserves and production will decline materially from their current levels.

        The rate of production from oil and gas properties generally declines as reserves are depleted. Except to the extent we acquire additional properties containing proved reserves, conduct successful exploration and development activities or, through engineering studies, identify additional behind-pipe zones or secondary recovery reserves, our proved reserves will decline materially as oil and gas is produced. Future oil and gas production is, therefore, highly dependent on our level of success in acquiring or finding additional reserves. Because we are smaller than many of our competitors, we have fewer reserves and will be at an even greater disadvantage in relation to our competitors if we fail to acquire or find additional reserves.

Increases in crude oil prices and environmental regulations may adversely affect our refined product margins.

        We conduct domestic refining, marketing and transportation operations primarily through MAP. MAP conducts its operations mainly in the Midwest, the Southeast, the Ohio River Valley and the upper Great Plains. The profitability of these operations depends largely on the margin between the cost of crude oil and other feedstocks MAP refines and the selling prices it obtains for refined products. MAP's overall profitability could be adversely affected by availability of supply and rising crude oil and other feedstock prices which it does not recover in the marketplace. Refined product margins have been historically volatile and vary with the level of economic activity in the various marketing areas, the regulatory climate, logistical capabilities and the available supply of refined products.

        In addition, environmental regulations, particularly the 1990 Amendments to the Clean Air Act, have imposed, and are expected to continue to impose, increasingly stringent and costly requirements on refining and marketing operations, which may have an adverse effect on margins.

The oil and gas exploration and production industry is very competitive, and many of our exploration and production competitors have greater financial and other resources than we do.

        Strong competition exists in all sectors of the oil and gas exploration and production industry and, in particular, in the exploration and development of new reserves. We compete with major integrated and independent oil and gas companies for the acquisition of oil and gas leases and other properties, for the equipment and labor required to develop and operate those properties and in the marketing of oil and natural gas to end-users. Many of our competitors have financial and other resources

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substantially greater than those available to us. As a consequence, we may be at a competitive disadvantage in bidding for drilling rights. In addition, many of our larger competitors may be better able to respond to factors that affect the demand for oil and natural gas production, such as changes in worldwide prices and levels of production, the cost and availability of alternative fuels and the application of government regulations. We also compete in attracting and retaining personnel, including geologists, geophysicists and other specialists. We may not be able to attract or retain technical personnel in the future.

Environmental compliance and remediation could result in increased capital requirements and operating costs.

        Our businesses are subject to numerous laws and regulations relating to the protection of the environment. We have incurred and will continue to incur substantial capital, operating and maintenance, and remediation expenditures as a result of these laws and regulations. Our compliance with amended, new or more stringent requirements, stricter interpretations of existing requirements or the future discovery of contamination may require us to make material expenditures or subject us to liabilities that we currently do not anticipate. In addition, any failure by us to comply with existing or future laws could result in civil or criminal fines and other enforcement action against us.

        Our operations and those of our predecessors could expose us to civil claims by third parties for alleged liability resulting from contamination of the environment or personal injuries caused by releases of hazardous substances. For example:

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we are investigating or remediating contamination at several formerly and currently owned sites; and



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we have been identified as a potentially responsible party at several Superfund sites where we or our predecessors are alleged to have disposed of wastes in the past.

        Environmental laws are subject to frequent change and many of them have become more stringent. In some cases, they can impose liability for the entire cost of cleanup on any responsible party without regard to negligence or fault and impose liability on us for the conduct of others or conditions others have caused, or for our acts that complied with all applicable requirements when we performed them.

        Of particular significance to MAP are the new Tier II Fuels regulations issued by the U.S. Environmental Protection Agency. These rules require substantially reduced sulfur levels in the manufacture of gasoline and diesel fuel. We estimate that MAP's combined capital cost to achieve compliance with these rules could amount to approximately $700 million between 2002 and 2006. This is only a preliminary estimate because of the ongoing evolution of regulatory requirements. Some factors that could potentially affect MAP's gasoline and diesel fuel compliance costs include obtaining the necessary construction and environmental permits, operating considerations and unforeseen hazards, such as weather conditions. To the extent these expenditures are not ultimately reflected in the prices of our products and services, our operating results will be adversely affected.

        In connection with government inspections at some of our refineries, we have received a number of notices of violations of environmental laws from the U.S. Environmental Protection Agency and state environmental agencies. In some cases, we have entered into consent decrees or orders that require us to pay fines or install pollution controls to settle our alleged liability. For example, MAP agreed to settle alleged violations of several environmental laws, including New Source Review regulations under the Federal Clean Air Act, with a global consent decree signed on May 11, 2001. The agreement requires MAP to install environmental control equipment which we expect to require approximately $300 million in capital expenditures over an eight-year period, pay a $3.8 million fine and perform supplemental environmental projects which we expect to cost approximately $8 million.

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These supplemental environmental projects are being undertaken as part of a settlement of this enforcement action for the alleged Clean Air Act violations.

Our reliance on our foreign production of oil and gas exposes us to risks from abroad, which could negatively affect our results of operations.

        Our production of oil and gas outside of the United States accounted for 40%, 36%, 39% and 36%, respectively, of our total production volume in the six months ended June 30, 2002 and the years 2001, 2000 and 1999. Development of new production properties in countries outside the United States may require protracted negotiations with host governments, national oil companies and third parties and is frequently subject to economic and political considerations, such as taxation, nationalization, inflation, currency fluctuations, increased regulation and approval requirements and governmental regulation, which could adversely affect the economics of projects.

Our operations are subject to business interruptions and casualty losses, and we do not insure against all potential losses and could be seriously harmed by unexpected liabilities.

        Our exploration and production operations are subject to unplanned occurrences, including blowouts, explosions, fires, loss of well control, spills, adverse weather, labor disputes and maritime accidents. In addition, our refining, marketing and transportation operations are subject to business interruptions due to scheduled refinery turnarounds and unplanned events such as explosions, fires, pipeline interruptions, crude oil or refined product spills, inclement weather or labor disputes. They are also subject to the additional hazards of marine operations, such as capsizing, collision and damage or loss from severe weather conditions. We maintain insurance against many, but not all, potential losses or liabilities arising from these operating hazards in amounts that we believe to be prudent. Uninsured losses and liabilities arising from operating hazards could reduce the funds available to us for exploration, drilling and production and could have a material adverse effect on our financial position or results of operations.

As a holding company with no operations of its own, Marathon will depend on distributions from its subsidiaries to make payments on any debt securities it offers under this prospectus, and provisions of applicable law or contractual restrictions could limit the amount of those distributions.

        Marathon derives substantially all its operating income from, and holds substantially all its assets through, its subsidiaries. As a result, Marathon will depend on distributions of cash flow and earnings of its subsidiaries in order to meet its payment obligations under any debt securities it offers under this prospectus and its other obligations. Marathon's operating subsidiaries are separate and distinct legal entities and will have no obligation to pay any amounts due on Marathon's debt securities or to provide Marathon with funds for its payment obligations, whether by dividends, distributions, loans or otherwise. In addition, provisions of applicable law, such as those limiting the legal sources of dividends, could limit their ability to make payments or other distributions to Marathon, and they could agree to contractual restrictions on their ability to make distributions.

        Marathon's right to receive any assets of any subsidiary, and therefore the right of the holders of Marathon's debt securities to participate in those assets, will be effectively subordinated to the claims of that subsidiary's creditors, including trade creditors. In addition, even if Marathon is a creditor of any subsidiary, Marathon's rights as a creditor would be subordinate to any security interest in the assets of that subsidiary and any indebtedness of that subsidiary senior to that held by Marathon.

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Marathon may issue preferred stock whose terms could adversely affect the voting power or value of its common stock.

        Marathon's restated certificate of incorporation authorizes it to issue, without the approval of its stockholders, one or more classes or series of preferred stock having such preferences, powers and relative, participating, optional and other rights, including preferences over its common stock respecting dividends and distributions, as its board of directors generally may determine. The terms of one or more classes or series of preferred stock could adversely impact the voting power or value of Marathon's common stock. For example, Marathon might grant holders of preferred stock the right to elect some number of its directors in all events or on the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences Marathon might assign to holders of preferred stock could affect the residual value of the common stock. See "Description of Capital Stock—Preferred Stock."

Provisions in Marathon's corporate documents and Delaware law could delay or prevent a change in control of Marathon, even if that change would be beneficial to its stockholders.

        The existence of some provisions in Marathon's corporate documents and Delaware law could delay or prevent a change in control of Marathon, even if that change would be beneficial to its stockholders. Marathon's restated certificate of incorporation and by-laws contain provisions that may make acquiring control of Marathon difficult, including:

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provisions relating to the classification, nomination and removal of its directors;



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a provision prohibiting stockholder action by written consent;



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a provision that allows only its board of directors to call a special meeting of its stockholders;



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provisions regulating the ability of its stockholders to bring matters for action at annual meetings of its stockholders; and



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the authorization given to its board of directors to issue and set the terms of preferred stock.

        In addition, Marathon has also adopted a stockholder rights plan, which would cause extreme dilution to any person or group who attempts to acquire a significant interest in Marathon without advance approval of its board of directors, while a provision of the Delaware General Corporation Law would impose some restrictions on mergers and other business combinations between Marathon and any holder of 15% or more of its outstanding common stock. See "Description of Capital Stock."

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Forward-Looking Statements

        This prospectus and the accompanying prospectus supplement, including the information we incorporate by reference, include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. You can identify our forward-looking statements by words such as "estimate," "project," "predict," "believe," "expect," "anticipate," "plan," "forecast," "budget," "goal" or other words that convey the uncertainty of future events or outcomes. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements contained in this prospectus, any prospectus supplement and the documents we have incorporated by reference.

        The forward-looking statements are not guarantees of future performance, and we caution you not to rely unduly on them. We have based many of these forward-looking statements on expectations and assumptions about future events that may prove to be inaccurate. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks, contingencies and uncertainties relate to, among other matters, the following:

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our financial exposure for obligations of United States Steel;



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fluctuations in crude oil and natural gas prices and refining and marketing margins;



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potential failure or delays in achieving expected reserve or production levels from existing and future oil and gas development projects due to operating hazards, drilling risks and the inherent uncertainties in predicting oil and gas reserves and oil and gas reservoir performance;



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drilling rig availability;



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unexpected geological or other conditions or events encountered in drilling operations;



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unsuccessful exploratory drilling activities;



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unexpected difficulties in refining, marketing or transporting petroleum products;



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potential disruption or interruption of our production facilities and our refining, marketing and transportation operations due to accidents, acts of terrorism or political events;



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our ability to achieve the benefits we expect to achieve from the Separation;



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the highly competitive nature of our businesses;



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international monetary conditions and exchange controls;



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changes in, and our ability to comply with government regulations, including those relating to the environment;



•

liability for remedial actions under environmental regulations;



•

changes in tax laws applicable to us; and



•

general domestic and international economic and political conditions.

We have discussed some of these factors in more detail in the "Risk Factors" section of this prospectus. These factors are not necessarily all the important factors that could affect us. We advise you that you should (1) be aware that important factors we do not refer to above could affect the accuracy of our forward-looking statements and (2) use caution and common sense when considering our forward-looking statements. We do not intend to update these statements unless the securities laws require us to do so.

11

The Separation

General

        Marathon was originally organized in 2001 as USX HoldCo, Inc. ("USX HoldCo") to become a holding company for the two principal businesses of our former parent company, Old USX:

•

the production, sale and transportation of steel mill products, coke, taconite pellets and coal, and other steel-related businesses comprising the U.S. Steel Group; and



•

the oil and gas exploration and production, domestic refining, marketing and transportation of crude oil and petroleum products and other energy businesses conducted by Marathon Oil Company, an Ohio corporation, and other subsidiaries comprising the Marathon Group.

In a series of transactions (the "Holding Company Reorganization") Old USX completed on July 2, 2001:

•

USX HoldCo became the holding company for Marathon Oil Company and United States Steel LLC;



•

Old USX was merged with and into United States Steel LLC;



•

USX HoldCo assumed a substantial part of the outstanding indebtedness, obligations under various capital and operating leases and guarantee obligations and other contingent liabilities of Old USX; and



•

USX HoldCo changed its name to USX Corporation.

        On December 31, 2001, pursuant to an Agreement and Plan of Reorganization dated as of July 31, 2001 (the "Reorganization Agreement") Marathon completed the Separation transaction, in which:

•

United States Steel LLC converted into a Delaware corporation named United States Steel Corporation and became a separate, publicly traded company; and



•

USX HoldCo, then known as USX Corporation, changed its name to Marathon Oil Corporation.

Marathon and its subsidiaries are continuing the energy business that comprised the Marathon Group of Old USX.

Assumption of Indebtedness and Other Obligations by United States Steel

        Prior to the Separation, Old USX, and then Marathon, managed most of its financial activities on a centralized, consolidated basis and, in its financial statements, attributed amounts that related primarily to the following items to the Marathon Group and the U.S. Steel Group on the basis of their cash flows for the applicable periods and the initial capital structure for each group:

•

invested cash;



•

short-term and long-term debt, including convertible debt, and related net interest and other financing costs; and



•

preferred stock and related dividends.

The following items, however, were specifically attributed to and reflected in their entirety in the financial statements of the group to which they related:

•

leases;



•

collateralized financings;



•

indexed debt instruments;

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•

financial activities of consolidated entities that were not wholly owned subsidiaries; and



•

transactions that related to securities convertible solely into common stock that tracked the performance of the Marathon Group or the U.S. Steel Group.

These attributions were for accounting purposes only and did not reflect the legal ownership of cash or the legal obligations to pay and discharge debt or other obligations.

        In connection with the Separation:

•

United States Steel and its subsidiaries incurred indebtedness to third parties and assumed various obligations from Marathon in an aggregate amount approximately equal to all the net amounts attributed to the U. S. Steel Group immediately prior to the Separation, both absolute and contingent, less the amount of a $900 million value transfer (the "Value Transfer"); and



•

Marathon and its subsidiaries remained responsible for all the liabilities attributed to the Marathon Group, both absolute and contingent, plus $900 million.

These arrangements required a post-Separation cash settlement between Marathon and United States Steel. At December 31, 2001, the net debt and other financings of United States Steel were $54 million less than the net debt and other financings attributable to the U.S. Steel Group, adjusted for the Value Transfer and certain one-time items related to the Separation. On February 6, 2002, United States Steel made a payment to Marathon of $54 million, plus applicable interest, to settle this difference.

        As a result of its assumption of various items of indebtedness and other obligations from its former parent entity in the Holding Company Reorganization, Marathon remained obligated after the Separation for the following items of indebtedness and other obligations that were attributed to the U.S. Steel Group in accordance with the provisions of the Reorganization Agreement (amounts as of June 30, 2002):

•

$470 million of industrial revenue bonds related to environmental improvement projects for current and former United States Steel facilities, with maturities ranging from 2009 through 2033 (accrued interest payable on those bonds was $6 million at June 30, 2002);



•

$84 million of sale-leaseback financing under a lease for equipment at United States Steel's Fairfield Works, with a term extending to 2012, subject to extensions (accrued interest payable on that financing was $5 million at June 30, 2002);



•

$104 million of operating lease obligations, of which $89 million was in turn assumed by purchasers of major equipment used in plants and operations divested by United States Steel;



•

a guarantee of United States Steel's $22 million contingent obligation to repay certain distributions from its 50% owned joint venture PRO-TEC Coating Company;



•

a guarantee of all obligations of United States Steel as general partner of Clairton 1314B Partnership, L.P. to the limited partners. United States Steel has no unpaid outstanding obligations to those limited partners; and



•

other guarantees referred to under "Relationship Between Marathon and United States Steel After the Separation—Financial Matters Agreement."

As contemplated by the Reorganization Agreement, Marathon and United States Steel entered into a financial matters agreement to reflect United States Steel's agreement to assume and discharge all Marathon's principal repayment, interest payment and other payment obligations under the industrial revenue bonds, the capital lease arrangement and the guarantees associated with the other lease and similar obligations referred to above. In addition, the financial matters agreement requires United States Steel to use commercially reasonable efforts to have Marathon released from its obligations under the other guarantees referred to above. The financial matters agreement also provides that on or before the tenth anniversary of the Separation, United States Steel will provide for Marathon's

13

discharge from any remaining liability under any of the assumed industrial revenue bonds. United States Steel may accomplish that discharge by refinancing or, to the extent not refinanced, paying Marathon an amount equal to the remaining principal amount of, all accrued and unpaid debt service outstanding on, and any premium required to immediately retire, the then outstanding industrial revenue bonds. As of August 31, 2002, Marathon has agreed to cause the redemption of $86.2 million of these bonds on November 1, 2011. Additionally, $1.8 million of the industrial revenue bonds are scheduled to mature during the period extending through 2012. For additional information relating to the financial matters agreement, see "Relationship Between Marathon and United States Steel After the Separation—Financial Matters Agreement."

Effects on Historical Relationship

        Historically, the U.S. Steel Group has funded its negative operating cash flow with cash supplied by us, a portion of which was reflected as a payment from us under our tax allocation policy and the remainder of which was represented by increased amounts of debt attributed by us. As a stand-alone company, United States Steel will need to fund any of its negative operating cash flow from external sources, and adequate sources may be unavailable or the cost of such funding may adversely impact United States Steel.

        As we discuss below, the financial matters agreement does not contain any financial covenants, and United States Steel is free to incur additional debt and grant mortgages on or security interests in its property and sell or transfer assets without our consent. United States Steel is more highly leveraged than we are, has a noninvestment grade credit rating and has granted security interests in some of its assets, including its accounts receivable and inventory. Additionally, United States Steel's operations are capital intensive. United States Steel's business also requires substantial expenditures for routine maintenance. The steel business is highly competitive and a large number of industry participants have sought protection under bankruptcy laws in recent periods.

Relationship Between Marathon
and United States Steel After the Separation

        As a result of the Separation, Marathon and United States Steel are separate companies, and neither has any ownership interest in the other. Thomas J. Usher is chairman of the board of both companies, and four of the remaining nine members of Marathon's board of directors are also directors of United States Steel.

        In connection with the Separation and pursuant to the Reorganization Agreement, Marathon and United States Steel have entered into a series of agreements governing their relationship subsequent to the Separation and providing for the allocation of tax and certain other liabilities and obligations arising from periods prior to the Separation. Set forth below is a summary of some of the provisions of each of those agreements.

Tax Sharing Agreement

        Marathon and United States Steel have a tax sharing agreement that applies to each of their consolidated tax reporting groups. Provisions of this agreement include the following:

•

for any taxable period, or any portion of any taxable period, ended on or before December 31, 2001, unpaid tax sharing payments will be made between Marathon and United States Steel generally in accordance with our general tax sharing principles in effect prior to the Separation;



•

no tax sharing payments will be made with respect to taxable periods, or portions thereof, beginning after December 31, 2001; and

14

•

provisions relating to the tax and related liabilities, if any, that result from the Separation ceasing to qualify as a tax-free transaction and limitations on post-Separation activities that might jeopardize the tax-free status of the Separation.

        Under the general tax sharing principles in effect prior to the Separation:

•

the taxes payable by each of the Marathon Group and the U.S. Steel Group were determined as if each of them had filed its own consolidated, combined or unitary tax return; and



•

the U.S. Steel Group would receive the benefit, in the form of tax sharing payments by the parent corporation, of the tax attributes, consisting principally of net operating losses and various credits, that its business generated and the parent used on a consolidated basis to reduce its taxes otherwise payable.

        In accordance with the tax sharing agreement, at the time of the Separation, we made a preliminary settlement with United States Steel of $440 million as the net tax sharing payments we owed to it for the year ended December 31, 2001 under the pre-Separation tax sharing principles.

        The tax sharing agreement also addresses the handling of tax audits and contests and other matters respecting taxable periods, or portions of taxable periods, ended prior to December 31, 2001.

        In the tax sharing agreement, each of Marathon and United States Steel promised the other party that it:

•

would not, prior to January 1, 2004, take various actions or enter into various transactions that might, under section 355 of the Internal Revenue Code of 1986, jeopardize the tax-free status of the Separation; and



•

would be responsible for, and indemnify and hold the other party harmless from and against, any tax and related liability, such as interest and penalties, that results from the Separation ceasing to qualify as tax-free because of its taking of any such action or entering into any such transaction.

        The proscribed actions and transactions include:

•

the liquidation of Marathon or United States Steel; and



•

the sale by Marathon or United States Steel of its assets, except in the ordinary course of business.

        In case a taxing authority seeks to collect a tax liability from one party which the tax sharing agreement has allocated to the other party, the other party has agreed in the sharing agreement to indemnify the first party against that liability.

        Even if the Separation otherwise qualifies for tax-free treatment under section 355 of the Internal Revenue Code, the Separation may become taxable to Marathon under section 355(e) of the Internal Revenue Code if capital stock representing a 50% or greater interest in either Marathon or United States Steel is acquired, directly or indirectly, as part of a plan or series of related transactions that include the Separation. For this purpose, a "50% or greater interest" means capital stock possessing at least 50% of the total combined voting power of all classes of stock entitled to vote or at least 50% of the total value of shares of all classes of capital stock. To minimize this risk, both Marathon and United States Steel agreed in the tax sharing agreement that they would not enter into any transactions or make any change in their equity structures that could cause the Separation to be treated as part of a plan or series of related transactions to which those provisions of section 355(e) of the Internal Revenue Code may apply. If an acquisition occurs that results in the Separation being taxable under section 355(e) of the Internal Revenue Code, the agreement provides that the resulting corporate tax liability will be borne by the party involved in that acquisition transaction.

15

        Although the tax sharing agreement allocates tax liabilities relating to taxable periods ending on or prior to the Separation, each of Marathon and United States Steel, as members of the same consolidated tax reporting group during any portion of a taxable period ended on or prior to the date of the Separation, is jointly and severally liable under the Internal Revenue Code for the federal income tax liability of the entire consolidated tax reporting group for that year. To address the possibility that the taxing authorities may seek to collect all or part of a tax liability from one party where the tax sharing agreement allocates that liability to the other party, the agreement includes indemnification provisions that would entitle the party from whom the taxing authorities are seeking collection to obtain indemnification from the other party, to the extent the agreement allocates that liability to that other party. We can provide no assurance, however, that United States Steel will be able to meet its indemnification obligations, if any, to Marathon that may arise under the tax sharing agreement.

Transition Services Agreement

        Marathon and United States Steel have a transition services agreement that will govern the provision of the following services until December 31, 2002:

•

common corporate support services; and



•

interunit computer services.

        Common corporate support services include services personnel at our former Pittsburgh corporate headquarters historically provided prior to the Separation. These include accounting, finance and financial management, government affairs, investor relations, public affairs and tax services. Most of these personnel now work for Marathon or United States Steel. Each company has agreed to provide these services to the other, to the extent it is able to do so and the other company cannot satisfy its own needs.

        Interunit computer services consist of computer and information technology services either company historically provided to our former Pittsburgh corporate headquarters or to the other company.

        A company providing common corporate support or inter-unit computer services under the transition services agreement will be entitled to recover the costs it incurs in providing those services.

        The transition services agreement also includes each company's grant to the other company and its subsidiaries of a nonexclusive, fully paid, worldwide license for their internal use only of the granting company's computer programs, software, source code and know-how that were utilized prior to the Separation or are utilized under the transition services agreement to provide common corporate support or inter-unit computer services to the other company and its subsidiaries.

Financial Matters Agreement

        Marathon and United States Steel have a financial matters agreement that provides for United States Steel's assumption of the obligations under Marathon's outstanding industrial revenue bonds, the capital lease arrangement and the guarantees associated with the other lease and similar obligations referred to above under "The Separation—Assumption of Indebtedness and Other Obligations by United States Steel." Under the financial matters agreement, United States Steel has assumed and agreed to discharge all Marathon's principal repayment, interest payment and other obligations under those industrial revenue bonds and lease and guarantee arrangements described above, including any amounts due on any default or acceleration of any of those obligations, other than any default caused by Marathon. The financial matters agreement also requires United States Steel to use commercially reasonable efforts to have Marathon released from its obligations under a guarantee we have provided with respect to United States Steel's obligations under a partnership agreement among General Electric Credit Corporation of Delaware, Southern Energy Clairton, L.L.C. and United States Steel.

16

        The financial matters agreement also provides that, on or before the tenth anniversary of the Separation, United States Steel will provide for Marathon's discharge from any remaining liability under any of the assumed industrial revenue bonds.

        The financial matters agreement requires Marathon to use commercially reasonable efforts to take all necessary action or refrain from acting so as to assure compliance with all covenants and other obligations under the documents relating to the assumed obligations to avoid the occurrence of a default or the acceleration of the payment obligations under the assumed obligations. The agreement also obligates Marathon to use commercially reasonable efforts to obtain and maintain letters of credit and other liquidity arrangements required under the assumed obligations.

        United States Steel's obligations to Marathon under the financial matters agreement are general unsecured obligations which rank equal to United States Steel's accounts payable and other general unsecured obligations. The financial matters agreement does not contain any financial covenants, and United States Steel is free to incur additional debt, grant mortgages on or security interests in its property and sell or transfer assets without our consent.

License Agreement

        Marathon and United States Steel have entered into a license agreement under which Marathon granted to United States Steel a nonexclusive, fully paid, worldwide license to use the "USX" name and various trade secrets, know-how and intellectual property rights previously used in connection with the business of both companies. The license agreement provides that United States Steel may use these rights solely in the conduct of its internal business. It also provides United States Steel with the right to sublicense these rights to any of its subsidiaries. The license agreement provides for a perpetual term, so long as United States Steel performs its obligations under the agreement.

Insurance Assistance Agreement

        Marathon and United States Steel have an insurance assistance agreement, which provides for:

•

the division of responsibility for joint insurance arrangements; and



•

the entitlement to insurance claims and the allocation of deductibles with respect to claims associated with pre-Separation periods.

        Under the insurance assistance agreement:

•

Marathon is entitled to all rights in and to all claims and is solely liable for the payment of uninsured retentions and deductibles arising out of or relating to pre-Separation events or conditions exclusively associated with the business of the Marathon Group;



•

United States Steel is entitled to all rights in and to all claims and is solely liable for the payment of uninsured retentions and deductibles arising out of or relating to pre-Separation events or conditions exclusively associated with the business of the U. S. Steel Group;



•

Marathon is entitled to 65% and United States Steel is entitled to 35% of all rights in and to all claims, and Marathon and United States Steel are liable on the same percentage basis for the payment of uninsured retentions and deductibles, arising out of or relating to pre-Separation events or conditions and not related exclusively to either the Marathon Group or the U.S. Steel Group; and



•

the cost of extended reporting insurance for pre-Separation periods will be split between Marathon and United States Steel on a 65%-35% basis, respectively, if both companies elect to purchase the same extended reporting insurance.

17

Use of Proceeds

        Unless we inform you otherwise in the prospectus supplement, we will use the net proceeds from the sale of the offered securities for general corporate purposes. These purposes may include funding working capital requirements, acquisitions and other capital expenditures, repayment and refinancing of indebtedness and repurchases and redemptions of securities. Pending any specific application, we may initially invest those funds in short-term marketable securities or apply them to the reduction of short-term indebtedness.

Ratios of Earnings to Fixed Charges and Earnings to
Combined Fixed Charges and Preferred Stock Dividends

        Our ratios of earnings to fixed charges and earnings to combined fixed charges and preferred stock dividends for each of the periods indicated, in each case determined on a total enterprise basis are as follows:

	Year ended December 31,
						Six Months Ended June 30, 2002
	1997	1998	1999	2000	2001
Ratio of earnings to fixed charges	2.55	2.60	4.24	4.06	7.47	3.64
Ratio of earnings to combined fixed charges and preferred stock dividends	2.43	2.51	4.11	3.95	7.26	3.64

The term "earnings" is the amount resulting from adding the following items:

•

pre-tax income before adjustment for minority interests in consolidated subsidiaries or income or loss from equity investees;



•

fixed charges;



•

amortization of capitalized interest;



•

distributed income of equity investees; and



•

share of pre-tax losses of equity investees for which charges arising from guarantees are included in fixed charges;

and subtracting from the total the following:

•

interest capitalized; and



•

preference security dividend requirements of consolidated subsidiaries.

For this purpose, "fixed charges" consists of:

•

interest on all indebtedness and amortization of debt discount and expense;



•

interest capitalized, including discontinued operations;



•

an estimate of the portion of annual rental expense on operating leases that represents the interest factor attributable to rentals;



•

pre-tax earnings required to cover preferred stock dividend requirements; and



•

fixed charges, including discontinued operations, from debt of any entity less than 50% owned, which is guaranteed by us if it is probable that we will have to satisfy the guarantee.

18

Description of Debt Securities

        The debt securities this prospectus covers will be Marathon's general unsecured obligations. The debt securities will be either senior debt securities or subordinated debt securities. Marathon will issue senior debt securities under a senior indenture dated February 26, 2002 between Marathon and JPMorgan Chase Bank, as trustee, and Marathon will issue subordinated debt securities under a subordinated indenture dated February 26, 2002 between Marathon and JPMorgan Chase Bank, as trustee. In this description, we sometimes call the senior indenture and the subordinated indenture the "indentures."

        We have summarized the provisions of the indentures and the debt securities below. You should read the indentures for more details regarding the provisions described below and for other provisions that may be important to you. We have filed the indentures with the SEC as exhibits to the registration statement, and we will include any other instrument establishing the terms of any debt securities we offer as exhibits to a filing we will make with the SEC in connection with that offering. See "Where You Can Find More Information."

        The following description primarily relates to senior debt securities that we may issue under the senior indenture. We have summarized some of the provisions of the subordinated indenture below under the caption "—Subordinated Debt Securities." If we offer subordinated debt securities, we will provide more specific terms in the related prospectus supplement. In this summary description of the debt securities, all references to "Marathon," "we" or "us" mean Marathon Oil Corporation only, unless we state otherwise or the context clearly indicates otherwise.

General

        The senior debt securities will constitute senior debt of Marathon and will rank equally with all its unsecured and unsubordinated debt. The subordinated debt securities will be subordinated to, and thus have a position junior to, any senior debt securities and all other senior debt of Marathon. Neither indenture limits the amount of debt we may issue under the indentures, and neither limits the amount of other unsecured debt or securities we may incur or issue. We may issue debt securities under either indenture from time to time in one or more series, each in an amount we authorize prior to issuance.

        Marathon derives substantially all its operating income from, and holds substantially all its assets through, its subsidiaries. As a result, Marathon will depend on distributions of cash flow and earnings of its subsidiaries in order to meet its payment obligations under any debt securities it offers under this prospectus and its other obligations. These subsidiaries are separate and distinct legal entities and will have no obligation to pay any amounts due on Marathon's debt securities or to provide Marathon with funds for its payment obligations, whether by dividends, distributions, loans or otherwise. In addition, provisions of applicable law, such as those limiting the legal sources of dividends, could limit their ability to make payments or other distributions to Marathon and they could agree to contractual restrictions on their ability to make distributions.

        Marathon's right to receive any assets of any subsidiary, and therefore the right of the holders of Marathon's debt securities to participate in those assets, will be effectively subordinated to the claims of that subsidiary's creditors, including trade creditors. In addition, even if Marathon is a creditor of any subsidiary, Marathon's rights as a creditor would be subordinate to any security interest in the assets of that subsidiary and any indebtedness of that subsidiary senior to that held by Marathon.

        We may issue the debt securities of any series in definitive form or as a book-entry security in the form of a global security registered in the name of a depositary we designate.

        We may issue the debt securities in one or more series with various maturities. They may be sold at par, at a premium or with an original issue discount.

19

Terms

        The prospectus supplement relating to any series of debt securities being offered will specify whether the debt securities are senior debt securities or subordinated debt securities and will include specific terms relating to the offering. These terms will include some or all of the following:

•

the title of the debt securities;



•

any limit on the aggregate principal amount of the debt securities;



•

the person or entity to whom any interest will be payable, if that person or entity is not the registered owner of the debt securities;



•

the date or dates on which the principal of and any premium on the debt securities will be payable;



•

the rates, which may be fixed or variable, per annum at which the debt securities will bear interest, if any, and the date or dates from which any interest will accrue;



•

the dates on which the interest, if any, on the debt securities will be payable, and the regular record dates for the interest payment dates or the method for determining those dates;



•

the place or places where payments on the debt securities will be payable;



•

the terms and conditions on which the debt securities may, under any optional or mandatory redemption provisions, be redeemed;



•

any mandatory or optional sinking fund or similar provisions or provisions for mandatory redemption or purchase at the option of the holder;



•

the denominations in which the debt securities will be issuable, if other than denominations of $1,000 or any multiple of that amount;



•

any index, formula or other method used to determine the amount of payment of principal of or any premium or interest on the debt securities;



•

if other than the currency of the United States of America, the currency of payment of principal of or any premium or interest on the debt securities;



•

if, at our election or the election of the holder, the principal of or any premium or interest on any debt securities is to be payable in one or more currencies or currency units other than those in which the debt securities are stated to be payable, the terms and conditions on which that election is to be made and the amount so payable;



•

if other than the full principal amount of the debt securities, the portion of the principal amount of the debt securities that will be payable on the declaration of acceleration of the maturity of the debt securities;



•

if the principal amount payable at maturity will not be determinable as of one or more dates prior to maturity, the amount that will be deemed to be the principal amount as of any such date;



•

any terms on which the debt securities may be convertible into or exchanged for securities or indebtedness of any kind of Marathon or of any other issuer or obligor and the terms and conditions on which a conversion or exchange will be effected, including the initial conversion or exchange price or rate, the conversion period and any other additional provisions;



•

the applicability of the defeasance provisions described below under "—Satisfaction and Discharge; Defeasance under the Senior Indenture," and any conditions under which those provisions will apply;

20

•

if the debt securities will be issuable only in the form of a global security as described below under "—Book-entry Debt Securities," the depositary for the debt securities;



•

any changes in or additions to the events of default or covenants this prospectus describes;



•

the payment of any additional amounts with respect to the debt securities; and



•

any other terms of the debt securities.

        If we sell any of the debt securities for any foreign currency or currency unit or if payments on the debt securities are payable in any foreign currency or currency unit, we will describe in the prospectus supplement the restrictions, elections, tax consequences, specific terms and other information relating to those debt securities and the foreign currency or currency unit.

Restrictive Covenants Under the Senior Indenture

        Marathon has agreed to two principal restrictions on its activities for the benefit of holders of the senior debt securities. The restrictive covenants summarized below will apply to a series of senior debt securities (unless waived or amended) as long as any of those senior debt securities are outstanding, unless the prospectus supplement for the series states otherwise.

Creation of Certain Liens

        If Marathon or any subsidiary of Marathon mortgages or encumbers as security for money borrowed any property capable of producing oil or gas which (1) is located in the United States and (2) is determined to be a principal property by Marathon's board of directors in its discretion, Marathon will, or will cause such subsidiary to, secure each series of senior debt equally and ratably with all obligations secured by the mortgage then being given. This covenant will not apply in the case of any mortgage:

•

existing on the date of the senior indenture;



•

incurred in connection with the acquisition or construction of any property;



•

previously existing on acquired property or existing on the property of any entity when it becomes a subsidiary of ours;



•

in favor of the United States, any state, or any agency, department, political subdivision or other instrumentality of either, to secure payments to us under the provisions of any contract or statute;



•

in favor of the United States, any state, or any agency, department, political subdivision or other instrumentality of either, to secure borrowings for the purchase or construction of the property mortgaged;



•

in connection with a sale or other transfer of (1) oil, gas or other minerals in place for a period of time until, or in an amount such that, the purchase will realize a specified amount of money or a specified amount of minerals or (2) any interest of the character commonly referred to as an "oil payment" or a "production payment";



•

to secure the cost of the repair, construction, improvement, alteration, exploration, development or drilling of all or part of a principal property;



•

in various facilities and personal property located at or on a principal property;



•

arising in connection with the sale of accounts receivable resulting from the sale of oil or gas at the wellhead; or

21

•

that is a renewal of or substitution for any mortgage permitted under any of the provisions described in the preceding clauses.

In addition, Marathon may, and may permit its subsidiaries to, grant mortgages or incur liens on property covered by the restriction described above as long as the net book value of the property so encumbered, together with all property subject to the restriction on sale and leaseback transactions described below, does not, at the time such Mortgage or lien is granted, exceed 10% of our "Consolidated Net Tangible Assets," which the senior indenture defines to mean the aggregate value of all assets of Marathon and its subsidiaries after deducting:

•

all current liabilities, excluding all long-term debt due within one year;



•

all investments in unconsolidated subsidiaries and all investments accounted for on the equity basis; and



•

all goodwill, patents and trademarks, unamortized debt discount and other similar intangibles;

all determined in conformity with generally accepted accounting principles and calculated on a basis consistent with our most recent audited consolidated financial statements.

Limitations on Certain Sale and Leaseback Transactions

        Marathon and its subsidiaries are generally prohibited from selling and leasing back the principal properties described above under "—Creation of Certain Liens." However, this covenant will not apply if:

•

the lease is an intercompany lease between Marathon and one of its subsidiaries or between any of its subsidiaries;



•

the lease is for a temporary period by the end of which it is intended that the use of the leased property will be discontinued;



•

Marathon or a subsidiary of Marathon could mortgage the property without equally and ratably securing the senior debt securities under the covenant described above under the caption "—Creation of Certain Liens";



•

the transfer is incident to or necessary to effect any operating, farm-out, farm-in, unitization, acreage exchange, acreage contribution, bottom-hole or dry-hole arrangement or pooling agreement or other agreement of the same general nature relating to the acquisition, exploration, maintenance, development or operation of oil and gas properties in the ordinary course of business or as required by any regulatory agency having jurisdiction over the property; or



•

Marathon promptly informs the trustee of the sale, the net proceeds of the sale are at least equal to the fair value of the property and within 180 days of the sale the net proceeds are applied to the retirement or in-substance defeasance of our funded debt (subject to reduction, under circumstances the senior indenture specifies).

        As of the date of this prospectus, neither Marathon nor any subsidiary of Marathon has any property that Marathon's board of directors has determined to be a principal property.

Merger, Consolidation and Sale of Assets

        The senior indenture provides that Marathon may not merge or consolidate with any other entity or sell or convey all or substantially all its assets except as follows:

•

Marathon is the continuing corporation or the successor entity (if other than Marathon) is a corporation or other entity organized under the laws of the United States or any state thereof

22

that expressly assumes the obligations of Marathon under the senior indenture and the outstanding senior debt securities; and

•

immediately after the merger, consolidation, sale or conveyance, no event of default under the senior indenture shall have occurred and be continuing.

        On the assumption by the successor of the obligations under the indentures, the successor will be substituted for Marathon, and Marathon will be relieved of any further obligation under the indentures and the debt securities.

Events of Default Under the Senior Indenture

        The senior indenture defines an event of default with respect to the senior debt securities of any series as being:

(1)

Marathon's failure to pay interest on any senior debt security of that series when due, continuing for 30 days;



(2)

Marathon's failure to pay the principal of or premium on any senior debt security of that series when due and payable;



(3)

Marathon's failure to deposit any sinking fund payment when due by the terms of the senior debt securities of that series;



(4)

Marathon's failure to perform under any other covenant or warranty applicable to the senior debt securities of that series and not specifically dealt with in the definition of "event of default" for a period of 90 days after written notice to Marathon of that failure;



(5)

specified events of bankruptcy, insolvency or reorganization of Marathon; or



(6)

any other event of default provided with respect to the senior debt securities of that series.

        The trustee is required to give holders of the senior debt securities of any series written notice of a default with respect to that series as provided by the Trust Indenture Act. In the case of any default of the character described above in clause (4) of the immediately preceding paragraph, no such notice to holders must be given until at least 60 days after the occurrence of that default.

        Marathon is required annually to deliver to the trustee an officer's certificate stating whether or not the signers have any knowledge of any default by Marathon in its performance and observance of any terms, provisions and conditions of the senior indenture.

        In case an event of default (other than an event of default involving an event of bankruptcy, insolvency or reorganization of Marathon) shall occur and be continuing with respect to any series, the trustee or the holders of not less than 25% in principal amount of the senior debt securities of that series then outstanding may declare the principal amount of those senior debt securities (or, in the case of any senior debt securities Marathon issues at an original issue discount, the portion of such principal amount that we will specify in the applicable prospectus supplement) to be due and payable. If an event of default relating to any event of bankruptcy, insolvency or reorganization of Marathon occurs, the principal of all the senior debt securities then outstanding (or, in the case of any senior debt securities Marathon issues at an original issue discount, the portion of such principal amount that we will specify in the applicable prospectus supplement) will become immediately due and payable without any action on the part of the applicable trustee or any holder. The holders of a majority in principal amount of the outstanding senior debt securities of any series affected by the default may in some cases rescind this accelerated payment requirement. Depending on the terms of our other indebtedness, an event of default may give rise to cross defaults on our other indebtedness.

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        Any past default with respect to a series of senior debt securities may be waived on behalf of all holders of those senior debt securities by at least a majority in principal amount of the holders of the outstanding senior debt securities of that series, except a default:

•

in the payment of principal of or any premium or interest on any senior debt security of that series; or



•

respecting a covenant or provision that cannot be modified without the consent of the holder of each outstanding senior debt security of that series.

Any default that is so waived will cease to exist and any event of default arising from that default will be deemed to be cured for every purpose under the senior indenture, but no such waiver will extend to any subsequent or other default or impair any right arising from a subsequent or other default.

        A holder of a senior debt security of any series will be able to pursue any remedy under the senior indenture only if:

•

the holder has given prior written notice to the trustee of a continuing event of default with respect to the senior debt securities of that series;



•

the holders of at least 25% in principal amount of the outstanding senior debt securities of that series have made a written request to the trustee to institute proceedings with respect to the event of default;



•

the holders making the request have offered the trustee reasonable indemnity against costs, expenses and liabilities to be incurred in compliance with the request;



•

the trustee for 60 days after its receipt of the notice, request and offer of indemnity has failed to institute any such proceeding; and



•

during that 60-day period, the holders of a majority in principal amount of the senior debt securities of that series do not give the trustee a direction inconsistent with the request.

Holders of senior debt securities, however, are entitled at any time to bring a lawsuit for the payment of principal and interest due on their debt securities on or after its due date.

        It is intended that rights provided for holders under the senior indenture are for the equal and ratable benefit of all such holders.

Modification of the Senior Indenture

        Marathon and the trustee may modify the senior indenture without the consent of the holders of the senior debt securities for one or more of the following purposes:

•

to evidence the succession of another person to Marathon;



•

to add to covenants for the benefit of the holders of senior debt securities or to surrender any right or power conferred on Marathon by the senior indenture;



•

to add additional events of default for the benefit of holders of all or any series of senior debt securities;



•

to add or change provisions of the senior indenture to allow the issuance of senior debt securities in other forms;



•

to add to, change or eliminate any of the provisions of the senior indenture respecting one or more series of senior debt securities under conditions the senior indenture specifies;



•

to secure the senior debt securities under the requirements of the senior indenture or otherwise;

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•

to establish the form or terms of senior debt securities of any series as permitted by the senior indenture;



•

to evidence the appointment of a successor trustee; or



•

to cure any ambiguity or to correct or supplement any provision of the senior indenture that may be defective or inconsistent with any other provision in the senior indenture, or to make any other provisions with respect to matters or questions arising under the senior indenture as shall not adversely affect the interests of the holders of senior debt securities of any series in any material respect.

Marathon and the trustee may otherwise modify the senior indenture or any supplemental senior indenture with the consent of the holders of not less than a majority in aggregate principal amount of each series of senior debt securities affected. However, without the consent of the holder of each outstanding senior debt security affected, no modification may:

•

change the fixed maturity or reduce the principal amount, reduce the rate or extend the time of payment of any premium or interest thereon, or change the currency in which the senior debt securities are payable, or adversely affect any right of the holder of any senior debt security to require Marathon to repurchase that senior debt security; or



•

reduce the percentage of senior debt securities required for consent to any such modification or supplemental indenture.

Satisfaction and Discharge; Defeasance Under the Senior Indenture

        The senior indenture will be satisfied and discharged if:

•

Marathon delivers to the trustee all senior debt securities then outstanding for cancellation; or



•

all senior debt securities have become due and payable or are to become due and payable within one year or are to be called for redemption within one year and Marathon deposits an amount of cash sufficient to pay the principal of and premium, if any, and interest on those senior debt securities to the date of maturity or redemption.

        In addition to the right of discharge described above, we may deposit with the trustee funds or government securities sufficient to make payments on the senior debt securities of a series on the dates those payments are due and payable, then, at our option, either of the following will occur:

•

we will be discharged from our obligations with respect to the senior debt securities of that series ("legal defeasance"); or



•

we will no longer have any obligation to comply with the restrictive covenants under the senior indenture, and the related events of default will no longer apply to us, but some of our other obligations under the senior indenture and the senior debt securities of that series, including our obligation to make payments on those senior debt securities, will survive ("covenant defeasance").

        If we defease a series of senior debt securities, the holders of the senior debt securities of the series affected will not be entitled to the benefits of the senior indenture, except for our obligations to:

•

register the transfer or exchange of senior debt securities;



•

replace mutilated, destroyed, lost or stolen senior debt securities; and



•

maintain paying agencies and hold moneys for payment in trust.

25

        As a condition to either legal defeasance or covenant defeasance, we must deliver to the trustee an opinion of counsel that the holders of the senior debt securities will not recognize gain or loss for federal income tax purposes as a result of the action.

Subordinated Debt Securities

        Although the senior indenture and the subordinated indenture are generally similar and many of the provisions discussed above pertain to both senior and subordinated debt securities, there are many substantive differences between the two indentures. This section discusses some of those differences.

Subordination

        Subordinated debt securities will be subordinate, in right of payment, to all "senior debt," which the subordinated indenture defines to mean, with respect to Marathon, the principal of and premium, if any, and interest on:

•

all indebtedness of Marathon, whether outstanding on the date of the subordinated indenture or subsequently created, incurred or assumed, which is for money borrowed, or evidenced by a note or similar instrument given in connection with the acquisition of any business, properties or assets, including securities;



•

any indebtedness of others of the kinds described in the preceding clause for the payment of which Marathon is responsible or liable (directly or indirectly, contingently or otherwise) as guarantor or otherwise; and



•

amendments, renewals, extensions and refundings of any indebtedness described in the two preceding clauses, unless in any instrument or instruments evidencing or securing that indebtedness or pursuant to which the same is outstanding, or in any such amendment, renewal, extension or refunding, it is expressly provided that such indebtedness is not superior in right of payment to the subordinated debt securities of any series.

Terms of Subordinated Debt Securities May Contain Conversion or Exchange Provisions

        The prospectus supplement for a particular series of subordinated debt securities will include some or all of the specific terms discussed above under "—General" and "—Terms." Additionally, the prospectus supplement may contain subordination provisions (to the extent that those provisions might differ from those provided in the subordinated indenture) and, if applicable, conversion or exchange provisions.

Modification of the Subordinated Indenture

        The subordinated indenture may be modified by Marathon and the trustee without the consent of the holders of the subordinated debt securities for one or more of the purposes we discuss above under "—Modification of the Senior Indenture." Additionally, Marathon and the trustee may modify the subordinated indenture to make provision with respect to any conversion or exchange rights as contemplated in that indenture.

Defeasance of Subordinated Debt Securities

        The subordination of the subordinated debt securities is expressly made subject to the provisions for legal defeasance and covenant defeasance (for similar provisions, see "—Satisfaction and Discharge; Defeasance Under the Senior Indenture.") On the effectiveness of any legal defeasance or covenant defeasance with respect to outstanding subordinated debt securities, those debt securities will cease to be subordinated.

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Governing Law

        New York law will govern the indentures and the debt securities.

The Trustee

        JPMorgan Chase Bank is the trustee under each of the indentures. JPMorgan Chase Bank is also the trustee under a senior indenture dated June 14, 2002 among Marathon Global Funding Corporation, as issuer, Marathon, as guarantor, and JPMorgan Chase Bank (the "Marathon Global Indenture"). As of June 30, 2002, $1.45 billion in aggregate principal amount of our senior unsecured notes was outstanding under the senior indenture and $400 million in aggregate principal amount of Marathon Global Funding Corporation's senior unsecured notes, fully and unconditionally guaranteed by Marathon, was outstanding under the Marathon Global Indenture.

        If an event of default occurs and is continuing, the trustee must use the degree of care and skill of a prudent person in the conduct of his own affairs. The trustee will become obligated to exercise any of its powers under the indentures at the request of any of the holders of any debt securities only after those holders have offered the trustee indemnity reasonably satisfactory to it.

        Each indenture limits the right of the trustee, if it is one of our creditors, to obtain payment of claims or to realize on certain property received for any such claim, as security or otherwise. The trustee may engage in other transactions with us. If it acquires any conflicting interest, however, it must eliminate that conflict or resign.

Exchange, Registration and Transfer

        Debt securities of any series will be exchangeable for other debt securities of the same series with the same total principal amount and the same terms but in different authorized denominations in accordance with the applicable indenture. Holders may present registered debt securities for registration of transfer at the office of the security registrar or any transfer agent we designate. The security registrar or transfer agent will effect the transfer or exchange when it is satisfied with the documents of title and identity of the person making the request.

        Unless we inform you otherwise in the prospectus supplement, we will appoint the trustee under each indenture as security registrar for the debt securities we issue in registered form under that indenture. If the prospectus supplement refers to any transfer agent initially designated by us, we may at any time rescind that designation or approve a change in the location through which any transfer agent acts. We will be required to maintain an office or agency for transfers and exchanges in each place of payment. We may at any time designate additional transfer agents for any series of debt securities or rescind the designation of any transfer agent. No service charge will be made for any registration of transfer or exchange of those securities. Marathon or the trustee may, however, require the payment of any tax or other governmental charge payable for that registration.

        In the case of any redemption, neither the security registrar nor the transfer agent will be required to register the transfer of or exchange of any debt security:

•

during a period beginning 15 business days before the day of mailing of the relevant notice of redemption and ending on the close of business on that day of mailing; or



•

if we have called the debt security for redemption in whole or in part, except the unredeemed portion of any debt security being redeemed in part.

Payment and Paying Agents

        Unless we inform you otherwise in the prospectus supplement, we will make payments on the debt securities in U.S. dollars at the office of the applicable trustee or any paying agent we designate. At

27

our option, we may make payments by check mailed to the holder's registered address or, with respect to global debt securities, by wire transfer. Unless we inform you otherwise in the prospectus supplement, we will make interest payments to the person in whose name the debt security is registered at the close of business on the record date for the interest payment.

        Unless we inform you otherwise in the prospectus supplement, we will designate the trustee under each indenture as our paying agent for payments on debt securities we issue under that indenture. We may at any time designate additional paying agents or rescind the designation of any paying agent or approve a change in the office through which any paying agent acts.

        Subject to the requirements of any applicable abandoned property laws, the trustee and paying agent will repay to us on our written request any funds they hold for payments on the debt securities that remain unclaimed for two years after the date upon which that payment has become due. After repayment to us, holders entitled to those funds must look only to us for payment.

Book-entry Debt Securities

        We may issue the debt securities of a series in the form of one or more global debt securities that would be deposited with a depositary or its nominee identified in the prospectus supplement. We may issue global debt securities in either temporary or permanent form. We will describe in the prospectus supplement the terms of any depositary arrangement and the rights and limitations of owners of beneficial interests in any global debt security.

Description of Stock Purchase Contracts
and Stock Purchase Units

        We may issue stock purchase contracts, including contracts obligating holders to purchase from us, and obligating us to sell to the holders, a specified number of shares of common stock at a future date or dates. We may fix the price per share of common stock and the number of shares of common stock at the time the stock purchase contracts are issued or by reference to a specific formula set forth in the stock purchase contracts. We may issue the stock purchase contracts separately or as part of units, which we refer to as "stock purchase units," consisting of a stock purchase contract and our debt securities or debt obligations of third parties, including U.S. treasury securities, securing the holders' obligations to purchase the common stock under the stock purchase contracts. The stock purchase contracts may require holders to secure their obligations under the stock purchase contracts in a specified manner. The stock purchase contracts also may require us to make periodic payments to the holders of the stock purchase units or vice versa, and such payments may be unsecured or refunded on some basis.

        The applicable prospectus supplement will describe the terms of the stock purchase contracts or stock purchase units. The description in the prospectus supplement will not necessarily be complete, and reference will be made to the stock purchase contracts and, if applicable, collateral or depositary arrangements relating to the stock purchase contracts or stock purchase units. The applicable prospectus supplement will also describe material United States federal income tax considerations applicable to the stock purchase units and the stock purchase contracts.

Description of Capital Stock

        Marathon's authorized capital stock consists of:

•

550,000,000 shares of common stock; and



•

26,000,000 shares of preferred stock, issuable in series.

Each authorized share of common stock has a par value of $1.00. The authorized shares of preferred stock have no par value. As of July 31, 2002, 309,815,967 shares of common stock were issued and

28

outstanding, including 2,350,011 shares of common stock that we had repurchased and were holding as treasury shares. As of July 31, 2002, no shares of Marathon's preferred stock were issued and outstanding.

        In the discussion that follows, we have summarized provisions of Marathon's restated certificate of incorporation and by-laws relating to its capital stock, as well as provisions of the rights agreement between Marathon and National City Bank, as rights agent. You should read the provisions of the restated certificate of incorporation, by-laws and rights agreement as currently in effect for more details regarding the provisions described below and for other provisions that may be important to you. We have filed copies of those documents with the SEC, and they are incorporated by reference as exhibits to the registration statement. See "Where You Can Find More Information."

Common Stock

        Each share of common stock has one vote in the election of each director and on all other matters voted on generally by the stockholders. No share of common stock affords any cumulative voting rights. This means that the holders of a majority of the voting power of the shares voting for the election of directors can elect all directors to be elected if they choose to do so. Marathon's board of directors may grant holders of preferred stock, in the resolutions creating the series of preferred stock, the right to vote on the election of directors or any questions affecting Marathon.

        Holders of common stock will be entitled to dividends in such amounts and at such times as Marathon's board of directors in its discretion may declare out of funds legally available for the payment of dividends. Dividends on the common stock will be paid at the discretion of Marathon's board of directors after taking into account various factors, including:

•

our financial condition and performance;



•

our cash needs and capital investment plans;



•

our obligations to holders of any preferred stock we may issue;



•

income tax consequences; and



•

the restrictions Delaware and other applicable laws and our credit arrangements then impose.

In addition, the terms of the loan agreements, indentures and other agreements we enter into from time to time may restrict the payment of cash dividends.

        If Marathon liquidates or dissolves its business, the holders of common stock will share ratably in all assets available for distribution to stockholders after Marathon's creditors are paid in full and the holders of all series of Marathon's outstanding preferred stock, if any, receive their liquidation preferences in full.

        The common stock has no preemptive rights and is not convertible or redeemable or entitled to the benefits of any sinking or repurchase fund. All issued and outstanding shares of common stock are fully paid and nonassessable. Any shares of common stock Marathon may offer and sell under this prospectus will also be fully paid and nonassessable.

        Marathon's outstanding shares of the common stock are listed on the New York Stock Exchange, the Pacific Stock Exchange and the Chicago Stock Exchange and trade under the symbol "MRO." Any additional shares of common stock Marathon may offer and sell under this prospectus will also be listed on those stock exchanges.

        The transfer agent and registrar for the common stock is National City Bank.

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Preferred Stock

        At the direction of its board of directors, without any action by the holders of its common stock, Marathon may issue one or more series of preferred stock from time to time. Marathon's board of directors can determine the number of shares of each series of preferred stock and the designation, powers, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions applicable to any of those rights, including dividend rights, voting rights, conversion or exchange rights, terms of redemption and liquidation preferences, of each series.

        The prospectus supplement relating to any series of preferred stock Marathon offers will include specific terms relating to the offering. These terms will include some or all of the following:

•

the series designation of the preferred stock;



•

the maximum number of shares of the series;



•

the dividend rate or the method of calculating the dividend, the date from which dividends will accrue and whether dividends will be cumulative;



•

any liquidation preference;



•

any optional redemption provisions;



•

any sinking fund or other provisions that would obligate us to redeem or repurchase the preferred stock;



•

any terms for the conversion or exchange of the preferred stock for any other securities;



•

any voting rights; and



•

any other preferences and relative, participating, optional or other special rights or any qualifications, limitations or restrictions on the rights of the shares.

        Any preferred stock Marathon offers and sells under this prospectus will be fully paid and nonassessable.

        The registration statement will include the certificate of designation as an exhibit or will incorporate the certificate of designation by reference. You should read that document for provisions that may be important to you.

        The existence of undesignated preferred stock may enable Marathon's board of directors to render more difficult or to discourage an attempt to obtain control of Marathon by means of a tender offer, proxy contest, merger or otherwise, and thereby to protect the continuity of its management. The issuance of shares of preferred stock may adversely affect the rights of the holders of common stock. For example, any preferred stock issued may rank prior to the common stock as to dividend rights, liquidation preference or both, may have full or limited voting rights and may be convertible into shares of common stock. As a result, the issuance of shares of preferred stock may discourage bids for common stock or may otherwise adversely affect the market price of the common stock or any existing preferred stock.

The Rights Agreement

        Marathon has entered into a rights agreement with National City Bank, as rights agent, providing for the issuance of preferred stock purchase rights to holders of common stock. Under the plan, each share of common stock currently includes one right to purchase from Marathon one one-hundredth of a share of its series A junior preferred stock at an exercise price of $110.00 per unit, subject to adjustment. We have summarized selected provisions of the rights agreement below. You should read the rights agreement for more details regarding the provisions described below and for other provisions that may be important to you. We have filed a copy of the rights agreement with the SEC, and it is

30

incorporated by reference as an exhibit to the registration statement. See "Where You Can Find More Information."

        Under the rights agreement, each right will become exercisable, subject to some exceptions the rights agreement specifies, after any person or group of affiliated or associated persons has become an "acquiring person" by acquiring, obtaining the right to acquire or making a tender or an exchange offer for 15% or more of the outstanding voting power represented by Marathon's outstanding common stock, except pursuant to a qualifying all-cash tender offer for all outstanding common stock which results in the offeror's owning common stock representing a majority of the voting power (other than common stock beneficially owned by the offeror immediately prior to the offer) (a "qualifying offer").

        If the rights become exercisable, each right will entitle the holder, other than the acquiring person or group, to purchase one one-hundredth of a share of Marathon's series A junior preferred stock by paying the exercise price. Following the acquisition by any person or group of affiliated or associated persons of 15% or more of the outstanding voting power represented by Marathon's outstanding common stock (other than pursuant to a qualifying offer), each holder other than the acquiring person or group may purchase shares of Marathon common stock (or, in some circumstances, cash, property or other securities of Marathon) having a market value of twice the exercise price. After a person or group of affiliated or associated persons has acquired 15% or more of the outstanding voting power, if Marathon engages in a merger or other business combination where it is not the surviving corporation or where it is the surviving corporation and its common stock is changed or exchanged, or if 50% or more of its assets, earnings power or cash flow is sold or transferred, each right will entitle the holder to purchase common stock of the acquiring entity having a market value of twice the exercise price.

        Marathon's board of directors may, at any time until ten days after the public announcement that a person or group of affiliated or associated persons has become an acquiring person, cause Marathon to redeem the rights in whole, but not in part, at a redemption price of $.01 per right, subject to adjustment for any stock split, stock dividend or similar transaction occurring before the date of redemption. At its option, Marathon may pay that redemption price in cash, shares of its common stock or any other consideration its board of directors selects. After a person becomes an acquiring person, the right of redemption is subject to some limitations. The agreement does not, however, prevent a stockholder from conducting a proxy contest to remove and replace members of Marathon's board with directors who then vote to redeem the rights, if those actions are taken prior to the time that the stockholder becomes an acquiring person. The rights will not be exercisable after a person or group of affiliated or associated persons has become an acquiring person until the rights are no longer redeemable. If Marathon's board of directors timely orders the redemption of the rights, the rights will terminate on the effectiveness of that action.

        The number of outstanding rights associated with a share of common stock, the number of fractional shares of series A junior preferred stock issuable on exercise of a right and the exercise price of the rights are subject to adjustment in the event of a stock dividend on, or a subdivision, combination or reclassification of, the common stock. The exercise price of the rights and the number of fractional shares of series A junior preferred stock or other securities or property issuable on exercise of the rights also are subject to adjustment from time to time to prevent dilution in the event of some transactions affecting the series A junior preferred stock.

        Under some circumstances, Marathon's board of directors has the option to exchange one share of common stock for each exercisable right, subject to adjustment for any stock split, stock dividend or similar transaction occurring before the date of exchange.

        The rights will expire on October 9, 2009, unless Marathon's board of directors determines to extend that expiration date or to redeem or exchange the rights on some earlier date.

        Until a right is exercised, the holder thereof, as such, will have no rights to vote or receive dividends or any other rights as a stockholder.

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        The rights have anti-takeover effects. They will cause severe dilution to any person or group that attempts to acquire Marathon without the approval of its board of directors. As a result, the overall effect of the rights may be to render more difficult or discourage any attempt to acquire Marathon, even if the acquisition may be favorable to the interests of its stockholders. Because Marathon's board of directors can redeem the rights or approve a permitted offer, the rights should not interfere with a merger or other business combination that Marathon's board of directors approves.

Limitation on Directors' Liability

        Delaware law authorizes Delaware corporations to limit or eliminate the personal liability of their directors to them and their stockholders for monetary damages for breach of a director's fiduciary duty of care. The duty of care requires that, when acting on behalf of the corporation, directors must exercise an informed business judgment based on all material information reasonably available to them. Absent the limitations Delaware law authorizes, directors of Delaware corporations are accountable to those corporations and their stockholders for monetary damages for conduct constituting gross negligence in the exercise of their duty of care. Delaware law enables Delaware corporations to limit available relief to equitable remedies such as injunction or rescission. Marathon's restated certificate of incorporation limits the liability of the members of its board of directors by providing that no director will be personally liable to Marathon or its stockholders for monetary damages for any breach of the director's fiduciary duty as a director, except for liability:

•

for any breach of the director's duty of loyalty to Marathon or its stockholders;



•

for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;



•

for unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; and



•

for any transaction from which the director derived an improper personal benefit.

        This provision could have the effect of reducing the likelihood of derivative litigation against Marathon's directors and may discourage or deter Marathon's stockholders or management from bringing a lawsuit against Marathon's directors for breach of their duty of care, even though such an action, if successful, might otherwise have benefited Marathon and its stockholders. Marathon's by-laws provide indemnification to its officers and directors and other specified persons with respect to their conduct in various capacities.

Statutory Business Combination Provision

        As a Delaware corporation, Marathon is subject to Section 203 of the Delaware General Corporation Law. In general, Section 203 prevents an "interested stockholder," which is defined generally as a person owning 15% or more of a Delaware corporation's outstanding voting stock or any affiliate or associate of that person, from engaging in a broad range of "business combinations" with the corporation for three years following the date that person became an interested stockholder unless:

•

before that person became an interested stockholder, the board of directors of the corporation approved the transaction in which that person became an interested stockholder or approved the business combination;



•

on completion of the transaction that resulted in that person's becoming an interested stockholder, that person owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, other than stock held by (1) directors who are also officers of the corporation or (2) any employee stock plan that does not provide employees with the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

32

•

following the transaction in which that person became an interested stockholder, both the board of directors of the corporation and the holders of at least two-thirds of the outstanding voting stock of the corporation not owned by that person approve the business combination.

        Under Section 203, the restrictions described above also do not apply to specific business combinations proposed by an interested stockholder following the announcement or notification of designated extraordinary transactions involving the corporation and a person who had not been an interested stockholder during the previous three years or who became an interested stockholder with the approval of a majority of the corporation's directors, if a majority of the directors who were directors prior to any person's becoming an interested stockholder during the previous three years, or were recommended for election or elected to succeed those directors by a majority of those directors, approve or do not oppose that extraordinary transaction.

Other Matters

        Some of the provisions of Marathon's restated certificate of incorporation and by-laws discussed below may have the effect, either alone or in combination with the provisions of Marathon's restated certificate of incorporation that we have discussed above, the Marathon rights agreement and Section 203 of the Delaware General Corporation Law, of making more difficult or discouraging a tender offer, proxy contest, merger or other takeover attempt that Marathon's board of directors opposes but that a stockholder might consider to be in its best interest.

        Marathon's restated certificate of incorporation provides that its stockholders may act only at an annual or special meeting of stockholders and may not act by written consent. Marathon's by-laws provide that only its board of directors may call a special meeting of its stockholders.

        Marathon's restated certificate of incorporation provides for a classified board of directors. Marathon's board of directors is divided into three classes, with the directors of each class as nearly equal in number as possible. At each annual meeting of Marathon's stockholders, the term of a different class of Marathon's directors will expire. As a result, the stockholders will elect approximately one-third of Marathon's board of directors each year. Board classification could prevent a party who acquires control of a majority of Marathon's outstanding voting stock from obtaining control of its board of directors until the second annual stockholders' meeting following the date that party obtains that control.

        Marathon's restated certificate of incorporation provides that the number of directors will be fixed from time to time by, or in the manner provided in, its by-laws, but will not be less than three. It also provides that directors may be removed only for cause. This provision, along with provisions authorizing the board of directors to fill vacant directorships, will prevent stockholders from removing incumbent directors without cause and filling the resulting vacancies with their own nominees.

        Marathon's by-laws contain advance-notice and other procedural requirements that apply to stockholder nominations of persons for election to the board of directors at any annual meeting of stockholders and to stockholder proposals that stockholders take any other action at any annual meeting. A stockholder proposing to nominate a person for election to the board of directors or proposing that any other action be taken at an annual meeting of stockholders must give Marathon's corporate secretary written notice of the proposal not less than 45 days and not more than 75 days before the first anniversary of the date on which Marathon first mailed its proxy materials for the immediately preceding year's annual meeting of stockholders. These stockholder proposal deadlines are subject to exceptions if the pending annual meeting date is more than 30 days prior to or more than 30 days after the first anniversary of the immediately preceding year's annual meeting. Marathon's by-laws prescribe specific information that any such stockholder notice must contain. These advance-notice provisions may have the effect of precluding a contest for the election of directors or the consideration of stockholder proposals if the proper procedures are not followed, and of discouraging

33

or deterring a third party from conducting a solicitation of proxies to elect its own slate of directors or to approve its own proposal, without regard to whether consideration of those nominees or proposals might be harmful or beneficial to Marathon and its stockholders.

        Marathon's restated certificate of incorporation provides that its stockholders may adopt, amend and repeal its by-laws at any regular or special meeting of stockholders by an affirmative vote of at least two-thirds of the shares outstanding and entitled to vote on that action, provided the notice of intention to adopt, amend or repeal the by-laws has been included in the notice of that meeting.

Description of Warrants

        Marathon may issue warrants to purchase debt securities, common stock, preferred stock or other securities. Marathon may issue warrants independently or together with other securities. Warrants issued with other securities may be attached to or separate from those other securities. If Marathon issues warrants, it will do so under one or more warrant agreements between Marathon and a warrant agent that we will name in the prospectus supplement.

        If Marathon offers any warrants, we will file the forms of warrant certificate and warrant agreement with the SEC, and you should read those documents for provisions that may be important to you.

        The prospectus supplement relating to any warrants being offered will include specific terms relating to the offering. These terms will include some or all of the following:

•

the title of the warrants;



•

the aggregate number of warrants offered;



•

the designation, number and terms of the debt securities, common stock, preferred stock or other securities purchasable on exercise of the warrants, and procedures that may result in the adjustment of those numbers;



•

the exercise price of the warrants;



•

the dates or periods during which the warrants are exercisable;



•

the designation and terms of any securities with which the warrants are issued;



•

if the warrants are issued as a unit with another security, the date on and after which the warrants and the other security will be separately transferable;



•

if the exercise price is not payable in U.S. dollars, the foreign currency, currency unit or composite currency in which the exercise price is denominated;



•

any minimum or maximum amount of warrants that may be exercised at any one time;



•

any terms, procedures and limitations relating to the transferability, exchange or exercise of the warrants; and



•

any other terms of the warrants.

        Warrant certificates will be exchangeable for new warrant certificates of different denominations at the office indicated in the prospectus supplement. Prior to the exercise of their warrants, holders of warrants will not have any of the rights of holders of the securities subject to the warrants.

Modifications

        Marathon may amend the warrant agreements and the warrants without the consent of the holders of the warrants to cure any ambiguity, to cure, correct or supplement any defective or inconsistent

34

provision, or in any other manner that will not materially and adversely affect the interests of holders of outstanding warrants.

        Marathon may also modify or amend various other terms of the warrant agreements and the warrants with the consent of the holders of not less than a majority in number of the then outstanding unexercised warrants affected. Without the consent of the holders affected, however, no modification or amendment may:

•

shorten the period of time during which the warrants may be exercised; or



•

otherwise materially and adversely affect the exercise rights of the holders of the warrants.

Enforceability of Rights

        The warrant agent will act solely as Marathon's agent and will not assume any agency or trust obligation or relationship for or with any holder or beneficial owner of warrants. The warrant agent will not have any duty or responsibility if Marathon defaults under the warrant agreements or the warrant certificates. A warrant holder may, without the consent of the warrant agent, enforce by appropriate legal action on its own behalf the holder's right to exercise the holder's warrants.

Plan of Distribution

        We may sell the offered securities in and outside the United States (1) through underwriters or dealers, (2) directly to purchasers or (3) through agents. The prospectus supplement will set forth the following information:

•

the terms of the offering;



•

the names of any underwriters or agents;



•

the name or names of any managing underwriter or underwriters;



•

the purchase price of the securities from us;



•

the net proceeds we will receive from the sale of the securities;



•

the place and time of delivery of the securities;



•

any delayed delivery arrangements;



•

any underwriting discounts, commissions and other items constituting underwriters' compensation;



•

any initial public offering price;



•

any discounts or concessions allowed or reallowed or paid to dealers; and



•

any commissions paid to agents.

Sale Through Underwriters or Dealers

        If we use underwriters in the sale of the offered securities, the underwriters will acquire the securities for their own account. The underwriters may resell the securities from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. Underwriters may offer securities to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more firms acting as underwriters. Unless we inform you otherwise in the prospectus supplement, the obligations of the underwriters to purchase the securities will be subject to several conditions, and the underwriters will be obligated to purchase all the offered securities if they purchase any of them. The

35

underwriters may change from time to time any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers.

        If we use underwriters in the sale of the offered securities, rules of the SEC may limit the ability of the underwriters and certain selling group members to bid for and purchase our securities until the distribution of the offered securities is completed. As an exception to these rules, the underwriters are permitted to engage in certain transactions that stabilize, maintain or otherwise affect the price of the offered securities.

        In connection with an underwritten offering, the underwriters may make short sales of the offered securities and may purchase our securities on the open market to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of securities than they are required to purchase in the offering. "Covered" short sales are made in an amount not greater than the over-allotment option we may grant to the underwriters in connection with the offering. The underwriters may close out any covered short position by either exercising the over-allotment option or purchasing our securities in the open market. In determining the source of securities to close out the covered short position, the underwriters will consider, among other things, the price of securities available for purchase in the open market as compared to the price at which they may purchase securities through the over-allotment option. "Naked" short sales are sales in excess of the over-allotment option. The underwriters must close out any naked short position by purchasing our securities in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the securities in the open market after pricing that could adversely affect investors who purchase in the offering.

        The underwriters may also impose a penalty bid on certain selling group members. This means that if the underwriters purchase our securities in the open market to reduce the selling group members' short position or to stabilize the price of the securities, they may reclaim the amount of the selling concession from the selling group members who sold those securities as part of the offering.

        In general, purchases of a security for the purpose of stabilization or to reduce a short position could cause the price of the security to be higher than it might be in the absence of those purchases or those purchases could prevent or retard a decline in the price of the security. The imposition of a penalty bid might also have an effect on the price of a security to the extent that it were to discourage resales of the security.

        Neither we nor the underwriters will make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the offered securities. In addition, neither we nor the underwriters will make any representation that the underwriters will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.

        If we use dealers in the sale of securities, we will sell the securities to them as principals. They may then resell those securities to the public at varying prices determined by the dealers at the time of resale. We will include in the prospectus supplement the names of the dealers and the terms of the transaction.

36

Direct Sales and Sales Through Agents

        We may sell the securities directly. In that event, no underwriters or agents would be involved. We may also sell the securities through agents we designate from time to time. In the prospectus supplement, we will name any agent involved in the offer or sale of the offered securities, and we will describe any commissions payable by us to the agent. Unless we inform you otherwise in the prospectus supplement, any agent will agree to use its reasonable best efforts to solicit purchases for the period of its appointment.

        We may sell the securities directly to institutional investors or others who may be deemed to be underwriters within the meaning of the Securities Act of 1933 with respect to any sale of those securities. We will describe the terms of any such sales in the prospectus supplement.

Delayed Delivery Contracts

        If we so indicate in the prospectus supplement, we may authorize agents, underwriters or dealers to solicit offers from various types of institutions to purchase securities from us at the public offering price under delayed delivery contracts. These contracts would provide for payment and delivery on a specified date in the future. The contracts would be subject only to those conditions the prospectus supplement describes. The prospectus supplement will describe the commission payable for solicitation of those contracts.

General Information

        We may have agreements with the agents, dealers and underwriters to indemnify them against civil liabilities, including liabilities under the Securities Act of 1933, or to contribute with respect to payments that the agents, dealers or underwriters may be required to make. Agents, dealers and underwriters may be customers of, engage in transactions with or perform services for us in the ordinary course of their businesses.

Legal Matters

        Baker Botts L.L.P., Houston, Texas, our outside counsel, will issue an opinion about the legality of any securities we offer through this prospectus. Any underwriters will be advised about issues relating to any offering by their own legal counsel.

Experts

        The financial statements and the financial statement schedule incorporated in this prospectus by reference to the Annual Report on Form 10-K of Marathon Oil Corporation for the year ended December 31, 2001 have been so incorporated in reliance on the reports of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.

Where You Can Find More Information

        Marathon files annual, quarterly and current reports, proxy statements and other information with the SEC. You can read and copy any materials filed by Marathon, including materials it filed under its former name, USX Corporation, with the SEC at the SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. You can obtain information about the operation of the SEC's public reference room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a Web site that contains information Marathon files electronically with the SEC, which you can access over the Internet at http://www.sec.gov. You can also obtain information about Marathon at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.

37

        This prospectus is part of a registration statement Marathon has filed with the SEC relating to the securities. This prospectus does not contain all the information the registration statement sets forth or includes in its exhibits and schedules, in accordance with the rules and regulations of the SEC, and we refer you to that omitted information. The statements this prospectus makes pertaining to the content of any contract, agreement or other document that is an exhibit to the registration statement necessarily are summaries of their material provisions, and we qualify them in their entirety by reference to those exhibits for complete statements of their provisions. The registration statement and its exhibits and schedules are available at the SEC's public reference room or through its Web site.

        The SEC allows us to "incorporate by reference" the information Marathon files with it, which means we can disclose important information to you by referring you to those documents. The information we incorporate by reference is an important part of this prospectus, and later information that Marathon files with the SEC will automatically update and supersede that information. We incorporate by reference the documents listed below, and any future filings Marathon makes with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until all the offered securities are sold or after the date on which the registration statement that includes this prospectus was initially filed with the SEC and before the effectiveness of such registration statement:

•

our annual report on Form 10-K for the year ended December 31, 2001;



•

our quarterly reports on Form 10-Q for the quarters ended March 31, 2002 and June 30, 2002;



•

our current reports on Form 8-K filed January 3, 2002 (as amended by a Form 8-K/A filed on January 16, 2002), February 27, 2002, March 4, 2002, May 29, 2002 and June 21, 2002;



•

the description of the common stock included in our Form 8 amendment to the registration statement on Form 8-B filed with the SEC on April 11, 1991; and



•

the description of the rights to purchase preferred stock included in our registration statement on Form 8-A filed with the SEC on September 28, 1999, as amended.

        We will provide without charge to each person, including any beneficial owner, to whom a copy of this prospectus has been delivered, upon written or oral request, a copy of any or all the documents we incorporate by reference in this prospectus, other than any exhibit to any of those documents, unless we have specifically incorporated that exhibit by reference into the information this prospectus incorporates. You may request copies by writing or telephoning Marathon at the following address:

Marathon Oil Corporation
5555 San Felipe Road
Houston, Texas 77056-2723
Attention: Corporate Secretary
Telephone: (713) 629-6600

You should rely only on the information we have provided or incorporated by reference in this prospectus or any prospectus supplement or pricing supplement. We have not authorized any person (including any salesman or broker) to provide information other than that which this prospectus or any prospectus supplement or pricing supplement provides. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the information in this prospectus or any prospectus supplement is accurate as of any date other than the date on its cover page or that any information in any document we have incorporated by reference is accurate as of any date other than the date of the document incorporated by reference. Accordingly, we urge you to review each document we subsequently file with the SEC and incorporate by reference as described above for updated information.

38

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, dated September 6, 2002

Prospectus

$2,735,719,300
Senior Debt Securities
Subordinated Debt Securities
Junior Subordinated Debt Securities
Common Stock
Stock Purchase Contracts
Stock Purchase Units

Marathon Financing Trust I
Marathon Financing Trust II
Trust preferred securities fully and unconditionally guaranteed, as described herein by
Marathon Oil Corporation
5555 San Felipe Road, Houston, Texas 77056-2723, (713) 629-6600

The Trusts

        Marathon Oil Corporation formed Marathon Financing Trust I and Marathon Financing Trust II for the purpose of issuing trust preferred securities.

The Offering

Trust preferred securities

        The trusts may offer from time to time trust preferred securities representing undivided beneficial interests in the assets of the issuing trust. The trusts will use the proceeds from the sale of their trust preferred securities to purchase Marathon's debt securities.

Debt Securities

        Marathon may offer from time to time its debt securities to the trusts. The debt securities may be distributed to holders of the trust preferred securities if and when a trust is dissolved. The debt securities may be convertible into shares of Marathon's common stock. The debt securities will be unsecured. We will indicate the type of debt securities to be issued in a prospectus supplement.

Guarantees

        Marathon will guarantee the trusts' payment obligations on the trust preferred securities as described in this prospectus and the prospectus supplement. We will provide the specific terms of the guarantees in a prospectus supplement.

Stock Purchase Contracts

        Marathon may issue stock purchase contracts obligating holders to purchase from Marathon a specified number of shares of common stock in the future. The stock purchase contracts may be issued separately or as a part of stock purchase units consisting of a stock purchase contract and debt securities, trust preferred securities or debt obligations of third parties, including U.S. treasury securities, securing the holders' obligations to purchase common stock under the stock purchase contracts. We will provide the specific terms of the stock purchase contracts and stock purchase units in a prospectus supplement.

        Marathon's common stock is listed on the New York Stock Exchange, the Pacific Stock Exchange and the Chicago Stock Exchange under the symbol "MRO."

Consider carefully the Risk Factors beginning on page 6.
We will provide additional terms of our securities in one or more supplements to this prospectus. You should read this prospectus and the related prospectus supplement carefully before you invest in our securities. No person may use this prospectus to offer and sell our securities unless a prospectus supplement accompanies this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is                        , 2002.

Table of Contents

2

About This Prospectus

        This prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission under a "shelf" registration process. The registration statement also includes a prospectus under which Marathon may offer from time to time its senior debt securities, subordinated debt securities, shares of common stock or preferred stock, warrants, stock purchase contracts and stock purchase units. Under the shelf process, we may offer any combination of the securities this prospectus describes in one or more offerings with a total initial offering price of up to $2,735,719,300. This prospectus provides you with a general description of the trust preferred securities, the debt securities to be issued by Marathon, the Marathon common stock into which the debt securities may be convertible or which may be issued pursuant to Marathon's stock purchase contracts, Marathon's guarantees, Marathon's stock purchase contracts and Marathon's stock purchase units. Each time we use this prospectus to offer securities, we will provide a prospectus supplement and, if applicable, a pricing supplement. The prospectus supplement and any pricing supplement will describe the specific terms of that offering. The prospectus supplement and any pricing supplement may also add to, update or change the information this prospectus contains. Please carefully read this prospectus, the prospectus supplement and any pricing supplement, in addition to the information contained in the documents we refer to under the heading "Where You Can Find More Information."

        We have not included separate financial statements of the trusts in this prospectus. We do not consider that these financial statements are material to holders of the trust preferred securities because:

•

each trust is a newly created special purpose entity;



•

neither trust has any operating history or independent operations; and



•

neither trust is engaged in, nor will it engage in, any activity other than issuing trust preferred and trust common securities, investing in, holding and disposing of Marathon's debt securities in accordance with its declaration of trust and engaging in related activities.

        Furthermore, the combination of Marathon's obligations under the debt securities, the associated indentures, the declarations of trust and the guarantees provide a full, irrevocable and unconditional guarantee of payments of distributions and other amounts due on the trust preferred securities. In addition, we do not expect that the trusts will file reports with the SEC under the Securities Exchange Act of 1934.

3

Summary Information—Q&A

This summary provides a brief overview of the key aspects of the trusts, the trust preferred securities, the stock purchase contracts and the stock purchase units. The term "trust" refers to the Marathon Financing Trust for the specific transaction. This summary does not contain all information that is important to you. We encourage you to read carefully this prospectus and the prospectus supplement to understand fully the terms of the securities that are important to you in making a decision about whether to invest.

What are the trust preferred securities?

        Each trust preferred security represents an undivided beneficial interest in the assets of a trust. Each trust preferred security will entitle the holder to receive distributions as described in this prospectus and the prospectus supplement.

Who are the trusts?

        Each of Marathon Financing Trust I and Marathon Financing Trust II is a Delaware statutory trust. The principal office of each trust is 5555 San Felipe Road, Houston, Texas 77056-2723 and the telephone number is (713) 629-6600.

        Marathon will own all common securities of each trust. Each trust will use the proceeds from the sale of the trust preferred securities and the trust common securities to purchase a series of Marathon's debt securities with substantially the same financial terms as the trust preferred securities. The debt securities may be junior subordinated debt securities, subordinated debt securities or senior debt securities. We will specify the type of debt security in the prospectus supplement. The trusts exist only to issue the trust preferred and trust common securities, invest in, hold and dispose of Marathon's debt securities in accordance with its declaration of trust and engage in related activities.

        There will be five trustees of each trust. Three of them, referred to as regular trustees, will be officers or employees of Marathon. The Bank of New York will act as the property trustee of each trust, and The Bank of New York (Delaware) will act as the Delaware trustee of each trust.

        We will provide in the prospectus supplement additional information about the issuing trust.

When will you receive distributions on the trust preferred securities?

        The only source of cash to make payments on the trust preferred securities issuable by each trust will be payments on the debt securities it purchases from Marathon.

        If you purchase trust preferred securities, you are entitled to receive cash distributions at the rate specified in the prospectus supplement. Unless we inform you otherwise in the prospectus supplement, distributions will accumulate from the date the trust issues the trust preferred securities and will be paid in arrears on the dates we specify in the prospectus supplement. We may, however, defer distributions as described below.

When will payment of your distributions be deferred?

        If Marathon defers interest payments on the debt securities held by a trust, the trust will defer distributions on the related trust preferred securities. We will describe in the prospectus supplement any rights to defer distributions on the trust preferred securities by extending the interest payment period on the debt securities.

        During any deferral period, except as described on page 27, Marathon will not be permitted to:

•

declare or pay a dividend on its shares of capital stock;



•

except in limited circumstances, redeem, purchase, acquire or make a distribution or liquidation payment on any of its shares of capital stock;



•

make a payment on or repay, repurchase or redeem any debt that ranks equally with or junior to the debt securities; or

4

•

make a guarantee payment on any guarantee by Marathon of the debt of any of its subsidiaries if that guarantee ranks equally with or junior to the debt securities.

What are Marathon's guarantees of the trust preferred securities?

        Under the trust preferred securities guarantees, to the extent provided herein, Marathon will irrevocably and unconditionally guarantee that if it makes a payment on the debt securities to the relevant trust but, for any reason, the trust does not make the corresponding distribution or redemption payment to the holders of the related trust preferred securities, then Marathon will make the payments directly to the holders of the trust preferred securities.

        The following obligations of Marathon taken together will provide a full and unconditional guarantee of payments due on the trust preferred securities:

•

its obligations to make payments on the debt securities; and



•

its obligations under the trust preferred securities guarantees and its obligations under the amended and restated declaration of trust, which establishes the terms of the trust.

We will provide the specific terms of the guarantees in a prospectus supplement.

When could the debt securities be distributed to you?

        Unless we inform you otherwise in the prospectus supplement, the holder of the trust common securities has the right to dissolve the trust at any time. If the trust is dissolved, after satisfaction of the trust's creditors, the trust may distribute debt securities on a proportionate basis to the holders of trust preferred and trust common securities.

Will the trust preferred securities be listed on a stock exchange?

        If specified in the prospectus supplement, we will apply to list the trust preferred securities on the stock exchange specified.

Will holders of the trust preferred securities have any voting rights?

        Generally, the holders of the trust preferred securities will not have any voting rights.

What are the stock purchase contracts?

        The stock purchase contracts are contracts obligating holders to purchase from Marathon, and Marathon to sell to the holders, a specified number of shares of Marathon's common stock at a future date or dates. The price per share of common stock and the number of shares of common stock may be fixed at the time the stock purchase contracts are issued or may be determined by reference to a specific formula set forth in the stock purchase contracts.

What are the stock purchase units?

        Each stock purchase unit consists of a stock purchase contract and debt securities, trust preferred securities or debt obligations of third parties, including U.S. treasury securities, which secure the holders' obligations to purchase the common stock under the stock purchase contract.

5

The Company

        Marathon Oil Corporation, a Delaware corporation ("Marathon"), is a fully integrated oil and gas company. Marathon is engaged in:

•

worldwide exploration and production of crude oil and natural gas;



•

domestic refining, marketing and transportation of petroleum products primarily through its 62% owned subsidiary, Marathon Ashland Petroleum LLC ("MAP"); and



•

other energy related businesses.

        On December 31, 2001, in a transaction we refer to as the "Separation," we separated our businesses into two companies and changed our name from USX Corporation to Marathon Oil Corporation. As a result of the Separation, United States Steel Corporation ("United States Steel") now conducts the business of our former U.S. Steel Group as a separate, publicly owned corporation. Marathon and its subsidiaries are continuing the business of the Marathon Group. See "The Separation."

        In this prospectus, we refer to Marathon, its wholly owned and majority owned subsidiaries and its ownership interest in equity affiliates as "we" or "us," unless we specifically state otherwise or the context indicates otherwise. Our principal executive offices are located at 5555 San Felipe Road, Houston, Texas 77056-2723, and our telephone number at that location is (713) 629-6600.

Risk Factors

You should carefully consider the following matters, in addition to the other information we have provided in this prospectus, the accompanying prospectus supplement and the documents we incorporate by reference, before reaching a decision regarding an investment in our securities.

Risks Related to the Separation

United States Steel has various financial and other obligations which its failure to perform could materially adversely affect us.

        In connection with the Separation, United States Steel agreed to hold us harmless from and against various liabilities, including (amounts as of June 30, 2002):

•

$470 million of industrial revenue bonds related to environmental improvement projects for current and former United States Steel facilities, with maturities ranging from 2009 through 2033 (accrued interest payable on those bonds was $6 million at June 30, 2002);



•

$84 million of sale-leaseback financing under a lease for equipment at United States Steel's Fairfield Works, with a term extending to 2012, subject to extensions (accrued interest payable on that financing was $5 million at June 30, 2002);



•

$104 million of operating lease obligations, of which $89 million was in turn assumed by purchasers of major equipment used in plants and operations divested by United States Steel;



•

a guarantee of United States Steel's $22 million contingent obligation to repay certain distributions from its 50% owned joint venture PRO-TEC Coating Company;



•

a guarantee of all obligations of United States Steel as general partner of Clairton 1314B Partnership, L.P. to the limited partners. United States Steel has no unpaid outstanding obligations to those limited partners; and



•

any federal income tax liabilities that arise from the Separation through a fault of United States Steel.

6

See "—Financial Matters Agreement" and "—Tax Sharing Agreement" under "Relationship Between Marathon and United States Steel After the Separation." If United States Steel fails to perform these agreements, our claims against it would constitute general unsecured claims subordinate to the claims of secured creditors and that failure could materially adversely affect us.

        In addition, we could be contingently liable for other obligations associated with the business of United States Steel, as more fully described under "Relationship Between Marathon and United States Steel After the Separation—Financial Matters Agreement."

        As a stand-alone company, United States Steel will need to fund any of its negative operating cash flow from external sources, and adequate sources may be unavailable or the cost of that funding may adversely impact United States Steel. United States Steel is more highly leveraged than we are, has a noninvestment grade credit rating and has granted security interests in some of its assets, including its accounts receivable and inventory. The steel business is highly competitive, and a large number of industry participants have sought protection under bankruptcy laws in recent periods.

        The enforceability of our claims against United States Steel could become subject to the effect of any bankruptcy, fraudulent conveyance or transfer or other law affecting creditors' rights generally, or of general principles of equity, which might become applicable to those claims or other claims arising from the facts and circumstances in which the Separation was effected. Under fraudulent conveyance or transfer laws, for example, unsecured obligations of a debtor which a court finds the debtor to have incurred while insolvent or undercapitalized could be subordinated in right of payment to other unsecured claims against the debtor.

        Under applicable law and regulations, we also may be liable for any defaults by United States Steel in the performance of its obligations to pay federal income taxes, fund its ERISA pension plans and pay other obligations respecting periods prior to the effective date of the Separation.

The transfer by our former parent entity to us of ownership of the businesses representing the Marathon Group could be attacked under fraudulent conveyance or transfer laws by or on behalf of creditors of United States Steel, and any such attack, if successful, could materially adversely affect us and the value of our securities.

        In July 2001, USX Corporation ("Old USX") effected a reorganization of the ownership of its businesses in which:

•

it created Marathon as its publicly owned parent holding company and transferred ownership of the businesses representing the Marathon Group to Marathon; and



•

it merged into a newly formed subsidiary which survives as United States Steel.

Prior to this reorganization, the assets of Old USX available to satisfy its then existing and future creditors included its ownership interest in the businesses representing the Marathon Group.

        If a court in a bankruptcy case respecting United States Steel or a lawsuit brought by its creditors or their representative were to find that, under the applicable state fraudulent conveyance or transfer law or corresponding provisions of the federal bankruptcy code:

•

the transfer by Old USX to us of ownership of the businesses representing the Marathon Group or related transactions were undertaken by Old USX with the intent of hindering, delaying or defrauding its existing or future creditors; or



•

Old USX received less than reasonably equivalent value or fair consideration, or no value or consideration, in connection with those transactions, and either it or United States Steel



•

was insolvent or rendered insolvent by reason of those transactions,

7

•

was engaged or about to engage in a business or transaction for which its assets constituted unreasonably small capital, or



•

intended to incur, or believed that it would incur, debts beyond its ability to pay as they mature,

then that court could determine those transactions entitled one or more classes of creditors of United States Steel to equitable relief from us. Such a determination could permit the unpaid creditors to obtain recovery from us or could result in other actions detrimental to the holders of our debt and equity securities. The measure of insolvency for purposes of these considerations would vary depending on the law of the jurisdiction being applied. Generally, however, an entity would be considered insolvent if either:

•

the sum of its debts and liabilities, including contingent liabilities, was greater than the value of its assets, at a fair valuation; or



•

the fair saleable value of its assets was less than the amount required to pay the probable liability on its total existing debts and liabilities, including contingent liabilities, as they become absolute and matured.

The Separation may become taxable under section 355(e) of the Internal Revenue Code if capital stock representing a 50% or greater interest in either Marathon or United States Steel is acquired as part of a plan that includes the Separation.

        The Separation may become taxable to Marathon under section 355(e) of the Internal Revenue Code of 1986 if capital stock representing a 50% or greater interest in either Marathon or United States Steel is acquired, directly or indirectly, as part of a plan or series of related transactions that include the Separation. For this purpose, a "50% or greater interest" means capital stock possessing at least 50% of the total combined voting power of all classes of stock entitled to vote or at least 50% of the total value of shares of all classes of capital stock. If section 355(e) applies, the amount of the tax could be material. If an acquisition occurs that results in the Separation being taxable under section 355(e), the tax sharing agreement described below under "Relationship Between Marathon and United States Steel After the Separation—Tax Sharing Agreement" provides that the resulting corporate tax liability will be borne by the party involved in that acquisition transaction.

Risks Related to Our Business

A substantial or extended decline in oil or gas prices would have a material adverse effect on us.

        Prices for oil and gas fluctuate widely. Our revenues, operating results and future rate of growth are highly dependent on the prices we receive for our oil, gas and refined products. Historically, the markets for oil, gas and refined products have been volatile and may continue to be volatile in the future. Many of the factors influencing prices of oil, gas and refined products are beyond our control. These factors include:

•

worldwide and domestic supplies of oil and gas;



•

weather conditions;



•

the ability of the members of OPEC to agree to and maintain oil price and production controls;



•

political instability or armed conflict in oil-producing regions;



•

the price and level of foreign imports;



•

the level of consumer demand;



•

the price and availability of alternative fuels;

8

•

the availability of pipeline capacity; and



•

domestic and foreign governmental regulations and taxes.

        The long-term effects of these and other conditions on the prices of oil and gas are uncertain.

        Lower oil and gas prices may reduce the amount of oil and gas that we produce, which may adversely affect our revenues and operating income. Significant reductions in oil and gas prices may require us to reduce our capital expenditures.

        Terrorists' attacks on the United States may directly and indirectly negatively affect our operating results. The national and global responses to terrorists' attacks, including military, diplomatic and financial responses and any possible reprisals as a consequence of unilateral U.S. actions and/or allied actions, may materially adversely affect us in ways we cannot predict at this time.

Our oil and gas reserve data and future net revenue estimates are uncertain.

        Estimates of reserves by necessity are projections based on engineering data, the projection of future rates of production and the timing of future expenditures. We base the estimates of our proved oil and gas reserves and projected future net revenues on reserve reports we prepare. The process of estimating oil and gas reserves requires substantial judgment on the part of the petroleum engineers, resulting in imprecise determinations, particularly with respect to new discoveries. Different reserve engineers may make different estimates of reserve quantities and revenues attributable to those reserves based on the same data. Future performance that deviates significantly from the reserve reports could have a material adverse effect on our business and prospects.

        Fluctuations in the price of oil and natural gas have the effect of significantly altering reserve estimates, because the economic projections inherent in the estimates may reduce or increase the quantities of commercially recoverable reserves. We may not realize the prices our reserve estimates reflect or produce the estimated volumes during the periods those estimates reflect. Actual future production, oil and natural gas prices, revenues, taxes, development expenditures, operating expenses and quantities of recoverable oil and natural gas reserves most likely will vary from our estimates.

        Any downward revision in our estimated quantities of reserves could have adverse consequences on our financial results, such as decreasing earnings, which may result in noncash losses and impairment charges.

If we fail to acquire or find additional reserves, our reserves and production will decline materially from their current levels.

        The rate of production from oil and gas properties generally declines as reserves are depleted. Except to the extent we acquire additional properties containing proved reserves, conduct successful exploration and development activities or, through engineering studies, identify additional behind-pipe zones or secondary recovery reserves, our proved reserves will decline materially as oil and gas is produced. Future oil and gas production is, therefore, highly dependent on our level of success in acquiring or finding additional reserves. Because we are smaller than many of our competitors, we have fewer reserves and will be at an even greater disadvantage in relation to our competitors if we fail to acquire or find additional reserves.

Increases in crude oil prices and environmental regulations may adversely affect our refined product margins.

        We conduct domestic refining, marketing and transportation operations primarily through MAP. MAP conducts its operations mainly in the Midwest, the Southeast, the Ohio River Valley and the upper Great Plains. The profitability of these operations depends largely on the margin between the

9

cost of crude oil and other feedstocks MAP refines and the selling prices it obtains for refined products. MAP's overall profitability could be adversely affected by availability of supply and rising crude oil and other feedstock prices which it does not recover in the marketplace. Refined product margins have been historically volatile and vary with the level of economic activity in the various marketing areas, the regulatory climate, logistical capabilities and the available supply of refined products.

        In addition, environmental regulations, particularly the 1990 Amendments to the Clean Air Act, have imposed, and are expected to continue to impose, increasingly stringent and costly requirements on refining and marketing operations, which may have an adverse effect on margins.

The oil and gas exploration and production industry is very competitive, and many of our exploration and production competitors have greater financial and other resources than we do.

        Strong competition exists in all sectors of the oil and gas exploration and production industry and, in particular, in the exploration and development of new reserves. We compete with major integrated and independent oil and gas companies for the acquisition of oil and gas leases and other properties, for the equipment and labor required to develop and operate those properties and in the marketing of oil and natural gas to end-users. Many of our competitors have financial and other resources substantially greater than those available to us. As a consequence, we may be at a competitive disadvantage in bidding for drilling rights. In addition, many of our larger competitors may be better able to respond to factors that affect the demand for oil and natural gas production, such as changes in worldwide prices and levels of production, the cost and availability of alternative fuels and the application of government regulations. We also compete in attracting and retaining personnel, including geologists, geophysicists and other specialists. We may not be able to attract or retain technical personnel in the future.

Environmental compliance and remediation could result in increased capital requirements and operating costs.

        Our businesses are subject to numerous laws and regulations relating to the protection of the environment. We have incurred and will continue to incur substantial capital, operating and maintenance, and remediation expenditures as a result of these laws and regulations. Our compliance with amended, new or more stringent requirements, stricter interpretations of existing requirements or the future discovery of contamination may require us to make material expenditures or subject us to liabilities that we currently do not anticipate. In addition, any failure by us to comply with existing or future laws could result in civil or criminal fines and other enforcement action against us.

        Our operations and those of our predecessors could expose us to civil claims by third parties for alleged liability resulting from contamination of the environment or personal injuries caused by releases of hazardous substances. For example:

•

we are investigating or remediating contamination at several formerly and currently owned sites; and



•

we have been identified as a potentially responsible party at several Superfund sites where we or our predecessors are alleged to have disposed of wastes in the past.

        Environmental laws are subject to frequent change and many of them have become more stringent. In some cases, they can impose liability for the entire cost of cleanup on any responsible party without regard to negligence or fault and impose liability on us for the conduct of others or conditions others have caused, or for our acts that complied with all applicable requirements when we performed them.

        Of particular significance to MAP are the new Tier II Fuels regulations issued by the U.S. Environmental Protection Agency. These rules require substantially reduced sulfur levels in the

10

manufacture of gasoline and diesel fuel. We estimate that MAP's combined capital cost to achieve compliance with these rules could amount to approximately $700 million between 2002 and 2006. This is only a preliminary estimate because of the ongoing evolution of regulatory requirements. Some factors that could potentially affect MAP's gasoline and diesel fuel compliance costs include obtaining the necessary construction and environmental permits, operating considerations and unforeseen hazards, such as weather conditions. To the extent these expenditures are not ultimately reflected in the prices of our products and services, our operating results will be adversely affected.

        In connection with government inspections at some of our refineries, we have received a number of notices of violations of environmental laws from the U.S. Environmental Protection Agency and state environmental agencies. In some cases, we have entered into consent decrees or orders that require us to pay fines or install pollution controls to settle our alleged liability. For example, MAP agreed to settle alleged violations of several environmental laws, including New Source Review regulations under the Federal Clean Air Act, with a global consent decree signed on May 11, 2001. The agreement requires MAP to install environmental control equipment which we expect to require approximately $300 million in capital expenditures over an eight-year period, pay a $3.8 million fine and perform supplemental environmental projects which we expect to cost approximately $8 million. These supplemental environmental projects are being undertaken as part of a settlement of this enforcement action for the alleged Clean Air Act violations.

Our reliance on our foreign production of oil and gas exposes us to risks from abroad, which could negatively affect our results of operations.

        Our production of oil and gas outside of the United States accounted for 40%, 36%, 39% and 36%, respectively, of our total production volume in the six months ended June 30, 2002 and the years 2001, 2000 and 1999. Development of new production properties in countries outside the United States may require protracted negotiations with host governments, national oil companies and third parties and is frequently subject to economic and political considerations, such as taxation, nationalization, inflation, currency fluctuations, increased regulation and approval requirements and governmental regulation, which could adversely affect the economics of projects.

Our operations are subject to business interruptions and casualty losses, and we do not insure against all potential losses and could be seriously harmed by unexpected liabilities.

        Our exploration and production operations are subject to unplanned occurrences, including blowouts, explosions, fires, loss of well control, spills, adverse weather, labor disputes and maritime accidents. In addition, our refining, marketing and transportation operations are subject to business interruptions due to scheduled refinery turnarounds and unplanned events such as explosions, fires, pipeline interruptions, crude oil or refined product spills, inclement weather or labor disputes. They are also subject to the additional hazards of marine operations, such as capsizing, collision and damage or loss from severe weather conditions. We maintain insurance against many, but not all, potential losses or liabilities arising from these operating hazards in amounts that we believe to be prudent. Uninsured losses and liabilities arising from operating hazards could reduce the funds available to us for exploration, drilling and production and could have a material adverse effect on our financial position or results of operations.

As a holding company with no operations of its own, Marathon will depend on distributions from its subsidiaries to make payments on any debt securities it offers under this prospectus, and provisions of applicable law or contractual restrictions could limit the amount of those distributions.

        Marathon derives substantially all its operating income from, and holds substantially all its assets through, its subsidiaries. As a result, Marathon will depend on distributions of cash flow and earnings of its subsidiaries in order to meet its payment obligations under any debt securities it offers under this

11

prospectus and its other obligations. Marathon's operating subsidiaries are separate and distinct legal entities and will have no obligation to pay any amounts due on Marathon's debt securities or to provide Marathon with funds for its payment obligations, whether by dividends, distributions, loans or otherwise. In addition, provisions of applicable law, such as those limiting the legal sources of dividends, could limit their ability to make payments or other distributions to Marathon, and they could agree to contractual restrictions on their ability to make distributions.

        Marathon's right to receive any assets of any subsidiary, and therefore the right of the holders of Marathon's debt securities to participate in those assets, will be effectively subordinated to the claims of that subsidiary's creditors, including trade creditors. In addition, even if Marathon is a creditor of any subsidiary, Marathon's rights as a creditor would be subordinate to any security interest in the assets of that subsidiary and any indebtedness of that subsidiary senior to that held by Marathon.

Marathon may issue preferred stock whose terms could adversely affect the voting power or value of its common stock.

        Marathon's restated certificate of incorporation authorizes it to issue, without the approval of its stockholders, one or more classes or series of preferred stock having such preferences, powers and relative, participating, optional and other rights, including preferences over its common stock respecting dividends and distributions, as its board of directors generally may determine. The terms of one or more classes or series of preferred stock could adversely impact the voting power or value of Marathon's common stock. For example, Marathon might grant holders of preferred stock the right to elect some number of its directors in all events or on the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences Marathon might assign to holders of preferred stock could affect the residual value of the common stock. See "Description of Capital Stock—Preferred Stock."

Provisions in Marathon's corporate documents and Delaware law could delay or prevent a change in control of Marathon, even if that change would be beneficial to its stockholders.

        The existence of some provisions in Marathon's corporate documents and Delaware law could delay or prevent a change in control of Marathon, even if that change would be beneficial to its stockholders. Marathon's restated certificate of incorporation and by-laws contain provisions that may make acquiring control of Marathon difficult, including:

•

provisions relating to the classification, nomination and removal of its directors;



•

a provision prohibiting stockholder action by written consent;



•

a provision that allows only its board of directors to call a special meeting of its stockholders;



•

provisions regulating the ability of its stockholders to bring matters for action at annual meetings of its stockholders; and



•

the authorization given to its board of directors to issue and set the terms of preferred stock.

        In addition, Marathon has also adopted a stockholder rights plan, which would cause extreme dilution to any person or group who attempts to acquire a significant interest in Marathon without advance approval of its board of directors, while a provision of the Delaware General Corporation Law would impose some restrictions on mergers and other business combinations between Marathon and any holder of 15% or more of its outstanding common stock. See "Description of Capital Stock."

Forward-Looking Statements

        This prospectus and the accompanying prospectus supplement, including the information we incorporate by reference, include forward-looking statements within the meaning of Section 27A of the

12

Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. You can identify our forward-looking statements by words such as "estimate," "project," "predict," "believe," "expect," "anticipate," "plan," "forecast," "budget," "goal" or other words that convey the uncertainty of future events or outcomes. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements contained in this prospectus, any prospectus supplement and the documents we have incorporated by reference.

        The forward-looking statements are not guarantees of future performance, and we caution you not to rely unduly on them. We have based many of these forward-looking statements on expectations and assumptions about future events that may prove to be inaccurate. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks, contingencies and uncertainties relate to, among other matters, the following:

•

our financial exposure for obligations of United States Steel;



•

fluctuations in crude oil and natural gas prices and refining and marketing margins;



•

potential failure or delays in achieving expected reserve or production levels from existing and future oil and gas development projects due to operating hazards, drilling risks and the inherent uncertainties in predicting oil and gas reserves and oil and gas reservoir performance;



•

drilling rig availability;



•

unexpected geological or other conditions or events encountered in drilling operations;



•

unsuccessful exploratory drilling activities;



•

unexpected difficulties in refining, marketing or transporting petroleum products;



•

potential disruption or interruption of our production facilities and our refining, marketing and transportation operations due to accidents, acts of terrorism or political events;



•

our ability to achieve the benefits we expect to achieve from the Separation;



•

the highly competitive nature of our businesses;



•

international monetary conditions and exchange controls;



•

changes in, and our ability to comply with government regulations, including those relating to the environment;



•

liability for remedial actions under environmental regulations;



•

changes in tax laws applicable to us; and



•

general domestic and international economic and political conditions.

We have discussed some of these factors in more detail in the "Risk Factors" section of this prospectus. These factors are not necessarily all the important factors that could affect us. We advise you that you should (1) be aware that important factors we do not refer to above could affect the accuracy of our forward-looking statements and (2) use caution and common sense when considering our forward-looking statements. We do not intend to update these statements unless the securities laws require us to do so.

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The Separation

General

        Marathon was originally organized in 2001 as USX HoldCo, Inc. ("USX HoldCo") to become a holding company for the two principal businesses of our former parent company, Old USX:

•

the production, sale and transportation of steel mill products, coke, taconite pellets and coal, and other steel-related businesses comprising the U.S. Steel Group; and



•

the oil and gas exploration and production, domestic refining, marketing and transportation of crude oil and petroleum products and other energy businesses conducted by Marathon Oil Company, an Ohio corporation, and other subsidiaries comprising the Marathon Group.

In a series of transactions (the "Holding Company Reorganization") Old USX completed on July 2, 2001:

•

USX HoldCo became the holding company for Marathon Oil Company and United States Steel LLC;



•

Old USX was merged with and into United States Steel LLC;



•

USX HoldCo assumed a substantial part of the outstanding indebtedness, obligations under various capital and operating leases and guarantee obligations and other contingent liabilities of Old USX; and



•

USX HoldCo changed its name to USX Corporation.

        On December 31, 2001, pursuant to an Agreement and Plan of Reorganization dated as of July 31, 2001 (the "Reorganization Agreement") Marathon completed the Separation transaction, in which:

•

United States Steel LLC converted into a Delaware corporation named United States Steel Corporation and became a separate, publicly traded company; and



•

USX HoldCo, then known as USX Corporation, changed its name to Marathon Oil Corporation.

Marathon and its subsidiaries are continuing the energy business that comprised the Marathon Group of Old USX.

Assumption of Indebtedness and Other Obligations by United States Steel

        Prior to the Separation, Old USX, and then Marathon, managed most of its financial activities on a centralized, consolidated basis and, in its financial statements, attributed amounts that related primarily to the following items to the Marathon Group and the U.S. Steel Group on the basis of their cash flows for the applicable periods and the initial capital structure for each group:

•

invested cash;



•

short-term and long-term debt, including convertible debt, and related net interest and other financing costs; and



•

preferred stock and related dividends.

The following items, however, were specifically attributed to and reflected in their entirety in the financial statements of the group to which they related:

•

leases;



•

collateralized financings;

14

•

indexed debt instruments;



•

financial activities of consolidated entities that were not wholly owned subsidiaries; and



•

transactions that related to securities convertible solely into common stock that tracked the performance of the Marathon Group or the U.S. Steel Group.

These attributions were for accounting purposes only and did not reflect the legal ownership of cash or the legal obligations to pay and discharge debt or other obligations.

        In connection with the Separation:

•

United States Steel and its subsidiaries incurred indebtedness to third parties and assumed various obligations from Marathon in an aggregate amount approximately equal to all the net amounts attributed to the U. S. Steel Group immediately prior to the Separation, both absolute and contingent, less the amount of a $900 million value transfer (the "Value Transfer"); and



•

Marathon and its subsidiaries remained responsible for all the liabilities attributed to the Marathon Group, both absolute and contingent, plus $900 million.

These arrangements required a post-Separation cash settlement between Marathon and United States Steel. At December 31, 2001, the net debt and other financings of United States Steel were $54 million less than the net debt and other financings attributable to the U.S. Steel Group, adjusted for the Value Transfer and certain one-time items related to the Separation. On February 6, 2002, United States Steel made a payment to Marathon of $54 million, plus applicable interest, to settle this difference.

        As a result of its assumption of various items of indebtedness and other obligations from its former parent entity in the Holding Company Reorganization, Marathon remained obligated after the Separation for the following items of indebtedness and other obligations that were attributed to the U.S. Steel Group in accordance with the provisions of the Reorganization Agreement (amounts as of June 30, 2002):

•

$470 million of industrial revenue bonds related to environmental improvement projects for current and former United States Steel facilities, with maturities ranging from 2009 through 2033 (accrued interest payable on those bonds was $6 million at June 30, 2002);



•

$84 million of sale-leaseback financing under a lease for equipment at United States Steel's Fairfield Works, with a term extending to 2012, subject to extensions (accrued interest payable on that financing was $5 million at June 30, 2002);



•

$104 million of operating lease obligations, of which $89 million was in turn assumed by purchasers of major equipment used in plants and operations divested by United States Steel;



•

a guarantee of United States Steel's $22 million contingent obligation to repay certain distributions from its 50% owned joint venture PRO-TEC Coating Company;



•

a guarantee of all obligations of United States Steel as general partner of Clairton 1314B Partnership, L.P. to the limited partners. United States Steel has no unpaid outstanding obligations to those limited partners; and



•

other guarantees referred to under "Relationship Between Marathon and United States Steel After the Separation—Financial Matters Agreement."

As contemplated by the Reorganization Agreement, Marathon and United States Steel entered into a financial matters agreement to reflect United States Steel's agreement to assume and discharge all Marathon's principal repayment, interest payment and other payment obligations under the industrial revenue bonds, the capital lease arrangement and the guarantees associated with the other lease and similar obligations referred to above. In addition, the financial matters agreement requires United

15

States Steel to use commercially reasonable efforts to have Marathon released from its obligations under the other guarantees referred to above. The financial matters agreement also provides that on or before the tenth anniversary of the Separation, United States Steel will provide for Marathon's discharge from any remaining liability under any of the assumed industrial revenue bonds. United States Steel may accomplish that discharge by refinancing or, to the extent not refinanced, paying Marathon an amount equal to the remaining principal amount of, all accrued and unpaid debt service outstanding on, and any premium required to immediately retire, the then outstanding industrial revenue bonds. As of August 31, 2002, Marathon has agreed to cause the redemption of $86.2 million of these bonds on November 1, 2011. Additionally, $1.8 million of the industrial revenue bonds are scheduled to mature during the period extending through 2012. For additional information relating to the financial matters agreement, see "Relationship Between Marathon and United States Steel After the Separation—Financial Matters Agreement."

Effects on Historical Relationship

        Historically, the U.S. Steel Group has funded its negative operating cash flow with cash supplied by us, a portion of which was reflected as a payment from us under our tax allocation policy and the remainder of which was represented by increased amounts of debt attributed by us. As a stand-alone company, United States Steel will need to fund any of its negative operating cash flow from external sources, and adequate sources may be unavailable or the cost of such funding may adversely impact United States Steel.

        As we discuss below, the financial matters agreement does not contain any financial covenants, and United States Steel is free to incur additional debt and grant mortgages on or security interests in its property and sell or transfer assets without our consent. United States Steel is more highly leveraged than we are, has a noninvestment grade credit rating and has granted security interests in some of its assets, including its accounts receivable and inventory. Additionally, United States Steel's operations are capital intensive. United States Steel's business also requires substantial expenditures for routine maintenance. The steel business is highly competitive and a large number of industry participants have sought protection under bankruptcy laws in recent periods.

Relationship Between Marathon
and United States Steel After the Separation

        As a result of the Separation, Marathon and United States Steel are separate companies, and neither has any ownership interest in the other. Thomas J. Usher is chairman of the board of both companies, and four of the remaining nine members of Marathon's board of directors are also directors of United States Steel.

        In connection with the Separation and pursuant to the Reorganization Agreement, Marathon and United States Steel have entered into a series of agreements governing their relationship subsequent to the Separation and providing for the allocation of tax and certain other liabilities and obligations arising from periods prior to the Separation. Set forth below is a summary of some of the provisions of each of those agreements.

Tax Sharing Agreement

        Marathon and United States Steel have a tax sharing agreement that applies to each of their consolidated tax reporting groups. Provisions of this agreement include the following:

•

for any taxable period, or any portion of any taxable period, ended on or before December 31, 2001, unpaid tax sharing payments will be made between Marathon and United States Steel generally in accordance with our general tax sharing principles in effect prior to the Separation;

16

•

no tax sharing payments will be made with respect to taxable periods, or portions thereof, beginning after December 31, 2001; and



•

provisions relating to the tax and related liabilities, if any, that result from the Separation ceasing to qualify as a tax-free transaction and limitations on post-Separation activities that might jeopardize the tax-free status of the Separation.

        Under the general tax sharing principles in effect prior to the Separation:

•

the taxes payable by each of the Marathon Group and the U.S. Steel Group were determined as if each of them had filed its own consolidated, combined or unitary tax return; and



•

the U.S. Steel Group would receive the benefit, in the form of tax sharing payments by the parent corporation, of the tax attributes, consisting principally of net operating losses and various credits, that its business generated and the parent used on a consolidated basis to reduce its taxes otherwise payable.

        In accordance with the tax sharing agreement, at the time of the Separation, we made a preliminary settlement with United States Steel of $440 million as the net tax sharing payments we owed to it for the year ended December 31, 2001 under the pre-Separation tax sharing principles.

        The tax sharing agreement also addresses the handling of tax audits and contests and other matters respecting taxable periods, or portions of taxable periods, ended prior to December 31, 2001.

        In the tax sharing agreement, each of Marathon and United States Steel promised the other party that it:

•

would not, prior to January 1, 2004, take various actions or enter into various transactions that might, under section 355 of the Internal Revenue Code of 1986, jeopardize the tax-free status of the Separation; and



•

would be responsible for, and indemnify and hold the other party harmless from and against, any tax and related liability, such as interest and penalties, that results from the Separation ceasing to qualify as tax-free because of its taking of any such action or entering into any such transaction.

        The proscribed actions and transactions include:

•

the liquidation of Marathon or United States Steel; and



•

the sale by Marathon or United States Steel of its assets, except in the ordinary course of business.

        In case a taxing authority seeks to collect a tax liability from one party which the tax sharing agreement has allocated to the other party, the other party has agreed in the sharing agreement to indemnify the first party against that liability.

        Even if the Separation otherwise qualifies for tax-free treatment under section 355 of the Internal Revenue Code, the Separation may become taxable to Marathon under section 355(e) of the Internal Revenue Code if capital stock representing a 50% or greater interest in either Marathon or United States Steel is acquired, directly or indirectly, as part of a plan or series of related transactions that include the Separation. For this purpose, a "50% or greater interest" means capital stock possessing at least 50% of the total combined voting power of all classes of stock entitled to vote or at least 50% of the total value of shares of all classes of capital stock. To minimize this risk, both Marathon and United States Steel agreed in the tax sharing agreement that they would not enter into any transactions or make any change in their equity structures that could cause the Separation to be treated as part of a plan or series of related transactions to which those provisions of section 355(e) of the Internal Revenue Code may apply. If an acquisition occurs that results in the Separation being taxable under

17

section 355(e) of the Internal Revenue Code, the agreement provides that the resulting corporate tax liability will be borne by the party involved in that acquisition transaction.

        Although the tax sharing agreement allocates tax liabilities relating to taxable periods ending on or prior to the Separation, each of Marathon and United States Steel, as members of the same consolidated tax reporting group during any portion of a taxable period ended on or prior to the date of the Separation, is jointly and severally liable under the Internal Revenue Code for the federal income tax liability of the entire consolidated tax reporting group for that year. To address the possibility that the taxing authorities may seek to collect all or part of a tax liability from one party where the tax sharing agreement allocates that liability to the other party, the agreement includes indemnification provisions that would entitle the party from whom the taxing authorities are seeking collection to obtain indemnification from the other party, to the extent the agreement allocates that liability to that other party. We can provide no assurance, however, that United States Steel will be able to meet its indemnification obligations, if any, to Marathon that may arise under the tax sharing agreement.

Transition Services Agreement

        Marathon and United States Steel have a transition services agreement that will govern the provision of the following services until December 31, 2002:

•

common corporate support services; and



•

interunit computer services.

        Common corporate support services include services personnel at our former Pittsburgh corporate headquarters historically provided prior to the Separation. These include accounting, finance and financial management, government affairs, investor relations, public affairs and tax services. Most of these personnel now work for Marathon or United States Steel. Each company has agreed to provide these services to the other, to the extent it is able to do so and the other company cannot satisfy its own needs.

        Interunit computer services consist of computer and information technology services either company historically provided to our former Pittsburgh corporate headquarters or to the other company.

        A company providing common corporate support or inter-unit computer services under the transition services agreement will be entitled to recover the costs it incurs in providing those services.

        The transition services agreement also includes each company's grant to the other company and its subsidiaries of a nonexclusive, fully paid, worldwide license for their internal use only of the granting company's computer programs, software, source code and know-how that were utilized prior to the Separation or are utilized under the transition services agreement to provide common corporate support or inter-unit computer services to the other company and its subsidiaries.

Financial Matters Agreement

        Marathon and United States Steel have a financial matters agreement that provides for United States Steel's assumption of the obligations under Marathon's outstanding industrial revenue bonds, the capital lease arrangement and the guarantees associated with the other lease and similar obligations referred to above under "The Separation—Assumption of Indebtedness and Other Obligations by United States Steel." Under the financial matters agreement, United States Steel has assumed and agreed to discharge all Marathon's principal repayment, interest payment and other obligations under those industrial revenue bonds and lease and guarantee arrangements described above, including any amounts due on any default or acceleration of any of those obligations, other than any default caused

18

by Marathon. The financial matters agreement also requires United States Steel to use commercially reasonable efforts to have Marathon released from its obligations under a guarantee we have provided with respect to United States Steel's obligations under a partnership agreement among General Electric Credit Corporation of Delaware, Southern Energy Clairton, L.L.C. and United States Steel.

        The financial matters agreement also provides that, on or before the tenth anniversary of the Separation, United States Steel will provide for Marathon's discharge from any remaining liability under any of the assumed industrial revenue bonds.

        The financial matters agreement requires Marathon to use commercially reasonable efforts to take all necessary action or refrain from acting so as to assure compliance with all covenants and other obligations under the documents relating to the assumed obligations to avoid the occurrence of a default or the acceleration of the payment obligations under the assumed obligations. The agreement also obligates Marathon to use commercially reasonable efforts to obtain and maintain letters of credit and other liquidity arrangements required under the assumed obligations.

        United States Steel's obligations to Marathon under the financial matters agreement are general unsecured obligations which rank equal to United States Steel's accounts payable and other general unsecured obligations. The financial matters agreement does not contain any financial covenants, and United States Steel is free to incur additional debt, grant mortgages on or security interests in its property and sell or transfer assets without our consent.

License Agreement

        Marathon and United States Steel have entered into a license agreement under which Marathon granted to United States Steel a nonexclusive, fully paid, worldwide license to use the "USX" name and various trade secrets, know-how and intellectual property rights previously used in connection with the business of both companies. The license agreement provides that United States Steel may use these rights solely in the conduct of its internal business. It also provides United States Steel with the right to sublicense these rights to any of its subsidiaries. The license agreement provides for a perpetual term, so long as United States Steel performs its obligations under the agreement.

Insurance Assistance Agreement

        Marathon and United States Steel have an insurance assistance agreement, which provides for:

•

the division of responsibility for joint insurance arrangements; and



•

the entitlement to insurance claims and the allocation of deductibles with respect to claims associated with pre-Separation periods.

        Under the insurance assistance agreement:

•

Marathon is entitled to all rights in and to all claims and is solely liable for the payment of uninsured retentions and deductibles arising out of or relating to pre-Separation events or conditions exclusively associated with the business of the Marathon Group;



•

United States Steel is entitled to all rights in and to all claims and is solely liable for the payment of uninsured retentions and deductibles arising out of or relating to pre-Separation events or conditions exclusively associated with the business of the U. S. Steel Group;



•

Marathon is entitled to 65% and United States Steel is entitled to 35% of all rights in and to all claims, and Marathon and United States Steel are liable on the same percentage basis for the payment of uninsured retentions and deductibles, arising out of or relating to pre-Separation events or conditions and not related exclusively to either the Marathon Group or the U.S. Steel Group; and

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•

the cost of extended reporting insurance for pre-Separation periods will be split between Marathon and United States Steel on a 65%-35% basis, respectively, if both companies elect to purchase the same extended reporting insurance.

Use of Proceeds

        Each trust will use all the net proceeds from the sale of the trust preferred securities and the trust common securities to purchase Marathon's debt securities. Unless we inform you otherwise in the prospectus supplement, Marathon will use the net proceeds from the sale of the offered securities for general corporate purposes. These purposes may include funding working capital requirements, acquisitions and other capital expenditures, repayment and refinancing of indebtedness and repurchases and redemptions of securities. Pending any specific application, Marathon may initially invest those funds in short-term marketable securities or apply them to the reduction of short-term indebtedness.

Accounting Treatment Relating To Trust Securities

        The financial statements of any trust issuing securities will be consolidated with our financial statements, with the trust preferred securities shown on our consolidated financial statements as Marathon-obligated mandatorily redeemable preferred capital trust securities of a subsidiary trust. Our financial statements will include a footnote that discloses, among other things, that the assets of the trust consist of our debt securities and will specify the designation, principal amount, interest rate and maturity date of the debt securities.

Ratios of Earnings to Fixed Charges and Earnings to
Combined Fixed Charges and Preferred Stock Dividends

        Our ratios of earnings to fixed charges and earnings to combined fixed charges and preferred stock dividends for each of the periods indicated, in each case determined on a total enterprise basis are as follows:

	Year ended December 31,
						Six Months Ended June 30, 2002
	1997	1998	1999	2000	2001
Ratio of earnings to fixed charges	2.55	2.60	4.24	4.06	7.47	3.64
Ratio of earnings to combined fixed charges and preferred stock dividends	2.43	2.51	4.11	3.95	7.26	3.64

The term "earnings" is the amount resulting from adding the following items:

•

pre-tax income before adjustment for minority interests in consolidated subsidiaries or income or loss from equity investees;



•

fixed charges;



•

amortization of capitalized interest;



•

distributed income of equity investees; and



•

share of pre-tax losses of equity investees for which charges arising from guarantees are included in fixed charges;

and subtracting from the total the following:

•

interest capitalized; and

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•

preference security dividend requirements of consolidated subsidiaries.

For this purpose, "fixed charges" consists of:

•

interest on all indebtedness and amortization of debt discount and expense;



•

interest capitalized, including discontinued operations;



•

an estimate of the portion of annual rental expense on operating leases that represents the interest factor attributable to rentals;



•

pre-tax earnings required to cover preferred stock dividend requirements; and



•

fixed charges, including discontinued operations, from debt of any entity less than 50% owned, which is guaranteed by us if it is probable that we will have to satisfy the guarantee.

The Trusts

        Each of the trusts is created under the Delaware Statutory Trust Act and will be governed by an amended and restated declaration of trust among the trustees of each trust and Marathon. Each declaration will be qualified under the Trust Indenture Act of 1939.

        We have summarized selected provisions of the declarations below. This summary is not complete. For a complete description, we encourage you to read the applicable form of declaration, which we have filed with the SEC. Please read "Where You Can Find More Information."

        The address of the principal office of each trust is 5555 San Felipe, Houston, Texas 77056-2723, and the telephone number of each trust at that address is (713) 629-6600.

Securities of Each Trust

        When a trust issues its trust preferred securities, the holders of the trust preferred securities will own all the issued and outstanding trust preferred securities of the trust. Marathon will acquire all the issued and outstanding trust common securities of each trust. The trust preferred securities will be substantially identical to the trust common securities and will rank equally with the trust common securities, except that:

•

if an event of default under the declaration of trust occurs and is continuing, the holders of trust preferred securities will have the right to receive payments before the holders of the trust common securities receive payments; and



•

the holders of trust common securities have the exclusive right to appoint, remove or replace the trustees and to increase or decrease the number of trustees.

        Each trust will exist primarily for the purposes of:

•

issuing its trust preferred and trust common securities;



•

investing the proceeds from the sale of its securities in Marathon's debt securities; and



•

engaging in only such other activities as are necessary or incidental to issuing its securities and purchasing and holding Marathon's debt securities.

        The rights of the holders of the trust preferred securities, including economic rights, rights to information and voting rights, will be contained in and governed by the applicable declaration of trust, the Delaware Statutory Trust Act and the Trust Indenture Act of 1939.

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Powers and Duties of Trustees

        The number of trustees of each trust will initially be five. Three of the trustees will be individuals who are officers or employees of Marathon. The fourth trustee will be The Bank of New York, which will serve as the property trustee under the declaration of trust for purposes of the Trust Indenture Act of 1939. The fifth trustee will be The Bank of New York (Delaware), which has its principal place of business in the State of Delaware.

        The property trustee will own and hold for the benefit of the holders of the trust preferred securities Marathon's debt securities purchased by a trust. The property trustee will also:

•

generally exercise the rights, powers and privileges of a holder of the debt securities;



•

maintain exclusive control of a segregated non-interest bearing bank account to hold all payments on the debt securities; and



•

promptly make distributions to the holders of the trust securities out of funds from the property account.

The Bank of New York, acting in its capacity as guarantee trustee, will hold for the benefit of the holders of the trust preferred securities a trust preferred securities guarantee, which will be separately qualified under the Trust Indenture Act of 1939.

        Because Marathon will own all of the trust common securities of each trust, Marathon will have the exclusive right to appoint, remove or replace trustees and to increase or decrease the number of trustees. In most cases, there will be at least five trustees. The term of a trust will be described in the applicable prospectus supplement, but may dissolve earlier as provided in the applicable declaration of trust.

        The duties and obligations of the trustees of a trust will be governed by the declaration of that trust, the Delaware Statutory Trust Act and the Trust Indenture Act of 1939.

Books and Records

        We will maintain the books and records of each trust at the principal office of the trust. The books and records of each trust will be open for inspection by each holder of trust preferred securities of that trust for any purpose reasonably related to the holder's interest in the trust during normal business hours.

The Property Trustee

        The property trustee, for the benefit of the holders of the trust securities, generally will exercise all rights under the applicable indenture for the debt securities deposited in the trust as trust assets, including the right to enforce Marathon's obligations under the debt securities upon the occurrence of an event of default under the applicable indenture.

        If Marathon extends the interest payment period for the related debt securities held by a trust and, as a result, the trust does not make distributions, the property trustee will not be able to enforce the payment of distributions on the trust preferred securities until an event of default under the declaration of trust has occurred. If an event of default under the declaration of trust has occurred and is continuing, then the holders of at least a majority of outstanding trust preferred securities may direct the property trustee or the guarantee trustee, as the case may be, to enforce the available remedies under the related declaration of trust and trust preferred securities guarantee. If the property trustee fails to enforce its rights under the applicable series of debt securities, any holder may provide written notice to the property trustee that the holder will enforce those rights and, 30 days after submitting

22

that request, the holder may enforce those rights directly against Marathon without first instituting any legal proceeding against the property trustee or any other person.

        If an event of default under the applicable declaration of trust has occurred and is continuing and results from Marathon's failure to make payments on the applicable series of debt securities when due, then any holder of the trust preferred securities may directly institute a proceeding to enforce payment of the principal of, any premium or interest on or any additional amounts payable with respect to the applicable series of debt securities in an amount corresponding to the aggregate liquidation amount of that holder's trust preferred securities. If a holder brings a direct action, Marathon will be entitled to that holder's rights under the applicable declaration of trust to the extent of any payment made by Marathon to that holder. Except as expressly provided in the preceding sentences or in the applicable prospectus supplement, the holders of the trust preferred securities will not be able to exercise directly any other remedy available to the holders of the applicable series of debt securities.

Events of Default

        If an event of default under a debt indenture occurs and is continuing, an event of default under the related declaration of trust will occur and be continuing. In that case, each declaration of trust provides that the holders of the trust common securities will waive the event of default under the declaration of trust until all events of default under the declaration of trust relating to the trust preferred securities have been cured, waived or otherwise eliminated. Until all the events of default under the declaration of trust relating to the trust preferred securities have been cured, waived or otherwise eliminated, the property trustee will act solely on behalf of the holders of the trust preferred securities, and only the holders of the trust preferred securities will have the right to direct the property trustee as to some matters under the declaration of trust and under the indenture relating to the debt securities.

        If the holders of the trust preferred securities waive any event of default under the declaration of trust, the holder of the trust common securities will also be bound by the waiver without any further act, vote or consent. The property trustee will notify the holders of the trust preferred securities of any notice of default relating to the debt securities, unless the default has been cured before the giving of such notice or the property trustee in good faith determines that the withholding of such notice is in the interests of the holders of the trust preferred securities.

Debts and Obligations

        In each declaration of trust, Marathon has agreed to pay all debts and obligations, other than payments on the related trust securities, and all costs and expenses of the applicable trust, including the fees and expenses of its trustees and any taxes and all costs and expenses of the trust. Marathon will not pay withholding taxes of the trust except to the extent we describe in the prospectus supplement. Marathon's obligations under each declaration of trust will benefit, and will be enforceable by, any person to whom any such debts, obligations, costs, expenses and taxes are owed whether or not that creditor has received notice of Marathon's contractual obligation. Any such creditor may enforce these obligations directly against Marathon, and Marathon has irrevocably waived any right or remedy to require that any such creditor take any action against any trust or any other person before proceeding against Marathon. Marathon will be subrogated to all rights of a trust relating to any amounts paid to any creditor by Marathon.

Description of the Trust Preferred Securities

Terms

        Each trust may issue only one series of trust preferred securities. The terms of the trust preferred securities will include those stated in the amended and restated declaration of trust and those made a

23

part of that declaration by the Trust Indenture Act of 1939. For a complete description of the trust preferred securities, we encourage you to read the prospectus supplement and the amended and restated declaration of trust, a form of which we have filed with the SEC. Please read "Where You Can Find More Information."

        Marathon will guarantee the trust preferred securities to the extent described under "Description of the Trust Preferred Securities Guarantee."

        The prospectus supplement relating to trust preferred securities being offered will include specific terms relating to the offering. These terms will include some or all of the following:

•

the designation of the trust preferred securities;



•

the number of trust preferred securities to be issued by the trust;



•

the annual distribution rate, the distribution payment dates, the record dates for distribution payments and the additional amounts, if any, that may be payable with respect to the trust preferred securities;



•

whether distributions will be cumulative and compounding and, if so, the dates from which distributions will be cumulative or compounded;



•

the amounts that will be paid out of the assets of the trust to the holders of trust preferred securities upon dissolution of the trust;



•

any repurchase or redemption provisions;



•

any voting rights of the trust preferred securities in addition to those required by law;



•

terms for any conversion or exchange of the debt securities or the trust preferred securities into other securities;



•

any rights to defer distributions on the trust preferred securities by extending the interest payment period on the debt securities; and



•

any other relevant terms, rights, preferences, privileges, limitations or restrictions of the trust preferred securities.

We also will describe in the prospectus supplement the material United States federal income tax considerations applicable to any offering of trust preferred securities.

Voting

        Holders of trust preferred securities will have limited voting rights, relating only to certain modifications of the declaration of trust and the trust preferred securities guarantees and the exercise of the property trustee's rights as holder of the debt securities. The holders of the trust preferred securities will not be able to appoint, remove or replace trustees or to increase or decrease the number of trustees, because these rights will be vested exclusively in the holder of the trust common securities.

Distributions

        Under each declaration, the property trustee must make distributions on the trust preferred securities to the extent the property trustee has cash on hand in the applicable property account to permit that payment. The only funds available for distribution to the holders of the trust preferred securities will be those received by the property trustee on the applicable debt securities. If Marathon does not make payments on the debt securities, the property trustee will not make corresponding distributions on the trust preferred securities. Under each declaration, if and to the extent Marathon does make payments on the debt securities, the property trustee will be obligated to make distributions

24

on the trust preferred and trust common securities on a pro rata basis. If an event of default under the related declaration has occurred and is continuing, any funds available to make payments will be paid first to the holders of the trust preferred securities pro rata based on the aggregate liquidation amount of trust preferred securities held in relation to the aggregate liquidation amount of all the outstanding trust preferred securities. In that case, the holder of trust common securities would receive payments only after satisfaction of all amounts owed to the holders of trust preferred securities.

        Marathon will guarantee payment of distributions on the trust preferred securities as and to the extent described under "Description of the Trust Preferred Securities Guarantee." The trust preferred securities guarantees cover distributions and other payments on the applicable trust preferred securities only if and to the extent that Marathon has made a payment to the property trustee on the applicable debt securities.

Record Holders

        The trustees of a trust may treat the registered owners of the trust preferred securities as the holders for purposes of receiving distributions and for all other purposes. We may issue the trust preferred securities in the form of one or more global certificates that would be deposited with a depositary or its nominee identified in the prospectus supplement. We may have global debt securities in either temporary or permanent form. Under each declaration:

•

the trust and its trustees will be entitled to deal with the depositary for all purposes, including the payment of distributions and receiving approvals, votes or consents under the related declaration. Except for provisions in the related declaration dealing with the issuance of definitive certificates representing the trust preferred securities, the trust and its trustees will not have any obligation to persons owning a beneficial interest in trust preferred securities registered in the name of and held by the depositary or its nominee; and



•

the rights of beneficial owners of trust preferred securities will be exercised only through the depositary and will be limited to those established by applicable law and agreements with the depositary and/or its participants.

        The depositary will receive all notices and communications to, and all distributions on, trust preferred securities that are registered in the name of and held by a depositary or its nominee. Marathon will disclose in the applicable prospectus supplement the specific terms of the depositary arrangement for the trust preferred securities and any additional rights and limitations of owners of beneficial interests in the trust preferred securities.

Description of the Trust Preferred Securities Guarantees

        Marathon will fully and unconditionally guarantee payments on the trust preferred securities of each trust as described in this section. The guarantees cover the following payments:

•

periodic cash distributions on the trust preferred securities out of funds held by the property trustee of the trust;



•

payments on liquidation of the trust; and



•

payments on redemption of trust preferred securities of the trust.

The Bank of New York, as guarantee trustee, will hold the guarantee for the benefit of the holders of trust preferred securities.

        We have summarized selected provisions of the guarantee below. This summary is not complete. For a complete description, we encourage you to read the guarantee, the form of which we have filed with the SEC. Please read "Where You Can Find More Information."

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        Marathon will irrevocably and unconditionally agree to pay the holders of the trust preferred securities in full the following amounts to the extent not paid by the trust:

•

any accumulated and unpaid distributions and any additional amounts with respect to the trust preferred securities and any redemption price for trust preferred securities called for redemption by the trust, if and to the extent that Marathon has made corresponding payments on the debt securities to the property trustee of the trust;



•

payments upon the dissolution of the trust equal to the lesser of:



•

the liquidation amount plus all accumulated and unpaid distributions and additional amounts on the trust preferred securities to the extent the trust has funds legally available for those payments; and



•

the amount of assets of the trust remaining legally available for distribution to the holders of trust preferred securities in liquidation of the trust.

        Marathon will not be required to make these liquidation payments if:

•

the trust distributes the debt securities to the holders of trust preferred securities in exchange for their trust preferred securities; or



•

the trust redeems the trust preferred securities in full upon the maturity or redemption of the debt securities.

        Marathon may satisfy its obligation to make a guarantee payment either by making payment directly to the holders of trust preferred securities or to the guarantee trustee for remittance to the holders or by causing the applicable trust to make the payment to them.

        Each guarantee is a guarantee from the time of issuance of the applicable series of trust preferred securities. The guarantee only covers, however, distributions and other payments on trust preferred securities if and to the extent that Marathon has made corresponding payments on the debt securities to the applicable property trustee. If Marathon does not make those corresponding payments on the debt securities, the trust will not have funds available for payments, and Marathon will have no obligation to make a guarantee payment.

        Marathon's obligations under the declaration of trust for each trust, the guarantee, the debt securities and the associated indenture taken together will provide a full and unconditional guarantee of payments due on the trust preferred securities. We will describe the specific terms of the guarantee in a prospectus supplement.

Covenants of Marathon

        In each guarantee, Marathon will agree that, as long as any trust preferred securities issued by the applicable trust are outstanding, Marathon will not make the payments and distributions described below if:

•

it is in default on its guarantee payments or other payment obligations under the related guarantee;



•

any event of default under the applicable declaration of trust has occurred and is continuing; or



•

Marathon has elected to defer payments of interest on the related debt securities by extending the interest payment period and that deferral period is continuing.

In these circumstances, Marathon will agree that it will not:

•

declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to any of its capital stock; or

26

•

make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities that rank equally with or junior in interest to the debt securities or make any guarantee payments with respect to any guarantee by Marathon of the debt of any subsidiary of Marathon if that guarantee ranks equally with or junior in interest to the debt securities.

However, even during these circumstances, Marathon may:

•

purchase or acquire its capital stock in connection with the satisfaction by it of its obligations under any employee benefit plan or pursuant to any contract or security outstanding on the first day of any extension period requiring it to purchase its capital stock;



•

reclassify its capital stock or exchange or convert one class or series of its capital stock for another class or series of its capital stock;



•

purchase fractional interests in shares of its capital stock pursuant to the conversion or exchange provisions of the capital stock or the security being converted or exchanged;



•

declare dividends or distributions in its capital stock;



•

redeem or repurchase any rights pursuant to its stockholder rights agreement; and



•

make payments under the guarantee related to the trust preferred securities.

In addition, as long as trust preferred securities issued by any trust are outstanding, Marathon will agree that it will:

•

remain the sole direct or indirect owner of all the outstanding trust common securities of that trust, except as permitted by the applicable declaration of trust;



•

permit the trust common securities of that trust to be transferred only as permitted by the applicable declaration of trust; and



•

use reasonable efforts to cause that trust to continue to be treated as a grantor trust for United States federal income tax purposes, except in connection with a distribution of debt securities to the holders of trust preferred securities as provided in the applicable declaration of trust, in which case the trust would be dissolved.

Amendments and Assignment

        Marathon and the guarantee trustee may amend each guarantee without the consent of any holder of trust preferred securities if the amendment does not adversely affect the rights of the holders in any material respect. In all other cases, Marathon and the guarantee trustee may amend each guarantee only with the prior approval of the holders of at least a majority of outstanding trust preferred securities issued by the applicable trust.

        Marathon may assign its obligations under the guarantees only in connection with a consolidation, merger or asset sale involving Marathon permitted under the indenture governing the debt securities.

Termination of the Guarantee

        A guarantee will terminate upon:

•

full payment of the redemption price of all trust preferred securities of the applicable trust;



•

distribution of the related debt securities, or any securities into which those debt securities are convertible, to the holders of the trust preferred securities and trust common securities in exchange for all the securities issued by that trust; or



•

full payment of the amounts payable upon liquidation of that trust.

27

Each guarantee will, however, continue to be effective or will be reinstated if any holder of trust preferred securities must repay any amounts paid on those trust preferred securities or under the guarantee.

Status of the Guarantee

        Marathon's obligations under each guarantee will be unsecured and effectively junior to all debt and preferred stock of its subsidiaries. By your acceptance of the trust preferred securities, you agree to any subordination provisions and other terms of the related guarantee. We will specify in the prospectus supplement the ranking of each guarantee with respect to Marathon's capital stock and other liabilities, including other guarantees.

        Each guarantee will be deposited with the guarantee trustee to be held for the benefit of the holders of the trust preferred securities. The guarantee trustee will have the right to enforce the guarantee on behalf of the holders of the trust preferred securities. In most cases, the holders of a majority of outstanding trust preferred securities issued by the applicable trust will have the right to direct the time, method and place of:

•

conducting any proceeding for any remedy available to the applicable guarantee trustee; or



•

exercising any trust or other power conferred upon that guarantee trustee under the applicable guarantee.

        Each guarantee will constitute a guarantee of payment and not merely of collection. This means that the guarantee trustee may institute a legal proceeding directly against Marathon to enforce the payment rights under the guarantee without first instituting a legal proceeding against any other person or entity.

        If the guarantee trustee fails to enforce the guarantee or Marathon fails to make a guarantee payment, holders of the trust preferred securities may institute a legal proceeding directly against Marathon to enforce their rights under that guarantee without first instituting a legal proceeding against the applicable trust, the guarantee trustee or any other person or entity.

Periodic Reports Under Guarantee

        Marathon will be required to provide annually to the guarantee trustee a statement as to its performance of its obligations and its compliance with all conditions under the guarantees.

Duties of Guarantee Trustee

        The guarantee trustee normally will perform only those duties specifically set forth in the applicable guarantee. There are no implied covenants applicable to the guarantee trustee under the guarantees. If a default occurs under a guarantee, the guarantee trustee will be required to use the same degree of care and skill in exercise of its powers under the guarantee as a prudent person would exercise or use under the circumstances in the conduct of his own affairs. The guarantee trustee will exercise any of its rights or powers under the guarantee at the request or direction of holders of the applicable series of trust preferred securities only if it is offered security and indemnity satisfactory to it.

Governing Law

        New York law will govern the guarantees.

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Description of Debt Securities

        The debt securities this prospectus covers will be Marathon's general unsecured obligations. Marathon may issue to a trust or as part of a stock purchase unit from time to time one or more series of:

•

senior debt securities under an indenture dated as of February 26, 2002 between Marathon and JPMorgan Chase Bank, as trustee;



•

subordinated debt securities under an indenture dated as of February 26, 2002 between Marathon and JPMorgan Chase Bank, as trustee; and



•

junior subordinated debt securities under an indenture to be entered into between Marathon and The Bank of New York, as trustee.

We will provide information about the senior, subordinated or junior subordinated debt securities in a prospectus supplement. Marathon will issue only one series of debt securities to each trust. The indenture for the senior debt securities and the indenture for the subordinated debt securities are, and the indenture for the junior subordinated debt securities will be, substantially identical, except for the provisions relating to subordination and restrictive covenants. We sometimes refer to the senior indenture, the subordinated indenture and the junior subordinated indenture as the "indentures."

        We have summarized the provisions of the indentures and the debt securities below. You should read the indentures for more details regarding the provisions described below and for other provisions that may be important to you. We have filed the senior indenture, the subordinated indenture and the form of junior subordinated indenture with the SEC as exhibits to the registration statement, and we will include the final junior subordinated indenture, if applicable, and any other instrument establishing the terms of any debt securities we offer as exhibits to a filing we will make with the SEC in connection with that offering. See "Where You Can Find More Information."

        The following description primarily relates to senior debt securities that we may issue under the senior indenture. We have summarized some of the provisions of the subordinated indenture and the junior subordinated indenture below under the captions "—Subordinated Debt Securities" and "—Junior Subordinated Debt Securities," respectively. If we offer subordinated or junior subordinated debt securities, we will provide more specific terms in the related prospectus supplement. In this summary description of the debt securities, all references to "Marathon," "we" or "us" mean Marathon Oil Corporation only, unless we state otherwise or the context clearly indicates otherwise.

General

        The senior debt securities will constitute senior debt of Marathon and will rank equally with all its unsecured and unsubordinated debt. The subordinated debt securities will be subordinated to, and thus have a position junior to, any senior debt securities and all other senior debt of Marathon. For a more detailed description of the subordination provisions of the junior subordinated debt securities, see "—Junior Subordinated Debt Securities" below. The indentures do not limit the amount of debt we may issue under the indentures or the amount of other unsecured debt or securities we may incur or issue. We may issue debt securities under any of the indentures from time to time in one or more series, each in an amount we authorize prior to issuance.

        Marathon derives substantially all its operating income from, and holds substantially all its assets through, its subsidiaries. As a result, Marathon will depend on distributions of cash flow and earnings of its subsidiaries in order to meet its payment obligations under any debt securities it offers under this prospectus and its other obligations. These subsidiaries are separate and distinct legal entities and will have no obligation to pay any amounts due on Marathon's debt securities or to provide Marathon with funds for its payment obligations, whether by dividends, distributions, loans or otherwise. In addition,

29

provisions of applicable law, like those limiting the legal sources of dividends, could limit their ability to make payments or other distributions to Marathon and they could agree to contractual restrictions on their ability to make distributions.

        Marathon's right to receive any assets of any subsidiary, and therefore the right of the holders of Marathon's debt securities to participate in those assets, will be effectively subordinated to the claims of that subsidiary's creditors, including trade creditors. In addition, even if Marathon is a creditor of any subsidiary, Marathon's rights as a creditor would be subordinate to any security interest in the assets of that subsidiary and any indebtedness of that subsidiary senior to that held by Marathon.

        We may issue the debt securities of any series in definitive form or as a book-entry security in the form of a global security registered in the name of a depositary we designate.

        We may issue the debt securities in one or more series with various maturities. They may be sold at par, at a premium or with an original issue discount.

Subsequent Distribution to Holders of Trust Securities

        If we issue debt securities to a trust in connection with the issuance of trust preferred and trust common securities by that trust, those debt securities subsequently may be distributed to the holders of the trust preferred and trust common securities either:

•

upon the dissolution of the trust; or



•

upon the occurrence of events that we will describe in the prospectus supplement.

Terms

        The prospectus supplement relating to any series of debt securities being offered will specify whether the debt securities are senior debt securities, subordinated debt securities or junior subordinated debt securities and will include specific terms relating to the offering. These terms will include some or all of the following:

•

the title of the debt securities;



•

any limit on the aggregate principal amount of the debt securities;



•

the person or entity to whom any interest will be payable, if that person or entity is not the registered owner of the debt securities;



•

the date or dates on which the principal of and any premium on the debt securities will be payable;



•

the rates, which may be fixed or variable, per annum at which the debt securities will bear interest, if any, and the date or dates from which any interest will accrue;



•

the dates on which the interest, if any, on the debt securities will be payable, and the regular record dates for the interest payment dates or the method for determining those dates;



•

the place or places where payments on the debt securities will be payable;



•

the terms and conditions on which the debt securities may, under any optional or mandatory redemption provisions, be redeemed;



•

any mandatory or optional sinking fund or similar provisions or provisions for mandatory redemption or purchase at the option of the holder;



•

the denominations in which the debt securities will be issuable, if other than denominations of $1,000 or any multiple of that amount;

30

•

any index, formula or other method used to determine the amount of payment of principal of or any premium or interest on the debt securities;



•

if other than the currency of the United States of America, the currency of payment of principal of or any premium or interest on the debt securities;



•

if, at our election or the election of the holder, the principal of or any premium or interest on any debt securities is to be payable in one or more currencies or currency units other than those in which the debt securities are stated to be payable, the terms and conditions on which that election is to be made and the amount so payable;



•

if other than the full principal amount of the debt securities, the portion of the principal amount of the debt securities that will be payable on the declaration of acceleration of the maturity of the debt securities;



•

if the principal amount payable at maturity will not be determinable as of one or more dates prior to maturity, the amount that will be deemed to be the principal amount as of any such date;



•

any terms on which the debt securities may be convertible into or exchanged for securities or indebtedness of any kind of Marathon or of any other issuer or obligor and the terms and conditions on which a conversion or exchange will be effected, including the initial conversion or exchange price or rate, the conversion period and any other additional provisions;



•

the applicability of the defeasance provisions described below under "—Satisfaction and Discharge; Defeasance under the Senior Indenture," and any conditions under which those provisions will apply;



•

if the debt securities will be issuable only in the form of a global security as described below under "—Book-entry Debt Securities," the depositary for the debt securities;



•

any changes in or additions to the events of default or covenants this prospectus describes;



•

the payment of any additional amounts with respect to the debt securities; and



•

any other terms of the debt securities.

        If we sell any of the debt securities for any foreign currency or currency unit or if payments on the debt securities are payable in any foreign currency or currency unit, we will describe in the prospectus supplement the restrictions, elections, tax consequences, specific terms and other information relating to those debt securities and the foreign currency or currency unit.

Restrictive Covenants Under the Senior Indenture

        Marathon has agreed to two principal restrictions on its activities for the benefit of holders of the senior debt securities. The restrictive covenants summarized below will apply to a series of senior debt securities (unless waived or amended) as long as any of those senior debt securities are outstanding, unless the prospectus supplement for the series states otherwise.

Creation of Certain Liens

        If Marathon or any subsidiary of Marathon mortgages or encumbers as security for money borrowed any property capable of producing oil or gas which (1) is located in the United States and (2) is determined to be a principal property by Marathon's board of directors in its discretion, Marathon will, or will cause such subsidiary to, secure each series of senior debt equally and ratably

31

with all obligations secured by the mortgage then being given. This covenant will not apply in the case of any mortgage:

•

existing on the date of the senior indenture;



•

incurred in connection with the acquisition or construction of any property;



•

previously existing on acquired property or existing on the property of any entity when it becomes a subsidiary of ours;



•

in favor of the United States, any state, or any agency, department, political subdivision or other instrumentality of either, to secure payments to us under the provisions of any contract or statute;



•

in favor of the United States, any state, or any agency, department, political subdivision or other instrumentality of either, to secure borrowings for the purchase or construction of the property mortgaged;



•

in connection with a sale or other transfer of (1) oil, gas or other minerals in place for a period of time until, or in an amount such that, the purchase will realize a specified amount of money or a specified amount of minerals or (2) any interest of the character commonly referred to as an "oil payment" or a "production payment";



•

to secure the cost of the repair, construction, improvement, alteration, exploration, development or drilling of all or part of a principal property;



•

in various facilities and personal property located at or on a principal property;



•

arising in connection with the sale of accounts receivable resulting from the sale of oil or gas at the wellhead; or



•

that is a renewal of or substitution for any mortgage permitted under any of the provisions described in the preceding clauses.

In addition, Marathon may, and may permit its subsidiaries to, grant mortgages or incur liens on property covered by the restriction described above as long as the net book value of the property so encumbered, together with all property subject to the restriction on sale and leaseback transactions described below, does not, at the time such Mortgage or lien is granted, exceed 10% of our "Consolidated Net Tangible Assets," which the senior indenture defines to mean the aggregate value of all assets of Marathon and its subsidiaries after deducting:

•

all current liabilities, excluding all long-term debt due within one year;



•

all investments in unconsolidated subsidiaries and all investments accounted for on the equity basis; and



•

all goodwill, patents and trademarks, unamortized debt discount and other similar intangibles;

all determined in conformity with generally accepted accounting principles and calculated on a basis consistent with our most recent audited consolidated financial statements.

Limitations on Certain Sale and Leaseback Transactions

        Marathon and its subsidiaries are generally prohibited from selling and leasing back the principal properties described above under "—Creation of Certain Liens." However, this covenant will not apply if:

•

the lease is an intercompany lease between Marathon and one of its subsidiaries or between any of its subsidiaries;

32

•

the lease is for a temporary period by the end of which it is intended that the use of the leased property will be discontinued;



•

Marathon or a subsidiary of Marathon could mortgage the property without equally and ratably securing the senior debt securities under the covenant described above under the caption "—Creation of Certain Liens";



•

the transfer is incident to or necessary to effect any operating, farm-out, farm-in, unitization, acreage exchange, acreage contribution, bottom-hole or dry-hole arrangement or pooling agreement or other agreement of the same general nature relating to the acquisition, exploration, maintenance, development or operation of oil and gas properties in the ordinary course of business or as required by any regulatory agency having jurisdiction over the property; or



•

Marathon promptly informs the trustee of the sale, the net proceeds of the sale are at least equal to the fair value of the property and within 180 days of the sale the net proceeds are applied to the retirement or in-substance defeasance of our funded debt (subject to reduction, under circumstances the senior indenture specifies).

        As of the date of this prospectus, neither Marathon nor any subsidiary of Marathon has any property that Marathon's board of directors has determined to be a principal property.

Merger, Consolidation and Sale of Assets

        The senior indenture provides that Marathon may not merge or consolidate with any other entity or sell or convey all or substantially all its assets except as follows:

•

Marathon is the continuing corporation or the successor entity (if other than Marathon) is a corporation or other entity organized under the laws of the United States or any state thereof that expressly assumes the obligations of Marathon under the senior indenture and the outstanding senior debt securities; and



•

immediately after the merger, consolidation, sale or conveyance, no event of default under the senior indenture shall have occurred and be continuing.

        On the assumption by the successor of the obligations under the indentures, the successor will be substituted for Marathon, and Marathon will be relieved of any further obligation under the indentures and the debt securities.

Events of Default Under the Senior Indenture

        The senior indenture defines an event of default with respect to the senior debt securities of any series as being:

(1)

Marathon's failure to pay interest on any senior debt security of that series when due, continuing for 30 days;



(2)

Marathon's failure to pay the principal of or premium on any senior debt security of that series when due and payable;



(3)

Marathon's failure to deposit any sinking fund payment when due by the terms of the senior debt securities of that series;



(4)

Marathon's failure to perform under any other covenant or warranty applicable to the senior debt securities of that series and not specifically dealt with in the definition of "event of default" for a period of 90 days after written notice to Marathon of that failure;



(5)

specified events of bankruptcy, insolvency or reorganization of Marathon; or

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(6)

any other event of default provided with respect to the senior debt securities of that series.

        The trustee is required to give holders of the senior debt securities of any series written notice of a default with respect to that series as provided by the Trust Indenture Act. In the case of any default of the character described above in clause (4) of the immediately preceding paragraph, no such notice to holders must be given until at least 60 days after the occurrence of that default.

        Marathon is required annually to deliver to the trustee an officer's certificate stating whether or not the signers have any knowledge of any default by Marathon in its performance and observance of any terms, provisions and conditions of the senior indenture.

        In case an event of default (other than an event of default involving an event of bankruptcy, insolvency or reorganization of Marathon) shall occur and be continuing with respect to any series, the trustee or the holders of not less than 25% in principal amount of the senior debt securities of that series then outstanding may declare the principal amount of those senior debt securities (or, in the case of any senior debt securities Marathon issues at an original issue discount, the portion of such principal amount that we will specify in the applicable prospectus supplement) to be due and payable. If an event of default relating to any event of bankruptcy, insolvency or reorganization of Marathon occurs, the principal of all the senior debt securities then outstanding (or, in the case of any senior debt securities Marathon issues at an original issue discount, the portion of such principal amount that we will specify in the applicable prospectus supplement) will become immediately due and payable without any action on the part of the applicable trustee or any holder. The holders of a majority in principal amount of the outstanding senior debt securities of any series affected by the default may in some cases rescind this accelerated payment requirement. Depending on the terms of our other indebtedness, an event of default may give rise to cross defaults on our other indebtedness.

        Any past default with respect to a series of senior debt securities may be waived on behalf of all holders of those senior debt securities by at least a majority in principal amount of the holders of the outstanding senior debt securities of that series, except a default:

•

in the payment of principal of or any premium or interest on any senior debt security of that series; or



•

respecting a covenant or provision that cannot be modified without the consent of the holder of each outstanding senior debt security of that series.

Any default that is so waived will cease to exist and any event of default arising from that default will be deemed to be cured for every purpose under the senior indenture, but no such waiver will extend to any subsequent or other default or impair any right arising from a subsequent or other default.

        A holder of a senior debt security of any series will be able to pursue any remedy under the senior indenture only if:

•

the holder has given prior written notice to the trustee of a continuing event of default with respect to the senior debt securities of that series;



•

the holders of at least 25% in principal amount of the outstanding senior debt securities of that series have made a written request to the trustee to institute proceedings with respect to the event of default;



•

the holders making the request have offered the trustee reasonable indemnity against costs, expenses and liabilities to be incurred in compliance with the request;



•

the trustee for 60 days after its receipt of the notice, request and offer of indemnity has failed to institute any such proceeding; and

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•

during that 60-day period, the holders of a majority in principal amount of the senior debt securities of that series do not give the trustee a direction inconsistent with the request.

Holders of senior debt securities, however, are entitled at any time to bring a lawsuit for the payment of principal and interest due on their debt securities on or after its due date.

        It is intended that rights provided for holders under the senior indenture are for the equal and ratable benefit of all such holders.

Modification of the Senior Indenture

        Marathon and the trustee may modify the senior indenture without the consent of the holders of the senior debt securities for one or more of the following purposes:

•

to evidence the succession of another person to Marathon;



•

to add to covenants for the benefit of the holders of senior debt securities or to surrender any right or power conferred on Marathon by the senior indenture;



•

to add additional events of default for the benefit of holders of all or any series of senior debt securities;



•

to add or change provisions of the senior indenture to allow the issuance of senior debt securities in other forms;



•

to add to, change or eliminate any of the provisions of the senior indenture respecting one or more series of senior debt securities under conditions the senior indenture specifies;



•

to secure the senior debt securities under the requirements of the senior indenture or otherwise;



•

to establish the form or terms of senior debt securities of any series as permitted by the senior indenture;



•

to evidence the appointment of a successor trustee; or



•

to cure any ambiguity or to correct or supplement any provision of the senior indenture that may be defective or inconsistent with any other provision in the senior indenture, or to make any other provisions with respect to matters or questions arising under the senior indenture as shall not adversely affect the interests of the holders of senior debt securities of any series in any material respect.

Marathon and the trustee may otherwise modify the senior indenture or any supplemental senior indenture with the consent of the holders of not less than a majority in aggregate principal amount of each series of senior debt securities affected. However, without the consent of the holder of each outstanding senior debt security affected, no modification may:

•

change the fixed maturity or reduce the principal amount, reduce the rate or extend the time of payment of any premium or interest thereon, or change the currency in which the senior debt securities are payable, or adversely affect any right of the holder of any senior debt security to require Marathon to repurchase that senior debt security; or



•

reduce the percentage of senior debt securities required for consent to any such modification or supplemental indenture.

Satisfaction and Discharge; Defeasance Under the Senior Indenture

        The senior indenture will be satisfied and discharged if:

•

Marathon delivers to the trustee all senior debt securities then outstanding for cancellation; or

35

•

all senior debt securities have become due and payable or are to become due and payable within one year or are to be called for redemption within one year and Marathon deposits an amount of cash sufficient to pay the principal of and premium, if any, and interest on those senior debt securities to the date of maturity or redemption.

        In addition to the right of discharge described above, we may deposit with the trustee funds or government securities sufficient to make payments on the senior debt securities of a series on the dates those payments are due and payable, then, at our option, either of the following will occur:

•

we will be discharged from our obligations with respect to the senior debt securities of that series ("legal defeasance"); or



•

we will no longer have any obligation to comply with the restrictive covenants under the senior indenture, and the related events of default will no longer apply to us, but some of our other obligations under the senior indenture and the senior debt securities of that series, including our obligation to make payments on those senior debt securities, will survive ("covenant defeasance").

        If we defease a series of senior debt securities, the holders of the senior debt securities of the series affected will not be entitled to the benefits of the senior indenture, except for our obligations to:

•

register the transfer or exchange of senior debt securities;



•

replace mutilated, destroyed, lost or stolen senior debt securities; and



•

maintain paying agencies and hold moneys for payment in trust.

        As a condition to either legal defeasance or covenant defeasance, we must deliver to the trustee an opinion of counsel that the holders of the senior debt securities will not recognize gain or loss for federal income tax purposes as a result of the action.

Subordinated Debt Securities

        Although the senior indenture and the subordinated indenture are generally similar and many of the provisions discussed above pertain to both senior and subordinated debt securities, there are many substantive differences between the two indentures. This section discusses some of those differences.

Subordination

        Subordinated debt securities will be subordinate, in right of payment, to all "senior debt," which the subordinated indenture defines to mean, with respect to Marathon, the principal of and premium, if any, and interest on:

•

all indebtedness of Marathon, whether outstanding on the date of the subordinated indenture or subsequently created, incurred or assumed, which is for money borrowed, or evidenced by a note or similar instrument given in connection with the acquisition of any business, properties or assets, including securities;



•

any indebtedness of others of the kinds described in the preceding clause for the payment of which Marathon is responsible or liable (directly or indirectly, contingently or otherwise) as guarantor or otherwise; and



•

amendments, renewals, extensions and refundings of any indebtedness described in the two preceding clauses, unless in any instrument or instruments evidencing or securing that indebtedness or pursuant to which the same is outstanding, or in any such amendment, renewal, extension or refunding, it is expressly provided that such indebtedness is not superior in right of payment to the subordinated debt securities of any series.

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Terms of Subordinated Debt Securities May Contain Conversion or Exchange Provisions

        The prospectus supplement for a particular series of subordinated debt securities will include some or all of the specific terms discussed above under "—General" and "—Terms." Additionally, the prospectus supplement may contain subordination provisions (to the extent that those provisions might differ from those provided in the subordinated indenture) and, if applicable, conversion or exchange provisions.

Modification of the Subordinated Indenture

        The subordinated indenture may be modified by Marathon and the trustee without the consent of the holders of the subordinated debt securities for one or more of the purposes we discuss above under "—Modification of the Senior Indenture." Additionally, Marathon and the trustee may modify the subordinated indenture to make provision with respect to any conversion or exchange rights as contemplated in that indenture.

Defeasance of Subordinated Debt Securities

        The subordination of the subordinated debt securities is expressly made subject to the provisions for legal defeasance and covenant defeasance (for similar provisions, see "—Satisfaction and Discharge; Defeasance Under the Senior Indenture.") On the effectiveness of any legal defeasance or covenant defeasance with respect to outstanding subordinated debt securities, those debt securities will cease to be subordinated.

Junior Subordinated Debt Securities

        Although the senior indenture and the junior subordinated indenture are generally similar and many of the provisions discussed above pertain to both senior and junior subordinated debt securities, there are many substantive differences between the two indentures. This section discusses some of those differences.

Subordination

        Junior subordinated debt securities will be subordinate, in right of payment, to all "senior debt," which the junior subordinated indenture defines similarly to the subordinated indenture discussed above under "—Subordinated Debt Securities—Subordination." Under the junior subordinated indenture, "senior debt" would include any subordinated debt securities of Marathon that are not, by their terms, subordinated to or equal in right of payment with the junior subordinated debt securities.

Terms of Junior Subordinated Debt Securities May Contain Conversion or Exchange Provisions

        The prospectus supplement for a particular series of junior subordinated debt securities will include some or all of the specific terms discussed above under "—General" and "—Terms." Additionally, the prospectus supplement may contain subordination provisions (to the extent that those provisions might differ from those provided in the junior subordinated indenture) and, if applicable, conversion or exchange provisions.

Modification of the Junior Subordinated Indenture

        The junior subordinated indenture may be modified by Marathon and the trustee without the consent of the holders of the junior subordinated debt securities for one or more of the purposes we discuss above under "—Modification of the Senior Indenture." Additionally, Marathon and the trustee may modify the junior subordinated indenture to make provision with respect to any conversion or exchange rights as contemplated in that indenture.

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Defeasance of Junior Subordinated Debt Securities

        The subordination of the junior subordinated debt securities is expressly made subject to the provisions for legal defeasance and covenant defeasance (for similar provisions, see "—Satisfaction and Discharge; Defeasance Under the Senior Indenture.") On the effectiveness of any legal defeasance or covenant defeasance with respect to outstanding junior subordinated debt securities, those debt securities will cease to be subordinated.

Governing Law

        New York law will govern the indentures and the debt securities.

The Trustees

        JPMorgan Chase Bank is the trustee under each of the senior and the subordinated indentures. The Bank of New York will be the trustee under the junior subordinated indenture. JPMorgan Chase Bank is also the trustee under a senior indenture dated June 14, 2002 among Marathon Global Funding Corporation, as issuer, Marathon, as guarantor, and JPMorgan Chase Bank (the "Marathon Global Indenture"). As of June 30, 2002, $1.45 billion in aggregate principal amount of our senior unsecured notes was outstanding under the senior indenture and $400 million in aggregate principal amount of Marathon Global Funding Corporation's senior unsecured notes, fully and unconditionally guaranteed by Marathon, was outstanding under the Marathon Global Indenture.

        If an event of default occurs and is continuing, the trustee under each applicable indenture must use the degree of care and skill of a prudent person in the conduct of his own affairs. A trustee will become obligated to exercise any of its powers under an indenture at the request of any of the holders of any debt securities issued under that indenture only after those holders have offered the trustee indemnity reasonably satisfactory to it.

        Each indenture limits the right of the trustee, if it is one of our creditors, to obtain payment of claims or to realize on certain property received for any such claim, as security or otherwise. A trustee may engage in other transactions with us. If it acquires any conflicting interest, however, it must eliminate that conflict or resign.

Exchange, Registration and Transfer

        Debt securities of any series will be exchangeable for other debt securities of the same series with the same total principal amount and the same terms but in different authorized denominations in accordance with the applicable indenture. Holders may present registered debt securities for registration of transfer at the office of the security registrar or any transfer agent we designate. The security registrar or transfer agent will effect the transfer or exchange when it is satisfied with the documents of title and identity of the person making the request.

        Unless we inform you otherwise in the prospectus supplement, we will appoint the trustee under each indenture as security registrar for the debt securities we issue in registered form under that indenture. If the prospectus supplement refers to any transfer agent initially designated by us, we may at any time rescind that designation or approve a change in the location through which any transfer agent acts. We will be required to maintain an office or agency for transfers and exchanges in each place of payment. We may at any time designate additional transfer agents for any series of debt securities or rescind the designation of any transfer agent. No service charge will be made for any registration of transfer or exchange of those securities. Marathon or the trustee may, however, require the payment of any tax or other governmental charge payable for that registration.

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        In the case of any redemption, neither the security registrar nor the transfer agent will be required to register the transfer of or exchange of any debt security:

•

during a period beginning 15 business days before the day of mailing of the relevant notice of redemption and ending on the close of business on that day of mailing; or



•

if we have called the debt security for redemption in whole or in part, except the unredeemed portion of any debt security being redeemed in part.

Payment and Paying Agents

        Unless we inform you otherwise in the prospectus supplement, we will make payments on the debt securities in U.S. dollars at the office of the applicable trustee or any paying agent we designate. At our option, we may make payments by check mailed to the holder's registered address or, with respect to global debt securities, by wire transfer. Unless we inform you otherwise in the prospectus supplement, we will make interest payments to the person in whose name the debt security is registered at the close of business on the record date for the interest payment.

        Unless we inform you otherwise in the prospectus supplement, we will designate the trustee under each indenture as our paying agent for payments on debt securities we issue under that indenture. We may at any time designate additional paying agents or rescind the designation of any paying agent or approve a change in the office through which any paying agent acts.

        Subject to the requirements of any applicable abandoned property laws, the trustee and paying agent will repay to us on our written request any funds they hold for payments on the debt securities that remain unclaimed for two years after the date upon which that payment has become due. After repayment to us, holders entitled to those funds must look only to us for payment.

Book-entry Debt Securities

        We may issue the debt securities of a series in the form of one or more global debt securities that would be deposited with a depositary or its nominee identified in the prospectus supplement. We may issue global debt securities in either temporary or permanent form. We will describe in the prospectus supplement the terms of any depositary arrangement and the rights and limitations of owners of beneficial interests in any global debt security.

Description of Stock Purchase Contracts
and Stock Purchase Units

        We may issue stock purchase contracts, including contracts obligating holders to purchase from us, and obligating us to sell to the holders, a specified number of shares of common stock at a future date or dates. We may fix the price per share of common stock and the number of shares of common stock at the time the stock purchase contracts are issued or by reference to a specific formula set forth in the stock purchase contracts. We may issue the stock purchase contracts separately or as part of units, which we refer to as "stock purchase units," consisting of a stock purchase contract and debt securities, trust preferred securities or debt obligations of third parties, including U.S. treasury securities, securing the holders' obligations to purchase the common stock under the stock purchase contracts. The stock purchase contracts may require holders to secure their obligations under the stock purchase contracts in a specified manner. The stock purchase contracts also may require us to make periodic payments to the holders of the stock purchase units or vice versa, and such payments may be unsecured or refunded on some basis.

        The applicable prospectus supplement will describe the terms of the stock purchase contracts or stock purchase units. The description in the prospectus supplement will not necessarily be complete, and reference will be made to the stock purchase contracts and, if applicable, collateral or depositary

39

arrangements relating to the stock purchase contracts or stock purchase units. The applicable prospectus supplement will also describe material United States federal income tax considerations applicable to the stock purchase units and the stock purchase contracts.

Description of Capital Stock

        Marathon's authorized capital stock consists of:

•

550,000,000 shares of common stock; and



•

26,000,000 shares of preferred stock, issuable in series.

Each authorized share of common stock has a par value of $1.00. The authorized shares of preferred stock have no par value. As of July 31, 2002, 309,815, 967 shares of common stock were issued and outstanding, including 2,350,011 shares of common stock that we had repurchased and were holding as treasury shares. As of July 31, 2002, no shares of Marathon's preferred stock were issued and outstanding.

        In the discussion that follows, we have summarized provisions of Marathon's restated certificate of incorporation and by-laws relating to its capital stock, as well as provisions of the rights agreement between Marathon and National City Bank, as rights agent. You should read the provisions of the restated certificate of incorporation, by-laws and rights agreement as currently in effect for more details regarding the provisions described below and for other provisions that may be important to you. We have filed copies of those documents with the SEC, and they are incorporated by reference as exhibits to the registration statement. See "Where You Can Find More Information."

Common Stock

        Each share of common stock has one vote in the election of each director and on all other matters voted on generally by the stockholders. No share of common stock affords any cumulative voting rights. This means that the holders of a majority of the voting power of the shares voting for the election of directors can elect all directors to be elected if they choose to do so. Marathon's board of directors may grant holders of preferred stock, in the resolutions creating the series of preferred stock, the right to vote on the election of directors or any questions affecting Marathon.

        Holders of common stock will be entitled to dividends in such amounts and at such times as Marathon's board of directors in its discretion may declare out of funds legally available for the payment of dividends. Dividends on the common stock will be paid at the discretion of Marathon's board of directors after taking into account various factors, including:

•

our financial condition and performance;



•

our cash needs and capital investment plans;



•

our obligations to holders of any preferred stock we may issue;



•

income tax consequences; and



•

the restrictions Delaware and other applicable laws and our credit arrangements then impose.

In addition, the terms of the loan agreements, indentures and other agreements we enter into from time to time may restrict the payment of cash dividends.

        If Marathon liquidates or dissolves its business, the holders of common stock will share ratably in all assets available for distribution to stockholders after Marathon's creditors are paid in full and the holders of all series of Marathon's outstanding preferred stock, if any, receive their liquidation preferences in full.

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        The common stock has no preemptive rights and is not convertible or redeemable or entitled to the benefits of any sinking or repurchase fund. All issued and outstanding shares of common stock are fully paid and nonassessable. Any shares of common stock Marathon may offer and sell under this prospectus will also be fully paid and nonassessable.

        Marathon's outstanding shares of the common stock are listed on the New York Stock Exchange, the Pacific Stock Exchange and the Chicago Stock Exchange and trade under the symbol "MRO." Any additional shares of common stock Marathon may offer and sell under this prospectus will also be listed on those stock exchanges.

        The transfer agent and registrar for the common stock is National City Bank.

Preferred Stock

        At the direction of its board of directors, without any action by the holders of its common stock, Marathon may issue one or more series of preferred stock from time to time. Marathon's board of directors can determine the number of shares of each series of preferred stock and the designation, powers, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions applicable to any of those rights, including dividend rights, voting rights, conversion or exchange rights, terms of redemption and liquidation preferences, of each series.

        The prospectus supplement relating to any series of preferred stock Marathon offers will include specific terms relating to the offering. These terms will include some or all of the following:

•

the series designation of the preferred stock;



•

the maximum number of shares of the series;



•

the dividend rate or the method of calculating the dividend, the date from which dividends will accrue and whether dividends will be cumulative;



•

any liquidation preference;



•

any optional redemption provisions;



•

any sinking fund or other provisions that would obligate us to redeem or repurchase the preferred stock;



•

any terms for the conversion or exchange of the preferred stock for any other securities;



•

any voting rights; and



•

any other preferences and relative, participating, optional or other special rights or any qualifications, limitations or restrictions on the rights of the shares.

        Any preferred stock Marathon offers and sells under this prospectus will be fully paid and nonassessable.

        The registration statement will include the certificate of designation as an exhibit or will incorporate the certificate of designation by reference. You should read that document for provisions that may be important to you.

        The existence of undesignated preferred stock may enable Marathon's board of directors to render more difficult or to discourage an attempt to obtain control of Marathon by means of a tender offer, proxy contest, merger or otherwise, and thereby to protect the continuity of its management. The issuance of shares of preferred stock may adversely affect the rights of the holders of common stock. For example, any preferred stock issued may rank prior to the common stock as to dividend rights, liquidation preference or both, may have full or limited voting rights and may be convertible into shares of common stock. As a result, the issuance of shares of preferred stock may discourage bids for

41

common stock or may otherwise adversely affect the market price of the common stock or any existing preferred stock.

The Rights Agreement

        Marathon has entered into a rights agreement with National City Bank, as rights agent, providing for the issuance of preferred stock purchase rights to holders of common stock. Under the plan, each share of common stock currently includes one right to purchase from Marathon one one-hundredth of a share of its series A junior preferred stock at an exercise price of $110.00 per unit, subject to adjustment. We have summarized selected provisions of the rights agreement below. You should read the rights agreement for more details regarding the provisions described below and for other provisions that may be important to you. We have filed a copy of the rights agreement with the SEC, and it is incorporated by reference as an exhibit to the registration statement. See "Where You Can Find More Information."

        Under the rights agreement, each right will become exercisable, subject to some exceptions the rights agreement specifies, after any person or group of affiliated or associated persons has become an "acquiring person" by acquiring, obtaining the right to acquire or making a tender or an exchange offer for 15% or more of the outstanding voting power represented by Marathon's outstanding common stock, except pursuant to a qualifying all-cash tender offer for all outstanding common stock which results in the offeror's owning common stock representing a majority of the voting power (other than common stock beneficially owned by the offeror immediately prior to the offer) (a "qualifying offer").

        If the rights become exercisable, each right will entitle the holder, other than the acquiring person or group, to purchase one one-hundredth of a share of Marathon's series A junior preferred stock by paying the exercise price. Following the acquisition by any person or group of affiliated or associated persons of 15% or more of the outstanding voting power represented by Marathon's outstanding common stock (other than pursuant to a qualifying offer), each holder other than the acquiring person or group may purchase shares of Marathon common stock (or, in some circumstances, cash, property or other securities of Marathon) having a market value of twice the exercise price. After a person or group of affiliated or associated persons has acquired 15% or more of the outstanding voting power, if Marathon engages in a merger or other business combination where it is not the surviving corporation or where it is the surviving corporation and its common stock is changed or exchanged, or if 50% or more of its assets, earnings power or cash flow is sold or transferred, each right will entitle the holder to purchase common stock of the acquiring entity having a market value of twice the exercise price.

        Marathon's board of directors may, at any time until ten days after the public announcement that a person or group of affiliated or associated persons has become an acquiring person, cause Marathon to redeem the rights in whole, but not in part, at a redemption price of $.01 per right, subject to adjustment for any stock split, stock dividend or similar transaction occurring before the date of redemption. At its option, Marathon may pay that redemption price in cash, shares of its common stock or any other consideration its board of directors selects. After a person becomes an acquiring person, the right of redemption is subject to some limitations. The agreement does not, however, prevent a stockholder from conducting a proxy contest to remove and replace members of Marathon's board with directors who then vote to redeem the rights, if those actions are taken prior to the time that the stockholder becomes an acquiring person. The rights will not be exercisable after a person or group of affiliated or associated persons has become an acquiring person until the rights are no longer redeemable. If Marathon's board of directors timely orders the redemption of the rights, the rights will terminate on the effectiveness of that action.

        The number of outstanding rights associated with a share of common stock, the number of fractional shares of series A junior preferred stock issuable on exercise of a right and the exercise price of the rights are subject to adjustment in the event of a stock dividend on, or a subdivision,

42

combination or reclassification of, the common stock. The exercise price of the rights and the number of fractional shares of series A junior preferred stock or other securities or property issuable on exercise of the rights also are subject to adjustment from time to time to prevent dilution in the event of some transactions affecting the series A junior preferred stock.

        Under some circumstances, Marathon's board of directors has the option to exchange one share of common stock for each exercisable right, subject to adjustment for any stock split, stock dividend or similar transaction occurring before the date of exchange.

        The rights will expire on October 9, 2009, unless Marathon's board of directors determines to extend that expiration date or to redeem or exchange the rights on some earlier date.

        Until a right is exercised, the holder thereof, as such, will have no rights to vote or receive dividends or any other rights as a stockholder.

        The rights have anti-takeover effects. They will cause severe dilution to any person or group that attempts to acquire Marathon without the approval of its board of directors. As a result, the overall effect of the rights may be to render more difficult or discourage any attempt to acquire Marathon, even if the acquisition may be favorable to the interests of its stockholders. Because Marathon's board of directors can redeem the rights or approve a permitted offer, the rights should not interfere with a merger or other business combination that Marathon's board of directors approves.

Limitation on Directors' Liability

        Delaware law authorizes Delaware corporations to limit or eliminate the personal liability of their directors to them and their stockholders for monetary damages for breach of a director's fiduciary duty of care. The duty of care requires that, when acting on behalf of the corporation, directors must exercise an informed business judgment based on all material information reasonably available to them. Absent the limitations Delaware law authorizes, directors of Delaware corporations are accountable to those corporations and their stockholders for monetary damages for conduct constituting gross negligence in the exercise of their duty of care. Delaware law enables Delaware corporations to limit available relief to equitable remedies such as injunction or rescission. Marathon's restated certificate of incorporation limits the liability of the members of its board of directors by providing that no director will be personally liable to Marathon or its stockholders for monetary damages for any breach of the director's fiduciary duty as a director, except for liability:

•

for any breach of the director's duty of loyalty to Marathon or its stockholders;



•

for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;



•

for unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; and



•

for any transaction from which the director derived an improper personal benefit.

        This provision could have the effect of reducing the likelihood of derivative litigation against Marathon's directors and may discourage or deter Marathon's stockholders or management from bringing a lawsuit against Marathon's directors for breach of their duty of care, even though such an action, if successful, might otherwise have benefited Marathon and its stockholders. Marathon's by-laws provide indemnification to its officers and directors and other specified persons with respect to their conduct in various capacities.

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Statutory Business Combination Provision

        As a Delaware corporation, Marathon is subject to Section 203 of the Delaware General Corporation Law. In general, Section 203 prevents an "interested stockholder," which is defined generally as a person owning 15% or more of a Delaware corporation's outstanding voting stock or any affiliate or associate of that person, from engaging in a broad range of "business combinations" with the corporation for three years following the date that person became an interested stockholder unless:

•

before that person became an interested stockholder, the board of directors of the corporation approved the transaction in which that person became an interested stockholder or approved the business combination;



•

on completion of the transaction that resulted in that person's becoming an interested stockholder, that person owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, other than stock held by (1) directors who are also officers of the corporation or (2) any employee stock plan that does not provide employees with the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or



•

following the transaction in which that person became an interested stockholder, both the board of directors of the corporation and the holders of at least two-thirds of the outstanding voting stock of the corporation not owned by that person approve the business combination.

        Under Section 203, the restrictions described above also do not apply to specific business combinations proposed by an interested stockholder following the announcement or notification of designated extraordinary transactions involving the corporation and a person who had not been an interested stockholder during the previous three years or who became an interested stockholder with the approval of a majority of the corporation's directors, if a majority of the directors who were directors prior to any person's becoming an interested stockholder during the previous three years, or were recommended for election or elected to succeed those directors by a majority of those directors, approve or do not oppose that extraordinary transaction.

Other Matters

        Some of the provisions of Marathon's restated certificate of incorporation and by-laws discussed below may have the effect, either alone or in combination with the provisions of Marathon's restated certificate of incorporation that we have discussed above, the Marathon rights agreement and Section 203 of the Delaware General Corporation Law, of making more difficult or discouraging a tender offer, proxy contest, merger or other takeover attempt that Marathon's board of directors opposes but that a stockholder might consider to be in its best interest.

        Marathon's restated certificate of incorporation provides that its stockholders may act only at an annual or special meeting of stockholders and may not act by written consent. Marathon's by-laws provide that only its board of directors may call a special meeting of its stockholders.

        Marathon's restated certificate of incorporation provides for a classified board of directors. Marathon's board of directors is divided into three classes, with the directors of each class as nearly equal in number as possible. At each annual meeting of Marathon's stockholders, the term of a different class of Marathon's directors will expire. As a result, the stockholders will elect approximately one-third of Marathon's board of directors each year. Board classification could prevent a party who acquires control of a majority of Marathon's outstanding voting stock from obtaining control of its board of directors until the second annual stockholders' meeting following the date that party obtains that control.

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        Marathon's restated certificate of incorporation provides that the number of directors will be fixed from time to time by, or in the manner provided in, its by-laws, but will not be less than three. It also provides that directors may be removed only for cause. This provision, along with provisions authorizing the board of directors to fill vacant directorships, will prevent stockholders from removing incumbent directors without cause and filling the resulting vacancies with their own nominees.

        Marathon's by-laws contain advance-notice and other procedural requirements that apply to stockholder nominations of persons for election to the board of directors at any annual meeting of stockholders and to stockholder proposals that stockholders take any other action at any annual meeting. A stockholder proposing to nominate a person for election to the board of directors or proposing that any other action be taken at an annual meeting of stockholders must give Marathon's corporate secretary written notice of the proposal not less than 45 days and not more than 75 days before the first anniversary of the date on which Marathon first mailed its proxy materials for the immediately preceding year's annual meeting of stockholders. These stockholder proposal deadlines are subject to exceptions if the pending annual meeting date is more than 30 days prior to or more than 30 days after the first anniversary of the immediately preceding year's annual meeting. Marathon's by-laws prescribe specific information that any such stockholder notice must contain. These advance-notice provisions may have the effect of precluding a contest for the election of directors or the consideration of stockholder proposals if the proper procedures are not followed, and of discouraging or deterring a third party from conducting a solicitation of proxies to elect its own slate of directors or to approve its own proposal, without regard to whether consideration of those nominees or proposals might be harmful or beneficial to Marathon and its stockholders.

        Marathon's restated certificate of incorporation provides that its stockholders may adopt, amend and repeal its by-laws at any regular or special meeting of stockholders by an affirmative vote of at least two-thirds of the shares outstanding and entitled to vote on that action, provided the notice of intention to adopt, amend or repeal the by-laws has been included in the notice of that meeting.

Plan of Distribution

        We and the trusts may sell the offered securities in and outside the United States (1) through underwriters or dealers, (2) directly to purchasers or (3) through agents. The prospectus supplement will set forth the following information:

•

the terms of the offering;



•

the names of any underwriters or agents;



•

the name or names of any managing underwriter or underwriters;



•

the purchase price of the securities from us or the trusts;



•

the net proceeds we or the trusts will receive from the sale of the securities;



•

the place and time of delivery of the securities;



•

any delayed delivery arrangements;



•

any underwriting discounts, commissions and other items constituting underwriters' compensation;



•

any initial public offering price;



•

any discounts or concessions allowed or reallowed or paid to dealers; and



•

any commissions paid to agents.

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Sale Through Underwriters or Dealers

        If we or the trusts use underwriters in the sale of the offered securities, the underwriters will acquire the securities for their own account. The underwriters may resell the securities from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. Underwriters may offer securities to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more firms acting as underwriters. Unless we inform you otherwise in the prospectus supplement, the obligations of the underwriters to purchase the securities will be subject to several conditions, and the underwriters will be obligated to purchase all the offered securities if they purchase any of them. The underwriters may change from time to time any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers.

        If we or the trusts use underwriters in the sale of the offered securities, rules of the SEC may limit the ability of the underwriters and certain selling group members to bid for and purchase our securities until the distribution of the offered securities is completed. As an exception to these rules, the underwriters are permitted to engage in certain transactions that stabilize, maintain or otherwise affect the price of the offered securities.

        In connection with an underwritten offering, the underwriters may make short sales of the offered securities and may purchase our securities on the open market to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of securities than they are required to purchase in the offering. "Covered" short sales are made in an amount not greater than the over-allotment option we may grant to the underwriters in connection with the offering. The underwriters may close out any covered short position by either exercising the over-allotment option or purchasing our securities in the open market. In determining the source of securities to close out the covered short position, the underwriters will consider, among other things, the price of securities available for purchase in the open market as compared to the price at which they may purchase securities through the over-allotment option. "Naked" short sales are sales in excess of the over-allotment option. The underwriters must close out any naked short position by purchasing our securities in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the securities in the open market after pricing that could adversely affect investors who purchase in the offering.

        The underwriters may also impose a penalty bid on certain selling group members. This means that if the underwriters purchase our securities in the open market to reduce the selling group members' short position or to stabilize the price of the securities, they may reclaim the amount of the selling concession from the selling group members who sold those securities as part of the offering.

        In general, purchases of a security for the purpose of stabilization or to reduce a short position could cause the price of the security to be higher than it might be in the absence of those purchases or those purchases could prevent or retard a decline in the price of the security. The imposition of a penalty bid might also have an effect on the price of a security to the extent that it were to discourage resales of the security.

        We, the trusts and the underwriters will not make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the offered securities. In addition, we, the trusts and the underwriters will not make any representation that the underwriters will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.

        If we or the trusts use dealers in the sale of securities, we or the trusts will sell the securities to them as principals. They may then resell those securities to the public at varying prices determined by

46

the dealers at the time of resale. We will include in the prospectus supplement the names of the dealers and the terms of the transaction.

Direct Sales and Sales Through Agents

        We and the trusts may sell the securities directly. In that event, no underwriters or agents would be involved. We and the trusts may also sell the securities through agents we designate from time to time. In the prospectus supplement, we will name any agent involved in the offer or sale of the offered securities, and we will describe any commissions payable by us to the agent. Unless we inform you otherwise in the prospectus supplement, any agent will agree to use its reasonable best efforts to solicit purchases for the period of its appointment.

        We and the trusts may sell the securities directly to institutional investors or others who may be deemed to be underwriters within the meaning of the Securities Act of 1933 with respect to any sale of those securities. We will describe the terms of any such sales in the prospectus supplement.

Delayed Delivery Contracts

        If we so indicate in the prospectus supplement, we and the trusts may authorize agents, underwriters or dealers to solicit offers from various types of institutions to purchase securities from us or the trusts at the public offering price under delayed delivery contracts. These contracts would provide for payment and delivery on a specified date in the future. The contracts would be subject only to those conditions the prospectus supplement describes. The prospectus supplement will describe the commission payable for solicitation of those contracts.

General Information

        We and the trusts may have agreements with the agents, dealers and underwriters to indemnify them against civil liabilities, including liabilities under the Securities Act of 1933, or to contribute with respect to payments that the agents, dealers or underwriters may be required to make. Agents, dealers and underwriters may be customers of, engage in transactions with or perform services for us in the ordinary course of their businesses.

Legal Matters

        Richards, Layton & Finger, P.A., our special Delaware counsel and special Delaware counsel to the trusts, will issue opinions about the legality of the trust preferred securities, the enforceability of the applicable declaration of trust and the creation of the trusts for us. Baker Botts L.L.P., Houston, Texas, our outside counsel, will issue an opinion about the legality of Marathon's guarantees, debt securities, common stock purchase contracts and stock purchase units offered through this prospectus. Any underwriters will be advised about issues relating to any offering by their own legal counsel.

Experts

        The financial statements and the financial statement schedule incorporated in this prospectus by reference to the Annual Report on Form 10-K of Marathon Oil Corporation for the year ended December 31, 2001 have been so incorporated in reliance on the reports of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.

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Where You Can Find More Information

        Marathon files annual, quarterly and current reports, proxy statements and other information with the SEC. You can read and copy any materials filed by Marathon, including materials it filed under its former name, USX Corporation, with the SEC at the SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. You can obtain information about the operation of the SEC's public reference room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a Web site that contains information Marathon files electronically with the SEC, which you can access over the Internet at http://www.sec.gov. You can also obtain information about Marathon at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.

        This prospectus is part of a registration statement Marathon has filed with the SEC relating to the securities. This prospectus does not contain all the information the registration statement sets forth or includes in its exhibits and schedules, in accordance with the rules and regulations of the SEC, and we refer you to that omitted information. The statements this prospectus makes pertaining to the content of any contract, agreement or other document that is an exhibit to the registration statement necessarily are summaries of their material provisions, and we qualify them in their entirety by reference to those exhibits for complete statements of their provisions. The registration statement and its exhibits and schedules are available at the SEC's public reference room or through its Web site.

        The SEC allows us to "incorporate by reference" the information Marathon files with it, which means we can disclose important information to you by referring you to those documents. The information we incorporate by reference is an important part of this prospectus, and later information that Marathon files with the SEC will automatically update and supersede that information. We incorporate by reference the documents listed below, and any future filings Marathon makes with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until all the offered securities are sold or after the date on which the registration statement that includes this prospectus was initially filed with the SEC and before the effectiveness of such registration statement:

•

our annual report on Form 10-K for the year ended December 31, 2001;



•

our quarterly reports on Form 10-Q for the quarters ended March 31, 2002 and June 30, 2002;



•

our current reports on Form 8-K filed January 3, 2002 (as amended by a Form 8-K/A filed on January 16, 2002), February 27, 2002, March 4, 2002, May 29, 2002 and June 21, 2002;



•

the description of the common stock included in our Form 8 amendment to the registration statement on Form 8-B filed with the SEC on April 11, 1991; and



•

the description of the rights to purchase preferred stock included in our registration statement on Form 8-A filed with the SEC on September 28, 1999, as amended.

        We will provide without charge to each person, including any beneficial owner, to whom a copy of this prospectus has been delivered, upon written or oral request, a copy of any or all the documents we incorporate by reference in this prospectus, other than any exhibit to any of those documents, unless we have specifically incorporated that exhibit by reference into the information this prospectus incorporates. You may request copies by writing or telephoning Marathon at the following address:

Marathon Oil Corporation
5555 San Felipe Road
Houston, Texas 77056-2723
Attention: Corporate Secretary
Telephone: (713) 629-6600

You should rely only on the information we have provided or incorporated by reference in this prospectus or any prospectus supplement or pricing supplement. We have not authorized any person

48

(including any salesman or broker) to provide information other than that which this prospectus or any prospectus supplement or pricing supplement provides. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the information in this prospectus or any prospectus supplement is accurate as of any date other than the date on its cover page or that any information in any document we have incorporated by reference is accurate as of any date other than the date of the document incorporated by reference. Accordingly, we urge you to review each document we subsequently file with the SEC and incorporate by reference as described above for updated information.

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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

        The following table sets forth expenses payable by Marathon Oil Corporation (the "Company") in connection with the issuance and distribution of the securities being registered. All the amounts shown are estimates, except the SEC registration fee.

SEC registration fee		$	251,687
Printing and engraving expenses			150,000
Legal fees and expenses			250,000
Accounting fees and expenses			100,000
Fees and expenses of trustee and counsel			50,000
Rating agency fees			1,200,000
Miscellaneous expenses			98,313
	Total	$	2,100,000

Item 15. Indemnification of Directors and Officers.

Delaware General Corporation Law

        Section 145 of the Delaware General Corporation Law (the "DGCL") empowers a Delaware corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director or officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnity may include expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by that person in connection with such action, suit or proceeding, provided that such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. A Delaware corporation may indemnify directors, officers, employees and others against expenses (including attorneys' fees) in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the person to be indemnified has been adjudged to be liable to the corporation. Where a director or an officer is successful on the merits or otherwise in the defense of any action referred to above or in defense of any claim, issue or matter therein, the corporation must indemnify that director or officer against the expenses (including attorneys' fees) which he or she actually and reasonably incurred in connection therewith.

        Section 102(b)(7) of the DGCL provides that a certificate of incorporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director (1) for any breach of the director's duty of loyalty to the corporation or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) under Section 174 of the DGCL or (4) for any transaction from which the director derived an improper personal benefit.

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Certificate of Incorporation and Bylaws

        Article Eleventh of the Company's restated certificate of incorporation states that:

        No director shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director, except (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this Article Eleventh shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

        In addition, Article V of the Company's by-laws provides that the Company shall indemnify and hold harmless to the fullest extent permitted by law any person who was or is made or is threatened to be made a party or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as an officer, director, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all expenses, liability and loss reasonably incurred or suffered by such person.

Marathon Financing Trusts

        Prior to the issuance of trust preferred securities by a trust, the existing declaration of trust pursuant to which the applicable trust is created will be amended and restated to provide that no trustee, affiliate of any trustee, or paying agent, and no officer, director, shareholder, member, partner, employee, representative or agent of any trustee, or employee or agent of such trust or of any of its affiliates (each of the foregoing being an "Indemnified Person"), will be liable for any loss, damage or claim incurred by such Indemnified Person arising out of or in connection with the acceptance or administration of the trust or trusts or by reason of any act or omission performed or omitted by such Indemnified Person in good faith on behalf of such trust and in a manner such Indemnified Person reasonably believed to be within the scope of the authority conferred on such Indemnified Person by the amended and restated declaration of trust or by law, except that an Indemnified Person shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Person's gross negligence (or, in the case of the property trustee of such trust, negligence) or willful misconduct with respect to such acts or omissions.

        In addition, the amended and restated declaration of trust will provide that, to the fullest extent permitted by applicable law, Marathon shall indemnify and hold harmless each Indemnified Person from and against any loss, liability, expense, damage or claim incurred by such Indemnified Person by reason of any act or omission performed or omitted by such Indemnified Person in good faith on behalf of that trust and in a manner such Indemnified Person reasonably believed to be within the scope of authority conferred on such Indemnified Person by the amended and restated declaration of trust, except that no Indemnified Person shall be entitled to be indemnified in respect of any loss, liability, expense, damage or claim incurred by such Indemnified Person by reason of gross negligence (or, in the case of the property trustee of the trust, negligence) or willful misconduct with respect to such acts or omissions.

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Indemnification Agreements and Insurance

        Agreements the Company may enter into with underwriters, dealers and agents who participate in the distribution of securities of the Company may contain provisions relating to the indemnification of the Company's officers and directors.

        The Company also maintains directors' and officers' liability insurance for its directors and officers that protects them from certain losses arising from claims or charges made against them in their capacities as directors or officers of the Company.

        The Company maintains insurance policies under which the Company's directors and officers are insured, within the limits and subject to the limitations of the policies, against certain expenses in connection with the defense of actions, suits or proceedings, and certain liabilities which might be imposed as a result of such actions, suits or proceedings, to which they are parties by reason of being or having been such directors or officers.

Item 16. Exhibits.*

Exhibit No.	Description of Exhibit
1.1	Form of Underwriting Agreement.
**2.1	Holding Company Reorganization Agreement dated as of July 1, 2001 by and among USX Corporation, USX HoldCo, Inc. and United States Steel LLC (incorporated by reference to Exhibit 2.1 to USX Corporation's Current Report on Form 8-K dated July 2, 2001 (File No. 1-05153)).
**2.2	Agreement and Plan of Reorganization, dated as of July 31, 2001, by and between USX Corporation and United States Steel LLC (incorporated by reference to Exhibit 2.1 to USX Corporation's Registration Statement on Form S-4 (Reg. No. 333-69090) ).
**4.1	Restated Certificate of Incorporation of Marathon Oil Corporation (incorporated by reference herein to Exhibit 3(a) to Maration Oil Corporation's Annual Report on Form 10-K for the year ended December 31, 2001 (File No. 1-05153)).
**4.2	By-laws of Marathon Oil Corporation (incorporated by reference herein to Exhibit 3.2 to USX Corporation's Current Report on Form 8-K dated July 2, 2001 (File No. 1-05153)).
**4.3	Specimen of Common Stock certificate (incorporated by reference to Exhibit 4.3 to Marathon Oil Corporation's (formerly USX Corporation) Registration Statement on Form S-3 (Reg. No. 333-88797)).
**4.4	Indenture ("Senior Indenture") relating to the Senior Debt Securities, with form of Senior Debt Securities (incorporated by reference to Exhibit 4.1 to Marathon Oil Corporation's Current Report on Form 8-K dated February 26, 2002 (File No. 1-05153)).
**4.5	Indenture ("Subordinated Indenture") relating to the Subordinated Debt Securities, with form of Subordinated Debt Securities (incorporated by reference to Exhibit 4.2 to Marathon Oil Corporation's Current Report on form 8-K dated February 26, 2002 (File No. 1-05153)).
4.6	Form of Indenture ("Junior Subordinated Indenture") relating to Junior Subordinated Debt Securities.

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**4.7	Rights Agreement between Marathon Oil Corporation and National City Bank, as Rights Agent, as amended (incorporated by reference to Exhibit 4.6 to Marathon Oil Corporation's (formerly USX Corporation) Registration Statement on Form S-3 (Reg. No. 333-88797)).
4.8	Declaration of Trust of Marathon Financing Trust I.
4.9	Declaration of Trust of Marathon Financing Trust II.
4.10	Form of Amended and Restated Declaration of Trust.
4.11	Certificate of Trust of Marathon Financing Trust I.
4.12	Certificate of Trust of Marathon Financing Trust II.
4.13	Form of Preferred Security Certificate (included in Exhibit 4.10).
4.14	Form of Marathon Oil Corporation Guarantee Agreement.
5.1	Opinion of Baker Botts L.L.P.
5.2	Opinion of Richards, Layton & Finger, P.A. relating to the validity of the trust preferred securities of Marathon Financing Trust I.
5.3	Opinion of Richards, Layton & Finger, P.A. relating to the validity of the trust preferred securities of Marathon Financing Trust II.
**12.1	Statement showing computation of ratios of earnings to combined fixed charges and preferred stock dividends (incorporated by reference to Exhibit 12.1 to Marathon Oil Corporation's quarterly report on Form 10-Q for the quarter ended June 30, 2002 (File No. 1-05153)).
**12.2	Statement showing computation of ratios of earnings to fixed charged (incorporated by reference to Exhibit 12.2 to Marathon Oil Corporation's quarterly report on Form 10-Q for the quarter ended June 30, 2002 (File No. 1-05153)).
23.1	Consent of PricewaterhouseCoopers LLP.
23.2	Consent of Baker Botts L.L.P. (included in Exhibit 5.1).
23.3	Consents of Richards, Layton & Finger, P.A. (included in Exhibits 5.2 and 5.3).
24.1	Powers of Attorney.
25.1	Statement of Eligibility of Trustee under the Senior Indenture on Form T-1.
25.2	Statement of Eligibility of Trustee under the Subordinated Indenture on Form T-1.
25.3	Statement of Eligibility of Trustee under the Junior Subordinated Indenture on Form T-1.
25.4	Statement of Eligibility of Trustee, as property trustee, relating to Marathon Financing Trust I, on Form T-1.

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25.5	Statement of Eligibility of Trustee, as property trustee, relating to Marathon Financing Trust II, on Form T-1.
25.6	Statement of Eligibility of Trustee, as guarantee trustee, relating to Marathon Financing Trust I, on Form T-1.
25.7	Statement of Eligibility of Trustee, as guarantee trustee, relating to Marathon Financing Trust II, on Form T-1.

*

The Company will file as an exhibit to a current report on Form 8-K (i) any underwriting agreement relating to securities offered hereby, (ii) the instruments setting forth the terms of any debt securities, preferred stock, warrants or stock purchase contracts, (iii) any additional required opinion of counsel to the Company as to the legality of the securities offered hereby or (iv) any required opinion of counsel to the Company as to certain tax matters relative to securities offered hereby.

**

Incorporated by reference to the filing indicated.

Item 17. Undertakings.

(a)

The undersigned registrants hereby undertake:



(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:



(i)

To include any prospectus required by section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act");



(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and



(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

        (b)  The undersigned registrants hereby undertake that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (c)  Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, each registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by a registrant of expenses incurred or paid by a director, officer or controlling person of such registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, such registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

        (d)  The undersigned registrants hereby undertake that:

(1)

For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.



(2)

For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Marathon Oil Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, the State of Texas, on September 5, 2002.

MARATHON OIL CORPORATION
By:	/s/  CLARENCE P. CAZALOT, JR.
	Clarence P. Cazalot, Jr. President and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on September 5, 2002.

Signature	Title
/s/  CLARENCE P. CAZALOT, JR. Clarence P. Cazalot, Jr.	President, Chief Executive Officer and Director (Principal Executive Officer)
/s/  JOHN T. MILLS John T. Mills	Chief Financial Officer (Principal Financial Officer)
/s/  ALBERT G. ADKINS Albert G. Adkins	Vice President-Accounting and Controller (Principal Accounting Officer)
/s/  DAVID A. DABERKO* David A. Daberko	Director
/s/  WILLIAM L. DAVIS* William L. Davis	Director
/s/  DR. SHIRLEY ANN JACKSON* Dr. Shirley Ann Jackson	Director
/s/  PHILIP LADER* Philip Lader	Director
/s/  CHARLES R. LEE* Charles R. Lee	Director
/s/  DENNIS H. REILLEY* Dennis H. Reilley	Director
/s/  SETH E. SCHOFIELD* Seth E. Schofield	Director

II-7

/s/  THOMAS J. USHER* Thomas J. Usher	Chairman of the Board
/s/  DOUGLAS C. YEARLEY* Douglas C. Yearley	Director

*By:	/s/  JOHN T. MILLS
	John T. Mills Attorney in Fact

II-8

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Marathon Financing Trust I certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, the State of Texas, on September 5, 2002.

MARATHON FINANCING TRUST I
By:	MARATHON OIL CORPORATION as Sponsor
By:	/s/  JOHN T. MILLS
	John T. Mills Chief Financial Officer

II-9

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Marathon Financing Trust II certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, the State of Texas, on September 5, 2002.

MARATHON FINANCING TRUST II
By:	MARATHON OIL CORPORATION as Sponsor
By:	/s/  JOHN T. MILLS
	John T. Mills Chief Financial Officer

II-10

EX-1.1

                                                                     EXHIBIT 1.1

                            MARATHON OIL CORPORATION

                                 DEBT SECURITIES

                             UNDERWRITING AGREEMENT

                                                              New York, New York
                                                                         , 200__

[NAME OF UNDERWRITER(S)]
[ADDITIONAL UNDERWRITER]
As Representatives of the several Underwriters,

[ADDRESS(ES) OF UNDERWRITER(S)]

Ladies and Gentlemen:

          From time to time Marathon Oil Corporation, a Delaware corporation
(the "Company"), proposes to enter into one or more Pricing Agreements (each a
"Pricing Agreement") in the form of Annex I hereto, with such additions and
deletions as the parties thereto may determine, and, subject to the terms and
conditions stated herein and therein, to issue and sell to the firms named in
Schedule I to the applicable Pricing Agreement (such firms constituting the
"Underwriters" with respect to such Pricing Agreement and the securities
specified therein) certain of its debt securities (the "Securities") specified
in Schedule II to such Pricing Agreement (with respect to such Pricing
Agreement, the "Designated Securities").

          The terms and rights of any particular issuance of Designated
Securities shall be as specified in the Pricing Agreement relating thereto and
in or pursuant to the indenture (the "Indenture") identified in Schedule II to
such Pricing Agreement.

          1.   Particular sales of Designated Securities may be made from time
to time to the Underwriters of such Securities, for whom the firms designated as
representatives of the Underwriters of such Securities in the Pricing Agreement
relating thereto will act as representatives (the "Representatives"). The term
"Representatives" also refers to a single firm acting as sole representative of
the Underwriters and to Underwriters who act without any firm being designated
as their representative. This Underwriting Agreement shall not be construed as
an obligation of the Company to sell any of the Securities or as an obligation
of any of the Underwriters to purchase the Securities. The obligation of the
Company to issue and sell any of the Securities and the obligation of any of the
Underwriters to purchase any of the Securities shall be evidenced by the Pricing
Agreement with respect to the Designated Securities specified therein. Each
Pricing Agreement shall specify the aggregate principal amount of such
Designated Securities, the initial public offering price of such Designated
Securities, the purchase price to the Underwriters of such Designated
Securities, the names of the Underwriters of such Designated Securities, the
names of the Representatives of such Underwriter and the principal



                                                                               2

amount of such Designated Securities to be purchased by each Underwriter and
shall set forth the date, time and manner of delivery of such Designated
Securities and payment therefor. The Pricing Agreement shall also specify (to
the extent not set forth in the Indenture and the registration statement and
prospectus with respect thereto) the terms of such Designated Securities. A
Pricing Agreement shall be in the form of an executed writing (which may be in
counterparts), and may be evidenced by an exchange of telegraphic communications
or any other rapid transmission device designed to produce a written record of
communications transmitted. The obligations of the Underwriters under this
Agreement and each Pricing Agreement shall be several and not joint.

          2.   The Company represents and warrants to, and agrees with, each of
the Underwriters that:

          (a) A registration statement in respect of the Securities has been
filed with the Securities and Exchange Commission (the "Commission"); such
registration statement and any post-effective amendment thereto, each in the
form heretofore delivered or to be delivered to the Representatives, have been
declared effective by the Commission in such form; no other document with
respect to such registration statement and no other document required to be
incorporated by reference therein has heretofore been filed or transmitted for
filing with the Commission (other than documents filed prior to the date hereof
and documents permitted to be filed pursuant to Section 5(a) hereof); and no
stop order suspending the effectiveness of such registration statement has been
issued and no proceeding for that purpose has been initiated or threatened by
the Commission (any preliminary prospectus included in such registration
statement or filed with the Commission pursuant to Rule 424(a) of the rules and
regulations of the Commission under the Securities Act of 1933, as amended (the
"Act"), being hereinafter called a "Preliminary Prospectus"); the various parts
of such registration statement, including all exhibits thereto and the documents
incorporated by reference in the prospectus contained in the registration
statement at the time such part of the registration statement became effective
but excluding the Forms T-1 included as exhibits thereto, each as amended at the
time such part of the registration statement became effective, being hereinafter
called the "Registration Statement"; if it is contemplated, at the time the
Pricing Agreement is executed, that a registration statement or a post-effective
amendment will be filed pursuant to Rule 462(b) or Rule 462(d) under the Act,
the term "Registration Statement" as used in this Agreement includes such
registration statement; the prospectus relating to the Securities, in the form
in which it has most recently been filed, or transmitted for filing, with the
Commission on or prior to the date of this Agreement, being hereinafter called
the "Prospectus"; any reference herein to any Preliminary Prospectus or the
Prospectus shall be deemed to refer to and include the documents incorporated by
reference therein pursuant to Item 12 of Form S-3 under the Act, as of the date
of such Preliminary Prospectus or Prospectus, as the case may be; any reference
to any amendment or supplement to any Preliminary Prospectus or the Prospectus
shall be deemed to refer to and include any documents filed after the date of
such Preliminary Prospectus or Prospectus, as the case may be, under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
incorporated by reference in such Preliminary Prospectus or Prospectus, as the
case may be; any reference to any amendment to the Registration Statement shall
be deemed to refer to and include any annual report of the Company filed with
the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act



                                                                               3

after the effective date of the Registration Statement that is incorporated by
reference in the Registration Statement; and any reference to the Prospectus as
amended or supplemented shall be deemed to refer to the Prospectus as amended or
supplemented in relation to the applicable Designated Securities in the form in
which it is first used to confirm sales of the Designated Securities and filed
with the Commission pursuant to Rule 424(b) under the Act in accordance with
Section 5(a) hereof (such Prospectus also called, the "Final Prospectus"),
including any documents incorporated by reference therein as of the date of such
filing);

          (b) The documents incorporated by reference in the Prospectus, when
they became effective or were filed with the Commission, as the case may be,
conformed in all material respects to the applicable requirements of the Act or
the Exchange Act, as applicable, and the applicable rules and regulations of the
Commission thereunder, and none of such documents contained an untrue statement
of a material fact or omitted to state a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading; and any further
documents so filed and incorporated by reference in the Prospectus or any
further amendment or supplement thereto, when such documents become effective or
are filed with the Commission, as the case may be, will conform in all material
respects to the requirements of the Act or the Exchange Act, as applicable, and
the rules and regulations of the Commission thereunder and will not contain an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading; PROVIDED, HOWEVER,
that this representation and warranty shall not apply to any statements or
omissions made in reliance upon and in conformity with information furnished in
writing to the Company by an Underwriter of Designated Securities through the
Representatives expressly for use in the Final Prospectus relating to such
Securities;

          (c) The Registration Statement and the Prospectus conform, and any
further amendments or supplements to the Registration Statement or the
Prospectus will conform, in all material respects to the applicable requirements
of the Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture
Act"), and the applicable rules and regulations of the Commission thereunder and
do not and will not, as of the applicable effective date as to the Registration
Statement and any amendment thereto and as of the applicable filing date as to
the Final Prospectus, contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading; PROVIDED, HOWEVER, that this representation
and warranty shall not apply to any statements or omissions made in reliance
upon and in conformity with information furnished in writing to the Company by
an Underwriter of Designated Securities through the Representatives expressly
for use in the Final Prospectus relating to such Securities;

          (d) Neither the Company nor any of its subsidiaries has sustained
since the date of the latest audited financial statements included or
incorporated by reference in the Final Prospectus any material loss or
interference with its business from fire, explosion, flood or other calamity,
whether or not covered by insurance, or from any labor dispute or court or
governmental action, order or decree, otherwise than as set forth in or
contemplated by the Final Prospectus; and, since the respective dates as of
which information is given in the Registration Statement and the Final
Prospectus, there has not been any material change in



                                                                               4

the capital stock or long-term debt of the Company or any of its subsidiaries or
any material adverse change, or any development likely to result in a
prospective material adverse change, in or affecting the general affairs,
management, financial position, stockholders' equity or results of operations of
the Company and its subsidiaries, taken as a whole, otherwise than as set forth
in or contemplated by the Final Prospectus;

          (e) The Company has been duly incorporated and is validly existing as
a corporation in good standing under the laws of the State of Delaware, with all
requisite corporate power and authority to own its properties and conduct its
business as described in the Final Prospectus;

          (f) The Company has an authorized capitalization as set forth in the
Final Prospectus, and all of the issued shares of capital stock of the Company
have been duly and validly authorized and issued and are fully paid and
non-assessable;

          (g) The Securities have been duly authorized, and, when Designated
Securities are issued and delivered pursuant to this Agreement and the Pricing
Agreement with respect to such Designated Securities, such Designated Securities
will have been duly executed, authenticated, issued and delivered and will
constitute valid and legally binding obligations of the Company entitled to the
benefits provided by the Indenture, which will be substantially in the form
filed as an exhibit to the Registration Statement; the Indenture has been duly
authorized by the Company and is duly qualified under the Trust Indenture Act
and, at the Time of Delivery (as defined in Section 4 hereof) for such
Designated Securities, the Indenture will constitute a valid and legally binding
instrument, enforceable in accordance with its terms, subject, as to
enforcement, to bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance or transfer and other laws of general applicability relating to or
affecting creditors' rights and to general equity principles (regardless of
whether such enforceability is considered in a proceeding in equity or at law);
and the Indenture and the Designated Securities will conform to the descriptions
thereof contained in the Final Prospectus with respect to such Designated
Securities;

          (h) The issue and sale of the Securities and the compliance by the
Company with all of the provisions of the Securities, the Indenture, this
Agreement and any Pricing Agreement, and the consummation of the transactions
herein and therein contemplated (i) will not result in any violation of the
provisions of the Restated Certificate of Incorporation or By-laws of the
Company, (ii) will not conflict with or result in a breach or violation of any
of the terms or provisions of, or constitute a default under any indenture,
mortgage, deed of trust, loan agreement or other agreement or instrument to
which the Company is a party or by which the Company is bound or to which any of
the property or assets of the Company is subject, except for such conflicts,
breaches, violations or defaults which would not, individually or in the
aggregate, have a material adverse effect on the consolidated financial
position, stockholders' equity or results of operations of the Company and its
subsidiaries, taken as a whole and (iii) will not result in any violation of the
provisions of any statute or any order, rule or regulation of any court or
governmental agency or body having jurisdiction over the Company or any of its
properties, except for such violations which would not, individually or in the
aggregate, have a material adverse effect on the consolidated financial
position, stockholders' equity or results of operations of the Company and its
subsidiaries,



                                                                               5

taken as a whole; and no consent, approval, authorization, order, registration
or qualification of or with any such court or governmental agency or body is
required for the issue and sale of the Designated Securities or the consummation
by the Company of the transactions contemplated by this Agreement or any Pricing
Agreement or the Indenture, except such as have been, or will have been prior to
the Time of Delivery, obtained under the Act and the Trust Indenture Act and
such consents, approvals, authorizations, registrations or qualifications as may
be required under state securities or Blue Sky laws in connection with the
purchase and distribution of the Securities by the Underwriters; and

          (i) Other than as set forth in the Final Prospectus, there are no
legal or governmental proceedings pending to which the Company or any of its
subsidiaries is a party or of which any property of the Company or any of its
subsidiaries is the subject which, if determined adversely to the Company or any
of its subsidiaries, would have a material adverse effect on the consolidated
financial position, stockholders' equity or results of operations of the Company
and its subsidiaries, taken as a whole; and, to the best of the Company's
knowledge, no such proceedings are threatened by governmental authorities or by
others.

          3.   Upon the execution of the Pricing Agreement applicable to any
Designated Securities and authorization by the Representatives of the release of
such Designated Securities, the several Underwriters propose to offer such
Designated Securities for sale upon the terms and conditions set forth in the
Final Prospectus.

          4.   Designated Securities to be purchased by each Underwriter
pursuant to the Pricing Agreement relating thereto, in definitive form to the
extent practicable, and in such authorized denominations and registered in such
names as the Representatives may request upon at least forty-eight hours prior
notice to the Company, shall be delivered by or on behalf of the Company to the
Representatives for the account of such Underwriter, against payment by such
Underwriter or on its behalf of the purchase price therefor by electronic funds
transfer in the funds specified in such Pricing Agreement, all at the place and
time and date specified in such Pricing Agreement or at such other place and
time and date as the Representatives and the Company may agree upon in writing,
such time and date being herein called the "Time of Delivery" for such
Securities.

          5.   The Company agrees with each of the Underwriters of any
Designated Securities:

          (a) To prepare the Final Prospectus in relation to the applicable
Designated Securities in a form approved by the Representatives and to file such
Final Prospectus pursuant to Rule 424(b) under the Act not later than the
Commission's close of business on the second business day following the
execution and delivery of the Pricing Agreement relating to the applicable
Designated Securities or, if applicable, such earlier time as may be required by
Rule 424(b); to make no further amendment or any supplement to the Registration
Statement or Final Prospectus after the date of the Pricing Agreement relating
to such Designated Securities and prior to the Time of Delivery for such
Designated Securities to which the Representatives for such Designated
Securities shall reasonably object promptly after reasonable notice thereof; to
advise the Representatives promptly of any such



                                                                               6

amendment or supplement after such Time of Delivery and to furnish the
Representatives with copies thereof; to file promptly all reports and any
definitive proxy or information statements required to be filed by the Company
with the Commission pursuant to Section 13(a), 13(c), 14, or 15(d) of the
Exchange Act for so long as the delivery of a prospectus is required in
connection with the offering or sale of such Designated Securities, and during
such same period to advise the Representatives, promptly after it receives
notice thereof, of the time when any amendment to the Registration Statement has
been filed or becomes effective or any supplement to the Prospectus or any
amended Prospectus has been filed with the Commission, of the issuance by the
Commission of any stop order or of any order preventing or suspending the use of
any prospectus relating to the Designated Securities, of the suspension of the
qualification of such Designated Securities for offering or sale in any
jurisdiction, of the initiation or threatening of any proceeding for any such
purpose, or of any request by the Commission for the amending or supplementing
of the Registration Statement or Prospectus or for additional information; and,
in the event of the issuance of any such stop order or of any such order
preventing or suspending the use of any prospectus relating to the Designated
Securities or suspending any such qualification, to use promptly its best
efforts to obtain its withdrawal;

          (b) Promptly from time to time to take such action as the
Representatives may reasonably request to qualify such Designated Securities for
offering and sale under the securities laws of such jurisdictions as the
Representatives may request and to comply with such laws so as to permit the
continuance of sales and dealings therein in such jurisdictions for as long as
may be necessary to complete the distribution of such Designated Securities,
PROVIDED that in connection therewith the Company shall not be required to
qualify as a foreign corporation or to file a general consent to service of
process in any jurisdiction or to subject itself to taxation in any
jurisdiction;

          (c) To furnish the Underwriters with copies of the Final Prospectus in
such quantities as the Representatives may from time to time reasonably request,
and, if the delivery of a prospectus is required at any time in connection with
the offering or sale of the Designated Securities and if at such time any event
shall have occurred as a result of which the Final Prospectus would include an
untrue statement of a material fact or omit to state any material fact necessary
in order to make the statements therein, in the light of the circumstances under
which they were made when such Final Prospectus is delivered, not misleading,
or, if for any other reason it shall be necessary during such same period to
amend or supplement the Final Prospectus or to file under the Exchange Act any
document incorporated by reference in the Final Prospectus in order to comply
with the Act, the Exchange Act or the Trust Indenture Act, to notify the
Representatives and to file such document and to prepare and furnish without
charge to each Underwriter and to any dealer in securities as many copies as the
Representatives may from time to time reasonably request of an amended Final
Prospectus or a supplement to the Final Prospectus which will correct such
statement or omission or effect such compliance;

          (d) To make generally available to its security holders as soon as
practicable, but in any event not later than eighteen months after the effective
date of the Registration Statement (as defined in Rule 158 (c)), an earnings
statement of the Company and its subsidiaries (which need not be audited)
complying with Section 11(a) of the Act and the



                                                                               7

rules and regulations of the Commission thereunder (including at the option of
the Company Rule 158); and

          (e) Except for debt securities which the Company has advised the
Representatives in writing prior to the date of the Pricing Agreement for such
Designated Securities, during the period beginning from the date of the Pricing
Agreement for such Designated Securities and continuing to the Time of Delivery
for such Designated Securities, not to offer, sell, contract to sell or
otherwise dispose of any debt securities of the Company which mature more than
one year after such Time of Delivery and which are substantially similar to such
Designated Securities, without the prior written consent of the Representatives.

          6.   The Company covenants and agrees with the several Underwriters
that the Company will pay or cause to be paid the following: (i) the fees,
disbursements and expenses of the Company's counsel and accountants in
connection with the registration of the Securities under the Act and all other
expenses in connection with the preparation, printing and filing of the
Registration Statement, any Preliminary Prospectus and the Final Prospectus and
amendments and supplements thereto and the mailing and delivering of copies
thereof to the Underwriters and dealers; (ii) the cost of printing or producing
any Agreement among Underwriters, this Agreement, any Pricing Agreement, any
Indenture, any Blue Sky and Legal Investment Memoranda and any other documents
in connection with the offering, purchase, sale and delivery of the Securities;
(iii) all expenses in connection with the qualification of the Securities for
offering and sale under state securities laws as provided in Section 5(b)
hereof, including the reasonable fees and disbursements of counsel for the
Underwriters in connection with such qualification and in connection with the
Blue Sky and legal investment surveys; (iv) any fees charged by securities
rating services for rating the Securities; (v) any filing fees incident to any
required review by the National Association of Securities Dealers, Inc. of the
terms of the sale of the Securities; (vi) the cost of preparing the Securities;
(vii) the fees and expenses of any Trustee and any agent of any Trustee and the
fees and disbursements of counsel for any Trustee in connection with any
Indenture and the Securities; and (viii) all other costs and expenses incident
to the performance of its obligations hereunder which are not otherwise
specifically provided for in this Section. It is understood, however, that,
except as otherwise agreed by the Company and the Underwriters and except as
specifically provided in this Section, Section 8 and Section 11 hereof, the
Underwriters will pay all of their own costs and expenses, including the fees of
their counsel, transfer taxes on resale of any of the Securities by them, and
any advertising expenses connected with any offers they may make.

          7.   The obligations of the Underwriters of any Designated Securities
under the Pricing Agreement relating to such Designated Securities shall be
subject, in the discretion of the Representatives, to the condition that all
representations and warranties and other statements of the Company in or
incorporated by reference in the Pricing Agreement relating to such Designated
Securities are, at and as of the Time of Delivery for such Designated
Securities, true and correct, the condition that the Company shall have
performed all of its obligations hereunder theretofore to be performed, and the
following additional conditions:

          (a) The Final Prospectus in relation to the applicable Designated
Securities shall have been filed with the Commission pursuant to Rule 424(b)
within the applicable time



                                                                               8

period prescribed for such filing by the rules and regulations under the Act and
in accordance with Section 5(a) hereof; no stop order suspending the
effectiveness of the Registration Statement or any part thereof shall have been
issued and no proceeding for that purpose shall have been initiated or
threatened by the Commission; and all requests for additional information on the
part of the Commission shall have been complied with to the Representatives'
reasonable satisfaction;

          (b) Counsel for the Underwriters shall have furnished to the
Representatives such opinion or opinions, dated the Time of Delivery for such
Designated Securities, with respect to the incorporation of the Company, the
validity of the Indenture, the Designated Securities, the Registration
Statement, the Final Prospectus and other related matters as the Representatives
may reasonably request, and such counsel shall have received such papers and
information as they may reasonably request to enable them to pass upon such
matters;

          (c) The Company shall have requested and caused counsel for the
Company to furnish to the Representatives written opinions, dated the Time of
Delivery for such Designated Securities, in substantially the form attached
hereto as Annexes III and IV, which opinions must be in form and substance
reasonably satisfactory to the Representatives.

          (d) At the Time of Delivery for such Designated Securities, the
independent accountants of the Company who have certified the financial
statements of the Company and its subsidiaries included or incorporated by
reference in the Registration Statement shall have furnished to the
Representatives a letter, dated such date, to the effect set forth in Annex II
hereto and as to such other matters as the Representatives may reasonably
request and in form and substance reasonably satisfactory to the
Representatives;

          (e) On or after the date and time that the Pricing Agreement relating
to the Designated Securities is executed by the parties thereto, there shall not
have been any change, or any development involving a prospective change, in or
affecting the general affairs, management, financial position, stockholders'
equity or results of operations of the Company and its subsidiaries, taken as a
whole, except as set forth in or contemplated in the Final Prospectus the effect
of which is, in the judgment of the Representatives, so material and adverse as
to make it impractical or inadvisable to proceed with the offering or delivery
of the Designated Securities.

          (f) On or after the date and time that the Pricing Agreement relating
to the Designated Securities is executed by the parties thereto (i) no
downgrading shall have occurred in the rating accorded the Company's debt
securities by any "nationally recognized statistical rating organization," as
that term is defined by the Commission for purposes of Rule 436(g)(2) under the
Act and (ii) no such organization shall have publicly announced that it has
under surveillance or review, with possible negative implications, its rating of
any of the Company's debt securities;

          (g) On or after the date and time that the Pricing Agreement relating
to the Designated Securities is executed by the parties thereto there shall not
have occurred any of the following: (i) trading in the Company's Common Stock
shall have been suspended by the Commission or The New York Stock Exchange, or
there shall have been a suspension or



                                                                               9

material limitation in trading in securities generally on The New York Stock
Exchange or minimum prices shall have been established on such exchange; (ii) a
general moratorium on commercial banking activities in New York declared by
either Federal or New York State authorities or a material disruption of
securities settlement or clearance services; or (iii) any outbreak or escalation
of major hostilities in which the United States is involved, any declaration of
war by Congress or any similar substantial national or international calamity or
emergency, if the effect of any such event specified in this clause in the
judgment of the Representatives makes it impractical or inadvisable to proceed
with the public offering or the delivery of the Designated Securities;

          (h) The Company shall have furnished or caused to be furnished to the
Representatives at the Time of Delivery for the Designated Securities a
certificate or certificates of officers of the Company reasonably satisfactory
to the Representatives as to the accuracy of the representations and warranties
of the Company herein at and as of such Time of Delivery, as to the performance
by the Company of all of its obligations hereunder to be performed at or prior
to such Time of Delivery, as to the matters set forth in subsections (a) and (e)
of this Section and as to such other matters as the Representatives may
reasonably request.

          If any of the conditions specified in this Section 7 shall not have
been fulfilled in all material respects when and as provided in this Agreement,
or if any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be in all material respects reasonably satisfactory in form
and substance to the Representatives and counsel for the Underwriters, the
applicable Pricing Agreement and all obligations of the Underwriters thereunder
may be canceled at, or at any time prior to, the Time of Delivery by the
Representatives. Notice of such cancellation shall be given to the Company in
writing or by telephone or facsimile confirmed in writing.

          The documents required to be delivered by this Section 7 shall be
delivered at the time and place specified in the Pricing Agreement relating to
the Designated Securities.

          8.   (a) The Company will indemnify and hold harmless each Underwriter
and each person, if any, who controls any Underwriter within the meaning of
either Section 15 of the Act or Section 20 of the Exchange Act, against any
losses, claims, damages or liabilities, joint or several, to which such
Underwriter may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any untrue statement or alleged untrue statement of any
material fact contained in the Registration Statement, the Final Prospectus, or
any amendment or supplement thereto, or any related preliminary prospectus or
preliminary prospectus supplement, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
will reimburse each Underwriter for any legal or other expenses reasonably
incurred by such Underwriter in connection with investigating or defending any
such loss, claim, damage, liability or action as such expenses are incurred;
PROVIDED, HOWEVER, that the Company will not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is based
upon an untrue statement or alleged untrue statement in or omission or alleged
omission from any such document in reliance upon and in conformity with written
information furnished to the Company by any Underwriter



                                                                              10

through the Representatives, if any, specifically for use therein; PROVIDED,
FURTHER, that the foregoing indemnification, to the extent it relates to any
actual or alleged untrue statement or omission made in or from any Preliminary
Prospectus but eliminated or remedied in the Final Prospectus, shall not inure
to the benefit of any Underwriter from whom the person asserting such untrue
statement or omission purchased offered Securities if a copy of the Final
Prospectus (excluding documents incorporated therein by reference) was not sent
or given to such person at or prior to the written confirmation of the sale of
such offered Securities to such person if the Company has previously furnished
copies thereof to such Underwriter.

          (b) Each Underwriter will, severally and not jointly, indemnify and
hold harmless the Company and each of its directors, officers and each person,
if any, who controls the Company within the meaning of either Section 15 of the
Act or Section 20 of the Exchange Act, against any losses, claims, damages or
liabilities to which the Company may become subject, under the Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon an untrue statement or alleged untrue
statement of a material fact contained in any Preliminary Prospectus, any
preliminary prospectus supplement, the Registration Statement, the Final
Prospectus and any other prospectus relating to the Securities, or any amendment
or supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in any Preliminary
Prospectus, any preliminary prospectus supplement, the Registration Statement,
the Final Prospectus and any other prospectus relating to the Securities, or any
such amendment or supplement thereto, in reliance upon and in conformity with
written information furnished to the Company by such Underwriter through the
Representatives expressly for use therein; and will reimburse the Company for
any legal or other expenses reasonably incurred by the Company in connection
with investigating or defending any such action or claim as such expenses are
incurred.

          (c) Promptly after receipt by an indemnified party under subsection
(a) or (b) above of notice of the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify the indemnifying party in
writing of the commencement thereof; but the failure to so notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under such subsection. In case any such
action shall be brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it shall wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel reasonably satisfactory to such indemnified party, and,
after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party shall not be
liable to such indemnified party under such subsection for any legal expenses of
other counsel or any other expenses, in each case subsequently incurred by such
indemnified party, in connection with the defense thereof other than reasonable
costs of investigation. Notwithstanding the foregoing, the indemnified party
shall have the right to employ separate counsel (including local counsel), and
the indemnifying party shall bear the reasonable fees, costs and expenses of
such separate counsel if (i) the use of counsel chosen by the indemnifying party
to represent the



                                                                              11

indemnified party would present such counsel with a conflict of interest or (ii)
the indemnifying party shall authorize the indemnified party to employ separate
counsel at the expense of the indemnifying party. No indemnifying party shall,
in connection with any one action or separate but substantially similar or
related actions in the same jurisdiction arising out of the same general
allegations or circumstances, be liable for the reasonable fees and expenses of
more than one separate firm of attorneys at any time for all indemnified
parties, which firm shall be designated in writing by the Representatives if the
indemnified parties under this Section 8 consist of any Underwriter or any of
their respective controlling persons, or by the Company, if the indemnified
parties under this Section 8 consist of the Company or any of the Company's
directors, officers or controlling persons. No indemnifying party shall, without
the prior written consent of the indemnified party, effect any settlement of any
pending or threatened proceeding in respect of which any indemnified party is or
could have been a party and indemnity could have been sought hereunder by such
indemnified party, unless such settlement (i) includes an unconditional release
of such indemnified party from all liability arising out of such action or claim
and (ii) does not include a statement as to or an admission of fault,
culpability or failure to act, by or on behalf of any indemnified party.

          (d) If the indemnification provided for in this Section 8 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative benefits received by the Company on the one hand and the Underwriters
of the Designated Securities on the other from the offering of the Designated
Securities to which such loss, claim, damage or liability (or action in respect
thereof) relates. If, however, the allocation provided by the immediately
preceding sentence is not permitted by applicable law, then each indemnifying
party shall contribute to such amount paid or payable by such indemnified party
in such proportion as is appropriate to reflect not only such relative benefits
but also the relative fault of the Company on the one hand and the Underwriters
of the Designated Securities on the other in connection with the statements or
omissions which resulted in such losses, claims, damages or liabilities (or
actions in respect thereof), as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one hand
and such Underwriters on the other shall be deemed to be in the same proportion
as the total net proceeds from such offering (before deducting expenses)
received by the Company bear to the total underwriting discounts and commissions
received by such Underwriters. The relative fault shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company on the one hand or such
Underwriters on the other and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The Company and the Underwriters agree that it would not be just and equitable
if contribution pursuant to this subsection (d) were determined by pro rata
allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to above in this subsection (d). The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages or liabilities (or actions in respect thereof) referred to above in this
subsection (d) shall be



                                                                              12

deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this subsection (d), no Underwriter
shall be required to contribute any amount in excess of the amount by which the
total price at which the applicable Designated Securities underwritten by it and
distributed to the public were offered to the public exceeds the amount of any
damages which such Underwriter has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The obligations of the Underwriters
of Designated Securities in this subsection (d) to contribute are several in
proportion to their respective underwriting obligations with respect to such
Securities and not joint.

          (e) The obligations of the Company under this Section 8 shall be in
addition to any liability which the Company may otherwise have; and the
obligations of the Underwriters under this Section 8 shall be in addition to any
liability which the respective Underwriters may otherwise have.

          9.   (a) If any Underwriter shall default in its obligation to
purchase the Designated Securities which it has agreed to purchase under the
Pricing Agreement relating to such Designated Securities, the Representatives
may in their discretion arrange for themselves or another party or other parties
reasonably satisfactory to the Company to purchase such Designated Securities on
the terms contained herein. If within thirty-six hours after such default by any
Underwriter the Representatives do not arrange for the purchase of such
Designated Securities, then the Company shall be entitled to a further period of
thirty-six hours within which to procure another party or other parties
reasonably satisfactory to the Representatives to purchase such Designated
Securities on such terms. In the event that, within the respective prescribed
period, the Representatives notify the Company that they have so arranged for
the purchase of such Designated Securities, or the Company notifies the
Representatives that it has so arranged for the purchase of such Designated
Securities, the Representatives or the Company shall have the right to postpone
the Time of Delivery for such Designated Securities for a period of not more
than seven days, in order to effect whatever changes may thereby be made
necessary in the Registration Statement or the Final Prospectus, or in any other
documents or arrangements, and the Company agrees to file promptly any
amendments or supplements to the Registration Statement or the Final Prospectus
which the majority in interest of the Underwriters (including the
Representatives) may reasonably determine are thereby necessary. The term
"Underwriter" as used in this Agreement shall include any person substituted
under this Section with like effect as if such person had originally been a
party to the Pricing Agreement with respect to such Designated Securities.

          (b) If, after giving effect to any arrangements for the purchase of
the Designated Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the
aggregate principal amount of such Designated Securities which remains
unpurchased does not exceed one-tenth of the aggregate principal amount of the
Designated Securities, then the Company shall have the right to require each
non-defaulting Underwriter to purchase the principal amount of Designated
Securities which such Underwriter agreed to purchase under the Pricing



                                                                              13

Agreement relating to such Designated Securities and, in addition, to require
each non-defaulting Underwriter to purchase its pro rata share (based on the
principal amount of Designated Securities which such Underwriter agreed to
purchase under such Pricing Agreement) of the Designated Securities of such
defaulting Underwriter or Underwriters for which such arrangements have not been
made; but nothing herein shall relieve a defaulting Underwriter from liability
for its default.

          (c) If, after giving effect to any arrangements for the purchase of
the Designated Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the
aggregate principal amount of Designated Securities which remains unpurchased
exceeds one-tenth of the aggregate principal amount of the Designated
Securities, as referred to in subsection (b) above, or if the Company shall not
exercise the right described in subsection (b) above to require non-defaulting
Underwriters to purchase Designated Securities of a defaulting Underwriter or
Underwriters, then the Pricing Agreement relating to such Designated Securities
shall thereupon terminate, without liability on the part of any nondefaulting
Underwriter or the Company, except for the expenses to be borne by the Company
and the Underwriters as provided in Section 6 hereof and the indemnity and
contribution agreements in Section 8 hereof; but nothing herein shall relieve a
defaulting Underwriter from liability for its default.

          10.  The respective indemnities, agreements, representations,
warranties and other statements of the Company and the several Underwriters, as
set forth in this Agreement or made by or on behalf of them, respectively,
pursuant to this Agreement, shall remain in full force and effect, regardless of
any investigation (or any statement as to the results thereof) made by or on
behalf of any Underwriter or any controlling person of any Underwriter, or the
Company, or any officer or director or controlling person of the Company, and
shall survive delivery of and payment for the Securities. The provisions of
Sections 6 and 8 hereof shall survive the termination or cancellation of this
Agreement.

          11.  If the sale of the Designated Securities provided for by the
Pricing Agreement is not consummated for any reason (other than (1) a breach by
any Underwriter of its obligations hereunder, (2) a termination pursuant to
Section 9 hereof, or (3) a termination pursuant to the second clause of Section
7(g)(i), Section 7(g)(ii) or Section 7(g)(iii) hereof), the Company will
reimburse the Underwriters severally, through the Representatives, for all
out-of-pocket expenses approved in writing by the Representatives, including
reasonable fees and disbursements of counsel, reasonably incurred by the
Underwriters in making preparations for the purchase, sale and delivery of such
Designated Securities, but the Company shall then be under no further liability
to any Underwriter with respect to such Designated Securities, except that the
provisions of Sections 6 and 8 hereof shall survive. If the sale of the
Designated Securities provided for by the Pricing Agreement is not consummated
due to (1) a breach by any Underwriter of its obligations hereunder, (2) a
termination pursuant to Section 9 hereof or (3) a termination pursuant to the
second clause of Section 7(g)(i), Section 7(g)(ii) or Section 7(g)(iii) hereof,
the Underwriters will be responsible for all out-of-pocket expenses that shall
have been incurred by them in connection with the purchase and sale of the
Designated Securities, except that the provisions of Sections 6 and 8 hereof
shall survive.



                                                                              14

          12.  In all dealings hereunder, the Representatives of the
Underwriters of Designated Securities shall act on behalf of each of such
Underwriters, and the parties hereto shall be entitled to act and rely upon any
statement, request, notice or agreement on behalf of any Underwriter made or
given by such Representatives jointly or by such of the Representatives, if any,
as may be designated for such purpose in the Pricing Agreement.

     All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex or
facsimile transmission to the address of the Representatives as set forth in the
Pricing Agreement; and if to the Company shall be delivered or sent by mail,
telex or facsimile transmission to it at 5555 San Felipe Road, Houston, Texas
77056-2723, or by facsimile to (713) 296-9375: Attention: Corporate Secretary;
PROVIDED, HOWEVER, that any notice to an Underwriter pursuant to Section 8(c)
hereof shall be delivered or sent by mail, telex or facsimile transmission to
such Underwriter at its address set forth in its Underwriters' Questionnaire, or
telex constituting such Questionnaire, which address will be supplied to the
Company by the Representatives upon request. Any such statements, requests,
notices or agreements shall take effect upon receipt thereof.

          13.  This Agreement and each Pricing Agreement shall be binding upon,
and inure solely to the benefit of, the Underwriters, the Company and, to the
extent provided in Section 8 and Section 10 hereof, the officers and directors
of the Company and each person who controls the Company or any Underwriter, and
their respective heirs, executors, administrators, successors and assigns, and
no other person shall acquire or have any right under or by virtue of this
Agreement or any such Pricing Agreement. No purchaser of any of the Securities
from any Underwriter shall be deemed a successor or assign by reason merely of
such purchase.

          14.  Time shall be of the essence of each Pricing Agreement. As used
herein, "business day" shall mean any day when the Commission's office in
Washington D.C. is open for business.

          15.  This Agreement and each Pricing Agreement shall be governed by
and construed in accordance with the laws of the State of New York.

          16.  This Agreement and each Pricing Agreement may be executed by any
one or more of the parties hereto and thereto in any number of counterparts,
each of which shall be deemed to be an original, but all such respective
counterparts shall together constitute one and the same instrument.



                                                                              15

          If the foregoing is in accordance with your understanding, please sign
and return to us [seven] counterparts hereof.

                                             Very truly yours,

                                             Marathon Oil Corporation

                                             By:
                                                --------------------------

                                             Name:

                                             Title:

The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.

[UNDERWRITER]

By:
    ------------------------------
    Name:
    Title:

For themselves and the other
several Underwriters named in
Schedule I to the applicable Pricing
Agreement.



                                                                         ANNEX I

                                PRICING AGREEMENT

                                                                         , 200__

[Name(s) and Address(es)
of Representative(s)]

As Representatives of the several
Underwriters named in Schedule I
hereto,

Dear Sirs:

          Marathon Oil Corporation, a Delaware corporation (the "Company"),
proposes, subject to the terms and conditions stated herein and in the
Underwriting Agreement, dated [ ] (the "Underwriting Agreement"), between the
Company on the one hand and [ ] and [ ], as representatives, on the other hand,
to issue and sell to the Underwriters named in Schedule I hereto (the
"Underwriters") the Securities specified in Schedule II hereto (the "Designated
Securities"). Each of the provisions of the Underwriting Agreement is
incorporated herein by reference in its entirety, and shall be deemed to be a
part of this Agreement to the same extent as if such provisions had been set
forth in full herein; and each of the representations and warranties set forth
therein shall be deemed to have been made at and as of the date of this Pricing
Agreement, except that each representation and warranty which refers to the
Final Prospectus in Section 2 of the Underwriting Agreement shall be deemed to
be a representation or warranty as of the date of the Underwriting Agreement in
relation to the Final Prospectus (as therein defined), and also a representation
and warranty as of the date of this Pricing Agreement in relation to the Final
Prospectus as amended or supplemented relating to the Designated Securities
which are the subject of this Pricing Agreement. Each reference to the
Representatives herein and in the provisions of the Underwriting Agreement so
incorporated by reference shall be deemed to refer to you. Unless otherwise
defined herein, terms defined in the Underwriting Agreement are used herein as
therein defined.

          The Representatives designated to act on behalf of the Representatives
and on behalf of each of the Underwriters of the Designated Securities pursuant
to Section 12 of the Underwriting Agreement and the address of the
Representatives referred to in such Section 12 are set forth at the end of
Schedule II hereto.

          The documents required to be delivered by Section 7 of the
Underwriting Agreement shall be delivered at the office of [ ], counsel for the
Underwriters, at [ ], at the Time of Delivery.



                                                                             I-2

          An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.

          Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the Underwriters and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, at the time and place
and at the purchase price to the Underwriters set forth in Schedule II hereto,
the principal amount of Designated Securities set forth opposite the name of
such Underwriter in Schedule I hereto.

          If the foregoing is in accordance with your understanding, please sign
and return to us [      ] counterparts hereof, and upon acceptance hereof by
you, on behalf of each of the Underwriters, this letter and such acceptance
hereof, including the provisions of the Underwriting Agreement incorporated
herein by reference, shall constitute a binding agreement between each of the
Underwriters and the Company. It is understood that your acceptance of this
letter on behalf of each of the Underwriters is or will be pursuant to the
authority set forth in a form of Agreement Among Underwriters, the form of which
shall be submitted to the Company for examination upon request, but without
warranty on the part of the Representatives as to the authority of the signers
thereof.

                                             Very truly yours,

                                             Marathon Oil Corporation

                                             By:
                                                 -------------------------

                                             Name:

                                             Title:



                                                                             I-3

The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.

[ ]
[ ]

By:  [        ]

By:
    -----------------------------
    Name:
    Title:

For themselves and the other
several Underwriters named in
Schedule I to the applicable Pricing
Agreement.



                                   SCHEDULE I



                                   SCHEDULE II



                                                                        ANNEX II

     Pursuant to Section 7(d) of the Underwriting Agreement, the Company shall
have requested and caused [PricewaterhouseCoopers LLP] to have furnished to the
Representatives, at the Time of Delivery, a letter, dated as of the Time of
Delivery, in form and substance satisfactory to the Representatives, confirming
that they are independent accountants within the meaning of the Act and the
Exchange Act and the respective applicable rules and regulations adopted by the
Commission thereunder [and that they have performed a review of the unaudited
interim financial information of the Company for the [  ]-month period ended
[        ], and as at [        ] in accordance with Statement on Auditing
Standards No. 71], and stating in effect that:

                    (i) in their opinion the audited financial statements and
               financial statement schedules included or incorporated by
               reference in the Registration Statement and the Final Prospectus
               and reported on by them comply as to form in all material
               respects with the applicable accounting requirements of the Act
               and the Exchange Act and the related rules and regulations
               adopted by the Commission;

                              (ii) on the basis of: [a reading of the latest
               unaudited financial statements made available by the Company and
               its subsidiaries; their limited review, in accordance with
               standards established under Statement on Auditing Standards No.
               71, of the unaudited interim financial information for the
               [ ]-month period ended [        ], and as at [        ]
               incorporated by reference in the Registration Statement and the
               Final Prospectus;] carrying out certain specified procedures (but
               not an examination in accordance with generally accepted auditing
               standards) which would not necessarily reveal matters of
               significance with respect to the comments set forth in such
               letter; a reading of the minutes of the meetings of the
               stockholders, directors and executive, finance and audit
               committees of the Company and the Subsidiaries; and inquiries of
               certain officials of the Company who have responsibility for
               financial and accounting matters of the Company and its
               subsidiaries as to transactions and events subsequent to
               [        ], nothing came to their attention which caused them to
               believe that:

                              [(1) any unaudited financial statements included
                    or incorporated by reference in the Registration Statement
                    and the Final Prospectus do not comply as to form in all
                    material respects with applicable accounting requirements of
                    the Act and with the related rules and regulations adopted
                    by the Commission with respect to financial statements
                    included or incorporated by reference in quarterly reports
                    on Form 10-Q under the Exchange Act; and said unaudited
                    financial statements are not in conformity



                                                                            II-2

                    with generally accepted accounting principles applied on a
                    basis substantially consistent with that of the audited
                    financial statements included or incorporated by reference
                    in the Registration Statement and the Final Prospectus; ]

                              (2) with respect to the period subsequent to [
                     ], there were any changes, at a specified date not more
                    than five days prior to the date of the letter, in the
                    long-term debt of the Company and its subsidiaries or
                    capital stock of the Company or decreases in the
                    stockholders' equity of the Company as compared with the
                    amounts shown on the [      ] consolidated balance sheet
                    included or incorporated by reference in the Registration
                    Statement and the Final Prospectus, or for the period from
                    [        ] to such specified date there were any decreases,
                    as compared with the corresponding period in the preceding
                    year in net revenues or income before income taxes or in
                    total or per share amounts of net income of the Company and
                    its subsidiaries, except in all instances for changes or
                    decreases set forth in such letter, in which case the letter
                    shall be accompanied by an explanation by the Company as to
                    the significance thereof unless said explanation is not
                    deemed necessary by the Representatives; or

                              (3) the information included or incorporated by
                    reference in the Registration Statement and Final Prospectus
                    in response to Regulation S-K, Item 301 (Selected Financial
                    Data), Item 302 (Supplementary Financial Information) and
                    Item 503(d) (Ratio of Earnings to Fixed Charges) is not in
                    conformity with the applicable disclosure requirements of
                    Regulation S-K; and

                    (iii) they have performed certain other specified procedures
               as a result of which they determined that certain information of
               an accounting, financial or statistical nature (which is limited
               to accounting, financial or statistical information derived from
               the general accounting records of the Company and its
               subsidiaries) set forth in the Registration Statement and the
               Final Prospectus [and in Exhibit 12.1 to the Registration
               Statement], including the information set forth in the Final
               Prospectus, the information included or incorporated by reference
               in Items [1, 2, 6, 7 and 11] of the Company's most recently filed
               Annual Report on Form 10-K, incorporated by reference in the
               Registration Statement and the Final Prospectus; and the
               accounting information included in the "Management's Discussion
               and Analysis of Financial Condition and Results of Operations"
               included or incorporated by reference in the Company's Quarterly
               Reports on Form 10-Q, incorporated by reference in the
               Registration Statement and the Final Prospectus, agrees with the
               accounting records of the Company and its subsidiaries, excluding
               any questions of legal interpretation.



                                                                       ANNEX III

                       FORM OF IN-HOUSE COUNSEL'S OPINION

                                                                             [ ]

[ ], As Representatives of the several Underwriters

c/o [ ]

Ladies and Gentlemen:

     I am the [ ] of Marathon Oil Corporation, a Delaware corporation (the
"Company"). I am furnishing this opinion under Section 7(c) of the Underwriting
Agreement dated [ ] (the "Underwriting Agreement") that is incorporated by
reference into the Pricing Agreement dated [ ] (the "Pricing Agreement") by and
between the Company and the several Underwriters named in Schedule I to the
Pricing Agreement (the "Underwriters"), relating to the issuance and sale by the
Company to the Underwriters of $[     ] aggregate principal amount of [        ]
(the "Securities"). The Company will issue the Securities under an Indenture
(the "Indenture") dated as of [   ] between it and JPMorgan Chase Bank, as
trustee.

     The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (Registration No. 333-[ ])
relating to the registration under the Securities Act of 1933, as amended (the
"1933 Act"), and the offering thereof from time to time in accordance therewith
and the rules and regulations of the Commission thereunder, of securities of the
Company, including the Securities. That registration statement, at the time that
it became effective, including all documents incorporated by reference therein,
is hereinafter referred to as the "Registration Statement," and the Company's
prospectus dated [ ], together with the Company's prospectus supplement dated
[ ],each as filed with the Commission in accordance with Rule 424(b) under the
1933 Act, including all documents incorporated by reference therein, are
hereinafter collectively referred to as the "Prospectus."

     I have, or attorneys under my supervision have, examined the originals, or
copies certified or otherwise identified, of the restated certificate of
incorporation and by-laws, each as amended to date, of the Company, the
Registration Statement, the Prospectus, the Underwriting Agreement, the Pricing
Agreement, the Indenture, corporate records of the Company, including minute
books of the Company, certificates of public officials and of representatives of
the Company, oral representations of the Company's employees, statutes and other
instruments and documents, as a basis for the opinions I hereinafter express. In
giving these opinions, I have relied on certificates of representatives of the
Company and of public officials with respect to the accuracy of the factual
matters those certificates cover or contain, and I have assumed that all
signatures on documents I have examined are genuine, all documents submitted to
me as originals are authentic, all documents submitted to me as certified or
photostatic copies conform to the original copies of those documents and those
original copies are authentic.



                                                                           III-2

     On the basis of the foregoing and subject to the assumptions, limitations
and qualifications I set forth herein, I am of the following opinions:

     1.   The authorized capital stock of the Company is comprised of
550,000,000 shares of common stock, par value $1.00 per share ("Common Stock"),
and 26,000,000 shares of preferred stock, no par value ("Preferred Stock"). [No
shares of Preferred Stock have been issued.] All the issued and outstanding
shares of [Common Stock] [capital stock] have been duly and validly authorized
and issued and are fully paid and nonassessable.

     2.   Each subsidiary of the Company listed on Annex A hereto (each a
"Subsidiary" and, collectively, the "Subsidiaries") has been duly incorporated
or formed and is validly existing as a corporation, limited liability company or
limited partnership in good standing under the laws of the jurisdiction of its
incorporation or formation, as the case may be, and each Subsidiary has full
corporate or other power and authority to own its properties and to conduct its
business as described in the Prospectus [as amended or supplemented]. All the
outstanding shares of capital stock or other equity ownership interests of each
of the Subsidiaries which the Prospectus indicates are owned by the Company,
directly or indirectly through one or more Subsidiaries, to my knowledge, after
due inquiry, free and clear of any perfected security interest and any other
material security interest, claim, lien or encumbrance (other than restrictions
on transfer contained in the Company's joint venture agreements).

     3.   I do not know of (a) any pending or threatened legal or governmental
proceedings involving the Company or any Subsidiary that are required to be
disclosed in the Prospectus, or any amendment or supplement thereto, which are
not disclosed in the Prospectus or (b) any franchise, contract or other document
of a character required to be described in the Registration Statement or
Prospectus, or to be filed as an exhibit thereto, which is not described or
filed as required. The statements included or incorporated by reference in the
Prospectus under the headings "Description of [        ]" and "Description of
[         ]" insofar as such statements summarize legal matters, agreements,
documents or proceedings discussed therein, are accurate and fair summaries of
such legal matters, agreements, documents or proceedings.

     4.   The issuance and sale of the Securities, the consummation of any of
the other transactions contemplated by the Pricing Agreement and the compliance
by the Company with the terms of the Pricing Agreement will not conflict with,
or result in a breach or violation of or the imposition of any lien, charge or
encumbrance on any property or assets of the Company or any Subsidiary under,
(i) the terms of any indenture, contract, lease, mortgage, deed of trust, note
agreement, loan agreement or other agreement or instrument to which the Company
or any Subsidiary is a party or bound or to which its or their property is
subject, except for any such conflicts, breaches, violations, liens, charges or
encumbrances as would not, individually or in the aggregate, have a material
adverse effect on the consolidated financial position, stockholders' equity or
results of operations of the Company and its subsidiaries, taken as a whole or
(ii) to my knowledge, any statute, law, rule, regulation, judgment, order or
decree applicable to the Company or any Subsidiary of any court, regulatory
body, administrative agency, governmental body, arbitrator or other authority
having jurisdiction over the Company or that Subsidiary or any of its
properties, except for such conflicts, breaches or violations which would not,
individually or in the aggregate, have a material adverse effect on the
consolidated financial



                                                                           III-3

position, stockholders' equity or results of operations of the Company and its
subsidiaries, taken as a whole.

     5.   The documents incorporated by reference in the Prospectus as amended
or supplemented (other than (a) the financial statements (including the notes
thereto and the auditor's reports thereon) included or incorporated by reference
therein or omitted therefrom and (b) the other accounting, financial, reserve
engineering and statistical information contained or incorporated by reference
therein or omitted therefrom, as to which I have not been asked to comment), as
of the respective dates on which they became effective or were filed with the
Commission, as the case may be, appear on their face to be appropriately
responsive in all material respects to the requirements of the 1933 Act or the
Exchange Act, as applicable, and the rules and regulations of the Commission
thereunder.

     6.   No holders of securities of the Company have rights to the
registration of such securities under the Registration Statement.

     I have participated in conferences with officers and other representatives
of the Company, representatives of the independent public accountants of the
Company and your representatives at which the contents of the Registration
Statement and the Prospectus and related matters were discussed. Although I have
not undertaken to determine independently, and do not assume any responsibility
for, the accuracy, completeness or fairness of the statements the Registration
Statement or the Prospectus contains, I advise you that, on the basis of the
foregoing, no facts have come to my attention that lead me to believe that the
Registration Statement (other than (a) the financial statements and schedules
(including the notes thereto and the auditor's reports thereon) included or
incorporated by reference therein or omitted therefrom and (b) the other
accounting, financial, reserve engineering and statistical information contained
or incorporated by reference therein or omitted therefrom, as to which I have
not been asked to comment, and it being understood that I am making no statement
as to the accuracy of any statement or representation in any exhibit to the
Registration Statement), as of its effective date, contained an untrue statement
of a material fact or omitted to state a material fact required to be stated
therein or necessary to make the statements therein not misleading or that the
Prospectus (other than (a) the financial statements (including the notes thereto
and the auditor's reports thereon) included or incorporated by reference therein
or omitted therefrom and (b) the other accounting, financial, reserve
engineering and statistical information contained or incorporated by reference
therein or omitted therefrom, as to which I have not been asked to comment), as
of its issue date or the date hereof, contained or contains an untrue statement
of a material fact or omitted or omits to state a material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading.

     In this letter, phrases such as "to my knowledge" and those with equivalent
wording refer to my conscious awareness without any independent investigation.

     I am licensed to practice law in the State of Texas. The opinions set forth
above are limited in all respects to matters of the laws of the State of Texas,
the General Corporation Law of the State of Delaware and applicable federal law.
I am providing this opinion in my capacity as _______________ of the Company and
not in my individual capacity a lawyer.



                                                                           III-4

     I am furnishing this letter to you solely for your use in connection with
the transactions consummated on the date hereof under the Pricing Agreement and
may not be relied on by any other person or for any other purpose. This letter
speaks as of the date hereof, and I disclaim any obligation to update it.

                                             Very truly yours,



                                                                        ANNEX IV

                        FORM OF OUTSIDE COUNSEL'S OPINION

                                                     [ ]

[ ], As Representatives of the several Underwriters

c/o [ ]

Ladies and Gentlemen:

     We are furnishing this opinion letter to you at the request of Marathon Oil
Corporation, a Delaware corporation (the "Company"), under Section 7(c) of the
Underwriting Agreement dated [ ] (the "Underwriting Agreement") that is
incorporated by reference into the Pricing Agreement dated [ ] (the "Pricing
Agreement") by and between the Company and the several Underwriters Schedule I
to the Pricing Agreement names (the "Underwriters"), relating to the sale by the
Company to the Underwriters of $[       ] aggregate principal amount of [
] (the "Securities"). The Company will issue the Securities under an Indenture
(the "Indenture") dated as of [ ] between it and JPMorgan Chase Bank, as
trustee.

     The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (Registration No. 333-[ ])
relating to the registration under the Securities Act of 1933 (the "1933 Act"),
and the offering thereof from time to time in accordance therewith, including
the Securities. That registration statement, at the time that it became
effective, including all documents filed as part thereof or incorporated by
reference therein, is hereinafter referred to as the "Registration Statement,"
and the Company's prospectus dated [ ], together with the Company's prospectus
supplement dated [ ], each as filed with the Commission in accordance with Rule
424(b) under the 1933 Act, including all documents incorporated by reference
therein, are hereinafter collectively referred to as the "Prospectus."

     We have examined the originals, or copies certified or otherwise
identified, of the restated certificate of incorporation and by-laws, each as
amended to date, of the Company (the "Charter Documents"), the Registration
Statement, the Prospectus, the Underwriting Agreement, the Pricing Agreement,
the Indenture, the Establishment Action (as defined in the Indenture) relating
to the Securities, the form of the Securities, corporate records of the Company,
including minute books of the Company it has furnished to us, certificates of
public officials and of representatives of the Company, statutes and other
instruments and documents, as a basis for the opinions we hereinafter express.
In giving these opinions, we have relied on certificates of officers of the
Company and of public officials with respect to the accuracy of the factual
matters those certificates cover or contain, and we have assumed that all
signatures on documents we have examined are genuine, all documents submitted to
us as originals are authentic, all



                                                                            IV-2

documents submitted to us as certified or photostatic copies conform to the
original copies of those documents and those original copies are authentic. In
giving the opinions set forth in paragraphs 4 and 8 below, we have relied on
oral advice of the staff of the Commission that the Commission has declared the
Registration Statement effective under the 1933 Act.

     On the basis of the foregoing and subject to the assumptions, limitations
and qualifications we set forth herein, we are of the following opinions:

     1.   The Company is a corporation duly incorporated and validly existing in
good standing under the laws of the State of Delaware, with corporate power and
authority to own its properties and to conduct the business of the Marathon
Group as described in the Prospectus [as amended or supplemented].

     2.   The Company has duly authorized, executed and delivered the
Underwriting Agreement and the Pricing Agreement.

     3.   The Company has duly authorized the issuance and sale of the
Securities. When executed and authenticated in accordance with the provisions of
the Indenture and delivered to and paid for by the Underwriters in accordance
with the Pricing Agreement, the Securities will constitute valid and legally
binding obligations of the Company, enforceable against the Company in
accordance with their terms and entitled to the benefits of the Indenture. The
Securities conform, as to legal matters, in all material respects to the
descriptions thereof the Prospectus [as amended or supplemented] contains.

     4.   [The Company has duly authorized, executed and delivered the
Indenture. The Indenture constitutes a valid and legally binding obligation of
the Company, enforceable against the Company in accordance with its terms and
has been duly qualified under the Trust Indenture Act of 1939 (the "Trust
Indenture Act").]

     5.   The issuance and sale of the Securities, the consummation of any of
the other transactions contemplated by the Pricing Agreement and the compliance
by the Company with the terms of the Pricing Agreement will not result in any
violation of (a) the Charter Documents, (b) the terms of any agreement or
instrument to which the Company or any Subsidiary is a party or bound or to
which its or their property is subject and listed on Schedule I hereto or (c)
the laws of the State of New York or Texas, the General Corporation Law of the
State of Delaware or the Federal laws of the United States.

     6.   No consent, approval, authorization or order of, or registration or
qualification with, any court or governmental agency or body having jurisdiction
over the Company or any of its properties is required on the part of the Company
under any applicable law for its issuance and sale of the Securities or its
consummation of the other transactions the Pricing Agreement contemplates,
except such as have been obtained under the 1933 Act and the Trust Indenture Act
and such consents, approvals, authorizations, registrations or qualifications as
state securities or Blue Sky laws may require in connection with the purchase
and distribution of the Securities by the Underwriters.

     7.   The Registration Statement and the Prospectus and any amendments and
supplements thereto made by the Company prior to the date hereof, as of their
respective



                                                                            IV-3

effective or issue dates, appear on their face to have been appropriately
responsive in all material respects to the requirements of the 1933 Act and the
Trust Indenture Act.

     8.   The Registration Statement has become effective under the 1933 Act
and, to our knowledge, no stop order suspending its effectiveness has been
issued and no proceedings for that purpose are pending before or threatened by
the Commission. Any filing of the Prospectus Rule 424(b) under the 1933 Act
requires has been timely made in accordance with that rule.

     9.   We do not know of any pending or threatened legal or governmental
proceedings with respect to the Company that are required to be disclosed in the
Prospectus [as amended or supplemented], or any amendment or supplement thereto,
which are not disclosed in the Prospectus [as amended or supplemented].

     10.  The Company is not and, after giving effect to the offering and
sale of the Securities and the application of the proceeds thereof as described
in the Prospectus as amended or supplemented, will not be an "investment
company" as the Investment Company Act of 1940 defines that term.

     We have participated in conferences with officers and other representatives
of the Company, representatives of the independent public accountants of the
Company, your representatives and your counsel at which the contents of the
Registration Statement and the Prospectus and related matters were discussed.
Although we have not undertaken to determine independently, and do not assume
any responsibility for, the accuracy, completeness or fairness of the statements
the Registration Statement or the Prospectus contains (except to the extent set
forth in the last sentence of paragraph 3 above), we advise you that, on the
basis of the foregoing, no facts have come to our attention that lead us to
believe that the Registration Statement, as of its effective date, contained an
untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements therein not misleading
or that the Prospectus, as of its issue date or the date hereof, contained or
contains an untrue statement of a material fact or omitted or omits to state a
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading. In paragraph 7
above and in this paragraph, references to the Registration Statement or the
Prospectus do not include references to any of the following, as to which we
have not been asked to comment, which the Registration Statement or the
Prospectus contains or incorporates by reference or omits: (a) the financial
statements, including the notes and schedules, if any thereto, or the auditor's
reports on the audited portions thereof, (b) the other accounting, financial,
reserve engineering and statistical information, (c) any statement or
representation in any exhibit to the Registration Statement or (d) the
information respecting the business of the U.S. Steel Group.

     Our opinions above as to the enforceability of the Securities and the
Indenture are subject to the effect of (a) bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium and other laws relating to or
affecting creditors' rights generally, (b) general principles of equity
(regardless of whether that enforcement is considered in a proceeding in equity
or at law) and (c) any implied covenants of good faith and fair dealing.



                                                                            IV-4

     In this letter, references to federal statutes include all amendments
thereto and all rules and regulations of the Commission thereunder, in each as
in effect on the date hereof.

     In this letter, phrases such as "to our knowledge," "known to us" and those
with equivalent wording refer to the conscious awareness of information by the
lawyers of this Firm who have prepared or signed this letter or been actively
involved in assisting and advising the Company in connection with the
preparation of the Registration Statement, the Prospectus and the execution and
delivery of the Pricing Agreement, without any independent investigation by any
lawyer of this Firm.

     Except as we otherwise expressly state, we limit our opinions in this
letter in all respects to matters of the laws of the States of New York and
Texas and the General Corporation Law of the State of Delaware.

     We are furnishing this letter to you solely for your use in connection with
the transactions consummated on the date hereof under the Pricing Agreement and
may not be relied on by any other person or for any other purpose. This letter
speaks as of the date hereof, and we disclaim any obligation to update it.

                                             Very truly yours,

EX-4.6

                                                                     EXHIBIT 4.6

                            MARATHON OIL CORPORATION,
                                     Issuer


                                       and


                              THE BANK OF NEW YORK,
                                     Trustee


                                    INDENTURE


                           Dated as of _________, 200_


                                   ----------

                       Junior Subordinated Debt Securities

                                   ----------



          RECONCILIATION AND TIE BETWEEN SECTIONS 3.10 THROUGH 3.18(a),
                  INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939
                         AND SECTIONS OF THIS INDENTURE:



   Section of
Trust Indenture                                                                                  Sections of
   Act of 1939                                                                                    Indenture
- ----------------                                                                                 -----------
                                                                                                 
Section 3.10 (a)(1).........................................................................        6.09
             (a)(2).........................................................................        6.09
             (a)(3).........................................................................        Not Applicable
             (a)(4).........................................................................        Not Applicable
             (a)(5).........................................................................        6.09
             (b)............................................................................        6.08, 6.10
Section 3.11 (a)............................................................................        6.13
             (b)............................................................................        6.13
             (c)............................................................................        Not Applicable
Section 3.12 (a)............................................................................        7.01, 7.02
             (b)............................................................................        7.02
             (c)............................................................................        7.02
Section 3.13 (a)............................................................................        7.03
             (b)............................................................................        7.03
             (c)............................................................................        7.03
             (d)............................................................................        7.03
Section 3.14 (a)............................................................................        7.04
             (a)(4).........................................................................        1.01, 10.04
             (b)............................................................................        Not Applicable
             (c)(1).........................................................................        1.02
             (c)(2).........................................................................        1.02
             (c)(3).........................................................................        Not Applicable
             (d)............................................................................        Not Applicable
             (e)............................................................................        1.02
Section 3.15 (a)............................................................................        6.01, 6.03
             (b)............................................................................        6.02
             (c)............................................................................        6.01
             (d)(1).........................................................................        6.01
             (d)(2).........................................................................        6.01, 6.03
             (d)(3).........................................................................        6.01, 6.03
             (e)............................................................................        5.14
Section 3.16 (a)(1)(A)......................................................................        5.02, 5.12
             (a)(1)(B)......................................................................        5.13
             (a)(2).........................................................................        Not Applicable
             (a) (last sentence)............................................................        1.01
             (b)............................................................................        5.08
             (c)............................................................................        1.04
Section 3.17 (a)(1).........................................................................        5.03
             (a)(2).........................................................................        5.04
             (b)............................................................................        10.03
Section 3.18 (a)............................................................................        1.07


- --------------
NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a
part of the Indenture.



                                TABLE OF CONTENTS



                                                                                                                Page
                                                                                                                ----
                                                                                                             
ARTICLE I      DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION...........................................1
     SECTION 1.01   Definitions..................................................................................1
     SECTION 1.02   Compliance Certificates and Opinions.........................................................8
     SECTION 1.03   Form of Documents Delivered to Trustee.......................................................9
     SECTION 1.04   Acts of Holders; Record Dates................................................................9
     SECTION 1.05   Notices, Etc., to Trustee and Company.......................................................10
     SECTION 1.06   Notice to Holders; Waiver of Notice.........................................................11
     SECTION 1.07   Conflict With Trust Indenture Act...........................................................11
     SECTION 1.08   Effect of Headings and Table of Contents....................................................11
     SECTION 1.09   Successors and Assigns......................................................................11
     SECTION 1.10   Separability Clause.........................................................................11
     SECTION 1.11   Benefits of Indenture; No Recourse Against Others...........................................12
     SECTION 1.12   Governing Law...............................................................................12
     SECTION 1.13   Legal Holidays..............................................................................12
     SECTION 1.14   Holders of Preferred Securities as Third Party Benefiiciaries...............................12

ARTICLE II     SECURITY FORMS...................................................................................13
     SECTION 2.01   Forms Generally.............................................................................13
     SECTION 2.02   Form of Face of Security....................................................................13
     SECTION 2.03   Form of Reverse of Security.................................................................15
     SECTION 2.04   Form of Legend for Global Securities........................................................19
     SECTION 2.05   Form of Trustee's Certificate of Authentication.............................................19

ARTICLE III    THE SECURITIES...................................................................................20
     SECTION 3.01   Amount Unlimited; Issuable in Series........................................................20
     SECTION 3.02   Denominations...............................................................................23
     SECTION 3.03   Execution, Authentication, Delivery and Dating..............................................23
     SECTION 3.04   Temporary Securities........................................................................24
     SECTION 3.05   Registration, Registration of Transfer and Exchange.........................................25
     SECTION 3.06   Mutilated, Destroyed, Lost and Stolen Securities............................................27
     SECTION 3.07   Payment of Interest; Interest Rights Preserved..............................................27
     SECTION 3.08   Persons Deemed Owners.......................................................................29
     SECTION 3.09   Cancellation................................................................................29
     SECTION 3.10   Computation of Interest.....................................................................29

ARTICLE IV     SATISFACTION AND DISCHARGE.......................................................................29
     SECTION 4.01   Satisfaction and Discharge of Indenture.....................................................29
     SECTION 4.02   Application of Trust Money..................................................................31

ARTICLE V      REMEDIES.........................................................................................31
     SECTION 5.01   Events of Default...........................................................................31


                                        i


                                                                                                             
     SECTION 5.02   Acceleration of Maturity; Rescission and Annulment..........................................33
     SECTION 5.03   Collection of Indebtedness and Suits for Enforcement by Trustee.............................34
     SECTION 5.04   Trustee May File Proofs of Claim............................................................35
     SECTION 5.05   Trustee May Enforce Claims Without Possession of Securities.................................35
     SECTION 5.06   Application of Money Collected..............................................................35
     SECTION 5.07   Limitation on Suits.........................................................................36
     SECTION 5.08   Unconditional Right of Holders to Receive Principal, Premium and Interest...................37
     SECTION 5.09   Restoration of Rights and Remedies..........................................................37
     SECTION 5.10   Rights and Remedies Cumulative..............................................................37
     SECTION 5.11   Delay or Omission Not Waiver................................................................37
     SECTION 5.12   Control by Holders..........................................................................38
     SECTION 5.13   Waiver of Past Defaults.....................................................................38
     SECTION 5.14   Undertaking for Costs.......................................................................38
     SECTION 5.15   Waiver of Usury, Stay or Extension Laws.....................................................39

ARTICLE VI     THE TRUSTEE......................................................................................39
     SECTION 6.01   Certain Duties and Responsibilities.........................................................39
     SECTION 6.02   Notice of Defaults..........................................................................40
     SECTION 6.03   Certain Rights of Trustee...................................................................40
     SECTION 6.04   Not Responsible for Recitals or Issuance of Securities......................................41
     SECTION 6.05   May Hold Securities.........................................................................41
     SECTION 6.06   Money Held in Trust.........................................................................42
     SECTION 6.07   Compensation, Reimbursement and Indemnification.............................................42
     SECTION 6.08   Conflicting Interests.......................................................................43
     SECTION 6.09   Corporate Trustee Required; Eligibility.....................................................43
     SECTION 6.10   Resignation and Removal; Appointment of Successor...........................................43
     SECTION 6.11   Acceptance of Appointment by Successor......................................................45
     SECTION 6.12   Merger, Conversion, Consolidation or Succession to Business.................................46
     SECTION 6.13   Preferential Collection of Claims Against Company...........................................46
     SECTION 6.14   Appointment of Authenticating Agent.........................................................46

ARTICLE VII    HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY................................................48
     SECTION 7.01   Company to Furnish Trustee Names and Addresses of Holders...................................48
     SECTION 7.02   Preservation of Information; Communications to Holders......................................48
     SECTION 7.03   Reports by Trustee..........................................................................49
     SECTION 7.04   Reports by Company..........................................................................49

ARTICLE VIII   CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE.............................................49
     SECTION 8.01   Company May Consolidate, Etc., Only on Certain Terms........................................49
     SECTION 8.02   Successor Substituted.......................................................................50
     SECTION 8.03   Trustee Entitled to Opinion.................................................................51

ARTICLE IX     SUPPLEMENTAL INDENTURES..........................................................................51
     SECTION 9.01   Supplemental Indentures Without Consent of Holders..........................................51
     SECTION 9.02   Supplemental Indentures With Consent of Holders.............................................52



                                       ii


                                                                                                             
     SECTION 9.03   Execution of Supplemental Indentures........................................................54
     SECTION 9.04   Effect of Supplemental Indentures...........................................................54
     SECTION 9.05   Conformity With Trust Indenture Act.........................................................54
     SECTION 9.06   Reference in Securities to Supplemental Indentures..........................................54

ARTICLE X      COVENANTS........................................................................................54
     SECTION 10.01  Payment of Principal, Premium and Interest..................................................54
     SECTION 10.02  Maintenance of Office or Agency.............................................................54
     SECTION 10.03  Money for Securities Payments to be Held in Trust...........................................55
     SECTION 10.04  Statement by Officers as to Default.........................................................56
     SECTION 10.05  Waiver of Certain Covenants.................................................................56
     SECTION 10.06  Certain Expenses............................................................................57

ARTICLE XI     REDEMPTION OF SECURITIES.........................................................................57
     SECTION 11.01  Applicability of Article....................................................................57
     SECTION 11.02  Election to Redeem; Notice to Trustee.......................................................57
     SECTION 11.03  Selection by Trustee of Securities to Be Redeemed...........................................57
     SECTION 11.04  Notice of Redemption........................................................................58
     SECTION 11.05  Deposit of Redemption Price.................................................................59
     SECTION 11.06  Securities Payable on Redemption Date.......................................................59
     SECTION 11.07  Securities Redeemed in Part.................................................................59

ARTICLE XII    SINKING FUNDS....................................................................................60
     SECTION 12.01  Applicability of Article....................................................................60
     SECTION 12.02  Satisfaction of Sinking Fund Payments with Securities.......................................60
     SECTION 12.03  Redemption of Securities for Sinking Fund...................................................60

ARTICLE XIII   DEFEASANCE AND COVENANT DEFEASANCE...............................................................61
     SECTION 13.01  Company's Option to Effect Defeasance or Covenant Defeasance................................61
     SECTION 13.02  Defeasance and Discharge....................................................................61
     SECTION 13.03  Covenant Defeasance.........................................................................62
     SECTION 13.04  Conditions to Defeasance or Covenant Defeasance.............................................62
     SECTION 13.05  Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous
                      Provisions ...............................................................................64
     SECTION 13.06  Reinstatement...............................................................................65

ARTICLE XIV    SUBORDINATION OF SECURITIES......................................................................65
     SECTION 14.01  Securities Subordinate to Senior Debt.......................................................65
     SECTION 14.02  Payment over of Proceeds Upon Dissolution, Etc..............................................66
     SECTION 14.03  No Payment When Senior Debt in Default......................................................66
     SECTION 14.04  Payment Permitted in Certain Situations.....................................................67
     SECTION 14.05  Subrogation to Rights of Holders of Senior Debt.............................................67
     SECTION 14.06  Provisions Solely to Define Relative Rights.................................................68
     SECTION 14.07  Trustee to Effectuate Subordination.........................................................68
     SECTION 14.08  No Waiver of Subordination Provisions.......................................................68
     SECTION 14.09  Notice to Trustee...........................................................................69
     SECTION 14.10  Reliance on Judicial Order or Certificate of Liquidating Agent..............................70



                                       iii


                                                                                                             
     SECTION 14.11  Trustee Not Fiduciary for Holders of Senior Debt............................................70
     SECTION 14.12  Rights of Trustee as Holder of Senior Debt; Preservation of Trustee's Rights................70
     SECTION 14.13  Article Applicable to Paying Agents.........................................................70
     SECTION 14.14  Certain Conversions or Exchanges Deemed Payment.............................................71
     SECTION 14.15  Defeasance of This Article XIV..............................................................71



                                       iv


     INDENTURE, dated as of ______________, 200_, between MARATHON OIL
CORPORATION, a corporation duly organized and existing under the laws of the
State of Delaware (herein called the "Company"), having its principal office at
5555 San Felipe Road, Houston, Texas 77056-2723, and THE BANK OF NEW YORK, a
banking corporation duly organized and existing under the laws of the State of
New York, as Trustee (herein called the "Trustee").

                             RECITALS OF THE COMPANY

     The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its junior
subordinated debentures, notes or other evidences of indebtedness (herein called
the "Securities"), to be issued in one or more series as in this Indenture
provided.

     All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     For and in consideration of the premises and the purchase of the Securities
by the Holders thereof, it is mutually agreed, for the equal and proportionate
benefit of all Holders of the Securities or of series thereof, as follows:

                                    ARTICLE I
                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

     SECTION 1.01   DEFINITIONS.

     For all purposes of this Indenture, except as otherwise expressly provided
or unless the context otherwise requires:

     (1)  the terms defined in this Article have the meanings assigned to them
          in this Article and include the plural as well as the singular;

     (2)  all other terms used herein which are defined in the Trust Indenture
          Act, either directly or by reference therein, have the meanings
          assigned to them therein;

     (3)  all accounting terms not otherwise defined herein have the meanings
          assigned to them in accordance with generally accepted accounting
          principles in the United States of America, and, except as otherwise
          expressly provided herein, the term "generally accepted accounting
          principles" with respect to any computation required or permitted
          hereunder shall mean such accounting principles as are generally
          accepted in the United States of America at the date of such
          computation;

     (4)  unless the context otherwise requires, any reference to an "Article"
          or a "Section" refers to an Article or a Section, as the case may be,
          of this Indenture; and

                                        1


     (5)  the words "herein," "hereof" and "hereunder" and other words of
          similar import refer to this Indenture as a whole and not to any
          particular Article, Section or other subdivision of this Indenture.

     "Act," when used with respect to any Holder, has the meaning specified in
Section 1.04.

     "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person; provided, however, that, except as otherwise
provided with respect to Securities of a series as contemplated by Section 3.01,
no Trust to which Securities have been issued shall be deemed to be an Affiliate
of the Company. For the purposes of this definition, "control" when used with
respect to any specified Person means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

     "Authenticating Agent" means any Person authorized by the Trustee pursuant
to Section 6.14 to act on behalf of the Trustee to authenticate Securities of
one or more series.

     "Board of Directors" means the board of directors of the Company or any
duly authorized committee of that board.

     "Board Resolution" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Company to have been duly adopted by the Board
of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

     "Business Day," when used with respect to any Place of Payment or place of
conversion or exchange, means each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in that Place of Payment
or place of conversion or exchange are authorized or obligated by law or
executive order to close.

     "Commission" means the Securities and Exchange Commission.

     "Common Securities" means the common undivided beneficial interests in the
assets of the applicable Trust.

     "Company" means Marathon Oil Corporation until a successor corporation
shall have become such pursuant to the applicable provisions of this Indenture,
and thereafter "Company" shall mean that successor corporation.

     "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairman of the Board, any Vice
Chairman of the Board, Chief Executive Officer, President, Chief Operating
Officer, Chief Financial Officer or any Vice President, and by its Treasurer,
any Assistant Treasurer, the Comptroller, any Assistant Comptroller, its
Secretary or any Assistant Secretary, and delivered to the Trustee.

     "Corporate Trust Office" means the principal office of the Trustee at which
at any particular time its corporate trust business shall be administered, which
at the date of original

                                        2


execution of this Indenture is located at The Bank of New York, 101 Barclay
Street, Floor 8W, New York, New York 10286, Attention: Corporate Trust
Administration.

     "corporation" includes associations, corporations, companies, limited
liability companies and statutory trusts.

     "Covenant Defeasance" has the meaning specified in Section 13.03.

     "Declaration of Trust" means the Amended and Restated Declaration of Trust
of a Trust, if any, specified in the applicable Establishment Action or
indenture supplemental hereto establishing a particular series of Securities
pursuant to Section 3.01 hereof, as amended or supplemented from time to time.

     "Defaulted Interest" has the meaning specified in Section 3.07.

     "Defeasance" has the meaning specified in Section 13.02.

     "Depositary" means, with respect to Securities of any series issuable or
issued in whole or in part in the form of one or more Global Securities, a
clearing agency registered under the Exchange Act that is designated to act as
Depositary for such Securities as contemplated by Section 3.01.

     "Dollar" means the coin or currency of the United States as at the time of
payment is legal tender for the payment of public and private debts.

     "Establishment Action" shall mean

          (i)  resolution duly adopted by the Company's board of directors
               establishing one or more series of Securities and authorizing the
               issuance of any Security or

          (ii) a resolution or action by a committee, officer or employee of the
               Company, establishing one or more series of Securities and/or
               authorizing the issuance of any Security, in each case, pursuant
               to a resolution duly adopted by the Company's board of directors.

     "Event of Default" has the meaning specified in Section 5.01.

     "Exchange Act" means the Securities Exchange Act of 1934 and any statute
successor thereto, in each case as amended from time to time.

     "Foreign Currency" means a currency of the government, or governments, of
any country, or countries, other than the United States of America.

     "Foreign Government Obligations" means, with respect to the Securities of
any series that are denominated in a Foreign Currency, securities that are

                                        3


          (i)   direct obligations of the government, or governments, that
                issued or caused to be issued such currency for the payment of
                which obligations its, or their, full faith and credit is
                pledged or

          (ii)  obligations of a Person controlled or supervised by and acting
                as an agency or instrumentality of such government, or
                governments, the timely payment of which is unconditionally
                guaranteed as a full faith and credit obligation by such
                government, or governments,

which, in either case under clause (i) or (ii), are not callable or redeemable
at the option of the issuer thereof.

     "Global Security" means a Security that evidences all or part of the
Securities of any series and bears the legend set forth in Section 2.04 (or such
legend as may be specified as contemplated by Section 3.01 for such Securities).

     "Holder" means a Person in whose name a Security is registered in the
Security Register.

     "Indenture" means this instrument as originally executed and as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto.

     "interest," when used with respect to an Original Issue Discount Security
which by its terms bears interest only after Maturity, means interest payable
after Maturity.

     "Interest Payment Date," when used with respect to any Security, means the
Stated Maturity of an installment of interest on such Security.

     "Junior Securities" has the meaning specified in Section 14.14.

     "Maturity," when used with respect to any Security, means the date on which
the principal of such Security or an installment of principal becomes due and
payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise.

     "Notice of Default" means a written notice of the kind specified in Section
5.01(4).

     "Officers' Certificate" means a certificate signed by the Chairman of the
Board, any Vice Chairman of the Board, Chief Executive Officer, President, Chief
Operating Officer, Chief Financial Officer or any Vice President, and by the
Treasurer, any Assistant Treasurer, the Comptroller, any Assistant Comptroller,
the Secretary or any Assistant Secretary, of the Company, and delivered to the
Trustee. One of the officers signing an Officers' Certificate given pursuant to
Section 10.04 shall be the principal executive, financial or accounting officer
of the Company.

     "Opinion of Counsel" means a written opinion of counsel (i) who may be
counsel to the Company or a Trust, (ii) who may be an employee of the Company
but shall not be an employee of a Trust or the Trustee and (iii) who shall be
reasonably acceptable to the Trustee.

                                        4


     "Original Issue Discount Security" means any Security which provides for an
amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 5.02.

     "Outstanding," when used with respect to Securities, means, as of the date
of determination, all Securities theretofore authenticated and delivered under
this Indenture, except:

          (i)   Securities theretofore cancelled by the Trustee or delivered to
                the Trustee for cancellation;

          (ii)  Securities for whose payment or redemption money in the
                necessary amount has been theretofore deposited with the Trustee
                or any Paying Agent (other than the Company) in trust or set
                aside and segregated in trust by the Company (if the Company
                shall act as its own Paying Agent) for the Holders of such
                Securities; provided that, if such Securities are to be
                redeemed, notice of such redemption has been duly given pursuant
                to this Indenture or provision therefor satisfactory to the
                Trustee has been made;

          (iii) Securities as to which Defeasance has been effected pursuant to
                Section 13.02; and

          (iv)  Securities which have been paid pursuant to Section 3.06 or
                issued in exchange for or in lieu of which other Securities have
                been authenticated and delivered pursuant to this Indenture,
                other than any such Securities in respect of which there shall
                have been presented to the Trustee proof satisfactory to it that
                such Securities are held by a bona fide purchaser in whose hands
                such Securities are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given, made or taken any
request, demand, authorization, direction, notice, consent, waiver or other
action hereunder as of any date:

          (A)   the principal amount of an Original Issue Discount Security
                which shall be deemed to be Outstanding shall be the amount of
                the principal thereof which would be due and payable as of such
                date of such determination upon acceleration of the Maturity
                thereof to such date pursuant to Section 5.02;

          (B)   if, as of such date, the principal amount payable at the Stated
                Maturity of a Security is not determinable, the principal amount
                of such Security which shall be deemed to be Outstanding shall
                be the amount as specified or determined as contemplated by
                Section 3.01;

          (C)   the principal amount of a Security denominated in one or more
                foreign currencies or currency units which shall be deemed to be
                Outstanding shall be the U.S. dollar equivalent, determined as
                of such date in the manner provided as contemplated by Section
                3.01, of the principal amount

                                        5


                of such Security (or, in the case of a Security described in
                clause (A) or (B) above, of the amount determined as provided in
                such clause); and

          (D)   Securities owned by the Company or any other obligor upon the
                Securities or any Affiliate of the Company or of such other
                obligor shall be disregarded and deemed not to be Outstanding,
                except that, in determining whether the Trustee shall be
                protected in relying upon any such request, demand,
                authorization, direction, notice, consent, waiver or other
                action, only Securities which a Responsible Officer of the
                Trustee actually knows to be so owned shall be so disregarded.

     Securities so owned which have been pledged in good faith may be regarded
as Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Securities and that the pledgee
is not the Company or any other obligor upon the Securities or any Affiliate of
the Company or of such other obligor.

     "Paying Agent" means the Company or any Person authorized by the Company to
pay the principal of and/or any premium or interest on any Securities on behalf
of the Company.

     "Person" means any individual, association, corporation, partnership, joint
venture, limited liability company, joint-stock company, trust, unincorporated
organization or government or any agency or political subdivision thereof.

     "Place of Payment," when used with respect to the Securities of any series,
means the place or places where the principal of and/or any premium or interest
on the Securities of that series are payable as specified as contemplated by
Section 3.01(6).

     "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.06 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

     "Preferred Securities" means the preferred undivided beneficial interests
in the assets of the applicable Trust.

     "Property Trustee" means the entity performing the function of the Property
Trustee under the applicable Declaration of Trust of a Trust.

     "Redemption Date," when used with respect to any Security to be redeemed,
means the date fixed for such redemption by or pursuant to this Indenture.

     "Redemption Price," when used with respect to any Security to be redeemed,
means the price at which it is to be redeemed pursuant to this Indenture.

     "Regular Record Date" for the interest payable on any Interest Payment Date
on the Securities of any series means the date specified for that purpose as
contemplated by Section 3.01.

                                        6


     "Regular Trustee" means each Person performing the function of the Regular
Trustee under the applicable Declaration of Trust of a Trust.

     "Responsible Officer," when used with respect to the Trustee, means an
officer in the corporate trust department of the Trustee, including any vice
president, assistant vice president, assistant secretary, assistant
treasurer, trust officer or any other officer of the Trustee (i) who
customarily performs functions similar to those performed by the Persons who
at the time shall be such officers, respectively, (ii) to whom any corporate
trust matter is referred because of such person's knowledge of and
familiarity with the particular subject or (iii) who has direct
responsibility for administration of this Indenture.

     "Securities" has the meaning stated in the first recital of this Indenture
and more particularly means any Securities authenticated and delivered under
this Indenture.

     "Securities Act" means the Securities Act of 1933 and any statute successor
thereto, in each case as amended from time to time.

     "Security Exchange," when used with respect to the Securities of any series
which are held as trust assets of a Trust pursuant to the Declaration of Trust
of such Trust, means the distribution of the Securities of such series by such
Trust in exchange for the Preferred Securities and Common Securities of such
Trust in dissolution of such Trust pursuant to the Declaration of Trust of such
Trust.

     "Security Register" and "Security Registrar" have the respective meanings
specified in Section 3.05.

     "Senior Debt" shall mean, with respect to the Company, the principal,
premium, if any, and interest on

     (i)    all indebtedness of the Company, whether outstanding on the date
            hereof or hereafter created, incurred or assumed, which is for money
            borrowed, or evidenced by a note or similar instrument given in
            connection with the acquisition of any business, properties or
            assets, including securities,

     (ii)   any indebtedness of others of the kinds described in the preceding
            clause (i) for the payment of which the Company is responsible or
            liable (directly or indirectly, contingently or otherwise) as
            guarantor or otherwise and

     (iii)  amendments, renewals, extensions and refundings of any such
            indebtedness,

unless in any instrument or instruments evidencing or securing such indebtedness
or pursuant to which the same is outstanding, or in any such amendment, renewal,
extension or refunding, it is expressly provided that such indebtedness is not
superior in right of payment to the Securities of any series. The Senior Debt
shall continue to be Senior Debt and entitled to the benefits of the
subordination provisions irrespective of any amendment, modification or waiver
of any term of the Senior Debt or extension or renewal of the Senior Debt
(except to the extent otherwise expressly provided in such amendment,
modification, waiver, extension or renewal).

     "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 3.07.

                                        7


     "Stated Maturity," when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security as the fixed date on which the principal of such Security or
such installment of principal or interest is due and payable.

     "Trust" means any statutory trust created under the laws of the State of
Delaware by the Company, as sponsor, as specified in the applicable
Establishment Action or indenture supplemental hereto establishing a particular
series of Securities pursuant to Section 3.01 hereof.

     "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force at
the date as of which this instrument was executed; provided, however, that in
the event the Trust Indenture Act of 1939 is amended after such date, "Trust
Indenture Act" means, to the extent required by any such amendment, the Trust
Indenture Act of 1939 as so amended.

     "Trustee" means the Person named as the "Trustee" in the first paragraph of
this instrument until a successor Trustee shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Trustee" shall mean or
include each Person who is then a Trustee hereunder, and if at any time there is
more than one such Person, "Trustee" as used with respect to the Securities of
any series shall mean the Trustee with respect to Securities of that series.

     "United States" means the United States of America (including the states
and the District of Columbia) and its possessions at the relevant date. As of
the date of this Indenture, the possessions of the United States include Puerto
Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands.

     "U.S. Government Obligation" has the meaning specified in Section 13.04.

     "Vice President," when used with respect to the Company or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title "vice president."

     "Voting Power" means the total voting power represented by all outstanding
shares of all classes of Voting Stock.

     "Voting Stock" means a corporation's stock of any class or classes (however
designated), including membership interests, membership shares or other similar
equity interests, having ordinary Voting Power for the election of the directors
of such corporation, other than stock having such power only by reason of the
happening of a contingency.

     SECTION 1.02   COMPLIANCE CERTIFICATES AND OPINIONS.

     Upon any application or request by the Company to the Trustee to take any
action under any provision of this Indenture, the Company shall furnish to the
Trustee such certificates and opinions as may be required under the Trust
Indenture Act. Each such certificate or opinion shall be given in the form of an
Officers' Certificate, if to be given by an officer of the Company, or an
Opinion of Counsel, if to be given by counsel, and shall comply with the
requirements of the Trust Indenture Act and any other requirements set forth in
this Indenture.

                                        8


     Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (except for certificates provided for in
Section 10.04) shall include,

     (1)  a statement that each individual signing such certificate or opinion
          has read such covenant or condition and the definitions herein
          relating thereto;

     (2)  a brief statement as to the nature and scope of the examination or
          investigation upon which the statements or opinions contained in such
          certificate or opinion are based;

     (3)  a statement that, in the opinion of each such individual, he has made
          such examination or investigation as is necessary to enable him to
          express an informed opinion as to whether or not such covenant or
          condition has been complied with; and

     (4)  a statement as to whether, in the opinion of each such individual,
          such condition or covenant has been complied with.

     SECTION 1.03   FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

     In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

     Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or opinion of counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.

     Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

     SECTION 1.04   ACTS OF HOLDERS; RECORD DATES.

     Any request, demand, authorization, direction, notice, consent, waiver or
other action provided or permitted by this Indenture to be given, made or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are

                                        9


delivered to the Trustee and, where it is herein expressly required, to the
Company. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the Holders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and (subject to Section 6.01) conclusive in favor of
the Trustee and the Company, if made in the manner provided in this Section.

     The fact and date of the execution by any Person of any such instrument or
writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such execution is by
a signer acting in a capacity other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the Person executing the same, may also be proved in any
other manner which the Trustee deems sufficient.

     The ownership of Securities shall be proved by the Security Register.

     Any request, demand, authorization, direction, notice, consent, waiver or
other Act of the Holder of any Security shall bind every future Holder of the
same Security and the Holder of every Security issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the Company in
reliance thereon, whether or not notation of such action is made upon such
Security.

     The Company may, in the circumstances permitted by the Trust Indenture Act,
fix any day as the record date for the purpose of determining the Holders of
Securities entitled to give or take any request, demand, authorization,
direction, notice, consent, waiver or other action, or to vote on any action,
authorized or permitted to be given or taken by Holders of Securities. If not
set by the Company prior to the first solicitation of a Holder of Securities
made by any Person in respect of any such action, or, in the case of any such
vote, prior to such vote, the record date for any such action or vote shall be
the 30th day (or, if later, the date of the most recent list of Holders required
to be provided) prior to such first solicitation or vote, as the case may be.
With regard to any record date, only the Holders of Securities on such date (or
their duly designated proxies) shall be entitled to give or take, or vote on,
the relevant action.

     SECTION 1.05   NOTICES, ETC., TO TRUSTEE AND COMPANY.

     Any request, demand, authorization, direction, notice, consent, waiver or
Act of Holders or other document provided or permitted by this Indenture to be
made upon, given or furnished to, or filed with,

     (1)  the Trustee by any Holder or by the Company shall be sufficient for
          every purpose hereunder if made, given, furnished or filed in writing
          to or with and received by the Trustee at its Corporate Trust Office,
          or

     (2)  the Company by the Trustee or by any Holder shall be sufficient for
          every purpose hereunder (unless otherwise herein expressly provided)
          if in writing and mailed, first-class postage prepaid, to the Company
          addressed to: the address last

                                       10


          furnished in writing to the Trustee by the Company, or, if no such
          address has been furnished, Treasurer, Marathon Oil Corporation, 5555
          San Felipe Road, Houston, Texas 77056-2723.

     SECTION 1.06   NOTICE TO HOLDERS; WAIVER OF NOTICE.

     Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at the address as it appears in the Security Register, not later
than the latest date (if any), and not earlier than the earliest date (if any),
prescribed for the giving of such notice. In any case where notice to Holders is
given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders. Where this Indenture provides for notice
in any manner, such notice may be waived in writing by the Person entitled to
receive such notice, either before or after the event, and such waiver shall be
the equivalent of such notice. Waivers of notice by Holders shall be filed with
the Trustee, but such filing shall not be a condition precedent to the validity
of any action taken in reliance upon such waiver.

     In case by reason of the suspension of regular mail service or by reason of
any other cause it shall be impracticable to give such notice by mail, then such
notification as shall be made with the approval of the Trustee shall constitute
a sufficient notification for every purpose hereunder.

     SECTION 1.07   CONFLICT WITH TRUST INDENTURE ACT.

     If any provision hereof limits, qualifies or conflicts with a provision of
the Trust Indenture Act which is required under such Act to be a part of and
govern this Indenture, the latter provision shall control. If any provision of
this Indenture modifies or excludes any provision of the Trust Indenture Act
which may be so modified or excluded, the latter provision shall be deemed to
apply to this Indenture as so modified or to be excluded, as the case may be.

     SECTION 1.08   EFFECT OF HEADINGS AND TABLE OF CONTENTS.

     The Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

     SECTION 1.09   SUCCESSORS AND ASSIGNS.

     All covenants and agreements in this Indenture by the Company shall bind
its successors and assigns, whether so expressed or not.

     SECTION 1.10   SEPARABILITY CLAUSE.

     In case any provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

                                       11


     SECTION 1.11   BENEFITS OF INDENTURE; NO RECOURSE AGAINST OTHERS.

     Except as provided in Section 1.14 and Section 5.01, nothing in this
Indenture or in the Securities, express or implied, shall give to any Person,
other than the parties hereto and their successors hereunder, the holders of
Senior Debt (to the extent contemplated herein) and the Holders, any benefit or
any legal or equitable right, remedy or claim under this Indenture. A director,
officer, employee, stockholder, partner or other owner of the Company or the
Trustee, as such, shall not have any liability for any obligations of the
Company under the Securities or for any obligations of the Company or the
Trustee under this Indenture or for any claim based on, in respect of or by
reason of those obligations or their creation. Each Holder by accepting a
Security waives and releases all that liability. The waiver and release shall be
part of the consideration for the issue of Securities.

     SECTION 1.12   GOVERNING LAW.

     THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY
PRINCIPLES OF CONFLICTS OF LAWS THEREUNDER TO THE EXTENT THE APPLICATION OF THE
LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

     SECTION 1.13   LEGAL HOLIDAYS.

     In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the Securities
(other than a provision of any Security which specifically states that such
provision shall apply in lieu of this Section)) payment of interest or principal
(and premium, if any) need not be made at such Place of Payment on such date,
but may be made on the next succeeding Business Day at such Place of Payment
with the same force and effect as if made on the Interest Payment Date or
Redemption Date, or at the Stated Maturity.

     SECTION 1.14   HOLDERS OF PREFERRED SECURITIES AS THIRD PARTY
                    BENEFICIARIES.

     The Company acknowledges that, prior to a Security Exchange with respect to
Securities of any series held as trust assets of a Trust, if the Property
Trustee of such Trust fails to enforce its rights under this Indenture as the
holder of the Securities of a series held as trust assets of such Trust, any
holder of the Preferred Securities of such Trust may, subject to the provisions
of Section 5.07, Section 5.12 and Section 5.13 and in accordance with the
provisions of the Declaration of Trust of such Trust, institute legal
proceedings directly against the Company to enforce such Property Trustee's
rights under this Indenture without first instituting any legal proceedings
against such Property Trustee or any other Person; provided that, if an Event of
Default has occurred and is continuing and such event is attributed to the
failure of the Company to pay principal of, premium (if any) or interest on the
Securities on the date such amounts are otherwise payable (or in the case of
redemption, on the Redemption Date), then a holder of Preferred Securities of
such Trust may directly institute a proceeding for enforcement of payment to
such holder of such amounts on the Securities having a principal amount equal to
the aggregate liquidation amount of the Preferred Securities of such holder (a
"Holder Direct

                                       12


Action") on or after the respective due date specified in the Securities. In
connection with such Holder Direct Action, the Company shall be subrogated to
the rights of such holder of Preferred Securities to the extent of any payment
made by the Company to such holders of Preferred Securities in such Holder
Direct Action. Except as provided in the preceding sentences or Section 5.01,
the holders of Preferred Securities of such Trust shall not be able to exercise
directly any other remedy available to the holders of the Securities.

                                   ARTICLE II
                                 SECURITY FORMS

     SECTION 2.01   FORMS GENERALLY.

     The Securities of each series shall be in substantially the form set forth
in this Article, or in such other form as shall be established by an
Establishment Action or in one or more indentures supplemental hereto, in each
case with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture, and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or Depositary therefor or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their
execution thereof. If the form of Securities of any series is established by
action taken pursuant to a Board Resolution, a copy of an appropriate record of
such action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 3.03 for the authentication and delivery of such
Securities.

     The definitive Securities shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner, all as determined
by the officers executing such Securities, as evidenced by their execution of
such Securities.

     SECTION 2.02   FORM OF FACE OF SECURITY.

     [Insert any legend required by the Internal Revenue Code and the
regulations thereunder.]

                            MARATHON OIL CORPORATION
                          [Insert title of the Series]

     No.____________                                               $____________

          MARATHON OIL CORPORATION, a corporation duly organized and existing
     under the laws of the State of Delaware (herein called the "Company," which
     term includes any successor Person under the Indenture hereinafter referred
     to), for value received, hereby promises to pay to ________________, or
     registered assigns, the principal sum of ________________ Dollars on
     ________________ [if the Security is to bear interest prior to Maturity,
     insert -- , and to pay interest thereon from ________________ or from the
     most recent Interest Payment Date to which interest has been paid or duly
     provided for, semi-annually on ________________ and ________________ in
     each year, commencing ____________, at the rate of ____% per annum, until
     the principal hereof is paid or made available for payment [if applicable,

                                       13


     insert -- , provided that any principal and premium, and any such
     installment of interest, which is overdue shall bear interest at the rate
     of ____% per annum (to the extent that the payment of such interest shall
     be legally enforceable), from the dates such amounts are due until they are
     paid or made available for payment, and such interest shall be payable on
     demand]. The interest so payable, and punctually paid or duly provided for,
     on any Interest Payment Date will, as provided in such Indenture, be paid
     to the Person in whose name this Security (or one or more Predecessor
     Securities) is registered at the close of business on the Regular Record
     Date for such interest, which shall be the ________________ or
     ________________ (whether or not a Business Day), as the case may be, next
     preceding such Interest Payment Date. Any such interest not so punctually
     paid or duly provided for will forthwith cease to be payable to the Holder
     on such Regular Record Date and may either be paid to the Person in whose
     name this Security (or one or more Predecessor Securities) is registered at
     the close of business on a Special Record Date for the payment of such
     Defaulted Interest to be fixed by the Trustee, notice whereof shall be
     given to Holders of Securities of this series not less than 10 days prior
     to such Special Record Date, or be paid at any time in any other lawful
     manner not inconsistent with the requirements of any securities exchange on
     which the Securities of this series may be listed, and upon such notice as
     may be required by such exchange, all as more fully provided in said
     Indenture].

          [If the Security is not to bear interest prior to Maturity, insert --
     The principal of this Security shall not bear interest except in the case
     of a default in payment of principal upon acceleration, upon redemption or
     at Stated Maturity and in such case the overdue principal and any overdue
     premium shall bear interest at the rate of ____% per annum (to the extent
     that the payment of such interest shall be legally enforceable), from the
     dates such amounts are due until they are paid or made available for
     payment. Interest on any overdue principal or premium shall be payable on
     demand. [Any such interest on overdue principal or premium which is not
     paid on demand shall bear interest at the rate of ___% per annum (to the
     extent that the payment of such interest on interest shall be legally
     enforceable), from the date of such demand until the amount so demanded is
     paid or made available for payment. Interest on any overdue interest shall
     be payable on demand.]]

          Payment of the principal of (and premium, if any) and [if applicable,
     insert -- any such] interest on this Security will be made at the office or
     agency of the Company maintained for that purpose in ________________, in
     such [coin or currency of the United States of America] [Foreign Currency,
     consistent with the provisions below,] as at the time of payment is legal
     tender for payment of public and private debts [if applicable, insert -- ;
     provided, however, that at the option of the Company payment of interest
     may be made by check mailed to the address of the Person entitled thereto
     as such address shall appear in the Security Register or by electronic
     funds transfer to an account maintained by the Person entitled thereto as
     specified in the Security Register, provided that such Person shall have
     given the Trustee written instructions].

          [If the security is payable in a foreign currency, insert the
     appropriate provision.]

                                       14


          Reference is hereby made to the further provisions of this Security
     set forth on the reverse hereof, which further provisions shall for all
     purposes have the same effect as if set forth at this place.

          Unless the certificate of authentication hereon has been executed by
     the Trustee referred to on the reverse hereof by manual signature, this
     Security shall not be entitled to any benefit under the Indenture or be
     valid or obligatory for any purpose.

          IN WITNESS WHEREOF, the Company has caused this instrument to be duly
     executed under its corporate seal.

          Dated:_________________.

                                             MARATHON OIL CORPORATION


                                             By
                                               ---------------------------------

                                             Attest:


                                             -----------------------------------

     SECTION 2.03   FORM OF REVERSE OF SECURITY.

     This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of _______, 200__ (herein called the
"Indenture," which term shall have the meaning assigned to it in such
instrument), between the Company and The Bank of New York, as Trustee (herein
called the "Trustee," which term includes any successor trustee under the
Indenture), and reference is hereby made to the Indenture for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee, the holders of Senior Debt (to the extent contemplated
in the Indenture) and the Holders of the Securities and of the terms upon which
the Securities are, and are to be, authenticated and delivered. This Security is
one of the series designated on the face hereof [if applicable, insert -- ,
limited in aggregate principal amount to $________].

     [If applicable, insert -- The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, [if applicable, insert --
(1) on ________________ in any year commencing with the year ________ and ending
with the year ________ through operation of the sinking fund for this series at
a Redemption Price equal to 100% of the principal amount, and (2)] at any time
[if applicable, insert -- on or after ________________, 20____], as a whole or
in part, at the election of the Company, at the following Redemption Prices
(expressed as percentages of the principal amount): If redeemed [if applicable,
insert -- on or before ___________________, ____%, and if redeemed] during the
12-month period beginning ________________ of the years indicated,

                                       15




                    Redemption                         Redemption
     Year             Price             Year             Price
     ----           ----------          ----           ----------
                                              




and thereafter at a Redemption Price equal to ____% of the principal amount,
together in the case of any such redemption [if applicable, insert -- (whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.]

     [If applicable, insert -- The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, (1) on ________________
in any year commencing with the year ______ and ending with the year ______
through operation of the sinking fund for this series at the Redemption Prices
for redemption through operation of the sinking fund (expressed as percentages
of the principal amount) set forth in the table below, and (2) at any time [if
applicable, insert -- on or after ______], as a whole or in part, at the
election of the Company, at the Redemption Prices for redemption otherwise than
through operation of the sinking fund (expressed as percentages of the principal
amount) set forth in the table below: If redeemed during the 12-month period
beginning ________________ of the years indicated,



                                                  Redemption Price
                   Redemption Price            for Redemption Otherwise
                for Redemption Through          Than Through Operation
     Year    Operation of the Sinking Fund       of the Sinking Fund
     ----    -----------------------------     ------------------------
                                         




and thereafter at a Redemption Price equal to ____% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Regular Record Dates or Special Record Dates referred to on the face hereof, all
as provided in the Indenture.]

     [If applicable, insert -- The sinking fund for this series provides for the
redemption on __________ in each year beginning with the year ______ and ending
with the year ______ of [if applicable, insert -- not less than $________
("mandatory sinking fund") and not more than] $________ aggregate principal
amount of Securities of this series. Securities of this series acquired or
redeemed by the Company otherwise than through [if applicable, insert --
mandatory] sinking fund payments may be credited against subsequent [if
applicable, insert --

                                       16


mandatory] sinking fund payments otherwise required to be made [if applicable,
insert -- , in the inverse order in which they become due].]

     [If the Security is subject to redemption of any kind, insert -- In the
event of redemption of this Security in part only, a new Security or Securities
of this series and of like tenor for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.]

     The indebtedness evidenced by this Security is, to the extent provided in
the Indenture, subordinate and junior in right of payment to the prior payment
in full of all Senior Debt, and this Security is issued subject to the
provisions of the Indenture with respect thereto. Each Holder of this Security,
by accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee on his or her behalf to take such action as
may be necessary or appropriate to acknowledge or effectuate the subordination
so provided and (c) appoints the Trustee his or her attorney-in-fact for any and
all such purposes. Each Holder hereof, by his or her acceptance hereof, hereby
waives all notice of the acceptance of the subordination provisions contained
herein and in the Indenture by each holder of Senior Debt, whether now
outstanding or hereafter incurred, and waives reliance by each such Holder upon
said provisions.

     [If applicable, insert--The Securities shall [not be superior in right of
payment to, and shall] rank pari passu with[,]--insert description of existing
debt of the Company that is intended to rank on a parity with the Securities.]

     [If applicable, insert -- The Indenture contains provisions for defeasance
at any time of [the entire indebtedness of this Security] [or] [certain
restrictive covenants and Events of Default with respect to this Security] [, in
each case] upon compliance with certain conditions set forth in the Indenture.]

     [If the Security is an Original Issue Discount Security, insert -- If an
Event of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to -- insert formula for determining the
amount. Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal, premium and interest (in each
case to the extent that the payment of such interest shall be legally
enforceable), all of the Company's obligations in respect of the payment of the
principal of and premium and interest, if any, on the Securities of this series
shall terminate.]

     [If applicable, insert a paragraph regarding the indexing of the Security.]

     [If applicable, insert a paragraph regarding conversion or exchange of the
Security.]

     The Indenture contains provisions permitting the Company and the Trustee to
modify the Indenture or any supplemental indenture without the consent of the
Holders for one or more of the following purposes: (1) to evidence the
succession of another corporation to the Company; (2) to add to the covenants of
the Company; (3) to add additional events of default for the benefit of Holders
of all or any series of Securities; (4) to add to or change provisions of the
Indenture to allow the issuance of Securities in other forms; (5) to add to,
change or eliminate any of the

                                       17


provisions of the Indenture in respect of one or more series of Securities
thereunder, under certain conditions specified therein; (6) to secure the
Securities; (7) to establish the form or terms of Securities of any series as
permitted by Sections 2.01 and 3.01 of the Indenture; (8) to evidence the
appointment of a successor Trustee; (9) to make provision with respect to any
conversion or exchange rights as specified as contemplated pursuant to Section
3.01 of the Indenture; and (10) to cure any ambiguity, to correct or supplement
any provision of the Indenture which may be defective or inconsistent with any
other provision of the Indenture, or to make any other provisions with respect
to matters or questions arising under the Indenture as shall not adversely
affect the interests of the Holders in any material respect.

     The Indenture also permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in principal amount of the
Securities at the time Outstanding of each series to be affected [(and, if this
Security is held as a trust asset of a Trust, such consent of the holders of the
Preferred Securities and the Common Securities of such Trust as may be required
under the Declaration of Trust of such Trust)]. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding [(and, if this Security
is held as a trust asset of a Trust, such consent of the holders of the
Preferred Securities and the Common Securities of such Trust as may be required
under the Declaration of Trust of such Trust)], on behalf of the Holders of all
Securities of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future Holders of
this Security and of any Security issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Security.

     As provided in and subject to the provisions of the Indenture, the Holder
of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee indemnity reasonably satisfactory
to the Trustee, and the Trustee shall not have received from the Holders of a
majority in principal amount of Securities of this series at the time
Outstanding a direction inconsistent with such request, and shall have failed
to institute any such proceeding, for 60 days after receipt of such notice,
request and offer of indemnity. The foregoing shall not apply to any suit
instituted by the Holder of this Security for the enforcement of any payment
of principal hereof or any premium or interest hereon on or after the
respective due dates expressed herein.

     No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and interest
on this Security at the times, place and rate, and in the coin or currency,
herein prescribed.

                                       18


     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company in any place where the principal of and any premium and
interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series
and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.

     The Securities of this series are issuable only in registered form without
coupons in denominations of $________ and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.

     No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

     Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

     All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

     SECTION 2.04   FORM OF LEGEND FOR GLOBAL SECURITIES.

     Unless otherwise specified as contemplated by Section 3.01 for the
Securities evidenced thereby, every Global Security authenticated and delivered
hereunder shall bear a legend in substantially the following form:

          This Security is a Global Security within the meaning of the Indenture
     hereinafter referred to and is registered in the name of a Depositary or a
     nominee thereof. This Security may not be exchanged in whole or in part for
     a Security registered, and no transfer of this Security in whole or in part
     may be registered, in the name of any Person other than such Depositary or
     a nominee thereof, except in the limited circumstances described in the
     Indenture.

     SECTION 2.05   FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

     The Trustee's certificates of authentication shall be in substantially the
following form:

     This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.

                                       19


Dated:                                      THE BANK OF NEW YORK,
                                            As Trustee

                                            By
                                              ----------------------------------
                                              Authorized Signatory

                                   ARTICLE III
                                 THE SECURITIES

     SECTION 3.01   AMOUNT UNLIMITED; ISSUABLE IN SERIES.

     The aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited.

     The Securities may be issued from time to time in one or more series. The
terms of each series of Securities shall be either:

     (i)  established in an Establishment Action; or

     (ii) established in one or more indentures supplemental hereto, prior to
          the issuance of Securities of any series.

Such Establishment Action or supplemental indenture shall provide:

     (1)  the title of the Securities of the series (which shall distinguish the
          Securities of the series from Securities of any other series) and a
          statement that the Securities will be offered pursuant to this
          Indenture;

     (2)  any limit upon the aggregate principal amount of the Securities of the
          series which may be authenticated and delivered under this Indenture
          (except for Securities authenticated and delivered upon registration
          of transfer of, or in exchange for, or in lieu of, other Securities of
          the series pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.07 and
          except for any Securities which, pursuant to Section 3.03, are deemed
          never to have been authenticated and delivered hereunder) and the
          price (expressed as a percentage of the aggregate principal amount
          thereof) at which the Securities of the series will be issued;

     (3)  the Person to whom any interest on a Security of the series shall be
          payable, if other than the Person in whose name that Security (or one
          or more Predecessor Securities) is registered at the close of business
          on the Regular Record Date for such interest;

     (4)  the date or dates on which the principal of any Securities of the
          series is payable;

     (5)  the rate or rates at which any Securities of the series shall bear
          interest, if any, the date or dates from which any such interest shall
          accrue, the Interest Payment

                                       20


          Dates on which any such interest shall be payable and the Regular
          Record Date for any such interest payable on any Interest Payment
          Date;

     (6)  the place or places where the principal of and/or any premium or
          interest on any Securities of the series shall be payable;

     (7)  the period or periods within which, the price or prices at which, the
          currency or currencies (including currency units) in which and the
          other terms and conditions upon which any Securities of the series may
          be redeemed, in whole or in part, at the option of the Company and, if
          other than by a Board Resolution, the manner in which any election by
          the Company to redeem the Securities shall be evidenced;

     (8)  the obligation, if any, of the Company to redeem or purchase any
          Securities of the series pursuant to any sinking fund or analogous
          provisions or at the option of the Holder thereof and the period or
          periods within which, the price or prices at which and the terms and
          conditions upon which any Securities of the series shall be redeemed
          or purchased, in whole or in part, pursuant to such obligation;

     (9)  if other than denominations of $1,000 and any integral multiple
          thereof, the denominations in which any Securities of the series shall
          be issuable;

     (10) if the amount of principal of or any premium or interest on any
          Securities of the series may be determined with reference to an index,
          pursuant to a formula or other method, the manner in which such
          amounts shall be determined;

     (11) if other than the currency of the United States of America, the
          currency, currencies or currency units in which the principal of or
          any premium or interest on any Securities of the series shall be
          payable and the manner of determining the equivalent thereof in the
          currency of the United States of America for any purpose, including
          for purposes of the definition of "Outstanding" in Section 1.01;

     (12) if the principal of or any premium or interest on any Securities of
          the series is to be payable, at the election of the Company or the
          Holder thereof, in one or more currencies or currency units other than
          that or those in which such Securities are stated to be payable, the
          currency, currencies or currency units in which the principal of or
          any premium or interest on such Securities as to which such election
          is made shall be payable, the periods within which and the terms and
          conditions upon which such election is to be made and the amount so
          payable (or the manner in which such amount shall be determined);

     (13) if other than the entire principal amount thereof, the portion of the
          principal amount of any Securities of the series which shall be
          payable upon declaration of acceleration of the Maturity thereof
          pursuant to Section 5.02;

     (14) if the principal amount payable at the Stated Maturity of any
          Securities of the series will not be determinable as of any one or
          more dates prior to the Stated

                                       21


          Maturity, the amount which shall be deemed to be the principal amount
          of such Securities as of any such date for any purpose thereunder or
          hereunder, including the principal amount thereof which shall be due
          and payable upon any Maturity other than the Stated Maturity or which
          shall be deemed to be Outstanding as of any date prior to the Stated
          Maturity (or, in any such case, the manner in which such amount deemed
          to be the principal amount shall be determined);

     (15) if applicable, that the Securities of the series, in whole or any
          specified part, shall be defeasible pursuant to Section 13.02 or
          Section 13.03 or both such Sections (or, if defeasible by another
          method, such other method) and, if other than by an action pursuant to
          a Board Resolution, the manner in which any election by the Company to
          defease such Securities shall be evidenced;

     (16) if applicable, that any Securities of the series shall be issuable in
          whole or in part in the form of one or more Global Securities and, in
          such case, the respective Depositaries for such Global Securities, the
          form of any legend or legends which shall be borne by any such Global
          Security in addition to or in lieu of that set forth in Section 2.04
          and any circumstances in addition to or in lieu of those set forth in
          clause (2) of the last paragraph of Section 3.05 in which any such
          Global Security may be exchanged in whole or in part for Securities
          registered, and any transfer of such Global Security in whole or in
          part may be registered, in the name or names of Persons other than the
          Depositary for such Global Security or a nominee thereof;

     (17) any addition to or change in the Events of Default which applies to
          any Securities of the series and any change in the right of the
          Trustee or the requisite Holders of such Securities to declare the
          principal amount thereof due and payable pursuant to Section 5.02;

     (18) any addition to or change in the covenants set forth in Article X
          which applies to Securities of the series;

     (19) if the Securities are subordinate other than in accordance with
          Article XIV, such other subordination provisions;

     (20) if the Securities of the series are convertible into, or exchangeable
          for, other securities, the terms and conditions pursuant to which the
          Securities of the series will be convertible or exchangeable;

     (21) if the Securities of such series are to be deposited as trust assets
          in a Trust, the name of the applicable Trust (which shall distinguish
          such statutory trust from all other Trusts) into which the Securities
          of such series are to be deposited as trust assets and the date of its
          Declaration of Trust; and

     (22) any other terms of the series (which terms shall not be inconsistent
          with the provisions of this Indenture, except as permitted by Section
          9.01(5)).

                                       22


     All Securities of any one series shall be substantially identical except as
to denomination and except as may otherwise be provided in the Establishment
Action referred to above or in any indenture supplemental hereto. The Company
shall provide to the Trustee a copy of any such Establishment Action.

     The Securities shall be subordinated in right of payment to Senior Debt as
provided in Article XIV and/or as specified as contemplated pursuant to this
Section.

     SECTION 3.02   DENOMINATIONS.

     The Securities of each series shall be issuable only in registered form
without coupons and only in such denominations as shall be specified as
contemplated by Section 3.01. In the absence of any such specified denomination
with respect to the Securities of any series, the Securities of such series
shall be issuable in denominations of $1,000 and any integral multiple thereof.

     SECTION 3.03   EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

     The Securities shall be executed on behalf of the Company by its Chairman
of the Board, any Vice Chairman of the Board, its President or one of its Vice
Presidents, under its corporate seal reproduced thereon attested by its
Treasurer or an Assistant Treasurer or its Secretary or one of its Assistant
Secretaries. The signature of any of these officers on the Securities may be
manual or facsimile. The seal of the Company may be in the form of a facsimile
thereof and may be impressed, affixed, imprinted or otherwise reproduced on the
Security.

     Securities bearing the manual or facsimile signatures of individuals who
were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities.

     At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities. If the
form or terms of the Securities of the series have been established by one or
more Establishment Actions as permitted by Sections 2.01 and 3.01, in
authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to Section 6.01) shall be fully protected in
relying upon, an Opinion of Counsel stating:

     (1)  if the form of such Securities has been established by an
          Establishment Action as permitted by Section 2.01, that such form has
          been established in conformity with the provisions of this Indenture;

     (2)  if the terms of such Securities have been established by an
          Establishment Action as permitted by Section 3.01, that such terms
          have been established in conformity with the provisions of this
          Indenture; and

                                       23


     (3)  that such Securities, when authenticated and delivered by the Trustee
          and issued by the Company in the manner and subject to any conditions
          specified in such Opinion of Counsel, will constitute valid and
          legally binding obligations of the Company enforceable in accordance
          with their terms, subject to bankruptcy, insolvency, fraudulent
          transfer, reorganization, moratorium and similar laws of general
          applicability relating to or affecting creditors' rights and to
          general equity principles.

     If such form or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.

     Notwithstanding the provisions of Section 3.01 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Establishment Action otherwise
required pursuant to Section 3.01 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the
authentication of each Security of such series if such documents are delivered
at or prior to the authentication upon original issuance of the first Security
of such series to be issued.

     Each Security shall be dated the date of its authentication.

     No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder. Notwithstanding the
foregoing, if any Security shall have been authenticated and delivered hereunder
but never issued and sold by the Company, and the Company shall deliver such
Security to the Trustee for cancellation as provided in Section 3.09, for all
purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.

     SECTION 3.04   TEMPORARY SECURITIES.

     Pending the preparation of definitive Securities of any series, the Company
may execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Securities which are printed, lithographed, typewritten, mimeographed
or otherwise produced, in any authorized denomination, substantially of the
tenor of the definitive Securities in lieu of which they are issued and with
such appropriate insertions, omissions, substitutions and other variations as
the officers executing such Securities may determine, as evidenced by their
execution of such Securities.

     If temporary Securities of any series are issued, the Company will cause
definitive Securities of that series to be prepared without unreasonable delay.
After the preparation of definitive Securities of such series, the temporary
Securities of such series shall be exchangeable for definitive Securities of
such series upon surrender of the temporary Securities of such series

                                       24


at the office or agency of the Company in a Place of Payment for that series,
without charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities of any series, the Company shall execute and the Trustee
shall authenticate and deliver in exchange therefor one or more definitive
Securities of the same series, of any authorized denominations and of like tenor
and aggregate principal amount. Until so exchanged, the temporary Securities of
any series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of such series and tenor.

     SECTION 3.05   REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

     The Company shall cause to be kept in an office or agency of the Company in
a Place of Payment a register (the register maintained in any such office or
agency of the Company in a Place of Payment being herein sometimes collectively
referred to as the "Security Register") in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
of Securities and of transfers of Securities. The Trustee, or any other party
serving in such capacity with the Trustee's consent, is hereby appointed
"Security Registrar" for the purpose of registering Securities and transfers of
Securities as herein provided.

     Upon surrender for registration of transfer of any Security of a series at
the office or agency of the Company in a Place of Payment for that series, the
Company shall execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Securities of
the same series, of any authorized denominations and of like tenor and aggregate
principal amount.

     At the option of the Holder, Securities of any series may be exchanged for
other Securities of the same series, of any authorized denominations and of like
tenor and aggregate principal amount, upon surrender of the Securities to be
exchanged at such office or agency. Whenever any Securities are so surrendered
for exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Securities which the Holder making the exchange is entitled to
receive.

     All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.

     Every Security presented or surrendered for registration of transfer or for
exchange shall (if so required by the Company or the Trustee) be duly endorsed,
or be accompanied by a written instrument of transfer in form satisfactory to
the Company and the Security Registrar duly executed, by the Holder thereof or
his attorney duly authorized in writing.

     No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer.

     If the Securities of any series (or of any series and specified tenor) are
to be redeemed in part, the Company shall not be required (A) to issue, register
the transfer of or exchange any

                                       25


Securities of that series (or of that series and specified tenor, as the case
may be) during a period beginning at the opening of business 15 days before the
day of the mailing of a notice of redemption of any such Securities selected for
redemption under Section 11.03 and ending at the close of business on the day of
such mailing, or (B) to register the transfer of or exchange any Security so
selected for redemption in whole or in part, except the unredeemed portion of
any Security being redeemed in part.

     The provisions of the following clauses shall apply only to Global
Securities:

     (1)  Each Global Security authenticated under this Indenture shall be
          registered in the name of the Depositary designated for such Global
          Security or a nominee thereof and delivered to such Depositary or a
          nominee thereof or custodian therefor, and each such Global Security
          shall constitute a single Security for all purposes of this Indenture.

     (2)  Notwithstanding any other provision in this Indenture, no Global
          Security may be exchanged in whole or in part for Securities
          registered, and no transfer of a Global Security in whole or in part
          may be registered, in the name of any Person other than the Depositary
          for such Global Security or a nominee thereof unless:

          (A)  such Depositary

               (i)     has notified the Company that it is unwilling or unable
                       to continue as Depositary for such Global Security or

               (ii)    has ceased to be a clearing agency registered under the
                       Exchange Act;

          (B)  there shall have occurred and be continuing an Event of Default
               with respect to such Global Security; or

          (C)  there shall exist such circumstances, if any, in addition to or
               in lieu of the foregoing as have been specified for this purpose
               as contemplated by Section 3.01.

     (3)  Subject to clause (2) above, any exchange of a Global Security for
          other Securities may be made in whole or in part, and all Securities
          issued in exchange for a Global Security or any portion thereof shall
          be registered in such names as the Depositary for such Global Security
          shall direct.

     (4)  Every Security authenticated and delivered upon registration of
          transfer of, or in exchange for or in lieu of, a Global Security or
          any portion thereof, whether pursuant to this Section, Section 3.04,
          3.06, 9.06 or 11.07 or otherwise, shall be authenticated and delivered
          in the form of, and shall be, a Global Security, unless such Security
          is registered in the name of a Person other than the Depositary for
          such Global Security or a nominee thereof.

     The Trustee shall have no obligation or duty to monitor, determine or
inquire as to compliance with any restrictions on transfer imposed under this
Indenture or under applicable law with respect to any transfer of any
interest in any Security (including any transfers between or among Depositary
Participants or beneficial owners of interests in any Global Security) other
than to require delivery of such certificates and other documentation or
evidence as are expressly required by, and to do so if and when expressly
required by the terms of, this Indenture, and to examine the same to
determine substantial compliance as to form with the express requirements
hereof.

     Neither the Trustee nor any Agent shall have any responsibility for any
actions taken or not taken by the Depositary.


                                       26


     SECTION 3.06   MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

     If any mutilated Security is surrendered to the Trustee, the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
new Security of the same series and of like tenor and principal amount and
bearing a number not contemporaneously outstanding.

     If there shall be delivered to the Company and the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security and (ii)
such security or indemnity as may be required by them to save each of them and
any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and the Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen Security, a new Security
of the same series and of like tenor and principal amount and bearing a number
not contemporaneously outstanding.

     In case any such mutilated, destroyed, lost or stolen Security has become
or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.

     Upon the issuance of any new Security under this Section, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee) connected therewith.

     Every new Security of any series issued pursuant to this Section in lieu of
any destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of that series duly issued hereunder.

     The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities.

     SECTION 3.07   PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

     Except as otherwise provided as contemplated by Section 3.01 with respect
to any series of Securities, interest on any Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be paid
to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.

     Any interest on any Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in clause (1) or (2) below:

                                       27


     (1)  The Company may elect to make payment of any Defaulted Interest to the
          Persons in whose names the Securities of such series (or their
          respective Predecessor Securities) are registered at the close of
          business on a Special Record Date for the payment of such Defaulted
          Interest, which shall be fixed in the following manner. The Company
          shall notify the Trustee in writing of the amount of Defaulted
          Interest proposed to be paid on each Security of such series and the
          date of the proposed payment, and at the same time the Company shall
          deposit with the Trustee an amount of money equal to the aggregate
          amount proposed to be paid in respect of such Defaulted Interest or
          shall make arrangements satisfactory to the Trustee for such deposit
          prior to the date of the proposed payment, such money when deposited
          to be held in trust for the benefit of the Persons entitled to such
          Defaulted Interest as in this clause provided. Thereupon, the Trustee
          shall fix a Special Record Date for the payment of such Defaulted
          Interest which shall be not more than 15 days and not less than 10
          days prior to the date of the proposed payment and not less than 10
          days after the receipt by the Trustee of the notice of the proposed
          payment. The Trustee shall promptly notify the Company of such Special
          Record Date and, in the name and at the expense of the Company, shall
          cause notice of the proposed payment of such Defaulted Interest and
          the Special Record Date therefor to be given to each Holder of
          Securities of such series in the manner set forth in Section 1.06, not
          less than 10 days prior to such Special Record Date. Notice of the
          proposed payment of such Defaulted Interest and the Special Record
          Date therefor having been so mailed, such Defaulted Interest shall be
          paid to the Persons in whose names the Securities of such series (or
          their respective Predecessor Securities) are registered at the close
          of business on such Special Record Date and shall no longer be payable
          pursuant to the following clause (2).

     (2)  The Company may make payment of any Defaulted Interest on the
          Securities of any series in any other lawful manner not inconsistent
          with the requirements of any securities exchange on which such
          Securities may be listed, and upon such notice as may be required by
          such exchange, if, after notice given by the Company to the Trustee of
          the proposed payment pursuant to this clause, such manner of payment
          shall be deemed practicable by the Trustee.

     If the Securities of the series are convertible or exchangeable and unless
otherwise specified as contemplated by Section 3.01, in the case of any Security
of such series which is converted or exchanged after any Regular Record Date and
on or prior to the next succeeding Interest Payment Date (other than any
Security whose Maturity is prior to such Interest Payment Date), interest whose
Stated Maturity is on such Interest Payment Date shall be payable on such
Interest Payment Date notwithstanding such conversion or exchange, and such
interest (whether or not punctually paid or duly provided for) shall be paid to
the Person in whose name that Security (or one or more Predecessor Securities)
is registered at the close of business on such Regular Record Date. Except as
otherwise expressly provided in the immediately preceding sentence, in the case
of any Security which is converted or exchanged, interest whose Stated Maturity
is after the date of conversion or exchange of such Security shall not be
payable.

                                       28


     Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security.

     SECTION 3.08   PERSONS DEEMED OWNERS.

     Prior to due presentment of a Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name such Security is registered as the owner of such Security
for the purpose of receiving payment of principal of and any premium and
(subject to Section 3.07) any interest on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

     SECTION 3.09   CANCELLATION.

     All Securities surrendered for payment, redemption, conversion, exchange,
registration of transfer or exchange or for credit against any sinking fund
payment shall, if surrendered to any Person other than the Trustee, be delivered
to the Trustee and shall be promptly cancelled by it. The Company may at any
time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in any
manner whatsoever, and may deliver to the Trustee (or to any other Person for
delivery to the Trustee) for cancellation any Securities previously
authenticated hereunder which the Company has not issued and sold, and all
Securities so delivered shall be promptly cancelled by the Trustee. No
Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section, except as expressly permitted by this
Indenture. Until directed otherwise by a Company Order, all cancelled Securities
held by the Trustee shall be conspicuously marked as such and thereafter treated
in accordance with the Trustee's document retention policies; provided, however,
if any cancelled Security is destroyed by the Trustee, the Trustee shall deliver
to the Company a certificate with respect to such destruction.

     SECTION 3.10   COMPUTATION OF INTEREST.

     Except as otherwise specified as contemplated by Section 3.01 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.

     SECTION 3.11   CUSIP NUMBERS.

     The Company in issuing the Securities may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use "CUSIP" numbers in
notices of redemption as a convenience to Holders; PROVIDED that any such
notice may state that no representation is made as to the correctness of such
numbers either as printed on the Securities or as contained in any notice of
a redemption and that reliance may be placed only on the other identification
numbers printed on the Securities,  and any such redemption shall not be
affected by any defect in or omission of such numbers.  The Company will
promptly notify the Trustee of any change in the "CUSIP" numbers.

                                   ARTICLE IV
                           SATISFACTION AND DISCHARGE

     SECTION 4.01   SATISFACTION AND DISCHARGE OF INDENTURE.

     This Indenture shall upon Company Request cease to be of further effect
with respect to any (or all) series of Securities (except as to any surviving
rights of registration of transfer or exchange of Securities herein expressly
provided for), and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture
with respect to such Securities, when:

                                       29


     (1)  either

          (A)  all such Securities theretofore authenticated and delivered
               (other than

               (i)     Securities which have been destroyed, lost or stolen and
                       which have been replaced or paid as provided in Section
                       3.06 and

               (ii)    Securities for whose payment money has theretofore been
                       deposited in trust or segregated and held in trust by the
                       Company and thereafter repaid to the Company or
                       discharged from such trust, as provided in Section 10.03)

               have been delivered to the Trustee for cancellation; or

          (B)  all such Securities not theretofore delivered to the Trustee for
               cancellation

               (i)     have become due and payable, or

               (ii)    will become due and payable at their Stated Maturity
                       within one year, or

               (iii)   are to be called for redemption within one year under
                       arrangements reasonably satisfactory to the Trustee for
                       the giving of notice of redemption by the Trustee in the
                       name, and at the expense, of the Company,

               and the Company, in the case of (i), (ii) or (iii) above, has
               deposited or caused to be deposited with the Trustee as trust
               funds in trust for the purpose money in an amount sufficient to
               pay and discharge the entire indebtedness on such Securities not
               theretofore delivered to the Trustee for cancellation, for
               principal and any premium and interest to the date of such
               deposit (in the case of Securities which have become due and
               payable) or to the Stated Maturity or Redemption Date, as the
               case may be;

     (2)  the Company has paid or caused to be paid all other sums payable
          hereunder by the Company; and

     (3)  the Company has delivered to the Trustee an Officers' Certificate and
          an Opinion of Counsel, each stating that all conditions precedent
          herein provided for relating to the satisfaction and discharge of this
          Indenture with respect to such Securities have been complied with.

     Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.07, the obligations of
the Trustee to any Authenticating Agent under Section 6.14 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of clause (1) of
this Section, the obligations of the Trustee under Section 4.02, Article VI and
the last paragraph of Section 10.03 shall survive.

                                       30


     SECTION 4.02   APPLICATION OF TRUST MONEY.

     Subject to the provisions of the last paragraph of Section 10.03, all money
deposited with the Trustee pursuant to Section 4.01 shall be held in trust and
applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal and any premium and
interest for whose payment such money has been deposited with the Trustee.

                                    ARTICLE V
                                    REMEDIES

     SECTION 5.01   EVENTS OF DEFAULT.

     "Event of Default," wherever used herein with respect to Securities of any
series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be occasioned by the provisions of Article
XIV or be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):

     (1)  default in the payment of any interest upon any Security of that
          series when it becomes due and payable, and continuance of such
          default for a period of 30 days; provided, however, that a valid
          extension of an interest payment period by the Company, in accordance
          with the terms of the Securities of that series established pursuant
          to Section 3.01, shall not constitute a default in the payment of
          interest for this purpose; or

     (2)  default in the payment of the principal of or any premium on any
          Security of that series at its Maturity; or

     (3)  default in the deposit of any sinking fund payment, when and as due by
          the terms of a Security of that series; or

     (4)  default in the performance, or breach, of any covenant or warranty of
          the Company in this Indenture (other than a covenant or warranty a
          default in whose performance or whose breach is elsewhere in this
          Section specifically dealt with or which has expressly been included
          in this Indenture solely for the benefit of series of Securities other
          than that series), and continuance of such default or breach for a
          period of 90 days after there has been given, by registered or
          certified mail, to the Company by the Trustee or to the Company and
          the Trustee by the Holders of at least 25% in principal amount of the
          Outstanding Securities of that series a written notice specifying such
          default or breach and requiring it to be remedied and stating that
          such notice is a "Notice of Default" hereunder; or

     (5)  the entry by a court having jurisdiction in the premises of a decree
          or order

                                       31


          (A)  for relief in respect of the Company in an involuntary case or
               proceeding under any applicable Federal or State bankruptcy,
               insolvency, reorganization or other similar law;

          (B)  adjudging the Company a bankrupt or insolvent or approving as
               properly filed a petition seeking reorganization, arrangement,
               adjustment or composition of or in respect of the Company under
               any applicable Federal or State bankruptcy, insolvency,
               reorganization or other similar law;

          (C)  appointing a custodian, receiver, liquidator, assignee, trustee,
               sequestrator or other similar official of the Company or of any
               substantial part of its property; or

          (D)  ordering the winding up or liquidation of its affairs, and the
               continuance of any such decree or order for relief or any such
               other decree or order unstayed and in effect for a period of 60
               consecutive days;

          or

     (6)  (A)  the commencement by the Company of a voluntary case or proceeding
               under any applicable Federal or State bankruptcy, insolvency,
               reorganization or other similar law to be adjudicated a bankrupt
               or insolvent;

          (B)  the consent by the Company to the entry of a decree or order for
               relief in respect of it in an involuntary case or proceeding
               under any applicable Federal or State bankruptcy, insolvency,
               reorganization or other similar law or the consent by it to the
               commencement of any bankruptcy or insolvency case or proceeding
               against it;

          (C)  the filing by the Company of a petition or answer or consent
               seeking reorganization or relief under any applicable Federal or
               State bankruptcy, insolvency, reorganization or other similar
               law, or the consent by the Company to the filing of such
               petition;

          (D)  the consent by the Company to the appointment of or taking
               possession by a custodian, receiver, liquidator, assignee,
               trustee, sequestrator or other similar official of the Company or
               of any substantial part of its property;

          (E)  the making by the Company of an assignment for the benefit of
               creditors;

          (F)  the admission by the Company in writing of its inability to pay
               its debts generally as they become due; or

          (G)  the taking of corporate action by the Company in furtherance of
               any such action;

          or

                                       32


     (7)  any other Event of Default provided with respect to Securities of that
          series.

     If, prior to a Security Exchange with respect to the Securities of any
series, an Event of Default with respect to the Securities of such series shall
have occurred, the Company expressly acknowledges that, under the circumstances
set forth in the applicable Declaration of Trust, any holder of Preferred
Securities of the applicable Trust may, subject to the provisions of Section
5.07 and Section 5.13, enforce directly against the Company the applicable
Property Trustee's rights hereunder. In furtherance of the foregoing and for the
avoidance of any doubt, the Company acknowledges that, under the circumstances
described in the applicable Declaration of Trust, any such holder of Preferred
Securities, in its own name, in the name of the applicable Trust or in the name
of the holders of the Preferred Securities issued by such Trust, may institute
or cause to be instituted a proceeding, including, without limitation, any suit
in equity, an action at law or other judicial or administrative proceeding, to
enforce the applicable Property Trustee's rights hereunder directly against the
Company as issuer of the applicable series of Securities, and may prosecute such
proceeding to judgment or final decree, and enforce the same against the
Company.

     SECTION 5.02 ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

     If an Event of Default (other than an Event of Default specified in Section
5.01(5) or 5.01(6)) with respect to Securities of any series at the time
Outstanding occurs and is continuing, then in every such case the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding Securities
of that series may declare the principal amount of all the Securities of that
series (or, if any Securities of that series are Original Issue Discount
Securities, such portion of the principal amount of such Securities as may be
specified by the terms thereof) to be due and payable immediately, by a notice
in writing to the Company (and to the Trustee if given by Holders), and upon any
such declaration such principal amount (or specified amount) shall become
immediately due and payable. If an Event of Default specified in Section 5.01(5)
or 5.01(6) with respect to Securities of any series at the time Outstanding
occurs, the principal amount of all the Securities of that series (or, if any
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount of such Securities as may be specified by the terms
thereof) shall automatically, and without any declaration or other action on the
part of the Trustee or any Holder, become immediately due and payable.

     At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series (subject to, in the case of any series of
Securities held as trust assets of a Trust and with respect to which a Security
Exchange has not theretofore occurred, such Holders' obtaining such consent of
the holders of the Preferred Securities and the Common Securities of such Trust
as may be required under the Declaration of Trust of such Trust), by written
notice to the Company and the Trustee, may rescind and annul such declaration
and its consequences if:

     (1)  the Company has paid or deposited with the Trustee a sum sufficient to
          pay

          (A)  all overdue interest on all Securities of that series,

                                       33


          (B)  the principal of (and premium, if any, on) any Securities of that
               series which have become due otherwise than by such declaration
               of acceleration and any interest thereon at the rate or rates
               prescribed therefor in such Securities,

          (C)  to the extent that payment of such interest is lawful, interest
               upon overdue interest at the rate or rates prescribed therefor in
               such Securities, and

          (D)  all sums paid or advanced by the Trustee hereunder and the
               reasonable compensation, expenses, disbursements and advances of
               the Trustee, its agents and counsel;

          and

     (2)  all Events of Default with respect to Securities of that series, other
          than the non-payment of the principal of Securities of that series
          which have become due solely by such declaration of acceleration, have
          been cured or waived as provided in Section 5.13.

     No such rescission shall affect any subsequent default or impair any right
consequent thereon.

     SECTION 5.03 COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
                  TRUSTEE.

     The Company covenants that if

     (1)  default is made in the payment of any interest on any Security when
          such interest becomes due and payable and such default continues for a
          period of 30 days, or

     (2)  default is made in the payment of the principal of (or premium, if
          any, on) any Security at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal and any premium and interest and, to the extent that
payment of such interest shall be legally enforceable, interest on any overdue
principal and premium and on any overdue interest, at the rate or rates (or
yield to maturity in the case of Original Issue Discount Securities) prescribed
therefor in such Securities, and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, except as a result of the Trustee's negligence or bad
faith.

     If an Event of Default with respect to Securities of any series occurs and
is continuing, the Trustee may in its discretion proceed to protect and enforce
its rights and the rights of the Holders of Securities of such series by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any such rights, whether for the specific enforcement of any
covenant or agreement in this Indenture or in aid of the exercise of any power
granted herein, or to enforce any other proper remedy.

                                       34


     SECTION 5.04   TRUSTEE MAY FILE PROOFS OF CLAIM.

     In case of any judicial proceeding relative to the Company (or any other
obligor upon the Securities), its property or its creditors, the Trustee shall
be entitled and empowered, by intervention in such proceeding or otherwise, to
take any and all actions authorized under the Trust Indenture Act in order to
have claims of the Holders and the Trustee allowed in any such proceeding. In
particular, the Trustee shall be authorized to collect and receive any moneys or
other property payable or deliverable on any such claims and to distribute the
same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator
or other similar official in any such judicial proceeding is hereby authorized
by each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 6.07 except as a result of its negligence
or bad faith.

     No provision of this Indenture shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding; provided, however,
that the Trustee may, on behalf of the Holders, vote for the election of a
trustee in bankruptcy or similar official and be a member of a creditors' or
other similar committee.

     SECTION 5.05   TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.

     All rights of action and claims under this Indenture or the Securities may
be prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, after provision
for the payment of the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel (except no such provision shall
be made respecting compensation, expenses, disbursements and advances made as a
result of Trustee's negligence), be for the ratable benefit of the Holders of
the Securities in respect of which such judgment has been recovered.

     SECTION 5.06   APPLICATION OF MONEY COLLECTED.

     Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal or any premium
or interest, upon presentation of the Securities and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:

          FIRST: To the payment of costs and expenses of collection, reasonable
     compensation to the Trustee, its agents, attorneys and counsel, and all
     other expenses and liabilities incurred, and all advances made, by the
     Trustee except as a result of its negligence or bad faith.

                                       35


          SECOND: Subject to Article XIV, in case the principal of the
     outstanding Securities of any series in respect of which such moneys have
     been collected shall not have become due, to the payment of interest on the
     Securities of such series, in the order of maturity of the installments of
     such interest, with interest (to the extent that such interest has been
     collected by the Trustee) upon the overdue installments of interest at the
     same rate or the yield to maturity (in the case of Original Issue Discount
     Securities) specified on the Securities of such series, such payments to be
     made ratably to the persons entitled thereto, without discrimination or
     preference.

          THIRD: Subject to Article XIV, in case the principal of the
     outstanding Securities of any series in respect of which such moneys have
     been collected shall have become due, by declaration, or otherwise, to the
     payment of the whole amount then owing and unpaid upon the Securities of
     such series for principal, premium (if any) and interest, with interest
     upon the overdue principal, premium (if any) and (to the extent that such
     interest has been collected by the Trustee) upon overdue installments of
     interest at the same rate or the yield to maturity (in the case of Original
     Issue Discount Securities) specified on the Securities of such series; and
     in case such moneys shall be insufficient to pay in full the whole amount
     so due and unpaid upon the Securities of such series, then to the payment
     of such principal, premium (if any) and interest, without preference or
     priority of principal and premium (if any), or of any installment of
     interest over any other installment of interest, or of any Security of such
     series over any other Security of such series, ratably to the aggregate of
     such principal and accrued and unpaid interest.

     SECTION 5.07   LIMITATION ON SUITS.

     No Holder of any Security of any series shall have any right to institute
any proceeding, judicial or otherwise, with respect to this Indenture, or for
the appointment of a receiver or trustee, or for any other remedy hereunder,
unless:

     (1)  such Holder has previously given written notice to the Trustee of a
          continuing Event of Default with respect to the Securities of that
          series;

     (2)  The Holders of not less than 25% in principal amount of the
          Outstanding Securities of that series shall have made written request
          to the Trustee to institute proceedings in respect of such Event of
          Default in its own name as Trustee hereunder;

     (3)  such Holder or Holders have offered to the Trustee indemnity
          reasonably acceptable to the Trustee against the costs, expenses and
          liabilities to be incurred in compliance with such request;

     (4)  the Trustee for 60 days after its receipt of such notice, request and
          offer of indemnity has failed to institute any such proceeding; and

     (5)  no direction inconsistent with such written request has been given to
          the Trustee during such 60-day period by the Holders of a majority in
          principal amount of the Outstanding Securities of that series;

                                       36


it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all of such
Holders.

     SECTION 5.08   UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM
                    AND INTEREST.

     Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of and any premium and (subject to Section 3.07)
interest on such Security on the respective Stated Maturities expressed in such
Security (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

     SECTION 5.09   RESTORATION OF RIGHTS AND REMEDIES.

     If the Trustee or any Holder has instituted any proceeding to enforce any
right or remedy under this Indenture and such proceeding has been discontinued
or abandoned for any reason, or has been determined adversely to the Trustee or
to such Holder, then and in every such case, subject to any determination in
such proceeding, the Company, the Trustee and the Holders shall be restored
severally and respectively to their former positions hereunder and thereafter
all rights and remedies of the Trustee and the Holders shall continue as though
no such proceeding had been instituted.

     SECTION 5.10   RIGHTS AND REMEDIES CUMULATIVE.

     Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities in the last paragraph of Section
3.06, no right or remedy herein conferred upon or reserved to the Trustee or to
the Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

     SECTION 5.11   DELAY OR OMISSION NOT WAIVER.

     No delay or omission of the Trustee or of any Holder of any Securities to
exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article or by law to
the Trustee or to the Holders may be exercised from time to time, and as often
as may be deemed expedient, by the Trustee or by the Holders, as the case may
be.

                                       37


     SECTION 5.12   CONTROL BY HOLDERS.

     The Holders of a majority in principal amount of the Outstanding Securities
of any series (subject to, in the case of any series of Securities held as trust
assets of a Trust and with respect to which a Security Exchange has not
theretofore occurred, such Holders' obtaining such consent of the holders of the
Preferred Securities and the Common Securities of such Trust as may be required
under the Declaration of Trust of such Trust) shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred on the Trustee, with
respect to the Securities of such series, provided that:

     (1)  such direction shall not be in conflict with any rule of law or with
          this Indenture; and

     (2)  the Trustee may take any other action deemed proper by the Trustee
          which is not inconsistent with such direction.

     SECTION 5.13   WAIVER OF PAST DEFAULTS.

     The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series (subject to, in the case of any series of
Securities held as trust assets of a Trust and with respect to which a Security
Exchange has not theretofore occurred, such Holders' obtaining such consent of
the holders of the Preferred Securities and the Common Securities of such Trust
as may be required under the Declaration of Trust of such Trust) may on behalf
of the Holders of all the Securities of such series waive any past default
hereunder with respect to such series and its consequences, except a default:

     (1)  in the payment of the principal of or any premium or interest on any
          Security of such series; or

     (2)  in respect of a covenant or provision hereof which under Article IX
          cannot be modified or amended without the consent of the Holder of
          each Outstanding Security of such series affected.

Upon any such waiver, such default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
default or impair any right consequent thereon.

     SECTION 5.14   UNDERTAKING FOR COSTS.

     In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit, and may assess costs against
any such party litigant, in the manner and to the extent provided in the Trust
Indenture Act; provided that neither this Section nor the Trust Indenture Act
shall be deemed to authorize any court to require such an undertaking or to make
such an assessment in any suit instituted by the Company.

                                       38


     SECTION 5.15   WAIVER OF USURY, STAY OR EXTENSION LAWS.

     The Company covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or advantage of, any usury, stay or extension law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law
and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

                                   ARTICLE VI
                                   THE TRUSTEE

     SECTION 6.01   CERTAIN DUTIES AND RESPONSIBILITIES.

     (a)  The duties and responsibilities of the Trustee shall be as provided by
the Trust Indenture Act. Notwithstanding the foregoing, no provision of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it. Whether or not therein
expressly so provided, every provision of this Indenture relating to the conduct
or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section.

     (b)  If at any time the Trustee hereunder is not the same Person as the
Property Trustee under a Declaration of Trust:

          (1)   whenever a reference is made herein to a Security Exchange, the
                Trustee shall be entitled to assume that no such Security
                Exchange has occurred until the Trustee shall have received
                written notice thereof given to the Trustee by the Regular
                Trustee under such Declaration of Trust; and

          (2)   the Trustee shall not be charged with notice or knowledge that
                any Person is a holder of Preferred Securities or Common
                Securities issued by the applicable Trust for any purpose under
                this Indenture, including, without limitation, Section 1.14,
                Section 5.01, Section 5.12, Section 5.13, Section 9.02 and
                Section 10.05, unless and until the Trustee is furnished with a
                list of such holders by such Property Trustee or the Regular
                Trustees under such Declaration of Trust. The Trustee may
                conclusively rely and shall be protected in relying on such
                list.

     (c)  The Trustee shall have no duty or obligation under this Indenture,
including, without limitation, Section 5.12, Section 5.13 and Section 9.02, to
determine whether the registered Holder of any Security has obtained the
requisite consent of the holders of Preferred Securities and Common Securities
required under a Declaration of Trust, and shall be protected in acting upon the
consent, direction or other instruction of the registered Holder of such
Security.

                                       39


     (d)  Notwithstanding Section 1.14 hereof, the Trustee shall not, and shall
not be deemed to, owe any fiduciary duty to the holders of Preferred Securities
or Common Securities issued by a Trust and shall not be liable to any such
holder (other than for the willful misconduct or negligence of the Trustee) if
the Trustee in good faith (i) pays over or distributes to a registered Holder of
the Securities of the applicable series or to the Company or to any other
Person, cash, property or securities to which such holders of Preferred
Securities or Common Securities shall be entitled or (ii) takes any action or
omits to take any action at the request of such registered Holder of such
Securities. Nothing in this Section 6.01(d) shall affect the obligation of any
other such Person to hold such payment for the benefit of, and to pay such
amount over to, such holders of Preferred Securities or Common Securities or
their representatives.

     SECTION 6.02   NOTICE OF DEFAULTS.

     If a default occurs hereunder with respect to Securities of any series, the
Trustee shall give the Holders of Securities of such series notice of such
default as and to the extent provided by the Trust Indenture Act; provided,
however, that in the case of any default of the character specified in Section
5.01(4) with respect to Securities of such series, no such notice to Holders
shall be given until at least 60 days after the occurrence thereof. For the
purpose of this Section, the term "default" means any event or events, as the
case may be, specified in Section 5.01, not including periods of grace, if any,
provided for therein.

     SECTION 6.03   CERTAIN RIGHTS OF TRUSTEE.

     Subject to the provisions of Section 6.01:

     (1)  the Trustee may conclusively rely and shall be protected in acting
          or refraining from acting upon any resolution, action, certificate,
          statement, instrument, opinion, report, notice, request, direction,
          consent, order, bond, debenture, note, other evidence of indebtedness
          or other paper or document believed by it to be genuine and to have
          been signed or presented by the proper party or parties;

     (2)  any request or direction of the Company mentioned herein shall be
          sufficiently evidenced by a Company Request or Company Order, and any
          resolution of the Board of Directors or Establishment Action may be
          sufficiently evidenced by a Board Resolution or Establishment Action,
          as the case may be;

     (3)  whenever in the administration of this Indenture the Trustee shall
          deem it desirable that a matter be proved or established prior to
          taking, suffering or omitting any action hereunder, the Trustee
          (unless other evidence be herein specifically prescribed) may, in the
          absence of bad faith on its part, conclusively rely upon an Officers'
          Certificate;

     (4)  the Trustee may consult with counsel of its selection, and the written
          advice of such counsel or any Opinion of Counsel shall be full and
          complete authorization and protection in respect of any action taken,
          suffered or omitted by it hereunder in good faith and in reliance
          thereon;

                                       40


     (5)  the Trustee shall be under no obligation to exercise any of the rights
          or powers vested in it by this Indenture at the request or direction
          of any of the Holders pursuant to this Indenture, unless such Holders
          shall have offered to the Trustee security or indemnity reasonably
          satisfactory to the Trustee against the costs, expenses and
          liabilities which might be incurred by it in compliance with such
          request or direction;

     (6)  the Trustee shall not be bound to make any investigation into the
          facts or matters stated in any resolution, action, certificate,
          statement, instrument, opinion, report, notice, request, direction,
          consent, order, bond, debenture, note, other evidence of indebtedness
          or other paper or document, but the Trustee, in its discretion, may
          make such further inquiry or investigation into such facts or matters
          as it may see fit, and, if the Trustee shall determine to make such
          further inquiry or investigation, it shall be entitled to examine the
          books, records and premises of the Company, personally or by agent or
          attorney at the sole cost of the Company and shall incur no liability
          or additional liability of any kind by reason of such inquiry or
          investigation;

     (7)  the Trustee may execute any of the trusts or powers hereunder or
          perform any duties hereunder either directly or by or through agents
          or attorneys, and the Trustee shall not be responsible for any
          misconduct or negligence on the part of any agent or attorney
          appointed with due care by it hereunder;

     (8)  the Trustee shall not be liable for any action taken by it in good
          faith and believed by it to be authorized or within the discretion or
          rights or powers conferred upon it by this Indenture;

     (9)  the Trustee is not required to take notice or deemed to have notice of
          any default or Event of Default hereunder, except any Event of Default
          under Section 5.01(1), (2) or (3), unless a Responsible Officer of the
          Trustee has actual knowledge thereof or has received notice in writing
          of such default or Event of Default from the Company or the Holders of
          at least 25% in aggregate principal amount of the Outstanding
          Securities, and, in the absence of any such notice, the Trustee may
          conclusively assume that no such default or Event of Default exists;

    (10)  the rights, privileges, protections, immunities and benefits given
          to the Trustee, including, without limitation, its right to be
          indemnified, are extended to, and shall be enforceable by, the Trustee
          in each of its capacities hereunder, and each agent, custodian and
          other Person employed to act hereunder; and

    (11)  the Trustee may request that the Company deliver an Officers'
          Certificate setting forth the names of individuals and/or titles of
          officers authorized at such time to take specified actions on behalf
          of the Company pursuant to this Indenture, which Officers' Certificate
          may be signed by any person authorized to sign an Officers'
          Certificate, including any person specified as so authorized in any
          such certificate previously delivered and not superseded.

     SECTION 6.04   NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

     The recitals contained herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the Company,
and neither the Trustee nor any Authenticating Agent assumes any responsibility
for their correctness. The Trustee makes no representations as to the validity
or sufficiency of this Indenture or of the Securities. Neither the Trustee nor
any Authenticating Agent shall be accountable for the use or application by the
Company of Securities or the proceeds thereof.

     SECTION 6.05   MAY HOLD SECURITIES.

     The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to 6.08 and
6.13, may otherwise deal with the Company with the same rights it would have if
it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or
such other agent.

                                       41


     SECTION 6.06   MONEY HELD IN TRUST.

     Money held by the Trustee, or any Paying Agent, in trust hereunder need not
be segregated from other funds except to the extent required by law. Neither the
Trustee nor any Paying Agent shall be under any liability for interest on any
money received by it hereunder except as otherwise agreed in writing with the
Company.

     SECTION 6.07   COMPENSATION, REIMBURSEMENT AND INDEMNIFICATION.

     The Company agrees:

     (1)  to pay to the Trustee from time to time reasonable compensation as
          shall be agreed in writing between the Company and the Trustee for all
          services rendered by it hereunder (which compensation shall not be
          limited by any provision of law in regard to the compensation of a
          trustee of an express trust);

     (2)  except as otherwise expressly provided herein, to reimburse the
          Trustee upon its request for all reasonable expenses, disbursements
          and advances incurred or made by the Trustee in accordance with any
          provision of this Indenture (including the reasonable compensation and
          the expenses and disbursements of its agents and counsel), except any
          such expense, disbursement or advance as may be attributable to its
          negligence or bad faith; and

     (3)  to indemnify each of the Trustee or any predecessor Trustee and
          their respective officers, agents, directors and employees for, and
          to hold them harmless against, any loss, liability or expense incurred
          without negligence or bad faith on its part, arising out of or in
          connection with the acceptance or administration of the trust or
          trusts hereunder, including the costs and expenses of defending itself
          against any claim or liability in connection with the exercise or
          performance of any of its powers or duties hereunder and the costs
          and expenses of enforcing this right to indemnification.

     In the event any action, suit or proceeding is brought against any
Trustee in connection with any claim for which it is entitled to indemnity
hereunder, it shall promptly (but no later than ten days following service)
notify the Company in writing, enclosing a copy of all papers served. Upon
receipt of such notice from the Trustee, the Company shall be entitled to
participate in such action, suit or proceeding and, to the extent that it
shall so desire, assume the defense thereof.  The Trustee shall have the
right to employ separate counsel in any such action, suit or proceeding and
to participate in the defense thereof, but the fees and expenses of such
counsel shall be borne by the Trustee unless (a) the Company hereafter agrees
in writing to pay such fees and expenses, (b) the Trustee, based on the
written advice of counsel of its selection, has reasonably concluded that
there is a conflict of interest between the Company and the Trustee in the
conduct of the defense of such action, suit or proceeding or (c) the Company
fails, within ten (10) days prior to the date the first response or
appearance is required to be made in such action, suit or proceeding, to
assume the defense thereof. Notwithstanding any other provision of this
Indenture, the Company shall not be liable to pay any settlement agreed to
without its written consent.

     In the event the Trustee incurs expenses or renders services in any
proceedings which result from the occurrence or continuance of an Event of
Default under Section 5.01(5) or 5.01(6) hereof, or from the occurrence of any
event which, solely by virtue of the passage of time, would become such an Event
of Default, the expenses so incurred and compensation for services so rendered
are intended to constitute expenses of administration under the United States
Bankruptcy Code or equivalent law.

     The Trustee shall have a lien prior to the Securities as to all property
and funds held by it hereunder for any amount owing it or any predecessor
Trustee pursuant to this Section 6.07, except with respect to funds held in
trust for the benefit of the Holders of particular Securities.

     The provisions of this Section shall survive the termination of this
Indenture.

                                       42


     SECTION 6.08   CONFLICTING INTERESTS.

     If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture. To the extent
permitted by such Act, the Trustee shall not be deemed to have a conflicting
interest by virtue of being a trustee under this Indenture with respect to
Securities of more than one series or a trustee under the indenture dated
February 26, 2002 between the Company and the Trustee respecting Senior Debt of
the Company and the indenture dated February 26, 2002 between the Company and
the Trustee respecting subordinated debt of the Company.

     SECTION 6.09   CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

     There shall at all times be one (and only one) Trustee hereunder with
respect to the Securities of each series, which may be Trustee hereunder for
Securities of one or more other series. Each Trustee shall be a Person that is
eligible pursuant to the Trust Indenture Act to act as such and has a combined
capital and surplus of at least $50,000,000. If any such Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of its supervising or examining authority, then for the purposes of this Section
and to the extent permitted by the Trust Indenture Act, the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
the Trustee with respect to the Securities of any series shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

     SECTION 6.10   RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

     (a)  No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 6.11.

     (b)  The Trustee may resign at any time with respect to the Securities of
one or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 6.11 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may, at the Company's expense,
petition any court of competent jurisdiction for the appointment of a
successor Trustee with respect to the Securities of such series.

     (c)  The Trustee may be removed at any time with respect to the Securities
of any series by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series, delivered to the Trustee and to the
Company. If the instrument of acceptance by a successor Trustee required by
Section 6.11 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of removal, the Trustee being removed may, at the
Company's expense, petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.

     (d)  If, at any time,

                                       43


          (1)   the Trustee shall fail to comply with Section 6.08 after written
                request therefor by the Company or by any Holder who has been a
                bona fide Holder of a Security for at least six months, or

          (2)   the Trustee shall cease to be eligible under Section 6.09 and
                shall fail to resign after written request therefor by the
                Company or by any such Holder, or

          (3)   the Trustee shall become incapable of acting or shall be
                adjudged a bankrupt or insolvent or a receiver of the Trustee or
                of its property shall be appointed or any public officer shall
                take charge or control of the Trustee or of its property or
                affairs for the purpose of rehabilitation, conservation or
                liquidation,

          then, in any such case,

          (A)   the Company by a Board Resolution may remove the Trustee with
                respect to all Securities, or

          (B)   subject to Section 5.14, any Holder who has been a bona fide
                Holder of a Security for at least six months may, on behalf of
                himself and all others similarly situated, petition any court of
                competent jurisdiction for the removal of the Trustee with
                respect to all Securities and the appointment of a successor
                Trustee or Trustees.

     (e)  If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, with respect
to the Securities of one or more series, the Company, by a Board Resolution,
shall promptly appoint a successor Trustee or Trustees with respect to the
Securities of that or those series (it being understood that any such successor
Trustee may be appointed with respect to the Securities of one or more or all of
such series and that at any time there shall be only one Trustee with respect to
the Securities of any particular series) and shall comply with the applicable
requirements of Section 6.11. If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities of such
series delivered to the Company and the retiring Trustee, the successor Trustee
so appointed shall, forthwith upon its acceptance of such appointment in
accordance with the applicable requirements of Section 6.11, become the
successor Trustee with respect to the Securities of such series and to that
extent supersede the successor Trustee appointed by the Company. If no successor
Trustee with respect to the Securities of any series shall have been so
appointed by the Company or the Holders and accepted appointment in the manner
required by Section 6.11, any Holder who has been a bona fide Holder of a
Security of such series for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.

     (f)  The Company shall give notice of each resignation and each removal of
the Trustee with respect to the Securities of any series and each appointment of
a successor Trustee

                                       44


with respect to the Securities of any series to all Holders of Securities of
such series in the manner provided in Section 1.06. Each notice shall include
the name of the successor Trustee with respect to the Securities of such series
and the address of its Corporate Trust Office.

     SECTION 6.11   ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

     In case of the appointment hereunder of a successor Trustee with respect to
all Securities, every such successor Trustee so appointed shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee; but, on the request of the
Company or the successor Trustee, such retiring Trustee shall, upon payment of
its charges, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee and shall duly
assign, transfer and deliver to such successor Trustee all property and money
held by such retiring Trustee hereunder.

     In case of the appointment hereunder of a successor Trustee with respect to
the Securities of one or more (but not all) series, the Company, the retiring
Trustee and each successor Trustee with respect to the Securities of one or more
series shall execute and deliver an indenture supplemental hereto wherein each
successor Trustee shall accept such appointment and which (i) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates, (ii) if the retiring Trustee
is not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series as to which the retiring Trustee is not retiring shall continue
to be vested in the retiring Trustee, and (iii) shall add to or change any of
the provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one Trustee,
it being understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and, upon
the execution and delivery of such supplemental indenture, the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.

     Upon request of any such successor Trustee, the Company shall execute any
and all instruments for more fully and certainly vesting in and confirming to
such successor Trustee all such rights, powers and trusts referred to in the
first or second preceding paragraph, as the case may be.

                                       45


     No successor Trustee shall accept its appointment unless at the time of
such acceptance such successor Trustee shall be qualified and eligible under
this Article.

     SECTION 6.12   MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

     Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.

     SECTION 6.13   PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

     If and when the Trustee shall be or become a creditor of the Company (or
any other obligor upon the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Company (or any such other obligor).

     SECTION 6.14   APPOINTMENT OF AUTHENTICATING AGENT.

     The Trustee may appoint an Authenticating Agent or Agents with respect to
one or more series of Securities which shall be authorized to act on behalf of
the Trustee to authenticate Securities of such series issued upon original issue
and upon exchange, registration of transfer or partial redemption thereof or
pursuant to Section 3.06, and Securities so authenticated shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent must be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

                                       46


     Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to all or substantially all of
the corporate agency or corporate trust business of an Authenticating Agent,
shall continue to be an Authenticating Agent, provided such corporation shall be
otherwise eligible under this Section, without the execution or filing of any
paper or any further act on the part of the Trustee or the Authenticating Agent.

     In case at the time such successor to any Authenticating Agent with respect
to any series shall succeed to such Authenticating Agent, any of the Securities
of such series shall have been authenticated but not delivered, any such
successor to such Authenticating Agent may adopt the certificate of
authentication of any predecessor Authenticating Agent and deliver such
Securities so authenticated; and in case at that time any of the Securities of
such series shall not have been authenticated, any successor to any
Authenticating Agent may authenticate such Securities either in the name of any
predecessor hereunder or in the name of successor Authenticating Agent; and in
all such cases such certificate shall have the full force which it is anywhere
in the Securities of such series or in this Indenture provided that the
certificate of the predecessor Authenticating Agent shall have; provided,
however, that the right to adopt the certificate of authentication of any
predecessor Authenticating Agent or to authenticate Securities in the name of
any predecessor Authenticating Agent shall apply only to its successor or
successors by merger, conversion or consolidation.

     An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which must be acceptable to the Company and shall give notice of such
appointment in the manner provided in Section 1.06 to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

     Any Authenticating Agent by the acceptance of its appointment shall be
deemed to have agreed with the Trustee that: it will perform and carry out the
duties of an Authenticating Agent as herein set forth; it will keep and maintain
and furnish to the Trustee from time to time as requested by the Trustee
appropriate records of all transactions carried out by it as Authenticating
Agent and will furnish the Trustee such other information and reports as the
Trustee may reasonably require; it is eligible for appointment as Authenticating
Agent under this Section 6.14 and will notify the Trustee promptly if it shall
cease to be so qualified; and it will indemnify the Trustee against any loss,
liability or expense incurred by the Trustee and will defend any claim asserted
against the Trustee by reason of acts or failures to act of the Authenticating
Agent but it shall have no liability for any action taken by it at the specific
written direction of the Trustee.

                                       47


     The Trustee agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section, and the Trustee
shall be entitled to be reimbursed for such payments, subject to the provisions
of Section 6.07.

     If an appointment with respect to one or more series is made pursuant to
this Section, the Securities of such series may have endorsed thereon, in
addition to the Trustee's certificate of authentication, an alternative
certificate of authentication in the following form:

     This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.

                                       THE BANK OF NEW YORK,
                                       As Trustee


                                       By
                                         ---------------------------------------
                                         As Authenticating Agent


                                       By
                                         ---------------------------------------
                                         Authorized Officer

                                   ARTICLE VII
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

     SECTION 7.01   COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.

     The Company will furnish or cause to be furnished to the Trustee:

     (1)  semi-annually, not later than June 30 and December 31 in each year, a
          list, in such form as the Trustee may reasonably require, of the names
          and addresses of the Holders of Securities of each series as of a date
          no more than 15 days prior to the date such list is furnished; and

     (2)  at such other times as the Trustee may request in writing, within 30
          days after the receipt by the Company of any such request, a list of
          similar form and content as of a date not more than 15 days prior to
          the time such list is furnished;

excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.

     SECTION 7.02   PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

     The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 7.01 and the names and
addresses of Holders received by the Trustee, or its designee, in its capacity
as Security Registrar. The Trustee may destroy any list furnished to it as
provided in Section 7.01 upon receipt of a new list so furnished.

                                       48


     The rights of Holders to communicate with other Holders with respect to
their rights under this Indenture or under the Securities, and the corresponding
rights and privileges of the Trustee, shall be as provided by the Trust
Indenture Act.

     Every Holder of Securities, by receiving and holding the same, agrees with
the Company and the Trustee that neither the Company nor the Trustee nor any
agent of either of them shall be held accountable by reason of any disclosure of
information as to names and addresses of Holders made pursuant to the Trust
Indenture Act.

     SECTION 7.03   REPORTS BY TRUSTEE.

     The Trustee shall transmit to Holders such reports concerning the Trustee
and its actions under this Indenture as may be required pursuant to the Trust
Indenture Act at the times and in the manner provided pursuant thereto.

     Reports so required to be transmitted at stated intervals of not more than
12 months shall be transmitted no later than sixty days after each May 15
following the date of first issuance.

     A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Trustee with each stock exchange upon which any
Securities are listed, with the Commission and with the Company. (The Company
will notify the Trustee when any Securities are listed on any stock exchange
pursuant to Section 7.04.)

     SECTION 7.04   REPORTS BY COMPANY.

     The Company shall file with the Trustee and the Commission, and transmit to
Holders, such information, documents and other reports, and such summaries
thereof, as may be required pursuant to the Trust Indenture Act at the times and
in the manner provided pursuant to such Act; provided that any such information,
documents or reports required to be filed with the Commission pursuant to
Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within
15 days after the same is so required to be filed with the Commission.

     The Company shall notify the Trustee when any Securities are listed on any
stock exchange and any delisting thereof.

                                  ARTICLE VIII
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

     SECTION 8.01   COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

     The Company covenants that it will not merge or consolidate with any other
corporation or sell or convey all or substantially all of its assets to any
person, firm or corporation, except that the Company may merge or consolidate
with, or sell or convey all or substantially all of its assets to, any other
corporation, provided that:

     (1)  (A)  the Company shall be the continuing corporation or:

                                       49


          (B)  (i)     the successor corporation (if other than the Company)
                       shall be a corporation organized and existing under the
                       laws of the United States of America or a state thereof;
                       and

               (ii)    such corporation shall expressly assume the due and
                       punctual payment of the principal of and any premium and
                       interest on all the Securities, according to their tenor,
                       and the due and punctual performance and observance of
                       all of the covenants and conditions of this Indenture to
                       be performed by the Company;

          and

     (2)  the Company or such successor corporation, as the case may be, shall
          not, immediately after such merger or consolidation, or such sale or
          conveyance, be in default in the performance of any such covenant or
          condition and no event which with the lapse of time, the giving of
          notice or both would constitute an Event of Default shall have
          occurred and be continuing.

For purposes of this Section 8.01, "substantially all of its assets" shall mean,
at any date, a portion of the non-current assets reflected in the Company's
consolidated balance sheet as of the end of the most recent quarterly period
that represents at least sixty-six and two-thirds percent (66 2/3%) of the total
reported value of such assets.

     SECTION 8.02   SUCCESSOR SUBSTITUTED.

     In case of any such consolidation, merger, sale or conveyance and upon the
assumption by the successor corporation of the obligations under this Indenture
and the Securities in accordance with Section 8.01, such successor corporation
shall succeed to and be substituted for the Company, with the same effect as if
it had been named herein as a party hereto, and the Company shall thereupon be
relieved of any further obligations or liabilities hereunder and upon the
Securities and the Company as the predecessor corporation may thereupon or at
any time thereafter be dissolved, wound-up or liquidated. Such successor
corporation thereupon may cause to be signed, and may issue either in its own
name or in the name of the predecessor corporation, any or all of the Securities
issuable hereunder which theretofore shall not have been signed by the Company
and delivered to the Trustee and, upon the order of such successor corporation,
instead of the Company, and subject to all the terms, conditions and limitations
in this Indenture prescribed, the Trustee shall authenticate and shall deliver
any Securities which previously shall have been signed and delivered by the
officers of the Company to the Trustee for authentication and any Securities
which such successor corporation thereafter shall cause to be signed and
delivered to the Trustee for that purpose. All the Securities so issued shall in
all respects have the same legal rank and benefit under this Indenture as the
Securities theretofore or thereafter issued in accordance with the terms of this
Indenture as though all of such Securities had been issued at the date of the
execution hereof.

     In case of any such consolidation, merger, sale or conveyance, such changes
in phraseology and form (but not in substance) may be made in the Securities
thereafter to be issued as may be appropriate.

                                       50


     SECTION 8.03   TRUSTEE ENTITLED TO OPINION.

     The Trustee, subject to the provisions of Sections 6.01 and 6.03, may
receive an Opinion of Counsel as conclusive evidence that any such
consolidation, merger, sale or conveyance, and any such assumption, complies
with the provisions of this Article.

                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

     SECTION 9.01   SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

     Without the consent of any Holders, the Company, when authorized by its
Board of Directors, and the Trustee, at any time and from time to time, may
enter into one or more indentures supplemental hereto, in form satisfactory to
the Trustee, for one or more of the following purposes:

     (1)  to evidence the succession of another Person to the Company and the
          assumption by any such successor of the covenants of the Company
          herein and in the Securities; or

     (2)  to add to the covenants of the Company for the benefit of the Holders
          of all or any series of Securities (and if such covenants are to be
          for the benefit of less than all series of Securities, stating that
          such covenants are expressly being included solely for the benefit of
          such series) or to surrender any right or power herein conferred upon
          the Company; or

     (3)  to add any additional Events of Default for the benefit of the Holders
          of all or any series of Securities (and if such additional Events of
          Default are to be for the benefit of less than all series of
          Securities, stating that such additional Events of Default are
          expressly being included solely for the benefit of such series); or

     (4)  to add to or change any of the provisions of this Indenture to such
          extent as shall be necessary to permit or facilitate the issuance of
          Securities in bearer form, registrable or not registrable as to
          principal, and with or without interest coupons, or to permit or
          facilitate the issuance of Securities in uncertificated form; or

     (5)  to add to, change or eliminate any of the provisions of this Indenture
          in respect of one or more series of Securities, including, without
          limitation, with respect to any of the provisions set forth in Article
          XIV; provided that any such addition, change or elimination

          (A)   shall neither

                (i)    apply to any Security of any series created prior to the
                       execution of such supplemental indenture and entitled to
                       the benefit of such provision nor

                                       51


                (ii)   modify the rights of the Holder of any such Security with
                       respect to such provision

          or

          (B)   shall become effective only when there is no such Security
                Outstanding; or

     (6)  to secure the Securities of any series; or

     (7)  to establish the form or terms of Securities of any series as
          permitted by Sections 2.01 and 3.01; or

     (8)  to evidence and provide for the acceptance of appointment hereunder by
          a successor Trustee with respect to the Securities of one or more
          series and to add to or change any of the provisions of this Indenture
          as shall be necessary to provide for or facilitate the administration
          of the trusts hereunder by more than one Trustee, pursuant to the
          requirements of Section 6.11; or

     (9)  to make provision with respect to any conversion or exchange rights as
          contemplated by Section 3.01; or

     (10) to cure any ambiguity, to correct or supplement any provision herein
          which may be defective or inconsistent with any other provision
          herein, or to make any other provisions with respect to matters or
          questions arising under this Indenture, provided that such action
          pursuant to this clause (10) shall not adversely affect the interests
          of the Holders of Securities of any series in any material respect.

     SECTION 9.02   SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

     With the consent of the Holders of not less than a majority in principal
amount of the Outstanding Securities of each series affected by such
supplemental indenture (subject to, in the case of any series of Securities held
as trust assets of a Trust and with respect to which a Security Exchange has not
theretofore occurred, such Holders' obtaining such consent of the holders of the
Preferred Securities and the Common Securities of such Trust as may be required
under the Declaration of Trust of such Trust), by Act of said Holders (and such
holders of the Preferred Securities and the Common Securities) delivered to the
Company and the Trustee, the Company, when authorized by its Board of Directors,
and the Trustee may enter into an indenture or indentures supplemental hereto
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or modifying in any manner
the rights of the Holders of Securities of such series under this Indenture;
provided, however, that no such supplemental indenture shall, without the
consent of the Holder of each Outstanding Security affected thereby (subject to,
in the case of any series of Securities held as trust assets of a Trust and with
respect to which a Security Exchange has not theretofore occurred, such Holders'
obtaining such consent of the holders of the Preferred Securities and the Common
Securities of such Trust as may be required under the Declaration of Trust of
such Trust):

                                       52


     (1)  change the Stated Maturity of the principal of, or any installment of
          principal of or interest on, any Security, or reduce the principal
          amount thereof or the rate of interest thereon or any premium payable
          upon the redemption thereof, or reduce the amount of the principal of
          an Original Issue Discount Security or any other Security which would
          be due and payable upon a declaration of acceleration of the Maturity
          thereof pursuant to Section 5.02, or change the coin or currency in
          which any Security or any premium or interest thereon is payable, or
          impair the right to institute suit for the enforcement of any such
          payment on or after the Stated Maturity thereof (or, in the case of
          redemption, on or after the Redemption Date), or adversely affect any
          right of the Holder of any Security to require the Company to
          repurchase such Security or adversely affect any right to convert or
          exchange any Security as specified as contemplated by Section 3.01, or
          modify the provisions of this Indenture with respect to the
          subordination of the Securities in a manner adverse to the Holders;

     (2)  reduce the percentage in principal amount of the Outstanding
          Securities of any series, the consent of whose Holders is required for
          any such supplemental indenture, or the consent of whose Holders is
          required for any waiver (of compliance with certain provisions of this
          Indenture or certain defaults hereunder and their consequences)
          provided for in this Indenture; or

     (3)  modify any of the provisions of this Section, Section 5.13 or Section
          10.05, except to increase any percentage set forth in such Sections or
          to provide that certain other provisions of this Indenture cannot be
          modified or waived without the consent of the Holder of each
          Outstanding Security (and, in the case of any series of Securities
          held as trust assets of a Trust and with respect to which a Security
          Exchange has not theretofore occurred, such consent of the holders of
          the Preferred Securities and the Common Securities of such Trust as
          may be required under the Declaration of Trust of such Trust) affected
          thereby; provided, however, that this clause shall not be deemed to
          require the consent of any Holder with respect to changes in the
          references to "the Trustee" and concomitant changes in this Section
          and Section 10.05, or the deletion of this proviso, in accordance with
          the requirements of Sections 6.11 and 9.01(8).

     A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of the Holders of Securities of such series with respect to such covenant
or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

     It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.

                                       53


     SECTION 9.03   EXECUTION OF SUPPLEMENTAL INDENTURES.

     In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 6.01) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

     SECTION 9.04   EFFECT OF SUPPLEMENTAL INDENTURES.

     Upon the execution of any supplemental indenture under this Article, this
Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.

     SECTION 9.05   CONFORMITY WITH TRUST INDENTURE ACT.

     Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act.

     SECTION 9.06   REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

     Securities of any series authenticated and delivered after the execution of
any supplemental indenture pursuant to this Article may, and shall if required
by the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities of any series so modified as to conform, in the opinion of the
Trustee and the Company, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such series.

                                    ARTICLE X
                                    COVENANTS

     SECTION 10.01  PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

     The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay or cause to be paid the
principal of (including any amount in respect of original issue discount) and
any premium and interest on each of the Securities of such series at the Place
of Payment, at the respective times and in the manner provided in the Securities
and this Indenture. The principal of, premium, and interest on the Securities
shall be payable only in accordance with the terms of the relevant Security.

     SECTION 10.02  MAINTENANCE OF OFFICE OR AGENCY.

     The Company will maintain in the Borough of Manhattan, The City of New
York, and in each other Place of Payment for any series of Securities an office
or agency where Securities of

                                       54


that series may be presented or surrendered for payment, where Securities of
that series may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Company in respect of the Securities of
that series and this Indenture may be served. The Company will give prompt
written notice to the Trustee of the location, and any change in the location,
of such office or agency. If at any time the Company shall fail to maintain any
such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the Trustee, or an affiliate of the
Trustee, and the Company hereby appoints the Trustee as its agent to receive all
such presentations, surrenders, notices and demands.

     The Company may also from time to time designate one or more other offices
or agencies where the Securities of one or more series may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an office or agency
in the Borough of Manhattan, The City of New York, and in each other Place of
Payment for Securities of any series for such purposes. The Company will give
prompt written notice to the Trustee of any such designation or rescission and
of any change in the location of any such other office or agency.

     SECTION 10.03  MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.

     If the Company shall at any time act as its own Paying Agent with respect
to any series of Securities, it will, on or before each due date of the
principal of or any premium or interest on any of the Securities of that series,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal and any premium and interest so becoming due
until such sums shall be paid to such Persons or otherwise disposed of as herein
provided and will promptly notify the Trustee of its action or failure so to
act.

     Whenever the Company shall have one or more Paying Agents for any series of
Securities, it will, prior to each due date of the principal of or any premium
or interest on any Securities of that series, deposit with a Paying Agent a sum
sufficient to pay such amount, such sum to be held as provided by the Trust
Indenture Act, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of its action or failure so to act.

     The Company will cause each Paying Agent, other than the Trustee or the
Company, for any series of Securities to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to
the provisions of this Section, that such Paying Agent will (1) comply with the
provisions of the Trust Indenture Act applicable to it as a Paying Agent and (2)
during the continuance of any default by the Company (or any other obligor upon
the Securities of that series) in the making of any payment in respect of the
Securities of that series, upon the written request of the Trustee, forthwith
pay to the Trustee all sums held in trust by such Paying Agent for payment in
respect of the Securities of that series. Each of the Company and the Trustee,
having agreed to the foregoing on its behalf as a Paying Agent by its execution
and delivery of this instrument, has hereby satisfied the provisions of this
paragraph with respect to itself as a Paying Agent.

                                       55


     The Company may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, pay, or by Company
Order direct any Paying Agent to pay, to the Trustee all sums held in trust by
the Company or such Paying Agent, such sums to be held by the Trustee upon the
same trusts as those upon which such sums were held by the Company or such
Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such
Paying Agent shall be released from all further liability with respect to such
money.

     Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of or any premium or
interest on any Security of any series and remaining unclaimed for two years
after such principal, premium or interest has become due and payable shall be
paid to the Company on Company Request, or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Security shall thereafter,
as an unsecured general creditor, look only to the Company for payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in New York, New York,
notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such publication,
any unclaimed balance of such money then remaining will be repaid to the Company
free of the trust formerly impressed upon it.

     SECTION 10.04  STATEMENT BY OFFICERS AS TO DEFAULT.

     The Company will deliver to the Trustee, within 120 days after the end of
each fiscal year of the Company ending after the date hereof, an Officers'
Certificate, stating whether or not to the knowledge of the signers thereof the
Company is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to any period of
grace or requirement of notice provided hereunder) and, if the Company shall be
in default, specifying all such defaults and the nature and status thereof of
which they may have knowledge.

     SECTION 10.05  WAIVER OF CERTAIN COVENANTS.

     Except as otherwise specified as contemplated by Section 3.01 for
Securities of such series, the Company may, with respect to the Securities of
any series, omit in any particular instance to comply with any term, provision
or condition set forth in any covenant provided pursuant to Section 3.01(18),
9.01(2) or 9.01(7) for the benefit of the Holders of such series if before the
time for such compliance the Holders of at least a majority in principal amount
of the Outstanding Securities of such series (subject to, in the case of any
series of Securities held as trust assets of a Trust and with respect to which a
Security Exchange has not theretofore occurred, such Holders' obtaining such
consent of the holders of the Preferred Securities and the Common Securities of
such Trust as may be required under the Declaration of Trust of such Trust)
shall, by Act of such Holders (and such holders of the Preferred Securities and
the Common Securities), either waive such compliance in such instance or
generally waive compliance with such term, provision or condition, but no such
waiver shall extend to or affect

                                       56


such term, provision or condition except to the extent so expressly waived, and,
until such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such term, provision or condition shall
remain in full force and effect.

     SECTION 10.06  CERTAIN EXPENSES.

     Prior to a Security Exchange with respect to Securities of any series, the
Company shall pay, to the extent provided in the applicable Declaration of
Trust, all debts and obligations (other than with respect to the Common
Securities and Preferred Securities) and cost and expenses of the Trust that
holds any Securities of such series.

     SECTION 10.07  CALCULATION OF ORIGINAL ISSUE DISCOUNT.

     The Company shall provide to the Trustee on a timely basis such
information as the Trustee reasonably requires to enable the Trustee to
prepare and file any form required to be submitted by the Company with the
Internal Revenue Service and the Holders of the Securities of any series
relating to original issue discount, including, without limitation, Form
1099-OID or any successor form.

                                   ARTICLE XI
                            REDEMPTION OF SECURITIES

     SECTION 11.01  APPLICABILITY OF ARTICLE.

     Securities of any series which are redeemable before their Stated Maturity
shall be redeemable in accordance with their terms and (except as otherwise
specified as contemplated by Section 3.01 for such Securities) in accordance
with this Article.

     SECTION 11.02  ELECTION TO REDEEM; NOTICE TO TRUSTEE.

     The election of the Company to redeem any Securities shall be evidenced by
a Board Resolution or in another manner specified as contemplated by Section
3.01 for such Securities. In case of any redemption at the election of the
Company of less than all the Securities of any series (including any such
redemption affecting only a single Security), the Company shall, at least 60
days prior to the Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee of such Redemption
Date, of the principal amount of Securities of such series to be redeemed and,
if applicable, of the tenor of the Securities to be redeemed. In the case of any
redemption of Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with such restriction.

     SECTION 11.03  SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

     If less than all the Securities of any series are to be redeemed (unless
all the Securities of such series and of a specified tenor are to be redeemed or
unless such redemption affects only a single Security), the particular
Securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities of such series
not previously called for redemption, by such method as the Trustee shall deem
fair and appropriate and which may provide for the selection for redemption of a
portion of the principal amount of any Security of such series, provided that
the unredeemed portion of the principal amount of any Security shall be in an
authorized denomination (which shall not be less than the minimum authorized
denomination or any integral multiple thereof) for such Security. If less than
all the Securities of such series and of a specified tenor are to be redeemed
(unless such redemption affects only a single Security), the particular
Securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities of

                                       57


such series and specified tenor not previously called for redemption in
accordance with the preceding sentence.

     The Trustee shall promptly notify the Company in writing of the Securities
selected for redemption as aforesaid and, in case of any Securities selected for
partial redemption as aforesaid, the principal amount thereof to be redeemed.

     The provisions of the two preceding paragraphs shall not apply with respect
to any redemption affecting only a single Security, whether such Security is to
be redeemed in whole or in part. In the case of any such redemption in part, the
unredeemed portion of the principal amount of the Security shall be in an
authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security.

     For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to the redemption of Securities shall relate, in the
case of any Securities redeemed or to be redeemed only in part, to the portion
of the principal amount of such Securities which has been or is to be redeemed.

     SECTION 11.04  NOTICE OF REDEMPTION.

     Notice of redemption shall be given by first-class mail, postage prepaid,
mailed not less than 30 nor more than 60 days prior to the Redemption Date, to
each Holder of Securities to be redeemed, at his address appearing in the
Security Register.

     All notices of redemption shall state:

     (1)  the Redemption Date,

     (2)  the Redemption Price,

     (3)  if less than all the Outstanding Securities of any series consisting
          of more than a single Security are to be redeemed, the identification
          (and, in the case of partial redemption of any such Securities, the
          principal amounts) of the particular Securities to be redeemed and, if
          less than all the Outstanding Securities of any series consisting of a
          single Security are to be redeemed, the principal amount of the
          particular Security to be redeemed,

     (4)  that on the Redemption Date the Redemption Price will become due and
          payable upon each such Security to be redeemed and, if applicable,
          that interest thereon will cease to accrue on and after said date,

     (5)  the place or places where each such Security is to be surrendered for
          payment of the Redemption Price,

     (6)  that the redemption is for a sinking fund, if such is the case,

     (7)  if applicable, the conversion price or exchange rate, the date on
          which the right to convert or exchange the Securities to be redeemed
          shall terminate and the place or

                                       58


          places where such Securities may be surrendered for conversion or
          exchange, as the case may be, and

     (8)  the CUSIP numbers, if any.

Notice of redemption of Securities to be redeemed at the election of the Company
shall be given by the Company or, at the Company's request, by the Trustee in
the name and at the expense of the Company and shall be irrevocable.

     SECTION 11.05  DEPOSIT OF REDEMPTION PRICE.

     Prior to any Redemption Date, the Company shall deposit with the Trustee or
with a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 10.03) an amount of money
sufficient to pay the Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date) accrued interest on, all the Securities which
are to be redeemed on that date other than any Securities called for redemption
on that date which have been converted or exchanged prior to the date of such
deposit.

     If any Security called for redemption is converted or exchanged, any money
deposited with the Trustee or with any Paying Agent or so segregated and held in
trust for the redemption of such Security shall (subject to any right of the
Holder of such Security or any Predecessor Security to receive interest as
provided in the last paragraph of Section 3.07) be paid to the Company upon
Company Request or, if then held by the Company, shall be discharged from such
trust.

     SECTION 11.06  SECURITIES PAYABLE ON REDEMPTION DATE.

     Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption Price, together with accrued interest
to the Redemption Date; provided, however, that, unless otherwise specified as
contemplated by Section 3.01, installments of interest whose Stated Maturity is
on or prior to the Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 3.07.

     If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal and any premium shall, until paid, bear
interest from the Redemption Date at the rate prescribed therefor in the
Security.

     SECTION 11.07  SECURITIES REDEEMED IN PART.

     Any Security which is to be redeemed only in part shall be surrendered at a
Place of Payment therefor (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Security without

                                       59


service charge, a new Security or Securities of the same series and of like
tenor, of any authorized denomination as requested by such Holder, in aggregate
principal amount equal to and in exchange for the unredeemed portion of the
principal of the Security so surrendered.

                                   ARTICLE XII
                                  SINKING FUNDS

     SECTION 12.01  APPLICABILITY OF ARTICLE.

     The provisions of this Article shall be applicable to any sinking fund for
the retirement of Securities of any series except as otherwise specified as
contemplated by Section 3.01 for such Securities.

     The minimum amount of any sinking fund payment provided for by the terms of
any Securities is herein referred to as a "mandatory sinking fund payment," and
any payment in excess of such minimum amount provided for by the terms of such
Securities is herein referred to as an "optional sinking fund payment." If
provided for by the terms of any Securities, the cash amount of any sinking fund
payment may be subject to reduction as provided in Section 12.02. Each sinking
fund payment shall be applied to the redemption of Securities as provided for by
the terms of such Securities.

     SECTION 12.02  SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.

     The Company

     (1)  may deliver Outstanding Securities of a series (other than any
          Securities previously called for redemption) and

     (2)  may apply as a credit Securities of a series which have been redeemed
          either at the election of the Company pursuant to the terms of such
          Securities or through the application of permitted optional sinking
          fund payments pursuant to the terms of such Securities,

in each case in satisfaction of all or any part of any sinking fund payment with
respect to any Securities of such series required to be made pursuant to the
terms of such Securities as and to the extent provided for by the terms of such
Securities; provided that the Securities to be so credited have not been
previously so credited. The Securities to be so credited shall be received and
credited for such purpose by the Trustee at the Redemption Price, as specified
in the Securities so to be redeemed, for redemption through operation of the
sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.

     SECTION 12.03  REDEMPTION OF SECURITIES FOR SINKING FUND.

     Not less than 45 days prior to each sinking fund payment date for any
Securities, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for such
Securities pursuant to the terms of such Securities, the portion thereof, if
any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting Securities pursuant to
Section 12.02 and will

                                       60


also deliver to the Trustee any Securities to be so delivered. Not less than 15
nor more than 45 days prior to each such sinking fund payment date, the Trustee
shall select the Securities to be redeemed upon such sinking fund payment date
in the manner specified in Section 11.03 and cause notice of the redemption
thereof to be given in the name of and at the expense of the Company in the
manner provided in Section 11.04. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 11.06 and 11.07.

                                  ARTICLE XIII
                       DEFEASANCE AND COVENANT DEFEASANCE

     SECTION 13.01  COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT
                    DEFEASANCE.

     The Company may elect, at its option at any time, to have Section 13.02 or
Section 13.03 applied to any Securities or any series of Securities, as the case
may be, designated pursuant to Section 3.01 as being defeasible pursuant to such
Section 13.02 or 13.03, in accordance with any applicable requirements provided
pursuant to Section 3.01 and upon compliance with the conditions set forth below
in this Article. Any such election shall be evidenced by a Board Resolution or
in another manner specified as contemplated by Section 3.01 for such Securities.
With respect to any series subject to conversion or exchange, the terms of any
defeasance shall be specified pursuant to Section 3.01.

     SECTION 13.02  DEFEASANCE AND DISCHARGE.

     Upon the Company's exercise of its option (if any) to have this Section
applied to any Securities or any series of Securities, as the case may be, the
Company shall be deemed to have been discharged from its obligations, and the
provisions of Article XIV shall cease to be effective, with respect to such
Securities as provided in this Section on and after the date the conditions set
forth in Section 13.04 are satisfied (hereinafter called "Defeasance"). For this
purpose, such Defeasance means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by such Securities and to have
satisfied all its other obligations under such Securities and this Indenture
insofar as such Securities are concerned (and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging the same), subject to
the following which shall survive until otherwise terminated or discharged
hereunder:

     (1)  the rights of Holders of such Securities to receive, solely from the
          trust fund described in Section 13.04 and as more fully set forth in
          such Section, payments in respect of the principal of and any premium
          and interest on such Securities when payments are due,

     (2)  the Company's obligations with respect to such Securities under
          Sections 3.04, 3.05, 3.06, 10.02 and 10.03,

     (3)  the rights, powers, trusts, duties and immunities of the Trustee
          hereunder and

     (4)  this Article.

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     Subject to compliance with this Article, the Company may exercise its
option (if any) to have this Section applied to any Securities notwithstanding
the prior exercise of its option (if any) to have Section 13.03 applied to such
Securities.

     SECTION 13.03  COVENANT DEFEASANCE.

     Upon the Company's exercise of its option (if any) to have this Section
applied to any Securities or any series of Securities, as the case may be,

     (1)  the Company shall be released from its obligations under Section
          8.01(1)(B)(i) and any covenants provided pursuant to Section 3.01(18),
          9.01(2) or 9.01(7) for the benefit of the Holders of such Securities,

     (2)  the occurrence of any event specified in Sections 5.01(3), 5.01(4)
          (with respect to any of Section 8.01(1)(B)(i) and any such covenants
          provided pursuant to Section 3.01(18), 9.01(2) or 9.01(7)) and 5.01(7)
          shall be deemed not to be or result in an Event of Default, and

     (3)  the provisions of Article XIV shall cease to be effective,

in each case with respect to such Securities as provided in this Section on and
after the date the conditions set forth in Section 13.04 are satisfied
(hereinafter called "Covenant Defeasance"). For this purpose, such Covenant
Defeasance means that, with respect to such Securities, the Company may omit to
comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such specified Section (to the extent so specified
in the case of Section 5.01(4)) or Article XIV, whether directly or indirectly
by reason of any reference elsewhere herein to any such Section or Article or by
reason of any reference in any such Section or Article to any other provision
herein or in any other document, but the remainder of this Indenture and such
Securities shall be unaffected thereby.

     SECTION 13.04  CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.

     The following shall be the conditions to the application of Section 13.02
or Section 13.03 to any Securities or any series of Securities, as the case may
be:

     (1)  The Company shall irrevocably have deposited or caused to be deposited
          with the Trustee (or another trustee which satisfies the requirements
          contemplated by Section 6.09 and agrees to comply with the provisions
          of this Article applicable to it) as trust funds in trust for the
          purpose of making the following payments, specifically pledged as
          security for, and dedicated solely to, the benefits of the Holders of
          such Securities,

          (A)   money in an amount (in such currency, currencies or currency
                unit or units in which the Securities of such series are
                payable), or

          (B)   in the case of Securities denominated in Dollars, U.S.
                Government Obligations, or, in the case of Securities
                denominated in a Foreign Currency, Foreign Government
                Obligations, which through the scheduled

                                       62


                payment of principal and interest in respect thereof in
                accordance with their terms will provide, not later than one day
                before the due date of any payment, money in an amount, or

          (C)   a combination thereof,

          in each case sufficient, in the opinion of a nationally recognized
          firm of independent public accountants expressed in a written
          certification thereof delivered to the Trustee, to pay and discharge,
          and which shall be applied by the Trustee (or any such other
          qualifying trustee) to pay and discharge, the principal of and any
          premium and interest on such Securities on the respective Stated
          Maturities, in accordance with the terms of this Indenture and such
          Securities. As used herein, "U.S. Government Obligation" means:

          (x)   any security which is

                (i)    a direct obligation of the United States of America for
                       the payment of which the full faith and credit of the
                       United States of America is pledged or

                (ii)   an obligation of a Person controlled or supervised by and
                       acting as an agency or instrumentality of the United
                       States of America the payment of which is unconditionally
                       guaranteed as a full faith and credit obligation by the
                       United States of America,

                which, in either case (i) or (ii), is not callable or redeemable
                at the option of the issuer thereof; and

          (y)   any depositary receipt issued by a bank (as defined in Section
                3(a)(2) of the Securities Act) as custodian with respect to any
                U.S. Government Obligation which is specified in clause (x)
                above and held by such bank for the account of the holder of
                such depositary receipt, or with respect to any specific payment
                of principal of or interest on any U.S. Government Obligation
                which is so specified and held, provided that (except as
                required by law) such custodian is not authorized to make any
                deduction from the amount payable to the holder of such
                depositary receipt from any amount received by the custodian in
                respect of the U.S. Government Obligation or the specific
                payment of principal or interest evidenced by such depositary
                receipt.

     (2)  In the event of an election to have Section 13.02 apply to any
          Securities or any series of Securities, as the case may be, the
          Company shall have delivered to the Trustee an Opinion of Counsel
          stating that

          (A)   the Company has received from, or there has been published by,
                the Internal Revenue Service a ruling, or

                                       63


          (B)   since the date of this instrument, there has been a change in
                the applicable Federal income tax law,

          in either case (A) or (B) to the effect that, and based thereon such
          opinion shall confirm that, the Holders of such Securities will not
          recognize gain or loss for Federal income tax purposes as a result of
          the deposit, Defeasance and discharge to be effected with respect to
          such Securities and will be subject to Federal income tax on the same
          amount, in the same manner and at the same times as would be the case
          if such deposit, Defeasance and discharge were not to occur.

     (3)  In the event of an election to have Section 13.03 apply to any
          Securities or any series of Securities, as the case may be, the
          Company shall have delivered to the Trustee an Opinion of Counsel to
          the effect that the Holders of such Securities will not recognize gain
          or loss for Federal income tax purposes as a result of the deposit and
          Covenant Defeasance to be effected with respect to such Securities and
          will be subject to Federal income tax on the same amount, in the same
          manner and at the same times as would be the case if such deposit and
          Covenant Defeasance were not to occur.

     (4)  No event which is, or after notice or lapse of time or both would
          become, an Event of Default with respect to such Securities or any
          other Securities shall have occurred and be continuing at the time of
          such deposit or, with regard to any such event specified in Sections
          5.01(5) and (6), at any time on or prior to the 90th day after the
          date of such deposit (it being understood that this condition shall
          not be deemed satisfied until after such 90th day).

     (5)  Such Defeasance or Covenant Defeasance shall not cause the Trustee to
          have a conflicting interest within the meaning of the Trust Indenture
          Act (assuming all Securities are in default within the meaning of such
          Act).

     (6)  Such Defeasance or Covenant Defeasance shall not result in a breach or
          violation of, or constitute a default under, any other agreement or
          instrument to which the Company is a party or by which it is bound.

     (7)  Such Defeasance or Covenant Defeasance shall not result in the trust
          arising from such deposit constituting an investment company within
          the meaning of the Investment Company Act of 1940 (and any statute
          successor thereto) unless such trust shall be registered under such
          Act or exempt from registration thereunder.

     (8)  The Company shall have delivered to the Trustee an Officer's
          Certificate and an Opinion of Counsel, each stating that all
          conditions precedent with respect to such Defeasance or Covenant
          Defeasance have been complied with.

     SECTION 13.05  DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD
                    IN TRUST; MISCELLANEOUS PROVISIONS.

     Subject to the provisions of the last paragraph of Section 10.03, all
money, U.S. Government Obligations

                                       64


(including the proceeds thereof) and Foreign Government Obligations (including
the proceeds thereof) deposited with the Trustee or other qualifying trustee
(solely for purposes of this Section and Section 13.06, the Trustee and any such
other trustee are referred to collectively as the "Trustee") pursuant to Section
13.04 in respect of any Securities shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Securities and this
Indenture, to the payment, either directly or through any such Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities, of all sums due and to become due
thereon in respect of principal and any premium and interest, but money so held
in trust need not be segregated from other funds except to the extent required
by law. Money, U.S. Government Obligations and Foreign Government Obligations so
held in trust shall not be subject to the provisions of Article XIV.

     The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations and
Foreign Government Obligations deposited pursuant to Section 13.04 or the
principal and interest received in respect thereof, other than any such tax, fee
or other charge which by law is for the account of the Holders of Outstanding
Securities.

     Anything in this Article to the contrary notwithstanding, the Trustee shall
deliver or pay to the Company from time to time upon Company Request any money,
U.S. Government Obligations or Foreign Government Obligations held by it as
provided in Section 13.04 with respect to any Securities which, in the opinion
of a nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of the
amount thereof which would then be required to be deposited to effect the
Defeasance or Covenant Defeasance, as the case may be, with respect to such
Securities.

     SECTION 13.06  REINSTATEMENT.

     If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article with respect to any Securities by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, then the obligations under this
Indenture and such Securities from which the Company has been discharged or
released pursuant to Section 13.02 or 13.03 shall be revived and reinstated as
though no deposit had occurred pursuant to this Article with respect to such
Securities, until such time as the Trustee or Paying Agent is permitted to apply
all money held in trust pursuant to Section 13.05 with respect to such
Securities in accordance with this Article; provided, however, that if the
Company makes any payment of principal of or any premium or interest on any such
Security following such reinstatement of its obligations, the Company shall be
subrogated to the rights (if any) of the Holders of such Securities to receive
such payment from the money so held in trust.

                                   ARTICLE XIV
                           SUBORDINATION OF SECURITIES

     SECTION 14.01  SECURITIES SUBORDINATE TO SENIOR DEBT.

     The Company covenants and agrees, and each Holder of Securities of any
series by the Holder's acceptance thereof, likewise covenants and agrees, that,
to the extent and in the manner

                                       65


hereinafter set forth in this Article, subject to the provisions of Article IV
and Article XIII and except as may otherwise be specified as contemplated by
Section 3.01 and set forth in the Securities of a series, the indebtedness
represented by the Securities of such series and the payment of the principal of
and any premium and interest on each and all of the Securities of such series
are hereby expressly made subordinate and junior in right of payment to the
prior payment in full of all amounts then due and payable in respect of all
Senior Debt of the Company, to the extent and in the manner herein set forth
(unless a different manner is set forth in the Securities of such series). No
provision of this Article shall prevent the occurrence of any default or Event
of Default hereunder.

     Senior Debt shall not be deemed to have been paid in full unless the
holders thereof shall have received cash, securities or other property equal to
the amount of such Senior Debt then outstanding.

     SECTION 14.02  PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC.

     In the event of

     (1)  any insolvency, bankruptcy, receivership, liquidation, reorganization,
          readjustment, composition or other similar proceeding in respect of
          the Company or its property,

     (2)  any proceeding for the liquidation, dissolution or other winding up of
          the Company, whether voluntary or involuntary, or bankruptcy
          proceedings,

     (3)  any assignment by the Company for the benefit of its creditors,

     (4)  any other marshalling of the assets of the Company,

all Senior Debt shall first be paid in full before any payment or distribution,
whether in cash, securities or other property, shall be made by the Company on
account of the Securities of any series. Any payment or distribution, whether in
cash, securities or other property (other than securities of the Company or any
other corporation provided for by a plan or reorganization or a readjustment,
the payment of which is subordinate, at least to the extent provided in these
subordination provisions with respect to the indebtedness evidenced by the
Securities of any series, to the payment of all Senior Debt at the time
outstanding and to any securities issued in respect thereof under any such plan
of reorganization or readjustment), which would otherwise (but for these
subordination provisions) be payable or deliverable in respect of the Securities
of any series shall be paid or delivered directly to the holders of Senior Debt
in accordance with the priorities then existing among such holders until all
Senior Debt shall have been paid in full. No present or future holder of any
Senior Debt shall be prejudiced in the right to enforce subordination of the
indebtedness constituting the Securities of any series by any act of failure to
act on the part of the Company.

     SECTION 14.03  NO PAYMENT WHEN SENIOR DEBT IN DEFAULT.

     In the event that

                                       66


     (1)  the Company shall default in the payment of any principal of or
          premium, if any, or interest on any Senior Debt when the same becomes
          due and payable, whether at maturity or at a date fixed for prepayment
          or declaration or otherwise, or

     (2)  an event of default occurs with respect to any Senior Debt permitting
          the holders thereof to accelerate the maturity thereof and written
          notice describing such event of default and requesting commencement of
          payment blockage on transactions as thereinafter described is given to
          the Company by the holders of Senior Debt,

then, unless and until such default in payment and event of default shall have
been cured or waived or shall have ceased to exist, no direct or indirect
payment (in cash, property, securities, by set-off or otherwise) shall be made
or agreed to be made on account of the Securities of any series or any interest
thereon in respect of any repayment, redemption, retirement, purchase or other
acquisition of the Securities of any series.

     SECTION 14.04  PAYMENT PERMITTED IN CERTAIN SITUATIONS.

     Nothing contained in this Article or elsewhere in this Indenture or in any
of the Securities of any series shall prevent

     (1)  the Company, at any time except during the pendency of any
          dissolution, winding-up, liquidation or reorganization of the Company,
          whether voluntary or involuntary or any bankruptcy, insolvency,
          receivership or other proceedings of the Company referred to in
          Section 14.02 or under the conditions described in Section 14.03, from
          making payments at any time of principal of or premium, if any, or
          interest on the Securities of such series, or

     (2)  the application by the Trustee of any money deposited with it
          hereunder to the payment of or on account of the principal of or
          premium, if any, or interest on the Securities of such series or the
          retention of such payment by the Holders, if, at the time of such
          application by the Trustee, it did not have knowledge that such
          payment would have been prohibited by the provisions of this Article.

     SECTION 14.05  SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR DEBT.

     Upon the payment in full of all Senior Debt, the rights of the holders of
Securities of any series shall be subrogated to all the rights of any holders of
Senior Debt to receive any further payments or distributions applicable to the
Senior Debt until the Securities of any series shall have been paid in full, and
such payments or distributions received by the Holders of Securities of any
series by reason of such subrogation, of cash, securities or other property
which otherwise would be paid or distributed to the holders of Senior Debt,
shall, as between the Company and its creditors other than the holders of Senior
Debt, on the one hand, and the Holders of Securities of any series, on the
other, be deemed to be a payment by the Company on account of Senior Debt, and
not on account of the Securities of any series.

                                       67


     SECTION 14.06  PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS.

     The provisions of this Article are and are intended solely for the purpose
of defining the relative rights of the Holders of Securities of any series on
the one hand and the holders of Senior Debt on the other hand. Nothing contained
in this Article or elsewhere in the Indenture or in the Securities of such
series is intended to or shall

     (1)  impair, as among the Company, its creditors other than holders of
          Senior Debt and the Holders of Securities of such series, the
          obligation of the Company, which is absolute and unconditional (and
          which, subject to the rights under this Article of the holders of
          Senior Debt, is intended to rank equally with all other general
          obligations of the Company), to pay to the Holders of Securities of
          such series the principal of (and premium, if any) and interest on the
          Securities of such series as and when the same shall become due and
          payable in accordance with their terms; or

     (2)  affect the relative rights against the Company of the Holders of
          Securities of such series and creditors of the Company, as the case
          may be, other than the holders of Senior Debt; or

     (3)  prevent the Trustee or the Holder of any Securities of such series
          from exercising all remedies otherwise permitted by applicable law
          upon default under this Indenture, subject to the rights, if any,
          under this Article of the holders of Senior Debt to receive cash,
          property and securities otherwise payable or deliverable to the
          Trustee or such Holder.

     SECTION 14.07  TRUSTEE TO EFFECTUATE SUBORDINATION.

     Each Holder of Securities of any series by such Holder's acceptance thereof
authorizes and directs the Trustee on such Holder's behalf to take such action
as may be necessary or appropriate to effectuate the subordination provided in
this Article and appoints the Trustee his attorney-in-fact for any and all such
purposes.

     SECTION 14.08  NO WAIVER OF SUBORDINATION PROVISIONS.

     No right of any present or future holder of any Senior Debt to enforce
subordination as herein provided shall at any time in any way be prejudiced or
impaired by any act or failure to act on the part of the Company or by any act
or failure to act, in good faith, by any such holder, or by any noncompliance by
the Company with the terms, provisions and covenants of this Indenture,
regardless of any knowledge thereof any such holder may have or be otherwise
charged with.

     Without in any way limiting the generality of the foregoing paragraph, the
holders of Senior Debt may, at any time and from time to time, without the
consent of or notice to the Trustee or the Holders of the Securities of any
series, without incurring responsibility to the Holders of the Securities of
such series and without impairing or releasing the subordination provided in
this Article or the obligations hereunder of the Holders of Securities of such
series to the holders of Senior Debt, do any one or more of the following:

                                       68


     (1)  change the manner, place or terms of payment or extend the time of
          payment of, or renew or alter, Senior Debt, or otherwise amend or
          supplement in any manner Senior Debt or any instrument evidencing the
          same or any agreement under which Senior Debt is outstanding;

     (2)  sell, exchange, release or otherwise deal with any property pledged,
          mortgaged or otherwise securing Senior Debt;

     (3)  release any Person liable in any manner for the collection of Senior
          Debt; and

     (4)  exercise or refrain from exercising any rights against the Company and
          any other Person.

     SECTION 14.09  NOTICE TO TRUSTEE.

     The Company shall give prompt written notice to the Trustee of any fact
known to the Company which would prohibit the making of any payment to or by the
Trustee in respect of the Securities of any series pursuant to the provisions of
this Article. Notwithstanding the provisions of this Article or any other
provision of the Indenture, the Trustee shall not be charged with knowledge of
the existence of any facts which would prohibit the making of any payment to or
by the Trustee in respect of any Securities of any series pursuant to the
provisions of this Article, unless and until the Trustee shall have received
written notice thereof from the Company or a holder or holders of Senior Debt or
from any trustee therefor; and, prior to the receipt of any such written notice,
the Trustee, subject to the provisions of Section 6.03, shall be entitled in all
respects to assume that no such facts exist; provided, however, that if the
Trustee shall not have received the notice provided for in this Section at least
two Business Days prior to the date upon which by the terms hereof any money may
become payable for any purpose (including, without limitation, the payment of
the principal of (or premium, if any) or interest on any Securities of any
series), then, anything herein contained to the contrary notwithstanding, the
Trustee shall have full power and authority to receive such moneys and to apply
the same to the purpose for which they were received and shall not be affected
by any notice to the contrary that may be received by it within two Business
Days prior to such date.

     Subject to the provisions of Section 6.03, the Trustee shall be entitled to
conclusively rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Debt (or a trustee therefor) to
establish that such notice has been given by a holder of Senior Debt (or a
trustee therefor). In the event that the Trustee determines in good faith
that further evidence is required with respect to the right of any Person as
a holder of Senior Debt to participate in any payment or distribution
pursuant to this Article, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of
Senior Debt held by such Person, the extent to which such Person is entitled
to participate in such payment or distribution and any other facts pertinent
to the rights of such Person under this Article, and if such evidence is not
furnished, the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment.

                                       69


     SECTION 14.10  RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING
                    AGENT.

     Upon any payment or distribution of assets of the Company referred to in
this Article, the Trustee, subject to the provisions of Section 6.03, and the
Holders of Securities of any series shall be entitled to conclusively rely upon
any order or decree entered by any court of competent jurisdiction in which such
insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution,
winding up or similar case or proceeding is pending, or a certificate of the
trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for
the benefit of creditors, agent or other Person making such payment or
distribution, delivered to the Trustee or to the Holders of Securities of such
series, for the purpose of ascertaining the Persons entitled to participate in
such payment or distribution, the holders of the Senior Debt and other
indebtedness of the Company, as the case may be, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article.

     SECTION 14.11  TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR DEBT.

     With respect to the holders of Senior Debt, the Trustee undertakes to
perform or to observe only such of its covenants and obligations as are
specifically set forth in this Article, and no implied covenants or obligations
with respect to the holders of such Senior Debt shall be read into this
Indenture against the Trustee. The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Debt with respect to its obligations and
duties created hereunder and shall not be liable to any such holders or
creditors if it shall in good faith pay over or distribute to Holders of
Securities of any series or to the Company or to any other Person cash, property
or securities to which any holders of Senior Debt shall be entitled by virtue of
this Article or otherwise.

     SECTION 14.12  RIGHTS OF TRUSTEE AS HOLDER OF SENIOR DEBT; PRESERVATION OF
                    TRUSTEE'S RIGHTS.

     The Trustee in its individual capacity shall be entitled to all the rights
set forth in this Article with respect to any Senior Debt which may at any time
be held by it, to the same extent as any other holder of Senior Debt, and
nothing in the Indenture shall deprive the Trustee of any of its rights as such
holder.

     Nothing in this Article shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 6.07.

     SECTION 14.13  ARTICLE APPLICABLE TO PAYING AGENTS.

     In case at any time any Paying Agent other than the Trustee shall have been
appointed by the Company and be then acting hereunder, the term "Trustee" as
used in this Article shall in such case (unless the context otherwise requires)
be construed as extending to and including such Paying Agent within its meaning
as fully for all intents and purposes as if such Paying Agent were named in this
Article in addition to or in place of the Trustee; provided, however, that this
Section shall not apply to the Company or any Affiliate of the Company if it or
such Affiliate acts as Paying Agent.

                                       70


     SECTION 14.14  CERTAIN CONVERSIONS OR EXCHANGES DEEMED PAYMENT.

     For the purposes of this Article only, (i) the issuance and delivery of
securities which are subordinate in right of payment to all then outstanding
Senior Debt to substantially the same extent as the Securities are so
subordinate ("Junior Securities") (or cash paid in lieu of fractional shares)
upon conversion or exchange of Securities of any series as contemplated by
Section 3.01, shall not be deemed to constitute a payment or distribution on
account of the principal of or premium, if any, or interest on Securities of
such series or on account of the purchase or other acquisition of Securities of
such series and (ii) the payment, issuance or delivery of cash, property or
securities (other than Junior Securities and cash paid in lieu of fractional
shares) upon conversion or exchange of Securities of any series shall be deemed
to constitute payment on account of the principal of such Securities of such
series. Nothing contained in this Article or elsewhere in the Indenture or in
the Securities of any series is intended to or shall impair, as among the
Company, its creditors other than holders of Senior Debt and the Holders of
Securities of such series the right, which is absolute and unconditional, of the
Holder of any Securities of such series to convert or exchange such Securities
of such series in accordance with the terms specified as contemplated by Section
3.01.

     SECTION 14.15  DEFEASANCE OF THIS ARTICLE XIV.

     The subordination of the Securities provided by this Article XIV is
expressly made subject to the provisions for defeasance or covenant defeasance
in Article XIII hereof and, anything herein to the contrary notwithstanding,
upon the effectiveness of any such defeasance or covenant defeasance, the
Securities then outstanding shall thereupon cease to be subordinated pursuant to
this Article XIV.

                                       71


     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and the Company has caused its corporate seal to be hereunto
affixed and attested, all as of the day and year first above written.

                                   MARATHON OIL CORPORATION

                                   By:
                                       -----------------------------------------
                                         Name:
                                              ---------------------------------
                                         Title:
                                               --------------------------------

                                   THE BANK OF NEW YORK

                                   By:
                                       ----------------------------------------
                                         Name:
                                              ---------------------------------
                                         Title:
                                               --------------------------------

                                       72


STATE OF TEXAS

COUNTY OF HARRIS

     On the _____ day of _____________, 200__, before me personally came
John T. Mills, to me known, who, being by me duly sworn, did depose and say that
he is Chief Financial Officer of Marathon Oil Corporation, one of the
corporations described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation; and that he signed his name thereto by like
authority.

                                         ---------------------------------------
                                         Notary Public

[NOTARIAL SEAL]



                                       73

EX-4.8

                                                                     EXHIBIT 4.8

     DECLARATION OF TRUST, dated as of August 29, 2002 between Marathon Oil
Corporation, a Delaware corporation, as Sponsor (the "Sponsor"), and The Bank of
New York, as trustee (the "Property Trustee"), The Bank of New York (Delaware),
as trustee (the "Delaware Trustee"), and P.C. Reinbolt, as trustee (the "Regular
Trustee") (the Property Trustee, the Delaware Trustee and the Regular Trustee,
collectively the "Trustees"). The Sponsor and the Trustees hereby agree as
follows:

     1. The Delaware business trust created hereby shall be known as "Marathon
Financing Trust I" (the "Trust"), in which name the Trustees, or the Sponsor to
the extent provided herein, may conduct the business of the Trust, make and
execute contracts, and sue and be sued.

     2. The Sponsor hereby assigns, transfers, conveys and sets over to the
Trust the sum of $10. The Trust hereby acknowledges receipt of such amount from
the Sponsor, which amount shall constitute the initial trust estate. It is the
intention of the parties hereto that the Trust created hereby constitute a
business trust under Chapter 38 of Title 12 of the Delaware Code, 12 DEL. CODE
Section 3801 ET SEQ. (the "Business Trust Act"), and that this document
constitutes the governing instrument of the Trust. The Trustees are hereby
authorized and directed to execute and file a certificate of trust with the
Secretary of State of the State of Delaware in substantially the form attached
hereto in accordance with the provisions of the Business Trust Act. The Trust is
hereby established by the Sponsor and the Trustees for the purposes of (i)
issuing preferred securities representing undivided beneficial interests in the
assets of the Trust ("Preferred Securities") in exchange for cash and investing
the proceeds thereof in debt securities of the Sponsor, (ii) issuing and selling
common securities representing undivided beneficial interests in the assets of
the Trust ("Common Securities") to the Sponsor in exchange for cash and
investing the proceeds thereof in additional debt securities of the Sponsor and
(iii) engaging in such other activities as are necessary or incidental thereto.

     3. The Sponsor and the Trustees will enter into an Amended and Restated
Declaration of Trust, satisfactory to each such party and substantially in the
form included as an exhibit to the Securities Act Registration Statement
referred to below, to provide for the contemplated operation of the Trust
created hereby and the issuance of the Preferred Securities and Common
Securities referred to therein. Prior to the execution and delivery of such
Amended and Restated Declaration of Trust, the Trustees shall not have any duty
or obligation hereunder or with respect to the trust estate, except as otherwise
required by applicable law or as may be necessary to obtain prior to such
execution and delivery any licenses, consents or approvals required by
applicable law or otherwise.

     4. The Sponsor, as the sponsor of the Trust, is hereby authorized (i) to
prepare and file with the Securities and Exchange Commission (the "Commission")
and execute, in each case on behalf of the Trust, (a) a Registration Statement
on Form S-3 or on such other form or forms as may be appropriate, including
without limitation any registration statement of the type contemplated by Rule
462(b) of the Securities Act of 1933, as amended (the "Securities Act") (any
such registration statement, whether on Form S-3, another form or under Rule
462(b) being referred to herein as the "Securities Act Registration Statement"),
including any pre-effective or post-effective amendments to such Registration
Statement (including any



preliminary prospectus, prospectus or prospectus supplement, and the exhibits
contained therein), relating to the registration under the Securities Act of the
Preferred Securities and certain other securities of the Sponsor and (b) if the
Sponsor shall deem it desirable, a Registration Statement on Form 8-A (the
"Exchange Act Registration Statement"), including all pre-effective and
post-effective amendments thereto, relating to the registration of the Preferred
Securities under Section 12 of the Securities Exchange Act of 1934, as amended;
(ii) if the Sponsor shall deem it desirable, to prepare and file with New York
Stock Exchange, Inc. or any other automated quotation system, exchange or
over-the-counter market (collectively, the "Exchanges") and execute on behalf of
the Trust a listing application or applications and all other applications,
statements, certificates, agreements and other instruments as shall be necessary
or desirable to cause the Preferred Securities to be listed on any Exchange;
(iii) to prepare and file and execute on behalf of the Trust such applications,
reports, surety bonds, irrevocable consents, appointments of attorney for
service of process and other papers and documents as the Sponsor, on behalf of
the Trust, may deem necessary or desirable to register the Preferred Securities
under the securities or "Blue Sky" laws of such jurisdictions as the Sponsor, on
behalf of the Trust, may deem necessary or desirable; (iv) to negotiate the
terms of and execute on behalf of the Trust an underwriting or other purchase
agreement among the Trust, the Sponsor and any underwriter(s), dealer(s) or
agent(s) relating to the Preferred Securities, as the Sponsor, on behalf of the
Trust, may deem necessary or desirable; and (v) to execute and deliver on behalf
of the Trust letters or documents to, or instruments for filing with, a
depository relating to the Preferred Securities. In the event that any filing
referred to in clauses (i)-(iii) above is required by the rules and regulations
of the Commission, any Exchange, the National Association of Securities Dealers,
Inc. or state securities or blue sky laws, to be executed on behalf of the Trust
by a Trustee, any natural person appointed pursuant to Section 6 hereof, in his
or her capacity as trustee of the Trust, and the Sponsor are hereby authorized
to join in any such filing and to execute on behalf of the Trust any and all of
the foregoing.

     5. This Declaration of Trust may be executed in one or more counterparts.

     6. The number of Trustees initially shall be three (3) and thereafter the
number of Trustees shall be such number as shall be fixed from time to time by a
written instrument signed by the Sponsor that may increase or decrease the
number of Trustees; PROVIDED, HOWEVER, that the number of Trustees shall in no
event be less than three (3); and PROVIDED, FURTHER that to the extent required
by the Business Trust Act, one Trustee shall either be a natural person who is a
resident of the State of Delaware or, if not a natural person, an entity that
has its principal place of business in the State of Delaware and meets other
requirements imposed by applicable law. Subject to the foregoing, the Sponsor is
entitled to appoint or remove without cause any Trustee at any time. Any Trustee
may resign upon thirty days' prior notice to the Sponsor.

     7. The Trust may be dissolved and terminated at the election of the
Sponsor.

     8. This Declaration of Trust shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to conflict
of laws principles).

                                        2


     9. To the fullest extent permitted by applicable law, the Sponsor shall
indemnify and hold harmless any Trustee, any affiliate of any Trustee, any
paying agent, any officer, director, shareholder, member, partner, employee,
representative or agent of any Trustee or paying agent, or any employee or agent
of the Trust or of any of its affiliates, including but not limited to any
officer or director of the Sponsor (an "Indemnified Person") from and against
any loss, liability, expense, damage or claim incurred by such Indemnified
Person arising out of or in connection with the acceptance or administration of
the trust or trusts hereunder or by reason of any act or omission performed or
omitted by such Indemnified Person in good faith on behalf of the Trust and in a
manner such Indemnified Person reasonably believed to be within the scope of
authority conferred on such Indemnified Person by this Declaration of Trust,
except that no Indemnified Person shall be entitled to be indemnified in respect
of any loss, liability, expense, damage or claim incurred by such Indemnified
Person by reason of gross negligence (or, in the case of the Property Trustee,
negligence) or willful misconduct with respect to such acts or omissions.

                                        3


     IN WITNESS WHEREOF, the parties hereto have caused this Declaration of
Trust to be duly executed as of the day and year first above written.

                                         MARATHON OIL CORPORATION,
                                         as Sponsor

                                         By: /s/ JOHN T. MILLS
                                             -----------------------------------
                                             John T. Mills,
                                             Chief Financial Officer

                                         THE BANK OF NEW YORK,
                                         as Property Trustee

                                         By: /s/ REMO J. REALE
                                             -----------------------------------
                                             Name: Remo J. Reale
                                             Title: Vice President

                                         THE BANK OF NEW YORK (DELAWARE),
                                         as Delaware Trustee

                                         By: /s/ JAMES LONGSHAW
                                             -----------------------------------
                                             Name: James Longshaw
                                             Title: Senior Vice President

                                         P.C. REINBOLT,
                                         as Regular Trustee

                                         /s/ P.C. REINBOLT
                                         ---------------------------------------

EX-4.9

                                                                     EXHIBIT 4.9

     DECLARATION OF TRUST, dated as of August 29, 2002 between Marathon Oil
Corporation, a Delaware corporation, as Sponsor (the "Sponsor"), and The Bank of
New York, as trustee (the "Property Trustee"), The Bank of New York (Delaware),
as trustee (the "Delaware Trustee"), and P.C. Reinbolt, as trustee (the "Regular
Trustee") (the Property Trustee, the Delaware Trustee and the Regular Trustee,
collectively the "Trustees"). The Sponsor and the Trustees hereby agree as
follows:

     1. The Delaware business trust created hereby shall be known as "Marathon
Financing Trust II" (the "Trust"), in which name the Trustees, or the Sponsor to
the extent provided herein, may conduct the business of the Trust, make and
execute contracts, and sue and be sued.

     2. The Sponsor hereby assigns, transfers, conveys and sets over to the
Trust the sum of $10. The Trust hereby acknowledges receipt of such amount from
the Sponsor, which amount shall constitute the initial trust estate. It is the
intention of the parties hereto that the Trust created hereby constitute a
business trust under Chapter 38 of Title 12 of the Delaware Code, 12 DEL. CODE
Section 3801 ET SEQ. (the "Business Trust Act"), and that this document
constitutes the governing instrument of the Trust. The Trustees are hereby
authorized and directed to execute and file a certificate of trust with the
Secretary of State of the State of Delaware in substantially the form attached
hereto in accordance with the provisions of the Business Trust Act. The Trust is
hereby established by the Sponsor and the Trustees for the purposes of (i)
issuing preferred securities representing undivided beneficial interests in the
assets of the Trust ("Preferred Securities") in exchange for cash and investing
the proceeds thereof in debt securities of the Sponsor, (ii) issuing and selling
common securities representing undivided beneficial interests in the assets of
the Trust ("Common Securities") to the Sponsor in exchange for cash and
investing the proceeds thereof in additional debt securities of the Sponsor and
(iii) engaging in such other activities as are necessary or incidental thereto.

     3. The Sponsor and the Trustees will enter into an Amended and Restated
Declaration of Trust, satisfactory to each such party and substantially in the
form included as an exhibit to the Securities Act Registration Statement
referred to below, to provide for the contemplated operation of the Trust
created hereby and the issuance of the Preferred Securities and Common
Securities referred to therein. Prior to the execution and delivery of such
Amended and Restated Declaration of Trust, the Trustees shall not have any duty
or obligation hereunder or with respect to the trust estate, except as otherwise
required by applicable law or as may be necessary to obtain prior to such
execution and delivery any licenses, consents or approvals required by
applicable law or otherwise.

     4. The Sponsor, as the sponsor of the Trust, is hereby authorized (i) to
prepare and file with the Securities and Exchange Commission (the "Commission")
and execute, in each case on behalf of the Trust, (a) a Registration Statement
on Form S-3 or on such other form or forms as may be appropriate, including
without limitation any registration statement of the type contemplated by Rule
462(b) of the Securities Act of 1933, as amended (the "Securities Act") (any
such registration statement, whether on Form S-3, another form or under Rule
462(b) being referred to herein as the "Securities Act Registration Statement"),
including any pre-effective or post-effective amendments to such Registration
Statement (including any



preliminary prospectus, prospectus or prospectus supplements, and the exhibits
contained therein), relating to the registration under the Securities Act of the
Preferred Securities and certain other securities of the Sponsor and (b) if the
Sponsor shall deem it desirable, a Registration Statement on Form 8-A (the
"Exchange Act Registration Statement"), including all pre-effective and
post-effective amendments thereto, relating to the registration of the Preferred
Securities under Section 12 of the Securities Exchange Act of 1934, as amended;
(ii) if the Sponsor shall deem it desirable, to prepare and file with New York
Stock Exchange, Inc. or any other automated quotation system, exchange or
over-the-counter market (collectively, the "Exchanges") and execute on behalf of
the Trust a listing application or applications and all other applications,
statements, certificates, agreements and other instruments as shall be necessary
or desirable to cause the Preferred Securities to be listed on any Exchange;
(iii) to prepare and file and execute on behalf of the Trust such applications,
reports, surety bonds, irrevocable consents, appointments of attorney for
service of process and other papers and documents as the Sponsor, on behalf of
the Trust, may deem necessary or desirable to register the Preferred Securities
under the securities or "Blue Sky" laws of such jurisdictions as the Sponsor, on
behalf of the Trust, may deem necessary or desirable; (iv) to negotiate the
terms of and execute on behalf of the Trust an underwriting or other purchase
agreement among the Trust, the Sponsor and any underwriter(s), dealer(s) or
agent(s) relating to the Preferred Securities, as the Sponsor, on behalf of the
Trust, may deem necessary or desirable; and (v) to execute and deliver on behalf
of the Trust letters or documents to, or instruments for filing with, a
depository relating to the Preferred Securities. In the event that any filing
referred to in clauses (i)-(iii) above is required by the rules and regulations
of the Commission, any Exchange, the National Association of Securities Dealers,
Inc. or state securities or blue sky laws, to be executed on behalf of the Trust
by a Trustee, any natural person appointed pursuant to Section 6 hereof, in his
or her capacity as trustee of the Trust, and the Sponsor are hereby authorized
to join in any such filing and to execute on behalf of the Trust any and all of
the foregoing.

     5. This Declaration of Trust may be executed in one or more counterparts.

     6. The number of Trustees initially shall be three (3) and thereafter the
number of Trustees shall be such number as shall be fixed from time to time by a
written instrument signed by the Sponsor that may increase or decrease the
number of Trustees; PROVIDED, HOWEVER, that the number of Trustees shall in no
event be less than three (3); and PROVIDED, FURTHER that to the extent required
by the Business Trust Act, one Trustee shall either be a natural person who is a
resident of the State of Delaware or, if not a natural person, an entity that
has its principal place of business in the State of Delaware and meets other
requirements imposed by applicable law. Subject to the foregoing, the Sponsor is
entitled to appoint or remove without cause any Trustee at any time. Any Trustee
may resign upon thirty days' prior notice to the Sponsor.

     7. The Trust may be dissolved and terminated at the election of the
Sponsor.

     8. This Declaration of Trust shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to conflict
of laws principles).

                                        2


     9. To the fullest extent permitted by applicable law, the Sponsor shall
indemnify and hold harmless any Trustee, any affiliate of any Trustee, any
paying agent, any officer, director, shareholder, member, partner, employee,
representative or agent of any Trustee or paying agent, or any employee or agent
of the Trust or of any of its affiliates, including but not limited to any
officer or director of the Sponsor (an "Indemnified Person") from and against
any loss, liability, expense, damage or claim incurred by such Indemnified
Person arising out of or in connection with the acceptance or administration of
the trust or trusts hereunder or by reason of any act or omission performed or
omitted by such Indemnified Person in good faith on behalf of the Trust and in a
manner such Indemnified Person reasonably believed to be within the scope of
authority conferred on such Indemnified Person by this Declaration of Trust,
except that no Indemnified Person shall be entitled to be indemnified in respect
of any loss, liability, expense, damage or claim incurred by such Indemnified
Person by reason of gross negligence (or, in the case of the Property Trustee,
negligence) or willful misconduct with respect to such acts or omissions.

                                        3


     IN WITNESS WHEREOF, the parties hereto have caused this Declaration of
Trust to be duly executed as of the day and year first above written.

                                          MARATHON OIL CORPORATION,
                                          as Sponsor

                                         By: /s/ JOHN T. MILLS
                                             -----------------------------------
                                             John T. Mills,
                                             Chief Financial Officer

                                         THE BANK OF NEW YORK,
                                         as Property Trustee

                                         By: /s/ REMO J. REALE
                                             -----------------------------------
                                             Name: Remo J. Reale
                                             Title: Vice President

                                         THE BANK OF NEW YORK (DELAWARE),
                                         as Delaware Trustee

                                         By: /s/ JAMES LONGSHAW
                                             -----------------------------------
                                             Name: James Longshaw
                                             Title: Senior Vice President

                                         P.C. REINBOLT,
                                         as Regular Trustee

                                         /s/ P.C. REINBOLT
                                         ---------------------------------------

EX-4.10

                                                                    EXHIBIT 4.10

================================================================================

                                     FORM OF

                    AMENDED AND RESTATED DECLARATION OF TRUST

                                       OF

                          MARATHON FINANCING TRUST ___

                    ----------------------------------------

                       DATED AS OF ________________, 200__

                    ----------------------------------------

================================================================================



                                TABLE OF CONTENTS



                                                                                                          Page
                                                                                                          ----
                                                                                                        
ARTICLE 1    Definitions....................................................................................2

     SECTION 1.01    Definitions............................................................................2

ARTICLE 2    Trust Indenture Act............................................................................8

     SECTION 2.01    Trust Indenture Act; Application.......................................................8
     SECTION 2.02    Lists of Holders of Preferred Securities...............................................9
     SECTION 2.03    Reports by the Property Trustee........................................................9
     SECTION 2.04    Periodic Reports to the Property Trustee...............................................9
     SECTION 2.05    Evidence of Compliance with Conditions Precedent......................................10
     SECTION 2.06    Events of Default; Waiver.............................................................10
     SECTION 2.07    Disclosure of Information.............................................................12

ARTICLE 3    Organization..................................................................................12

     SECTION 3.01    Name..................................................................................12
     SECTION 3.02    Office................................................................................12
     SECTION 3.03    Issuance of the Securities............................................................12
     SECTION 3.04    Purchase of Debentures................................................................13
     SECTION 3.05    Purpose...............................................................................13
     SECTION 3.06    Authority.............................................................................14
     SECTION 3.07    Title to Property of the Trust........................................................14
     SECTION 3.08    Powers and Duties of the Regular Trustees.............................................14
     SECTION 3.09    Prohibition of Actions by the Trust and the Trustees..................................16
     SECTION 3.10    Powers and Duties of the Property Trustee.............................................18
     SECTION 3.11    Delaware Trustee......................................................................21
     SECTION 3.12    Certain Rights and Duties of the Property Trustee.....................................21
     SECTION 3.13    Registration Statement and Related Matters............................................24
     SECTION 3.14    Filing of Amendments to Certificate of Trust..........................................25
     SECTION 3.15    Execution of Documents by the Regular Trustees........................................25
     SECTION 3.16    Trustees Not Responsible for Recitals or Issuance of Securities.......................26
     SECTION 3.17    Duration of the Trust.................................................................26
     SECTION 3.18    Mergers...............................................................................26
     SECTION 3.19    Property Trustee May File Proofs of Claim.............................................28

ARTICLE 4    Sponsor.......................................................................................29

     SECTION 4.01    Purchase of Common Securities by the Sponsor..........................................29
     SECTION 4.02    Expenses..............................................................................29
     SECTION 4.03    Holder of the Common Securities.......................................................30

ARTICLE 5    Trustees......................................................................................30

     SECTION 5.01    Number of Trustees; Qualifications....................................................30
     SECTION 5.02    Appointment, Removal and Resignation of the Trustees..................................32
     SECTION 5.03    Vacancies among the Trustees..........................................................33


                                       ii


                                                                                                        
     SECTION 5.04    Effect of Vacancies...................................................................33
     SECTION 5.05    Meetings..............................................................................33
     SECTION 5.06    Delegation of Power...................................................................34
     SECTION 5.07    Merger, Conversion, Consolidation or Succession to Business...........................34

ARTICLE 6    Distributions.................................................................................35

     SECTION 6.01    Distributions.........................................................................35

ARTICLE 7    Issuance of the Securities....................................................................35

     SECTION 7.01    General Provisions Regarding the Securities...........................................35

ARTICLE 8    Dissolution of the Trust......................................................................36

     SECTION 8.01    Dissolution of the Trust..............................................................36

ARTICLE 9    Transfer of Interests.........................................................................37

     SECTION 9.01    Transfer of Securities................................................................37
     SECTION 9.02    Transfer of Certificates..............................................................37
     SECTION 9.03    Deemed Security Holders...............................................................38
     SECTION 9.04    Book-Entry Interests..................................................................38
     SECTION 9.05    Notices to Holders of Certificates....................................................39
     SECTION 9.06    Appointment of Successor Clearing Agency..............................................39
     SECTION 9.07    Definitive Preferred Security Certificates............................................39
     SECTION 9.08    Mutilated, Destroyed, Lost or Stolen Certificates.....................................40

ARTICLE 10   Limitation of Liability; Indemnification......................................................40

     SECTION 10.01   Exculpation...........................................................................40
     SECTION 10.02   Indemnification.......................................................................41
     SECTION 10.03   Outside Business......................................................................41

ARTICLE 11   Accounting....................................................................................41

     SECTION 11.01   Fiscal Year...........................................................................41
     SECTION 11.02   Certain Accounting Matters............................................................41
     SECTION 11.03   Banking...............................................................................42
     SECTION 11.04   Withholding...........................................................................42

ARTICLE 12   Amendments and Meetings.......................................................................43

     SECTION 12.01   Amendments............................................................................43
     SECTION 12.02   Meetings of the Holders of Securities; Action by Written Consent......................44

ARTICLE 13   Representations of the Property Trustee and the Delaware Trustee..............................45

     SECTION 13.01   Representations and Warranties of the Property Trustee................................45
     SECTION 13.02   Representations and Warranties of the Delaware Trustee................................46

ARTICLE 14   Miscellaneous.................................................................................47

     SECTION 14.01   Notices...............................................................................47
     SECTION 14.02   Undertaking for Costs.................................................................48
     SECTION 14.03   Governing Law.........................................................................48



                                       iii


                                                                                                        
     SECTION 14.04   Headings..............................................................................48
     SECTION 14.05   Partial Enforceability................................................................49
     SECTION 14.06   Counterparts..........................................................................49
     SECTION 14.07   Intention of the Parties..............................................................49
     SECTION 14.08   Successors and Assigns................................................................49
     SECTION 14.09   No Recourse...........................................................................49




EXHIBIT A:           CERTIFICATE OF TRUST
EXHIBIT B:           TERMS OF THE PREFERRED SECURITIES
EXHIBIT C:           TERMS OF THE COMMON SECURITIES

                                       iv


                    AMENDED AND RESTATED DECLARATION OF TRUST
                                       OF
                          MARATHON FINANCING TRUST ___

     AMENDED AND RESTATED DECLARATION OF TRUST (this "Declaration") dated and
effective as of ________________, 200__ by John T. Mills, an individual, Paul C.
Reinbolt, an individual, and Rick J. Tobias, an individual, as Regular Trustees,
The Bank of New York, a New York banking corporation, as Property Trustee, The
Bank of New York (Delaware), a Delaware banking corporation, as Delaware
Trustee, Marathon Oil Corporation, a Delaware corporation, as trust sponsor, and
by the holders, from time to time, of undivided beneficial interests in the
assets of the Trust (as hereinafter defined) to be issued pursuant to this
Declaration.

     WHEREAS, the Sponsor and certain of the Trustees entered into a Declaration
of Trust dated as of _____________, 200___ (the "Original Declaration") in order
to establish Marathon Financing Trust ___, a statutory trust (the "Trust"),
under the Statutory Trust Act (as hereinafter defined);

     WHEREAS, the Certificate of Trust of the Trust (the "Certificate of Trust")
was filed with the office of the Secretary of State of the State of Delaware on
_____________, 200___;

     WHEREAS, the Trustees and the Sponsor desire to continue the Trust pursuant
to the Statutory Trust Act for the purpose of, as described more fully in
Sections 3.03, 3.04 and 3.05 hereof, (i) issuing and selling Preferred
Securities (as hereinafter defined) representing preferred undivided beneficial
interests in the assets of the Trust for cash and investing the proceeds thereof
in Debentures (as hereinafter defined) of Marathon issued under the Indenture
(as hereinafter defined) to be held as assets of the Trust and (ii) issuing and
selling Common Securities (as hereinafter defined) representing common undivided
beneficial interests in the assets of the Trust to Marathon in exchange for cash
and investing the proceeds thereof in additional Debentures issued under the
Indenture to be held as assets of the Trust:

     NOW, THEREFORE, it being the intention of the parties hereto that the Trust
constitute a statutory trust under the Statutory Trust Act, that the Original
Declaration be amended and restated in its entirety as provided herein and that
this Declaration constitute the governing instrument of such statutory trust,
the Trustees declare that all Debentures referred to in clauses (i) and (ii) of
the previous paragraph purchased by the Trust will be held for the benefit of
the Holders (as hereinafter defined) from time to time, of undivided beneficial
interests in the assets of the Trust issued hereunder, subject to the provisions
of this Declaration.

                                        1


                                    ARTICLE 1
                                   DEFINITIONS

     SECTION 1.01   DEFINITIONS.

     (a) Capitalized terms used in this Declaration but not defined in the
preamble above have the respective meanings assigned to them in this Section
1.01.

     (b) A term defined anywhere in this Declaration has the same meaning
throughout.

     (c) All references to "the Declaration" or "this Declaration" are to this
Amended and Restated Declaration of Trust (including Exhibits A, B and C hereto
(the "Exhibits")) as modified, supplemented or amended from time to time.

     (d) All references in this Declaration to Articles, Sections and Exhibits
are to Articles and Sections of and Exhibits to this Declaration unless
otherwise specified.

     (e) A term defined in the Trust Indenture Act has the same meaning when
used in this Declaration unless otherwise defined in this Declaration or unless
the context otherwise requires.

     (f) A reference to the singular includes the plural and vice versa.

     "AFFILIATE" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" shall have meanings correlative to
the foregoing.

     "BOOK-ENTRY INTEREST" means a beneficial interest in a Global Certificate
registered in the name of a Clearing Agency or a nominee thereof, ownership and
transfers of which shall be maintained and made through book entries by such
Clearing Agency as described in Section 9.04.

     "BUSINESS DAY" means any day other than a Saturday or Sunday or a day on
which banking institutions in the Borough of Manhattan, The City and State of
New York or Houston, Texas are authorized or required by law or executive order
to close.

     "CERTIFICATE" means a Common Security Certificate or a Preferred Security
Certificate.

     "CERTIFICATE OF TRUST" has the meaning set forth in the recitals above.

     "CLEARING AGENCY" means an organization registered as a "Clearing Agency"
pursuant to Section 17A of the Exchange Act that is acting as depositary for the
Preferred Securities and in whose name or in the name of a nominee of that
organization shall be registered a Global Certificate and which shall undertake
to effect book-entry transfers and pledges of the Preferred Securities.

                                        2


     "CLEARING AGENCY PARTICIPANT" means a broker, dealer, bank, other financial
institution or other Person for whom from time to time the Clearing Agency
effects book-entry transfers and pledges of securities deposited with the
Clearing Agency.

     "CLOSING DATE" means the Closing Date as specified in the Underwriting
Agreement, which date is also the date of execution and delivery of this
Declaration.

     "CODE" means the Internal Revenue Code of 1986, as amended from time to
time, or any successor legislation. A reference to a specific section (Sec.) of
the Code refers not only to such specific section but also to any corresponding
provision of any U.S. federal tax statute enacted after the date of this
Declaration, as such specific section or corresponding provision is in effect on
the date of application of the provisions of this Declaration containing such
reference.

     "COMMISSION" means the Securities and Exchange Commission.

     "COMMON SECURITIES" has the meaning specified in Section 7.01(b).

     "COMMON SECURITY CERTIFICATE" means a definitive certificate in fully
registered form representing a Common Security substantially in the form of
Annex I to Exhibit C.

     "COVERED PERSON" means (i) any officer, director, shareholder, partner,
member, representative, employee or agent of the Trust or of any of its
Affiliates, (ii) any officer, director, shareholder, employee, representative or
agent of Marathon or of any of its Affiliates and (iii) any Holder from time to
time of the Securities.

     "CREDITOR" has the meaning specified in Section 4.02(c).

     "DEBENTURE TRUSTEE" means ____________________________, a ________________,
as trustee under the Indenture until a successor is appointed thereunder and
thereafter means such successor trustee.

     "DEBENTURES" means the series of _____________ debentures issued by
Marathon under the Indenture to the Property Trustee and entitled the
"____________________________ Debentures due _____."

     "DEFINITIVE PREFERRED SECURITY CERTIFICATES" has the meaning set forth in
Section 9.04.

     "DELAWARE TRUSTEE" means the Trustee meeting the eligibility requirements
set forth in Section 5.01(a)(3).

     "DEPOSITARY AGREEMENT" means the agreement among the Trust, the Property
Trustee and DTC dated as of the Closing Date, as the same may be amended or
supplemented from time to time.

     "DISTRIBUTION" means a distribution payable to Holders of Securities in
accordance with Section 6.01.

                                        3


     "DTC" means The Depository Trust Company, the initial Clearing Agency.

     "EVENT OF DEFAULT" in respect of the Securities means that an Indenture
Event of Default has occurred and is continuing with respect to the Debentures.

     "EXCHANGE" has the meaning specified in Section 3.13.

     "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended from
time to time, or any successor legislation.

     "FISCAL YEAR" has the meaning specified in Section 11.01.

     "FOREIGN PERSON" means any person that is not a United States Person.

     "GLOBAL CERTIFICATE" has the meaning set forth in Section 9.04.

     "HOLDER" means a Person in whose name a Certificate representing a Security
is registered, such Person being a beneficial owner within the meaning of the
Statutory Trust Act.

     "HOLDER DIRECT ACTION" has the meaning specified in Section 3.10(e).

     "INDEMNIFIED PERSON" means any Trustee, any Affiliate of any Trustee, any
Paying Agent, any officer, director, shareholder, member, partner, employee,
representative or agent of any Trustee or Paying Agent, or any employee or agent
of the Trust or of any of its Affiliates, including but not limited to any
officer or director of the Sponsor.

     "INDENTURE" means the Indenture dated as of _____________, 200__ between
Marathon and the Debenture Trustee as supplemented by Supplemental Indenture No.
1 thereto dated as of _____________, 200___, pursuant to which the Debentures
are to be issued to the Property Trustee.

     "INDENTURE EVENT OF DEFAULT" means that an event or condition defined as an
"Event of Default" with respect to the Debentures under Section 5.01 of the
Indenture has occurred and is continuing.

     "INVESTMENT COMPANY" means an "investment company" as defined in the
Investment Company Act.

     "INVESTMENT COMPANY ACT" means the Investment Company Act of 1940, as
amended from time to time, or any successor legislation.

     "LEGAL ACTION" has the meaning specified in Section 3.08(g).

     "LIQUIDATION DISTRIBUTION" has the meaning set forth in Exhibits B and C
hereto establishing the terms of the Securities.

     "LIST OF HOLDERS" has the meaning specified in Section 2.02(a).

                                        4


     "MAJORITY IN LIQUIDATION AMOUNT OF THE SECURITIES" means, except as
otherwise required by the Trust Indenture Act and except as provided in the
penultimate paragraph of Section 5(b) of Exhibit B hereto, Holder(s) of
outstanding Securities voting together as a single class or, as the context may
require, Holder(s) of outstanding Preferred Securities or Common Securities
voting separately as a class, who are the record owners of a relevant class of
Securities whose liquidation amount (including the stated amount that would be
paid on redemption, liquidation or otherwise, plus accumulated and unpaid
Distributions to the date upon which the voting percentages are determined)
represents more than 50% of the liquidation amount of all outstanding Securities
of such class.

     "MARATHON" OR "SPONSOR" means Marathon Oil Corporation, a Delaware
corporation, or any successor entity resulting from any merger, consolidation,
amalgamation or other business combination, in its capacity as sponsor of the
Trust.

     "NASD" has the meaning specified in Section 3.13.

     "NASDAQ" has the meaning specified in Section 3.13.

     "NATIONALLY RECOGNIZED STATISTICAL RATING ORGANIZATION" has the meaning
specified for purposes of Rule 436(g)(2) under the Securities Act.

     "1933 ACT REGISTRATION STATEMENT" has the meaning specified in Section
3.13.

     "1934 ACT REGISTRATION STATEMENT" has the meaning specified in Section
3.13.

     "OFFICERS' CERTIFICATE" means a certificate signed by the Chairman of the
Board, any Vice Chairman of the Board, the Chief Executive Officer, the
President, the Chief Operating Officer, the Chief Financial Officer or any Vice
President, and by the Treasurer, any Assistant Treasurer, the Secretary or an
Assistant Secretary of the Sponsor, and delivered to the appropriate Trustee.
One of the officers signing an Officers' Certificate given pursuant to Section
2.04 shall be the principal executive, financial or accounting officer of the
Sponsor. Any Officers' Certificate delivered with respect to compliance with a
condition or covenant provided for in this Declaration shall include:

     (a) a statement that each officer signing the such certificate has read the
covenant or condition;

     (b) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate are based;

     (c) a statement that, in the opinion of each such officer, he has made such
examination or investigation as is necessary to enable such officer to express
an informed opinion as to whether or not such covenant or condition has been
complied with; and

     (d) a statement as to whether or not, in the opinion of such person, such
condition or covenant has been complied with.

                                        5


     "OPINION OF COUNSEL" means a written opinion of counsel, who may be
counsel for the Trust or the Sponsor, which may be an employee of the Sponsor
but not an employee of the Trust or the Property Trustee, and who shall be
reasonably acceptable to the Property Trustee. Any Opinion of Counsel
pertaining to U.S. federal income tax matters may rely, inter alia, on
published rulings or other official pronouncements of the Internal Revenue
Service.

     "ORIGINAL DECLARATION" has the meaning set forth in the recitals clause
above.

     ["OVER-ALLOTMENT CLOSING DATE" means the date determined pursuant to the
Underwriting Agreement for the closing of the Over-allotment Option.]

     ["OVER-ALLOTMENT OPTION" means any over-allotment option contained in the
Underwriting Agreement.]

     "PAYING AGENT" has the meaning specified in Section 3.10(i).

     "PAYMENT AMOUNT" has the meaning specified in Section 6.01.

     "PERSON" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, government or any agency
or political subdivision thereof, or any other entity of whatever nature.

     "PREFERRED SECURITIES" has the meaning specified in Section 7.01(b).

     "PREFERRED SECURITIES GUARANTEE" means the Guarantee Agreement, dated as of
___________, 200___ between Marathon and The Bank of New York, a New York
banking corporation, as initial guarantee trustee thereunder, in respect of the
Preferred Securities.

     "PREFERRED SECURITY BENEFICIAL OWNER" means, with respect to a Book-Entry
Interest, a Person who is the beneficial owner of such Book-Entry Interest, as
reflected on the books of the applicable Clearing Agency, or on the books of a
Person maintaining an account with such Clearing Agency (directly as a Clearing
Agency Participant or as an indirect participant, in each case in accordance
with the rules of such Clearing Agency).

     "PREFERRED SECURITY CERTIFICATE" means a definitive certificate in fully
registered form representing a Preferred Security substantially in the form of
Annex I to Exhibit B.

     "PROPERTY ACCOUNT" has the meaning specified in Section 3.10(c)(i).

     "PROPERTY TRUSTEE" means the Trustee meeting the eligibility requirements
set forth in Section 5.01(c) and having the duties set forth for the Property
Trustee herein.

     "QUORUM" means a majority of the Regular Trustees or, if there are only two
Regular Trustees, both such Regular Trustees.

                                        6


     "REGULAR TRUSTEE" means any Trustee other than the Property Trustee and the
Delaware Trustee.

     "RESIGNATION REQUEST" has the meaning specified in Section 5.02(c).

     "RESPONSIBLE OFFICER" means, when used with respect to the Property
Trustee, any officer within the corporate trust department of the Property
Trustee, including any vice president, assistant vice president, assistant
secretary, assistant treasurer, trust officer or any other officer of the
Property Trustee who customarily performs functions similar to those performed
by the Persons who at the time shall be such officers, respectively, or to whom
any corporate trust matter is referred because of such Person's knowledge of and
familiarity with the particular subject and who, in either case, shall have
direct responsibility for the administration of this Declaration.

     "RULE 3a-7" means Rule 3a-7 under the Investment Company Act or any
successor rule thereunder.

     "SECURITIES" means the Common Securities and the Preferred Securities.

     "SECURITIES ACT" means the Securities Act of 1933, as amended from time to
time, or any successor legislation.

     "SPECIAL EVENT" has the meaning set forth in the terms of the Securities as
set forth in section 4 of Exhibits B and C hereto.

     "STATUTORY TRUST ACT" means Chapter 38 of Title 12 of the Delaware Code, 12
Del. Code Section 3801 et seq., as it may be amended from time to time, or any
successor legislation.

     "SUCCESSOR DELAWARE TRUSTEE" has the meaning specified in Section
5.02(a)(ii).

     "SUCCESSOR ENTITY" has the meaning specified in Section 3.18(b)(i).

     "SUCCESSOR PROPERTY TRUSTEE" has the meaning specified in Section
5.02(a)(i).

     "SUCCESSOR SECURITIES" has the meaning specified in Section 3.18(b)(i)(B).

     "SUPER MAJORITY" has the meaning specified in Section 2.06(a)(ii).

     "SUPPLEMENTAL INDENTURE" means Supplemental Indenture No. 1 dated as of
______________, 200___ between Marathon and the Debenture Trustee, pursuant to
which the Debentures are to be issued.

     "10% IN LIQUIDATION AMOUNT OF THE SECURITIES" means, except as otherwise
required by the Trust Indenture Act and except as provided in the penultimate
paragraph of section 5 of Exhibit B hereto, Holder(s) of outstanding Securities
voting together as a single class or, as the context may require, Holder(s) of
outstanding Preferred Securities or Common Securities, voting separately as a
class, who are the record owners of a relevant class of Securities whose

                                        7


liquidation amount (including the stated amount that would be paid on
redemption, liquidation or otherwise, plus accumulated and unpaid Distributions
to the date upon which the voting percentages are determined) represents 10% or
more of the liquidation amount of all outstanding Securities of such class.

     "TREASURY REGULATIONS" means the income tax regulations, including
temporary and proposed regulations, promulgated under the Code by the United
States Treasury, as such regulations may be amended from time to time (including
corresponding provisions of succeeding regulations).

     "TRUST" has the meaning set forth in the recitals above.

     "TRUSTEE" or "TRUSTEES" means each Person who has signed this Declaration
as a trustee, so long as such Person shall continue in office in accordance with
the terms hereof, and all other Persons who may from time to time be duly
appointed, qualified and serving as Trustees in accordance with the provisions
hereof, and references herein to a Trustee or the Trustees shall refer to such
Person or Persons solely in their capacity as trustees hereunder.

     "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939, as amended
from time to time, or any successor legislation.

     "UNDERWRITING AGREEMENT" means the Underwriting Agreement dated
_________________, 200___ among the Trust, the Sponsor and the underwriters
named in Schedule I thereto.

     "UNITED STATES PERSON" means a United States person for U.S. federal income
tax purposes.

                                    ARTICLE 2
                               TRUST INDENTURE ACT

     SECTION 2.01   TRUST INDENTURE ACT; APPLICATION.

     (a) This Declaration is subject to the provisions of the Trust Indenture
Act that are required to be part of this Declaration and shall, to the extent
applicable, be governed by such provisions.

     (b) If and to the extent that any provision of this Declaration limits,
qualifies or conflicts with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.

     (c) The Property Trustee, to the extent permitted by applicable law and/or
the rules and regulations of the Commission, shall be the only Trustee which is
a trustee for the purposes of the Trust Indenture Act.

                                        8


     (d) The application of the Trust Indenture Act to this Declaration shall
not affect the nature of the Securities as equity securities representing
undivided beneficial interests in the assets of the Trust.

     SECTION 2.02   LISTS OF HOLDERS OF PREFERRED SECURITIES.

     (a) Each of the Sponsor and the Regular Trustees on behalf of the Trust
shall provide the Property Trustee unless the Property Trustee is registrar for
the Securities, (i) on each regular record date for payment of Distributions, a
list, in such form as the Property Trustee may reasonably require, of the names
and addresses of the Holders ("List of Holders") as of such record date, and
(ii) at any other time, within 30 days of receipt by the Trust of a written
request for a List of Holders as of a date no more than 15 days before such List
of Holders is given to the Property Trustee; PROVIDED that in each case neither
the Sponsor nor the Regular Trustees on behalf of the Trust shall be obligated
to provide such List of Holders at any time that the List of Holders does not
differ from the most recent List of Holders given to the Property Trustee by the
Sponsor and the Regular Trustees on behalf of the Trust. The Property Trustee
shall preserve, in as current a form as is reasonably practicable, all
information contained in Lists of Holders given to it or which it receives in
the capacity as Paying Agent (if acting in such capacity) PROVIDED that the
Property Trustee may destroy any List of Holders previously given to it on
receipt of a new List of Holders.

     (b) The Property Trustee shall comply with its obligations under Sections
310(b), 311 and 312(b) of the Trust Indenture Act.

     SECTION 2.03   REPORTS BY THE PROPERTY TRUSTEE.

     Within 60 days after May 15 of each year, commencing May 15, 2003, the
Property Trustee shall deliver to the Holders of the Securities such reports
as are required by Section 313 of the Trust Indenture Act, if any, in the
form, in the manner and at the times provided by Section 313 of the Trust
Indenture Act. The Property Trustee shall also comply with the other
requirements of Section 313 of the Trust Indenture Act. A copy of each such
report shall, at the time of such transmission to Holders, be filed by the
Property Trustee with the Sponsor, with each stock exchange or quotation
system upon which any Preferred Securities are listed or traded (if so listed
or traded) and also with the Commission. The Sponsor agrees to notify the
Property Trustee when any Preferred Securities become listed on any stock
exchange or quotation system and of any delisting thereof.

     SECTION 2.04   PERIODIC REPORTS TO THE PROPERTY TRUSTEE.

     Each of the Sponsor and the Regular Trustees on behalf of the Trust shall
provide to the Property Trustee, the Commission and the Holders of the
Securities, as applicable, such documents, reports and information (if any) as
required by Section 314(a)(1)-(3) of the Trust Indenture Act and the compliance
certificates required by Section 314(a)(4) and (c) of the Trust Indenture Act,
any such certificates to be provided in the form, in the manner and at the times
required by Section 314(a)(4) and (c) of the Trust Indenture Act (PROVIDED that
any certificate to be provided pursuant to Section 314(a)(4) of the Trust
Indenture Act shall be provided within 120 days of the end of each Fiscal Year).
Delivery of such reports, information and documents to the Property

                                        9


Trustee is for informational purposes only and the Property Trustee's receipt of
such shall not constitute constructive notice of any information contained
therein, including the Sponsor's compliance with any of its covenants hereunder
(as to which the Property Trustee is entitled to rely exclusively on Officers'
Certificates or on certificates provided pursuant to this Section 2.04).

     SECTION 2.05   EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.

     Each of the Sponsor and the Regular Trustees on behalf of the Trust shall
provide to the Property Trustee such evidence of compliance with any conditions
precedent provided for in this Declaration which relate to any of the matters
set forth in Section 314(c) of the Trust Indenture Act. Any certificate or
opinion required to be given by an officer pursuant to Section 314(c) may be
given in the form of an Officers' Certificate.

     SECTION 2.06   EVENTS OF DEFAULT; WAIVER.

     (a) The Holders of a Majority in liquidation amount of Preferred Securities
may, by vote, on behalf of the Holders of all of the Preferred Securities, waive
any past Event of Default in respect of the Preferred Securities and its
consequences, PROVIDED that if the underlying Indenture Event of Default:

         (i)   is not waivable under the Indenture, the Event of Default under
     this Declaration shall also not be waivable; or

         (ii)  requires the consent or vote of the holders of greater than a
     majority in aggregate principal amount of the Debentures (a "Super
     Majority") to be waived under the Indenture, the Event of Default under
     this Declaration may only be waived by the vote of the Holders of at least
     the proportion in aggregate liquidation amount of the Preferred Securities
     that the relevant Super Majority represents of the aggregate principal
     amount of the Debentures outstanding.

The foregoing provisions of this Section 2.06(a) shall be in lieu of Section
316(a)(1)(B) of the Trust Indenture Act and such Section 316(a)(1)(B) of the
Trust Indenture Act is hereby expressly excluded from this Declaration and the
Securities, as permitted by the Trust Indenture Act. Upon such waiver, any such
default shall cease to exist, and any Event of Default with respect to the
Preferred Securities arising therefrom shall be deemed to have been cured, for
every purpose of this Declaration, but no such waiver shall extend to any
subsequent or other default or an Event of Default with respect to the Preferred
Securities or impair any right consequent thereon. Any waiver by the Holders of
the Preferred Securities of an Event of Default with respect to the Preferred
Securities shall also be deemed to constitute a waiver by the Holders of the
Common Securities of any such Event of Default with respect to the Common
Securities for all purposes of this Declaration without any further act, vote or
consent of the Holders of the Common Securities.

     (b) The Holders of a Majority in liquidation amount of the Common
Securities may, by vote, on behalf of the Holders of all of the Common
Securities, waive any past Event of

                                       10


Default with respect to the Common Securities and its consequences, PROVIDED
that, if the underlying Indenture Event of Default:

         (i)   is not waivable under the Indenture, except where the Holders of
     the Common Securities are deemed to have waived such Event of Default under
     this Declaration as provided above in Section 2.06(a) or below in this
     Section 2.06(b), the Event of Default under this Declaration shall also not
     be waivable; or

         (ii)  requires the consent or vote of a Super Majority to be waived,
     except where the Holders of the Common Securities are deemed to have waived
     such Event of Default under this Declaration as provided above in Section
     2.06(a) or below in this Section 2.06(b), the Event of Default under this
     Declaration may only be waived by the vote of the Holders of at least the
     proportion in aggregate liquidation amount of the Common Securities that
     the relevant Super Majority represents of the aggregate principal amount of
     the Debentures outstanding;

PROVIDED, FURTHER, that the Holders of Common Securities will be deemed to have
waived any such Event of Default and all Events of Defaults with respect to the
Common Securities and their consequences until all Events of Default with
respect to the Preferred Securities have been cured, waived or otherwise
eliminated, and until such Events of Default have been so cured, waived or
otherwise eliminated, the Property Trustee will be deemed to be acting solely on
behalf of the Holders of the Preferred Securities and only the Holders of the
Preferred Securities will have the right to direct the Property Trustee in
accordance with the terms of the Securities. The foregoing provisions of this
Section 2.06(b) shall be in lieu of Sections 316(a)(1)(A) and 316(a)(1)(B) of
the Trust Indenture Act and such Sections 316(a)(1)(A) and 316(a)(1)(B) of the
Trust Indenture Act are hereby expressly excluded from this Declaration and the
Securities, as permitted by the Trust Indenture Act. In the event that any Event
of Default with respect to the Preferred Securities is waived by the Holders of
Preferred Securities as provided in this Declaration, the Holders of Common
Securities agree that such waiver shall also constitute the waiver of such Event
of Default with respect to the Common Securities for all purposes under this
Declaration without any further act, vote or consent of the Holders of the
Common Securities. Subject to the foregoing provisions of this Section 2.06(b),
upon such waiver, any such default shall cease to exist and any Event of Default
with respect to the Common Securities arising therefrom shall be deemed to have
been cured for every purpose of this Declaration, but no such waiver shall
extend to any subsequent or other default or Event of Default with respect to
the Common Securities or impair any right consequent thereon.

     (c) A waiver of an Indenture Event of Default by the Property Trustee, at
the direction of the Holders of Preferred Securities, constitutes a waiver of
the corresponding Event of Default under this Declaration. The foregoing
provisions of this Section 2.06(c) shall be in lieu of Section 316(a)(1)(B) of
the Trust Indenture Act and such Section 316(a)(1)(B) of the Trust Indenture Act
is hereby expressly excluded from this Declaration and the Securities, as
permitted by the Trust Indenture Act.

                                       11


     SECTION 2.07   DISCLOSURE OF INFORMATION.

     The disclosure of information as to the names and addresses of the Holders
of the Securities in accordance with Section 312 of the Trust Indenture Act,
regardless of the source from which such information was derived, shall not be
deemed to be a violation of any existing law, or any law hereafter enacted which
does not specifically refer to Section 312 of the Trust Indenture Act, nor shall
the Property Trustee be held accountable by reason of mailing any material
pursuant to a request made under Section 312(b) of the Trust Indenture Act.

                                    ARTICLE 3
                                  ORGANIZATION

     SECTION 3.01   NAME.

     The Trust continued by this Declaration is named "Marathon Financing Trust
___" as such name may be modified from time to time by the Regular Trustees
following written notice to the Holders of the Securities. The Trust's
activities may be conducted under the name of the Trust or any other name deemed
advisable by the Regular Trustees.

     SECTION 3.02   OFFICE.

     The address of the principal office of the Trust is c/o Marathon Oil
Corporation, 5555 San Felipe Road, Houston, Texas 77056-2723. Upon ten days'
written notice to the Holders, the Regular Trustees may change the location of
the Trust's principal office.

     SECTION 3.03   ISSUANCE OF THE SECURITIES.

     On ______________, 200___ the Sponsor, on behalf of the Trust and pursuant
to the Original Declaration, executed and delivered the Underwriting Agreement.
On the Closing Date and contemporaneously with the execution and delivery of
this Declaration, the Regular Trustees, on behalf of the Trust, shall execute
and deliver (i) one or more Global Certificates, registered in the name of the
nominee of the initial Clearing Agency as specified in Section 9.04 for the
benefit of the underwriters named in the Underwriting Agreement, in an aggregate
amount of ____________ Preferred Securities having an aggregate liquidation
amount of $____________, against receipt of the aggregate purchase price of such
Preferred Securities of $____________, and (ii) to the Sponsor, one or more
Common Security Certificates, registered in the name of the Sponsor, in an
aggregate amount of _________ Common Securities having an aggregate liquidation
amount of $___________, against receipt of the aggregate purchase price of such
Common Securities of $___________.

     [In the event of the exercise of the Over-allotment Option, on the
Over-allotment Closing Date, the Regular Trustees, on behalf of the Trust, shall
execute and deliver (i) one or more Global Certificates, registered in the name
of the nominee of the initial Clearing Agency as specified in Section 9.04 for
the benefit of the underwriters named in the Underwriting Agreement, in an
aggregate amount not to exceed _____ Preferred Securities having an aggregate
liquidation amount of $_________, against receipt of the aggregate purchase
price of such Preferred Securities, and (ii) to the Sponsor, one or more Common
Security Certificates,

                                       12


registered in the name of the Sponsor, in an aggregate amount not to exceed
_____ Common Securities having an aggregate liquidation amount of not in excess
of $________, against receipt of the aggregate purchase price of such Common
Securities.]

     SECTION 3.04   PURCHASE OF DEBENTURES.

     On the Closing Date and contemporaneously with the execution and delivery
of this Declaration, the Regular Trustees, on behalf of the Trust, shall
purchase from the Sponsor with the proceeds received by the Trust from the sale
of the Securities on such date pursuant to Section 3.03, at a purchase price of
100% of the principal amount thereof, Debentures, registered in the name of the
Property Trustee and having an aggregate principal amount equal to $___________,
and, in satisfaction of the purchase price for such Debentures, the Property
Trustee, on behalf of the Trust, shall deliver or cause to be delivered to the
Sponsor the sum of $___________.

     [In the event of the exercise of the Over-allotment Option, on the
Over-allotment Closing Date, the Regular Trustees, on behalf of the Trust, shall
purchase from the Sponsor with the proceeds received by the Trust from the sale
of Securities on such date pursuant to Section 3.03, at a purchase price of 100%
of the principal amount thereof, Debentures, registered in the name of the
Property Trustee and having an aggregate principal amount not in excess of
$________, in satisfaction of the purchase price for such Debentures, the
Property Trustee, on behalf of the Trust, shall deliver or cause to be delivered
to the Sponsor the aggregate purchase price of such Debentures.]

     SECTION 3.05   PURPOSE.

     The exclusive purposes and functions of the Trust are: (a)(i) to issue and
sell Preferred Securities for cash and use the proceeds of such sales to acquire
from Marathon and hold and dispose of, in accordance with this Declaration,
Debentures issued under the Indenture having an aggregate principal amount equal
to the aggregate liquidation amount of the Preferred Securities so issued and
sold; (ii) to enter into such agreements and arrangements as may be necessary in
connection with the sale of Preferred Securities to the initial purchasers
thereof (including the Underwriting Agreement) and to take all action, and
exercise such discretion, as may be necessary or desirable in connection
therewith and to file such registration statements or make such other filings
under the Securities Act, the Exchange Act or state securities or "Blue Sky"
laws as may be necessary or desirable in connection therewith and the issuance
of the Preferred Securities; and (iii) to issue and sell Common Securities to
Marathon for cash and use the proceeds of such sale to purchase from Marathon,
and hold and dispose of, in accordance with this Declaration, Debentures issued
under the Indenture having an aggregate principal amount equal to the aggregate
liquidation amount of the Common Securities so issued and sold; and (b) except
as otherwise limited herein, to engage in only those other activities necessary
or incidental thereto, including such other activities specifically authorized
in this Declaration. The Trust shall not borrow money, issue debt or reinvest
proceeds derived from investments, mortgage or pledge any of its assets or at
any time while the Securities are outstanding otherwise undertake (or permit to
be undertaken) any activity that would result in or cause the Trust not to be
classified for U.S. federal income tax purposes as a grantor trust.

                                       13


     SECTION 3.06   AUTHORITY.

     Subject to the limitations provided in this Declaration and to the specific
duties of the Property Trustee and the Sponsor, the Regular Trustees shall have
exclusive and complete authority to carry out the purposes of the Trust. An
action taken by the Regular Trustees in accordance with their powers shall
constitute the act of and serve to bind the Trust and an action taken by the
Property Trustee on behalf of the Trust in accordance with its powers shall
constitute the act of and serve to bind the Trust. In dealing with the Trustees
acting on behalf of the Trust, no Person shall be required to inquire into the
authority of the Trustees to bind the Trust. Persons dealing with the Trust are
entitled to rely conclusively on the power and authority of the Trustees as set
forth in this Declaration.

     SECTION 3.07   TITLE TO PROPERTY OF THE TRUST.

     Except as provided in Section 3.10 with respect to the Debentures and the
Property Account or unless otherwise provided in this Declaration, legal title
to all assets of the Trust shall be vested in the Trust. The Holders shall not
have legal title to any part of the assets of the Trust, but shall have
undivided beneficial interests in the assets of the Trust.

     SECTION 3.08   POWERS AND DUTIES OF THE REGULAR TRUSTEES.

     Each Regular Trustee shall be a United States Person. The Regular Trustees
shall have the exclusive power, authority and duty to cause the Trust, and shall
cause the Trust, to engage in the following activities:

     (a) to issue Preferred Securities and Common Securities, in each case in
accordance with this Declaration; PROVIDED, HOWEVER, that the Trust may issue no
more than one series of Preferred Securities and no more than one series of
Common Securities; PROVIDED FURTHER, that there shall be no interests in the
Trust other than the Securities and the issuance of Securities shall be limited
to one-time, simultaneous issuances of both Preferred Securities and Common
Securities on the Closing Date [,subject to the issuance of additional Preferred
Securities and Common Securities pursuant to the exercise of any Over-allotment
Option];

     (b) in connection with the issuance of the Preferred Securities, at the
direction of the Sponsor, to effect or cause to be effected the filings, and to
execute or cause to be executed, the documents, set forth in Section 3.13 and,
if directed by the Sponsor, to execute, deliver and perform the Depositary
Agreement on behalf of the Trust;

     (c) to acquire as trust assets Debentures with the proceeds of the sale of
the Preferred Securities and the Common Securities; PROVIDED, HOWEVER, that the
Regular Trustees shall cause legal title to all of the Debentures to be vested
in, and the Debentures to be held of record in the name of, the Property Trustee
for the benefit of the Holders of the Preferred Securities and the Common
Securities;

     (d) if and to the extent that the Sponsor on behalf of the Trust has not
already done so, at the direction of the Sponsor, to cause the Trust to enter
into the Underwriting Agreement and such other agreements and arrangements as
may be necessary or desirable in connection with

                                       14


the sale of the Preferred Securities to the initial purchasers thereof and the
consummation thereof, and to take all action, and exercise all discretion, as
may be necessary or desirable in connection with the consummation thereof;

     (e) to give the Sponsor and the Property Trustee prompt written notice of
the occurrence of a Special Event;

     (f) to establish a record date with respect to all actions to be taken
hereunder that require a record date be established, including for the purposes
of Section 316(c) of the Trust Indenture Act and with respect to Distributions,
voting rights, redemptions, and exchanges, and to issue relevant notices to
Holders of the Preferred Securities and Common Securities as to such actions and
applicable record dates;

     (g) to bring or defend, pay, collect, compromise, arbitrate, resort to
legal action or otherwise adjust claims or demands of or against the Trust
("Legal Action"), unless pursuant to Section 3.10, the Property Trustee has the
exclusive power to bring such Legal Action;

     (h) to employ or otherwise engage employees and agents (who may be
designated as officers with titles) and managers, contractors, advisors and
consultants and pay reasonable compensation for such services; PROVIDED that any
Person so employed or engaged is a United States Person;

     (i) to cause the Trust to comply with the Trust's obligations under the
Trust Indenture Act;

     (j) to give the certificate to the Property Trustee required by Section
314(a)(4) of the Trust Indenture Act, which certificate may be executed by any
Regular Trustee;

     (k) to incur expenses which are necessary or incidental to carrying out any
of the purposes of the Trust;

     (l) to act as, or appoint another Person to act as, registrar and transfer
agent for the Securities, the Regular Trustees hereby initially appointing the
Property Trustee for such purposes;

     (m) to take all actions and perform such duties as may be required of the
Regular Trustees pursuant to the terms of the Securities set forth in Exhibits B
and C hereto;

     (n) to take all actions which may be necessary or appropriate for the
preservation and the continuation of the Trust's valid existence, rights,
franchises and privileges as a statutory trust under the laws of the State of
Delaware and of each other jurisdiction in which such existence is necessary to
protect the limited liability of the Holders of the Securities or to enable the
Trust to effect the purposes for which the Trust has been created;

     (o) to take all actions, not inconsistent with this Declaration, the
Certificate of Trust or with applicable law, which the Regular Trustees
determine in their discretion to be necessary

                                       15


or desirable in carrying out the purposes of the Trust and the activities of the
Trust as set out in this Section 3.08, including, but not limited to:

         (i)   causing the Trust not to be deemed to be an Investment Company
     required to be registered under the Investment Company Act;

         (ii)  causing the Trust to be classified for U.S. federal income tax
     purposes as a grantor trust; and

         (iii) cooperating with the Sponsor to ensure that the Debentures will
     be treated as indebtedness of the Sponsor for U.S. federal income tax
     purposes;

     (p) to take all actions necessary to cause all applicable tax returns and
tax information reports and forms that are required to be filed with respect to
the Trust to be duly prepared and filed by the Regular Trustees, on behalf of
the Trust, and to comply with any applicable requirements imposed by any taxing
authority on holders of instruments treated as indebtedness for U. S. federal
income tax purposes;

     (q) subject to the requirements of Rule 3a-7 (if the Trust is excluded from
the definition of an Investment Company solely by reason of Rule 3a-7) and
Section 317(b) of the Trust Indenture Act, to appoint, in conjunction with the
Property Trustee, one or more Paying Agents in addition to the Property Trustee;
and

     (r) to execute all documents or instruments, perform all duties and powers
and do all things for and on behalf of the Trust in all matters necessary or
incidental to the foregoing.

     The Regular Trustees must exercise the powers set forth in this Section
3.08 in a manner which is consistent with the purposes and functions of the
Trust set out in Section 3.05, and the Regular Trustees shall not take any
action which is inconsistent with the purposes and functions of the Trust set
forth in Section 3.05.

     Except as provided in this Section 3.08, the Regular Trustees shall have
none of the powers or any of the authority of the Property Trustee set forth in
Section 3.10.

     The Regular Trustees shall take all actions on behalf of the Trust that are
not specifically required by this Declaration to be taken by any other Trustee.

     Any expenses incurred by the Regular Trustees pursuant to this Section 3.08
shall be reimbursed by the Sponsor.

     SECTION 3.09   PROHIBITION OF ACTIONS BY THE TRUST AND THE TRUSTEES.

     The Trust shall not, and the Trustees (including the Property Trustee)
shall cause the Trust not to, engage in any activity other than in connection
with the purposes of the Trust or other than as required or authorized by this
Declaration. In particular, the Trust shall not and the Trustees (including the
Property Trustee) shall not cause the Trust to:

                                       16


     (a) invest any proceeds received by the Trust as a result of holding the
Debentures but the Trust shall promptly distribute from the Property Account all
such proceeds to Holders of Securities pursuant to the terms of this Declaration
and of the Securities;

     (b) acquire any assets other than as expressly provided herein;

     (c) possess Trust property for other than a Trust purpose;

     (d) make any loans, other than loans represented by the Debentures;

     (e) possess any power or otherwise act in such a way as to vary the Trust
assets or the terms of the Securities in any way whatsoever, except as otherwise
expressly provided herein;

     (f) issue any securities or other evidences of beneficial ownership of, or
beneficial interests in, the Trust other than the Securities;

     (g) incur any indebtedness for borrowed money;

     (h) (i) direct the time, method and place of conducting any proceeding for
any remedy available to the Debenture Trustee or exercising any trust or power
conferred upon the Debenture Trustee with respect to the Debentures, (ii) waive
any past default that is waivable under Section 5.13 of the Indenture, or (iii)
exercise any right to rescind or annul a declaration of acceleration of the
maturity of the principal of the Debentures, without, in each case, obtaining
the prior approval of the Holders of a Majority in liquidation amount of all
outstanding Securities;

     (i) revoke any action previously authorized or approved by a vote of the
Holders of Preferred Securities except by subsequent vote of such Holders;

     (j) consent to any amendment, modification or termination of the Indenture
or the Debentures, where such consent shall be required, unless in the case of
this clause (j) the Property Trustee shall have received an Opinion of Counsel
experienced in such matters to the effect that such amendment, modification or
termination will not cause more than an insubstantial risk that for U.S. federal
income tax purposes the Trust will not be classified as a grantor trust;

     (k) take or consent to any action that would result in the placement of a
lien, pledge, charge, mortgage or other encumbrance on any of the Trust
property;

     (l) vary the investment (within the meaning of Treasury Regulation Section
301.7701-4(c)) of the Trust or of the Holders of Securities; or

     (m) after the date hereof, enter into any contract or agreement (other than
any depositary agreement or any agreement with any securities exchange or
automated quotation system) that does not expressly provide that the Holders of
Preferred Securities, in their capacities as such, have limited liability (in
accordance with the provisions of the Statutory Trust Act) for the liabilities
and obligations of the Trust, which express provision shall be in

                                       17


substantially the following form, "The Holders of the Preferred Securities, in
their capacities as such, shall not be personally liable for any liabilities or
obligations of the Trust arising out of this Agreement, and the parties hereto
hereby agree that the Holders of the Preferred Securities, in their capacities
as such, shall be entitled to the same limitation of personal liability extended
to stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware." The failure of the Trust to include
such a provision shall not in and of itself cause the Trust's executing,
delivering and performing such contract or agreement to be ULTRA VIRES.

     SECTION 3.10   POWERS AND DUTIES OF THE PROPERTY TRUSTEE.

     (a) The legal title to the Debentures shall be owned by and held of record
in the name of the Property Trustee in trust for the benefit of the Holders of
the Securities. The right, title and interest of the Property Trustee to the
Debentures shall vest automatically in each Person who may hereafter be
appointed as Property Trustee in accordance with Article 5. Such vesting and
cessation of title shall be effective whether or not conveyancing documents with
regard to the Debentures have been executed and delivered.

     (b) The Property Trustee shall not transfer its right, title and interest
in the Debentures to the Regular Trustees or, if the Property Trustee does not
also act as the Delaware Trustee, the Delaware Trustee.

     (c) The Property Trustee shall:

         (i)   establish and maintain a segregated non-interest bearing bank
     account (the "Property Account") in the name of and under the exclusive
     control of the Property Trustee on behalf of the Holders of the Securities
     and on the receipt of payments of funds made in respect of the Debentures
     held by the Property Trustee, deposit such funds into the Property Account
     and, without any further acts of the Property Trustee or the Regular
     Trustees, promptly make payments to the Holders of the Preferred Securities
     and Common Securities from the Property Account in accordance with Section
     6.01. Funds in the Property Account shall be held uninvested, and without
     liability for interest thereon, until disbursed in accordance with this
     Declaration. The Property Account shall be an account which is maintained
     with a banking institution whose long term unsecured indebtedness is rated
     by a nationally recognized statistical rating organization at least
     investment grade;

         (ii)  engage in such ministerial activities as shall be necessary or
     appropriate to effect promptly the redemption of the Preferred Securities
     and the Common Securities to the extent the Debentures are redeemed or
     mature;

         (iii) upon notice of distribution issued by the Regular Trustees in
     accordance with the terms of the Preferred Securities and the Common
     Securities, engage in such ministerial activities as shall be necessary or
     appropriate to effect promptly pursuant to terms of the Securities the
     distribution of Debentures to Holders of Securities upon the election of
     the Holder of Common Securities to distribute the Debentures to Holders of
     Securities and dissolve the Trust;

                                       18


         (iv)  have the legal power to exercise all of the rights, powers and
     privileges of a holder of the Debentures under the Indenture and, if an
     Event of Default occurs and is continuing, the Property Trustee, subject to
     Section 3.10(e), shall for the benefit of the Holders of the Securities,
     enforce its rights as holder of the Debentures under the Indenture, subject
     to the rights of the Holders of the Preferred Securities pursuant to the
     terms of this Declaration, the Statutory Trust Act and the Trust Indenture
     Act; and

         (v)   be a United States Person.

     (d) The Property Trustee shall take all actions and perform such duties as
may be specifically required of the Property Trustee pursuant to the terms of
the Securities set forth in Exhibits B and C hereto.

     (e) If an Event of Default has occurred and is continuing, then the Holders
of a Majority in liquidation amount of the Preferred Securities will have,
subject to Section 3.12(c)(iv), the right to direct the time, method and place
of conducting any proceeding for any remedy available to the Property Trustee or
to direct the exercise of any trust or power conferred upon the Property Trustee
under this Declaration, including the right to direct the Property Trustee to
exercise the remedies available to it as a holder of the Debentures. If the
Property Trustee fails to enforce its rights under the Debentures, a Holder of
Preferred Securities may, to the fullest extent permitted by law, after a period
of 30 days has elapsed since such Holder's written request to the Property
Trustee to enforce such rights, institute a legal proceeding directly against
the Sponsor to enforce the Property Trustee's rights under the Debentures
without first instituting any legal proceeding against the Property Trustee or
any other Person; PROVIDED that, if an Event of Default has occurred and is
continuing and such event is attributed to the failure of the Sponsor to pay the
principal of, or any premium or interest on, the Debentures on the date such
amounts are otherwise payable (or in the case of redemption, on the redemption
date), then a Holder of Preferred Securities may directly institute a proceeding
for enforcement of payment to such Holder of such amounts on the Debentures
having a principal amount equal to the aggregate liquidation amount of the
Preferred Securities of such Holder (a "Holder Direct Action") on or after the
respective due date specified in the Debentures. In connection with such Holder
Direct Action, the Sponsor will be subrogated to the rights of such Holder of
Preferred Securities to the extent of any payment made by the Sponsor to such
Holders of Preferred Securities in such Holder Direct Action. Except as provided
in the preceding sentences, the Holders of Preferred Securities will not be able
to exercise directly any other remedy available to the Holders of the
Debentures.

     (f) All moneys deposited in the Property Account and all Debentures held by
the Property Trustee for the benefit of the Holders of the Securities will not
be subject to any right, charge, security interest, lien or claim of any kind in
favor of, or for the benefit of the Property Trustee or its agents or their
creditors.

     (g) The Property Trustee shall, within 90 days after the occurrence of a
default with respect to the Securities actually known to a Responsible Officer
of the Property Trustee, transmit by mail, first class postage prepaid, to the
holders of the Securities, as their names and addresses appear upon the
register, notice of such default with respect to the Securities known to

                                       19


the Property Trustee, unless such default shall have been cured before the
giving of such notice (the term "default" for the purposes of this Section
3.10(g) being hereby defined to be an Indenture Event of Default, not including
any periods of grace provided in the Indenture and irrespective of the giving of
any notice provided therein); PROVIDED that, except in the case of default in
the payment of the principal of, premium or interest on any of the Debentures,
the Property Trustee shall be protected in withholding such notice if and so
long as the board of directors, the executive committee or a trust committee of
directors and/or Responsible Officers of the Property Trustee in good faith
determines that the withholding of such notice is in the interests of the
Holders of the Securities. The Property Trustee shall not be deemed to have
knowledge of any default, except (i) a default in the payment of principal,
premium or interest on the Debentures or (ii) any default as to which the
Property Trustee shall have received written notice or a Responsible Officer
charged with the administration of this Declaration shall have obtained written
notice of such default.

     (h) The Property Trustee shall continue to serve as a Trustee until either:

         (i)   the Trust has been completely liquidated and the proceeds thereof
     distributed to the Holders of Securities pursuant to the terms of the
     Securities; or

         (ii)  a Successor Property Trustee has been appointed and accepted that
     appointment in accordance with Article 5.

     (i) The Property Trustee shall act as paying agent in respect of the Common
Securities and, if the Preferred Securities are not in book-entry only form, the
Preferred Securities and, subject to Section 3.08(q), may authorize one or more
Persons (each, a "Paying Agent") to pay Distributions, redemption payments or
liquidation payments on behalf of the Trust with respect to the Preferred
Securities. Any such Paying Agent shall comply with Section 317(b) of the Trust
Indenture Act. Any Paying Agent may be removed by the Property Trustee, after
consultation with the Regular Trustees, at any time and a successor Paying Agent
or additional Paying Agents may be appointed at any time by the Property
Trustee, subject to Section 3.08(q).

     (j) The Property Trustee shall give prompt written notice to the Holders of
the Securities of any notice received by it from Marathon of its election to
defer payments of interest on the Debentures by extending the interest payment
period with respect thereto.

     (k) Except as provided in this Section 3.10, the Property Trustee shall
have none of the powers or the authority of the Regular Trustees set forth in
Section 3.08.

     (l) The Property Trustee shall exercise the powers, duties and rights set
forth in this Section 3.10 and in Section 3.12 in a manner which is consistent
with the purposes and functions of the Trust set out in Section 3.05, and the
Property Trustee shall not take any action which is inconsistent with the
purposes and functions of the Trust set forth in Section 3.05.

                                       20


     SECTION 3.11   DELAWARE TRUSTEE.

     Notwithstanding any other provision of this Declaration, the Delaware
Trustee shall not be entitled to exercise any powers, nor shall the Delaware
Trustee have any of the duties and responsibilities of the Regular Trustees or
the Property Trustee described in this Declaration. The Delaware Trustee shall
be a Trustee for the sole and limited purpose of fulfilling the requirements of
Section 3807(a) of the Statutory Trust Act. No implied covenants or obligations
shall be read into this Declaration against the Delaware Trustee.

     SECTION 3.12   CERTAIN RIGHTS AND DUTIES OF THE PROPERTY TRUSTEE.

     (a) The Property Trustee, before the occurrence of an Event of Default and
after the curing or waiving of all Events of Default that may have occurred,
shall undertake to perform only such duties as are specifically set forth in
this Declaration, and no implied covenants shall be read into this Declaration
against the Property Trustee. In case an Event of Default has occurred (that has
not been cured or waived pursuant to Section 2.06), the Property Trustee shall
exercise such of the rights and powers vested in it by this Declaration, and use
the same degree of care and skill in its exercise thereof, as a prudent person
would exercise or use under the circumstances in the conduct of his own affairs.

     (b) No provision of this Declaration shall be construed to relieve the
Property Trustee from liability for its own negligent action, its own negligent
failure to act or its own willful misconduct, except that:

         (i)   prior to the occurrence of an Event of Default and after the
     curing or waiving of all such Events of Default that may have occurred:

                (A) the duties and obligations of the Property Trustee shall be
         determined solely by the express provisions of this Declaration, and
         the Property Trustee shall not be liable except for the performance of
         such duties and obligations as are specifically set forth in this
         Declaration, and no implied covenants or obligations shall be read into
         this Declaration against the Property Trustee; and

                (B) in the absence of bad faith on the part of the Property
         Trustee, the Property Trustee may conclusively rely, as to the truth of
         the statements and the correctness of the opinions expressed therein,
         upon any certificates or opinions furnished to the Property Trustee and
         conforming to the requirements of this Declaration; PROVIDED, HOWEVER,
         that in the case of any such certificates or opinions that by any
         provision hereof or the Trust Indenture Act are specifically required
         to be furnished to the Property Trustee, the Property Trustee shall be
         under a duty to examine the same to determine whether or not they
         conform to the requirements of this Declaration or the Trust Indenture
         Act, as the case may be;

         (ii)  the Property Trustee shall not be liable for any error of
     judgment made in good faith by a Responsible Officer of the Property
     Trustee, unless it shall be proved that

                                       21


     the Property Trustee was negligent in ascertaining the pertinent facts upon
     which such judgment was based;

         (iii) the Property Trustee shall not be liable with respect to any
     action taken or omitted to be taken by it in good faith in accordance with
     the direction of the Holders of not less than a Majority in liquidation
     amount of the Securities relating to the time, method and place of
     conducting any proceeding for any remedy available to the Property Trustee
     hereunder or under the Indenture, or exercising any trust or power
     conferred upon the Property Trustee under this Declaration; and

         (iv)  no provision of this Declaration shall require the Property
     Trustee to expend or risk its own funds or otherwise incur personal
     financial liability in the performance of any of its duties or in the
     exercise of any of its rights or powers, if it shall have reasonable
     grounds for believing that the repayment of such funds or liability is not
     reasonably assured to it under the terms of this Declaration or adequate
     indemnity against such risk or liability is not reasonably assured to it.

     (c) Subject to the provisions of Section 3.12(a) and (b):

         (i)   whenever in the administration of this Declaration, the Property
     Trustee shall deem it desirable that a matter be proved or established
     prior to taking, suffering or omitting any action hereunder, the Property
     Trustee (unless other evidence is herein specifically prescribed) may, in
     the absence of bad faith on its part and, if the Trust is excluded from the
     definition of Investment Company solely by means of Rule 3a-7, subject to
     the requirements of Rule 3a-7, request and rely upon an Officers'
     Certificate which, upon receipt of such request, shall be promptly
     delivered by the Sponsor or the Regular Trustees;

         (ii)  the Property Trustee (A) may consult with counsel (which may be
     counsel to the Sponsor or any of its Affiliates and may include any of its
     employees) selected by it in good faith and with due care and the written
     advice or opinion of such counsel with respect to legal matters shall be
     full and complete authorization and protection in respect of any action
     taken, suffered or omitted by it hereunder in good faith and in reliance
     thereon and in accordance with such advice and opinion and (B) shall have
     the right at any time to seek instructions concerning the administration of
     this Declaration from any court of competent jurisdiction;

         (iii) the Property Trustee may exercise any of the trusts or powers
     hereunder or perform any duties hereunder either directly or by or through
     agents or attorneys, PROVIDED that any such action (other than any
     ministerial action) executed or performed by such an agent or attorney is
     executed or performed by an agent or attorney that is a United States
     Person, and the Property Trustee shall not be responsible for any
     misconduct or negligence on the part of any agent or attorney appointed by
     it in good faith and with due care;

         (iv)  the Property Trustee shall be under no obligation to exercise
     any of the rights or powers vested in it by this Declaration at the request
     or direction of any Holder,

                                       22


     unless such Holder shall have offered to the Property Trustee security and
     indemnity reasonably satisfactory to the Property Trustee against the
     costs, expenses (including attorneys' fees and expenses) and liabilities
     that might be incurred by it in complying with such request or direction;
     PROVIDED that nothing contained in this clause (iv) shall relieve the
     Property Trustee of the obligation, upon the occurrence of an Event of
     Default (which has not been cured or waived) to exercise such of the rights
     and powers vested in it by this Declaration, and to use the same degree of
     care and skill in this exercise, as a prudent person would exercise or use
     under the circumstances in the conduct of his own affairs;

         (v)   any action taken by the Property Trustee or its agents hereunder
     shall bind the Holders of the Securities, and the signature of the Property
     Trustee or its agents alone shall be sufficient and effective to perform
     any such action; and no third party shall be required to inquire as to the
     authority of the Property Trustee to so act, or as to its compliance with
     any of the terms and provisions of this Declaration, both of which shall be
     conclusively evidenced by the Property Trustee's or its agent's taking such
     action; and

         (vi)  whenever in the administration of this Declaration the Property
     Trustee shall deem it desirable to receive instructions with respect to
     enforcing any remedy or right or taking any other action hereunder, the
     Property Trustee (A) may request instructions from the Holders of the
     Securities, which instructions only may be given by the Holders of the same
     proportion in liquidation amount of the Securities as would be entitled to
     direct the Property Trustee under this Declaration in respect of such
     remedy, right or action, (B) may refrain from enforcing such remedy or
     right or taking such other action until such instructions are received and
     (C) shall be protected in conclusively relying on or acting in accordance
     with such instructions.

     (d) The Property Trustee, in its individual or any other capacity, may
become the owner or pledgee of Preferred Securities and, subject to the
provisions of Section 5.01(c) (in the case of the Property Trustee), may
otherwise deal with the Sponsor with the same rights it would have if it were
not the Property Trustee.

     (e) Except as required by Section 3.10(c) hereof, all moneys received by
the Property Trustee shall, until used or applied as herein provided, be held in
trust for the purposes for which they were received, but need not be segregated
from other funds except to the extent required by law. The Property Trustee
shall be under no liability for interest on any moneys received by it hereunder
except such as it may agree in writing to pay thereon.

     (f) The Sponsor covenants and agrees to pay to the Property Trustee from
time to time, and the Property Trustee shall be entitled to, such compensation
as the Sponsor and the Property Trustee shall from time to time agree in writing
(which shall not be limited by any provision of law in regard to the
compensation of a Property Trustee of an express trust) for all services
rendered by it in the execution of the trusts hereby created and in the exercise
and performance of any of the powers and duties hereunder of the Property
Trustee, and the Sponsor will pay or reimburse the Property Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or made
by the Property Trustee in accordance with any of

                                       23


the provisions of this Declaration (including the reasonable compensation and
the reasonable expenses and disbursements of its counsel and of all persons not
regularly in its employ) except any such expense, disbursement or advance as may
arise from its negligence or bad faith. The Sponsor also covenants to indemnify
each of the Property Trustee or any predecessor Property Trustee and their
officers, agents, directors and employees for, and to hold them harmless
against, any and all loss, liability, damage, claim or expense including taxes
(other than taxes based upon, measured by or determined by the income, profit or
franchise of or doing business by the Property Trustee) incurred without
negligence or bad faith on the part of the Property Trustee and arising out of
or in connection with the acceptance or administration of this trust, including
the reasonable costs and expenses of defending itself against any claim (whether
asserted by the Sponsor, any Holder or any other Person) of liability in the
premises. The provisions of this subpart (f) of this Section 3.12 shall survive
the termination of this Declaration and resignation or removal of the Property
Trustee. The obligations of the Sponsor under this subpart (f) of this Section
3.12 to compensate and indemnify the Property Trustee and to pay or reimburse
the Property Trustee for expenses, disbursements and advances shall constitute
additional indebtedness of the Sponsor.

     (g) Except as otherwise provided in this Section 3.12, whenever in the
administration of the provisions of this Declaration the Property Trustee shall
deem it necessary or desirable that a matter be proved or established prior to
taking or suffering or omitting to take any action hereunder, such matter
(unless other evidence in respect thereof be herein specifically prescribed)
may, in the absence of negligence or bad faith on the part of the Property
Trustee, be deemed to be conclusively proved and established by an Officers'
Certificate delivered to the Property Trustee and such certificate, in the
absence of negligence or bad faith on the part of the Property Trustee, shall be
full warrant to the Property Trustee for any action taken, suffered or omitted
to be taken by it under the provisions of this Declaration upon the faith
thereof.

     (h) Whether or not expressly stated, every provision of this Declaration
pertaining to the Property Trustee shall be subject to this Section 3.12.

     SECTION 3.13   REGISTRATION STATEMENT AND RELATED MATTERS.

     Marathon, as the sponsor of the Trust, was and is authorized (i) to file
with the Commission and execute, in each case on behalf of the Trust, (a) the
Registration Statement on Form S-3 (Registration Nos. 333-________,
333-________-01 and 333-________-02) (the "1933 Act Registration Statement"),
including any pre-effective or post-effective amendments to such Registration
Statement (including any preliminary prospectus, prospectus or prospectus
supplement, and any exhibits thereto), relating to the registration under the
Securities Act of the Preferred Securities and certain other securities of the
Sponsor and (b) if Marathon shall deem it desirable, a Registration Statement on
Form 8-A (the "1934 Act Registration Statement") (including all pre-effective
and post-effective amendments thereto) relating to the registration of the
Preferred Securities under Section 12 of the Exchange Act; (ii) if Marathon
shall deem it desirable, to prepare and file with the New York Stock Exchange,
Inc. or any other exchange (each, an "Exchange") or the National Association of
Securities Dealers, Inc. (the "NASD") and execute on behalf of the Trust a
listing application or applications and all other applications, statements,
certificates, agreements and other instruments as shall be necessary or
desirable to

                                       24


cause the Preferred Securities to be listed on any such Exchange or the NASD's
Nasdaq National Market (the "Nasdaq"); (iii) to prepare and file and execute on
behalf of the Trust such applications, reports, surety bonds, irrevocable
consents, appointments of attorney for service of process and other papers and
documents as Marathon, on behalf of the Trust, may deem necessary or desirable
to register the Preferred Securities under the securities or "Blue Sky" laws of
such jurisdictions as Marathon on behalf of the Trust, may deem necessary or
desirable; (iv) to negotiate the terms of and execute, or to cause the Regular
Trustees to execute, on behalf of the Trust the Underwriting Agreement; and (v)
to execute and deliver, or to cause the Regular Trustees to execute and deliver,
on behalf of the Trust letters or documents to, or instruments for filing with,
the Clearing Agency relating to the Preferred Securities, including the
Depositary Agreement. In the event that any filing referred to in clauses
(i)-(iii) above is required by the rules and regulations of the Commission, any
Exchange, the Nasdaq, the NASD or any state securities or blue sky laws, to be
executed on behalf of the Trust by the Trustees, the Regular Trustees, in their
capacities as Trustees of the Trust, and Marathon are hereby authorized to join
in any such filing and to execute on behalf of the Trust any and all of the
foregoing. In connection with all of the foregoing, Marathon and each Regular
Trustee, solely in its capacity as Trustee of the Trust, have constituted and
appointed, and hereby confirm the appointment of, John T. Mills, Paul C.
Reinbolt and Albert G. Adkins and each of them, as his, her or its, as the case
may be, true and lawful attorneys-in-fact, and agents, with full power of
substitution and resubstitution, for Marathon or such Trustee or in Marathon's
or such Trustee's name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to the 1933 Act
Registration Statement and the 1934 Act Registration Statement and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Commission, granting unto said attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as Marathon or such Trustee might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof. Notwithstanding anything in this Section 3.13 to
the contrary, no Foreign Person (acting in its capacity as attorney-in-fact or
agent of any Foreign Person) shall be authorized to take or perform any action
on behalf of the Trust pursuant to this Section 3.13 at any time on or after the
Closing Date.

     SECTION 3.14   FILING OF AMENDMENTS TO CERTIFICATE OF TRUST.

     The Certificate of Trust as filed with the Secretary of State of the State
of Delaware on ____________, 200__ is attached hereto as Exhibit A. On or after
the date of execution of this Declaration, the Regular Trustees shall cause the
filing with the Secretary of State of the State of Delaware of such amendments
and/or restatements, if any, to the Certificate of Trust as the Regular Trustees
shall deem necessary or desirable.

     SECTION 3.15   EXECUTION OF DOCUMENTS BY THE REGULAR TRUSTEES.

     Except as otherwise required by the Statutory Trust Act with respect to the
Certificate of Trust or otherwise and except as provided in Sections 7.01(c) and
9.08, any Regular Trustee, or if there is only one, such Regular Trustee is
authorized to execute, deliver and file on behalf of

                                       25


the Trust any documents (including amendments and/or restatements of the
Certificate of Trust and the certificate of cancellation contemplated by Section
8.01) which the Regular Trustees have the power and authority to execute,
deliver or file pursuant to this Declaration.

     SECTION 3.16   TRUSTEES NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF
                    SECURITIES.

     The recitals contained in this Declaration and the Securities shall be
taken as the statements of the Sponsor, and the Trustees do not assume any
responsibility for their correctness. The Trustees make no representations as to
the value or condition of the property of the Trust or any part thereof. The
Trustees make no representations as to the validity or sufficiency of this
Declaration or the Securities.

     SECTION 3.17   DURATION OF THE TRUST. The Trust, absent dissolution
pursuant to the provisions of Article 8 hereof, shall continue without
dissolution until ____________, 20___.

     SECTION 3.18   MERGERS.

     (a) The Trust may not merge with or into, convert into, consolidate,
amalgamate, or be replaced by, or convey, transfer or lease its properties and
assets substantially as an entirety to any Person, except as described in
Section 3.18(b) and (c) of this Declaration.

     (b) The Trust may, at the request of the Sponsor, with the consent of the
Regular Trustees or, if there are more than two, a majority of the Regular
Trustees and without the consent of the Holders, the Delaware Trustee or the
Property Trustee, as permitted by Delaware law, merge with or into, convert
into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease
its properties and assets as an entirety or substantially as an entirety to, a
trust organized as such under the laws of any State; PROVIDED that:

         (i)   such successor entity (the "Successor Entity") either:

               (A)  expressly assumes all of the obligations of the Trust under
         the Securities and this Declaration; or

               (B)  substitutes for the Securities other securities having
         substantially the same terms as the Securities (the "Successor
         Securities") so long as the Successor Securities rank the same as the
         Securities rank with respect to Distributions and payments upon
         liquidation, redemption and otherwise;

         (ii)  the Sponsor expressly appoints a trustee of the Successor Entity
     that possesses the same powers and duties as the Property Trustee as the
     holder of the Debentures;

         (iii) the Successor Securities are listed, or any Successor Securities
     will be listed upon notification of issuance, on any national securities
     exchange or with another organization in which the Preferred Securities are
     then listed or quoted, if any;

                                       26


         (iv)  if the Preferred Securities (including any Successor Securities)
     are rated by any nationally recognized statistical rating organization
     prior to such transaction, such merger, conversion, consolidation,
     amalgamation, replacement, conveyance, transfer or lease does not cause the
     Preferred Securities (including any Successor Securities), or if the
     Debentures are so rated, the Debentures, to be downgraded by any nationally
     recognized statistical rating organization;

         (v)   such merger, conversion, consolidation, amalgamation,
     replacement, conveyance, transfer or lease does not adversely affect the
     rights, preferences and privileges of the Holders (including the holders of
     any Successor Securities) in any material respect (other than with respect
     to any dilution of such Holders' interests in the new entity);

         (vi)  such Successor Entity has purposes substantially identical to
     those of the Trust;

         (vii) prior to such merger, conversion, consolidation, amalgamation,
     replacement, conveyance, transfer or lease, the Sponsor has received an
     Opinion of Counsel experienced in such matters that:

               (A)  such merger, conversion, consolidation, amalgamation,
         replacement, conveyance, transfer or lease does not adversely affect
         the rights, preferences and privileges of the Holders (including the
         holders of any Successor Securities) in any material respect (other
         than with respect to any dilution of the Holders' interest in the new
         entity);

               (B)  following such merger, conversion, consolidation,
         amalgamation, replacement, conveyance, transfer or lease, neither the
         Trust nor the Successor Entity will be required to register as an
         Investment Company under the Investment Company Act; and

               (C)  following such merger, conversion, consolidation,
         amalgamation, replacement, conveyance, transfer or lease, the Trust (or
         the Successor Entity) will continue to be classified as a grantor trust
         for U.S. federal income tax purposes;

         (viii) the Sponsor or any permitted successor or assignee of the
     Sponsor owns all of the common securities of such Successor Entity and
     guarantees the obligations of such Successor Entity under the Successor
     Securities at least to the extent provided by the Preferred Securities
     Guarantee; and

         (ix)  there shall have been furnished to the Property Trustee an
     Officers' Certificate and an Opinion of Counsel, each to the effect that
     all conditions precedent in this Declaration to such transaction have been
     satisfied.

     (c) Notwithstanding Section 3.18(b), the Trust shall not, except with the
consent of Holders of 100% in liquidation amount of the Securities, consolidate,
amalgamate, merge with or

                                       27


into, convert into, or be replaced by, or convey, transfer or lease its
properties and assets as an entirety or substantially as an entirety to, any
other Person or permit any other Person to consolidate, amalgamate, merge with
or into, or replace it if such consolidation, amalgamation, merger, conversion,
replacement, conveyance, transfer or lease would cause the Trust or the
Successor Entity not to be classified as a grantor trust for U.S. federal income
tax purposes or would cause the Holders of the Securities not to be treated as
owning an undivided interest in the Debentures.

     SECTION 3.19   PROPERTY TRUSTEE MAY FILE PROOFS OF CLAIM.

     In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
similar judicial proceeding relative to the Trust or any other obligor upon the
Securities or the property of the Trust or of such other obligor or their
creditors, the Property Trustee (irrespective of whether any Distributions on
the Securities shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Property Trustee shall
have made any demand on the Trust for the payment of any past due Distributions)
shall be entitled and empowered, to the fullest extent permitted by law, by
intervention in such proceeding or otherwise:

     (a) to file and prove a claim for the whole amount of any Distributions
owing and unpaid in respect of the Securities (or, if the Securities are
original issue discount Securities, such portion of the liquidation amount as
may be specified in the terms of such Securities) and to file such other papers
or documents as may be necessary or advisable in order to have the claims of the
Property Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Property Trustee, its agents and counsel) and
of the Holders allowed in such judicial proceeding, and

     (b) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Property Trustee and, in the event the
Property Trustee shall consent to the making of such payments directly to the
Holders to pay to the Property Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Property Trustee, its
agents and counsel, and any other amounts due the Property Trustee.

     Nothing herein contained shall be deemed to authorize the Property Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization, arrangement, adjustment or compensation affecting the
Securities or the rights of any Holder thereof to authorize the Property Trustee
to vote in respect of the claim of any Holder in any such proceeding.

                                       28


                                    ARTICLE 4
                                     SPONSOR

     SECTION 4.01   PURCHASE OF COMMON SECURITIES BY THE SPONSOR.

     On the Closing Date, the Sponsor will purchase all of the Common Securities
issued by the Trust at the same time as the Preferred Securities to be issued on
such date are issued.

     SECTION 4.02   EXPENSES.

     (a) In connection with the purchase of the Debentures by the Trust, the
Sponsor, in its capacity as Sponsor, shall be responsible for and shall pay for
all debts and obligations (other than with respect to the Securities) and all
current and future costs and expenses of the Trust (including, but not limited
to, costs and expenses relating to the organization of the Trust, the issuance
of the Preferred Securities to initial purchasers thereof (including any
commissions payable to such purchasers), the fees and expenses (including
reasonable counsel fees and expenses) of the Trustees (including any amounts
payable under Article 10), the costs and expenses relating to the operation of
the Trust, including, without limitation, costs and expenses of accountants,
attorneys, statistical or bookkeeping services, expenses for printing and
engraving and computing or accounting equipment, paying agent(s), registrar(s),
transfer agent(s), duplicating, travel and telephone and other
telecommunications expenses and costs and expenses incurred in connection with
the acquisition and disposition of Trust assets).

     (b) In connection with the purchase of the Debentures by the Trust, the
Sponsor, in its capacity as Sponsor, shall pay any and all taxes (other than
United States withholding taxes attributable to the Trust or its assets) of the
Trust and all liabilities, costs and expenses of the Trust with respect to such
taxes.

     (c) The Sponsor's obligations under this Section 4.02 shall be for the
benefit of, and shall be enforceable by, any Person to whom any such debts,
obligations, costs, expenses and taxes are owed (a "Creditor") whether or not
such Creditor has received notice hereof. Any such Creditor may enforce the
Sponsor's obligations under this Section 4.02 directly against the Sponsor and
the Sponsor irrevocably waives any right or remedy to require that any such
Creditor take any action against the Trust or any other Person before proceeding
against the Sponsor.

     (d) The Sponsor shall be subrogated to all (if any) rights of the Trust in
respect of any amounts paid to any Creditor by the Sponsor under this Section
4.02.

                                       29


     SECTION 4.03   HOLDER OF THE COMMON SECURITIES.

     Each Holder of the Common Securities shall at all times hold the Common
Securities in its individual capacity on its own behalf and shall not, in its
capacity as Holder of the Common Securities, be under (or subject to) the
control or direction of any Foreign Person (pursuant to a contractual
arrangement or otherwise), other than by virtue of such Foreign Person's direct
or indirect stock ownership, if any, of the Holder of the Common Securities.
Notwithstanding anything in this Declaration to the contrary, each Holder of the
Common Securities shall at all times be a United States Person and shall be
authorized to give any direction hereunder with respect to the Trust as shall be
necessary for the Trust not to be considered a foreign trust for U.S. federal
income tax purposes.

                                    ARTICLE 5
                                    TRUSTEES

     SECTION 5.01   NUMBER OF TRUSTEES; QUALIFICATIONS.

     (a) The number of Trustees initially shall be five (5). Subject to Section
5.02(a), at any time and without cause (i) before the issuance of the
Securities, the Sponsor may, by written instrument, increase or decrease the
number of, and appoint, remove and replace, the Trustees, and (ii) after the
issuance of the Securities the number of Trustees may be increased or decreased
solely by, and Trustees may be appointed, removed or replaced solely by, vote of
Holders of Common Securities representing a Majority in liquidation amount of
the Common Securities voting as a class; PROVIDED that in any case:

                    (1) the number of Trustees shall be at least five (5) unless
               the Trustee that acts as the Property Trustee also acts as the
               Delaware Trustee, in which case the number of Trustees shall be
               at least four (4);

                    (2) at least a majority of the Trustees shall at all times
               be officers, directors or employees of Marathon;

                    (3) if required by the Statutory Trust Act, one Trustee (the
               "Delaware Trustee") shall be either a natural person who is a
               resident of the State of Delaware or, if not a natural person, an
               entity which has its principal place of business in the State of
               Delaware and otherwise is permitted to act as a Trustee hereunder
               under the laws of the State of Delaware, except that if the
               Property Trustee has its principal place of business in the State
               of Delaware and otherwise is permitted to act as a Trustee
               hereunder under the laws of the State of Delaware, then the
               Property Trustee shall also be the Delaware Trustee and Section
               3.11 shall have no application;

                    (4) there shall at all times be a Property Trustee hereunder
               which shall satisfy the requirements of Section 5.01(c);

                    (5) each Trustee shall be a United States Person; and

                                       30


                    (6) each Trustee shall at all times act as Trustee in its
               individual capacity on its own behalf and will not at any time,
               in its capacity as Trustee, be under (or subject to) the control
               or direction of any Foreign Person (pursuant to a contractual
               arrangement or otherwise).

Each Trustee shall be either a natural person at least 21 years of age or a
legal entity which shall act through one or more duly appointed representatives.

     (b) The initial Regular Trustees shall be:

               John T. Mills, Paul C. Reinbolt and Rick J. Tobias
               c/o Marathon Oil Corporation
               5555 San Felipe Road
               Houston, Texas  77056-2723

     (c) There shall at all times be one Trustee which shall act as the
Property Trustee. In order to act as the Property Trustee hereunder, such
Trustee shall:

         (i)   not be an Affiliate of the Sponsor;

         (ii)  be a corporation or national banking association that is a
     United States Person organized and doing business under the laws of the
     United States of America or any State or Territory thereof or of the
     District of Columbia, or a corporation, national banking association or
     Person that is a United States Person permitted by the Commission to act as
     an institutional trustee under the Trust Indenture Act, authorized under
     such laws to exercise corporate trust powers, having a combined capital and
     surplus of at least $50,000,000, and subject to supervision or examination
     by U.S. federal, state, territorial or District of Columbia authority. If
     such corporation or national banking association publishes reports of
     condition at least annually, pursuant to law or to the requirements of the
     supervising or examining authority referred to above, then for the purposes
     of this Section 5.01(c)(ii), the combined capital and surplus of such
     corporation shall be deemed to be its combined capital and surplus as set
     forth in its most recent report of condition so published; and

         (iii) if the Trust is excluded from the definition of an Investment
     Company solely by reason of Rule 3a-7 and to the extent Rule 3a-7 requires
     a trustee having certain qualifications to hold title to the "eligible
     assets" (as defined in Rule 3a-7) of the Trust, the Property Trustee shall
     possess those qualifications.

     If at any time the Property Trustee shall cease to satisfy the requirements
of clauses (i)-(iii) above, the Property Trustee shall immediately resign in the
manner and with the effect set out in Section 5.02(c). If the Property Trustee
has or shall acquire any "conflicting interest" within the meaning of Section
310(b) of the Trust Indenture Act, the Property Trustee and the Holders of the
Common Securities (as if such Holders were the obligor referred to in Section
310(b) of the Trust Indenture Act) shall in all respects comply with the
provisions of Section 310(b) of the Trust Indenture Act. The Preferred
Securities Guarantee and the Indenture shall be deemed to be

                                       31


specifically described in this Declaration for the purposes of clause (i) of the
first proviso contained in Section 310(b) of the Trust Indenture Act.

     The initial Trustee which shall serve as the Property Trustee is The Bank
of New York, a New York banking corporation, whose address is as set forth in
Section 14.01(b).

     (d) The initial Trustee which shall serve as the Delaware Trustee is The
Bank of New York (Delaware), a Delaware banking corporation, whose address is as
set forth in Section 14.01(c).

     (e) Any action taken by the Holders of Common Securities pursuant to this
Article 5 shall be taken at a meeting of the Holders of Common Securities
convened for such purpose or by written consent, without a meeting and without
prior notice, as provided in Section 12.02.

     (f) No amendment may be made to this Section 5.01 which would change any
rights with respect to the number, existence or appointment and removal of
Trustees, except with the consent of each Holder of Common Securities.

     SECTION 5.02   APPOINTMENT, REMOVAL AND RESIGNATION OF THE TRUSTEES.

     (a) (i)  The Trustee that acts as the Property Trustee shall not be
removed in accordance with Section 5.01(a) until a successor Trustee possessing
the qualifications to act as the Property Trustee under Section 5.01(c) (a
"Successor Property Trustee") has been appointed and has accepted such
appointment by written instrument executed by such Successor Property Trustee
and delivered to the Regular Trustees, the Sponsor and the Property Trustee
being removed; and

         (ii)  the Trustee that acts as the Delaware Trustee shall not be
     removed in accordance with Section 5.01(a) until a successor Trustee
     possessing the qualifications to act as the Delaware Trustee under Section
     5.01(a)(3) (a "Successor Delaware Trustee") has been appointed and has
     accepted such appointment by written instrument executed by such Successor
     Delaware Trustee and delivered to the Regular Trustees, the Sponsor and the
     Delaware Trustee being removed.

     (b) A Trustee appointed to office shall hold such office until his
successor shall have been appointed or until his death, removal or resignation.

     (c) Any Trustee may resign from office (without need for prior or
subsequent accounting) by an instrument (a "Resignation Request") in writing
signed by such Trustee and delivered to the Sponsor and the Trust, which
resignation shall take effect upon such delivery or upon such later date as is
specified therein; PROVIDED, HOWEVER, that:

         (i)   no such resignation of the Trustee that acts as the Property
     Trustee shall be effective until:

               (A)  a Successor Property Trustee has been appointed and has
          accepted such appointment by instrument executed by such Successor
          Property Trustee and

                                       32


         delivered to the Regular Trustees, the Sponsor and the resigning
         Property Trustee; or

               (B) if the Trust is excluded from the definition of an Investment
          Company solely by reason of Rule 3a-7, until the assets of the Trust
          have been completely liquidated and the proceeds thereof distributed
          to the Holders of the Securities; and

         (ii)  no such resignation of the Trustee that acts as the Delaware
     Trustee shall be effective until a Successor Delaware Trustee has been
     appointed and has accepted such appointment by instrument executed by such
     Successor Delaware Trustee and delivered to the Regular Trustees, the
     Sponsor and the resigning Delaware Trustee.

     (d) If no Successor Property Trustee or Successor Delaware Trustee shall
have been appointed and accepted appointment as provided in Section 5.01 and
this Section 5.02 within 60 days after delivery of a notice of removal or a
Resignation Request, the Property Trustee or Delaware Trustee being removed or
resigning, as the case may be, may, at the Sponsor's expense, petition any
court of competent jurisdiction for appointment of a Successor Property
Trustee or Successor Delaware Trustee, as the case may be. Such court may
thereupon after prescribing such notice, if any, as it may deem proper and
prescribe, appoint a Successor Property Trustee or Successor Delaware Trustee,
as the case may be.

     SECTION 5.03   VACANCIES AMONG THE TRUSTEES.

     If a Trustee ceases to hold office for any reason and the number of
Trustees is not reduced pursuant to Section 5.01 or if the number of Trustees is
increased pursuant to Section 5.01, a vacancy shall occur. A resolution
certifying the existence of such vacancy by a majority of the Regular Trustees
shall be conclusive evidence of the existence of such vacancy. The vacancy shall
be filled with a Trustee appointed in accordance with the requirements of this
Article 5.

     SECTION 5.04   EFFECT OF VACANCIES.

     The death, resignation, retirement, removal, bankruptcy, dissolution,
liquidation, incompetence or incapacity to perform the duties of a Trustee, or
any one of them, shall not operate to dissolve, terminate or annul the Trust.
Whenever a vacancy in the number of Regular Trustees shall occur, until such
vacancy is filled as provided in this Article 5, the Regular Trustees in office,
regardless of their number, shall have all the powers granted to the Regular
Trustees and shall discharge all the duties imposed upon the Regular Trustees by
this Declaration.

     SECTION 5.05   MEETINGS.

     Meetings of the Regular Trustees shall be held from time to time upon the
call of any Regular Trustee. Regular meetings of the Regular Trustees may be
held at a time and place fixed by resolution of the Regular Trustees. Notice of
any in-person meeting of the Regular Trustees shall be hand delivered or
otherwise delivered in writing (including by facsimile, with a hard

                                       33


copy by overnight courier) not less than 48 hours before such meeting. Notice of
any telephonic meeting of the Regular Trustees or any committee thereof shall be
hand delivered or otherwise delivered in writing (including by facsimile, with a
hard copy by overnight courier) not less than 24 hours before such meeting.
Notices shall contain a brief statement of the time, place and anticipated
purposes of the meeting. The presence (whether in person or by telephone) of a
Regular Trustee at a meeting shall constitute a waiver of notice of such meeting
except where a Regular Trustee attends a meeting for the express purpose of
objecting to the transaction of any activity on the ground that the meeting has
not been lawfully called or convened. Unless otherwise provided in this
Declaration, any action of the Regular Trustees may be taken at a meeting by
vote of a majority of the Regular Trustees present (whether in person or by
telephone) and eligible to vote with respect to such matter, provided that a
Quorum is present, or without a meeting and without prior notice by the
unanimous written consent of the Regular Trustees.

     SECTION 5.06   DELEGATION OF POWER.

     (a) Any Regular Trustee may, by power of attorney consistent with
applicable law, delegate to any other natural person over the age of 21 that is
a United States Person his or her power for the purpose of executing any
registration statement or amendment thereto or other document or schedule filed
with the Commission or making any other governmental filing (including, without
limitation, the filings referred to in Section 3.13).

     (b) The Regular Trustees shall have power to delegate from time to time to
such of their number or to officers of the Trust the doing of such things and
the execution of such instruments either in the name of the Trust or the names
of the Regular Trustees or otherwise as the Regular Trustees may deem expedient,
to the extent such delegation is not prohibited by applicable law or contrary to
the provisions of the Trust, as set forth in this Declaration.

     SECTION 5.07   MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

     Any Person into which the Property Trustee or the Delaware Trustee or any
Regular Trustee that is not a natural person, as the case may be, may be merged
or converted or with which it may be consolidated, or any Person resulting from
any merger, conversion or consolidation to which the Property Trustee or the
Delaware Trustee or the Regular Trustees, as the case may be, shall be a party,
or any Person succeeding to all or substantially all of the corporate trust
business of the Property Trustee or the Delaware Trustee or any Regular Trustee,
as the case may be, shall be the successor of the Property Trustee or the
Delaware Trustee or that Regular Trustee, as the case may be, hereunder,
PROVIDED that such Person shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto.

                                       34


                                    ARTICLE 6
                                  DISTRIBUTIONS

     SECTION 6.01   DISTRIBUTIONS.

     Holders shall receive periodic distributions, redemption payments and
liquidation distributions and other payments in accordance with the applicable
terms of the relevant Holder's Securities as set forth in Exhibits B and C
hereto ("Distributions"). If and to the extent that Marathon makes a payment of
principal of, any premium or interest on or any [Additional Interest] and/or
[Compounded Interest] (as defined in the Indenture) on the Debentures held by
the Property Trustee (the amount of any such payment being a "Payment Amount"),
the Property Trustee shall and is directed, to the extent funds are available
for that purpose, to promptly make a Distribution of the Payment Amount to
Holders in accordance with the terms of the Securities as set forth in Exhibits
B and C hereto. The record dates and payment dates for Distributions shall be
the same as the record dates and payment dates for the Debentures held by the
Property Trustee.

                                    ARTICLE 7
                           ISSUANCE OF THE SECURITIES

     SECTION 7.01   GENERAL PROVISIONS REGARDING THE SECURITIES.

     (a) The Regular Trustees shall issue the Securities on behalf of that
Trust in fully registered form representing undivided beneficial interests in
the assets of the Trust in accordance with Section 7.01(b) and for the
consideration specified in Section 3.03.

     (b) The Regular Trustees shall issue on behalf of the Trust (i) one class
of preferred securities representing preferred undivided beneficial interests in
the assets of the Trust having such terms as are set forth in Exhibit B hereto
(the "Preferred Securities"), which terms are incorporated by reference in, and
made a part of, this Declaration as if specifically set forth herein, and (ii)
one class of common securities representing common undivided beneficial
interests in the assets of the Trust having such terms as are set forth in
Exhibit C hereto (the "Common Securities"), which terms are incorporated by
reference in, and made a part of, this Declaration as if specifically set forth
herein. The Trust shall have no securities or other interests in the assets of
the Trust other than the Preferred Securities and the Common Securities.

     (c) The Certificates shall be signed on behalf of the Trust by the Regular
Trustees (or if there are more than two Regular Trustees by any two of the
Regular Trustees). Such signatures may be the manual or facsimile signatures of
the present or any future Regular Trustee. Typographical and other minor errors
or defects in any such reproduction of any such signature shall not affect the
validity of any Certificate. In case any Regular Trustee who shall have signed
any of the Certificates shall cease to be such Regular Trustee before the
Certificate so signed shall be delivered by the Trust, such Certificate
nevertheless may be delivered as though the person who signed such Certificate
had not ceased to be such Regular Trustee; and any Certificate may be signed on
behalf of the Trust by such persons as, at the actual date of the execution of
such Certificate, shall be the Regular Trustees, although at the date of the
execution and delivery of this Declaration any such person was not a Regular
Trustee. Certificates shall be

                                       35


typewritten, printed, lithographed or engraved or may be produced in any other
manner as is reasonably acceptable to the Regular Trustees, as evidenced by
their execution thereof, and may have such letters, numbers or other marks of
identification or designation and such legends or endorsements as the Regular
Trustees may deem appropriate, or as may be required to comply with any
applicable law or with any rule or regulation made pursuant thereto or with any
rule or regulation of any stock exchange or automated quotation system on which
Securities may be listed or traded, or with any rule or regulation of the
Clearing Agency, or to conform to usage. Pending the preparation of definitive
Certificates, the Regular Trustees on behalf of the Trust may execute temporary
Certificates (printed, lithographed or typewritten), in substantially the form
of the definitive Certificates in lieu of which they are issued, but with such
omissions, insertions and variations as may be appropriate for temporary
Certificates, all as may be determined by the Regular Trustees. Each temporary
Certificate shall be executed by the Regular Trustees (or, if there are more
than two Regular Trustees, by any two of the Regular Trustees) on behalf of the
Trust upon the same conditions and in substantially the same manner, and with
like effect, as definitive Certificates. Without unnecessary delay, the Regular
Trustees on behalf of the Trust will execute and furnish definitive Certificates
and thereupon any or all temporary Certificates may be surrendered to the
transfer agent and registrar in exchange therefor (without charge to the
Holders). Each Preferred Security Certificate whether in temporary or definitive
form shall be countersigned, upon receipt of a written order of the Trust signed
by one Regular Trustee, by the manual signature of an authorized signatory of
the Person acting as registrar and transfer agent for the Preferred Securities,
which shall initially be the Property Trustee.

     (d) The consideration received by the Trust for the issuance of the
Securities shall constitute a contribution to the capital of the Trust and shall
not constitute a loan to the Trust.

     (e) Upon issuance of the Securities as provided in this Declaration, the
Securities so issued shall be deemed to be validly issued, fully paid and
non-assessable.

     (f) Every Person, by virtue of having become a Holder or a Preferred
Security Beneficial Owner in accordance with the terms of this Declaration,
shall be deemed to have expressly assented and agreed to the terms of, and shall
be bound by this Declaration.

     (g) Upon issuance of the Securities as provided in this Declaration, the
Regular Trustees on behalf of the Trust shall return to Marathon the $10
constituting initial trust assets as set forth in the Original Declaration.

                                    ARTICLE 8
                            DISSOLUTION OF THE TRUST

     SECTION 8.01   DISSOLUTION OF THE TRUST.

     The Trust shall dissolve:

         (i)   when all of the Securities shall have been called for redemption
     and the amounts necessary for redemption thereof shall have been paid to
     the Holders of the Securities in accordance with the terms of the
     Securities; or

                                       36


         (ii)  when all of the Debentures shall have been distributed to the
     Holders of the Securities in exchange for all of the Securities in
     accordance with the terms of the Securities; or

         (iii) upon the expiration of the term of the Trust as set forth in
     Section 3.17; or

         (iv)  upon a decree of judicial dissolution of the Trust.

     Upon dissolution and the completion of the winding up of the affairs of the
Trust, the Trust and this Declaration shall terminate when a certificate of
cancellation is filed by the Regular Trustees (without the need for execution
thereof by any other Trustee) with the Secretary of State of the State of
Delaware. The Regular Trustees shall so file such a certificate as soon as
practicable after the occurrence of an event referred to in this Section 8.01.

     The provisions of Sections 3.12 and 4.02 and Article 10 shall survive the
dissolution and termination of the Trust and this Declaration.

                                    ARTICLE 9
                              TRANSFER OF INTERESTS

     SECTION 9.01   TRANSFER OF SECURITIES.

     (a) Securities may only be transferred, in whole or in part, in accordance
with the terms and conditions set forth in this Declaration and in the terms of
the Securities. To the fullest extent permitted by applicable law, any transfer
or purported transfer of any Security not made in accordance with this
Declaration shall be null and void.

     (b) Subject to this Article 9, Preferred Securities shall be freely
transferable.

     (c) The Holder of the Common Securities may not transfer the Common
Securities except (a) in connection with transactions permitted under Section
8.01 of the Indenture, or (b) to the Sponsor or an Affiliate thereof in
compliance with applicable law (including the Securities Act and applicable
state securities and blue sky laws); PROVIDED, HOWEVER, that the Holder of the
Common Securities shall at all times be a United States Person. To the fullest
extent permitted by applicable law, any attempted transfer of the Common
Securities other than as set forth in this Section 9.01(c) shall be null and
void.

     SECTION 9.02   TRANSFER OF CERTIFICATES.

     The Regular Trustees shall provide for the registration of Certificates and
of any transfer of Certificates, which will be effected without charge but only
upon payment (with such indemnity as the Regular Trustees and the transfer agent
and registrar may require) in respect of any tax or other government charges
which may be imposed in relation to such transfer. Upon surrender for
registration of transfer of any Certificate, the Regular Trustees shall cause
one or more new Certificates to be issued therefor. Every Certificate
surrendered for registration of transfer shall be accompanied by a written
instrument of transfer in form satisfactory to the Regular Trustees and the
transfer agent and registrar duly executed by the Holder or such

                                       37


Holder's attorney duly authorized in writing. Each Certificate surrendered for
registration of transfer shall be canceled or caused to be canceled by the
Regular Trustees. A transferee of a Certificate shall be entitled to the rights
and subject to the obligations of a Holder hereunder upon the receipt by such
transferee of a Certificate. By acceptance of a Certificate, each transferee
shall be deemed to have agreed to be bound by this Declaration.

     SECTION 9.03   DEEMED SECURITY HOLDERS.

     The Trustees may treat the Person in whose name any Certificate shall be
registered on the books and records of the Trust as the sole holder of such
Certificate and of the Securities represented by such Certificate for purposes
of receiving Distributions and for all other purposes whatsoever and,
accordingly, shall not be bound to recognize any equitable or other claim to or
interest in such Certificate or in the Securities represented by such
Certificate on the part of any Person, whether or not the Trustees shall have
actual or other notice thereof.

     SECTION 9.04   BOOK-ENTRY INTERESTS.

     Unless otherwise specified in the terms of the Preferred Securities, the
Preferred Security Certificates, on original issuance [(including Preferred
Securities, if any, issued pursuant to the exercise of any Over-allotment
Option)], will be issued in the form of one or more, fully registered, global
Preferred Security Certificates (each a "Global Certificate"), to be delivered
to DTC, the initial Clearing Agency, by, or on behalf of, the Trust. Such Global
Certificates shall initially be registered on the books and records of the Trust
in the name of Cede & Co., the nominee of DTC, and no Preferred Security
Beneficial Owner will receive a definitive Preferred Security Certificate
representing such Preferred Security Beneficial Owner's interests in such Global
Certificates, except as provided in Section 9.07. Unless and until definitive,
fully registered Preferred Security Certificates (the "Definitive Preferred
Security Certificates") have been issued to the Preferred Security Beneficial
Owners pursuant to Section 9.07:

     (a) the provisions of this Section 9.04 shall be in full force and effect;

     (b) the Trust and the Trustees shall be entitled to deal with the Clearing
Agency for all purposes of this Declaration (including the payment of
Distributions on the Global Certificates and receiving approvals, votes or
consents hereunder) as the Holder of the Preferred Securities and the sole
holder of the Global Certificates and, except as set forth herein in Section
9.07 or in Rule 3a-7 (if the Trust is excluded from the definition of an
Investment Company solely by reason of Rule 3a-7) with respect to the Property
Trustee, shall have no obligation to the Preferred Security Beneficial Owners;

     (c) to the extent that the provisions of this Section 9.04 conflict with
any other provisions of this Declaration, the provisions of this Section 9.04
shall control; and

     (d) the rights of the Preferred Security Beneficial Owners shall be
exercised only through the Clearing Agency and shall be limited to those
established by applicable law and agreements between such Preferred Security
Beneficial Owners and the Clearing Agency and/or the Clearing Agency
Participants. DTC will make book-entry transfers among the Clearing Agency
Participants and receive and transmit payments of Distributions on the Global

                                       38


Certificates to such Clearing Agency Participants, PROVIDED that, solely for the
purposes of determining whether the Holders of the requisite amount of Preferred
Securities have voted on any matter provided for in this Declaration, so long as
definitive Preferred Security Certificates have not been issued (pursuant to
Section 9.07 hereof), the Trustees may conclusively rely on, and shall be
protected in relying on, any written instrument (including a proxy) delivered to
the Trustees by the Clearing Agency setting forth the Preferred Security
Beneficial Owners' votes or assigning the right to vote on any matter to any
other Persons either in whole or in part.

     SECTION 9.05   NOTICES TO HOLDERS OF CERTIFICATES.

     Whenever a notice or other communication to the Holders is required to be
given under this Declaration, unless and until Definitive Preferred Security
Certificates shall have been issued pursuant to Section 9.07, the relevant
Trustees shall give all such notices and communications, specified herein to be
given to Holders of Preferred Securities, to the Clearing Agency and, with
respect to any Preferred Security Certificate registered in the name of a
Clearing Agency or the nominee of a Clearing Agency, the Trustees shall, except
in Rule 3a-7 (if the Trust is excluded from the definition of an Investment
Company solely by reason of Rule 3a-7) with respect to the Property Trustee,
have no notice obligations to the Preferred Security Beneficial Owners.

     SECTION 9.06   APPOINTMENT OF SUCCESSOR CLEARING AGENCY.

     If any Clearing Agency elects to discontinue its services as securities
depositary with respect to the Preferred Securities, the Regular Trustees may,
in their sole discretion, appoint a successor Clearing Agency with respect to
the Preferred Securities.

     SECTION 9.07   DEFINITIVE PREFERRED SECURITY CERTIFICATES.

     If (i) a Clearing Agency elects to discontinue its services as securities
depositary with respect to the Preferred Securities and a successor Clearing
Agency is not appointed within 90 days after such discontinuance pursuant to
Section 9.06, (ii) an Event of Default has occurred with respect to the
Preferred Securities and is continuing, and the Property Trustee has received a
request from the Clearing Agency to issue Definitive Preferred Security
Certificates in lieu of all or a portion of the Global Certificates (in which
case the Regular Trustees shall deliver such Definitive Preferred Security
Certificates within 30 days of such request) or (iii) the Regular Trustees elect
after consultation with the Sponsor to terminate the book-entry system through
the Clearing Agency with respect to the Preferred Securities, then (x)
Definitive Preferred Security Certificates shall be prepared by the Regular
Trustees on behalf of the Trust with respect to such Preferred Securities in
accordance with Section 7.01(c) and (y) upon surrender of the Global
Certificates by the Clearing Agency, accompanied by registration instructions,
the Regular Trustees shall cause Definitive Preferred Security Certificates to
be delivered to Preferred Security Beneficial Owners in accordance with the
instructions of the Clearing Agency. Upon such event, the Regular Trustees shall
give notice thereof to the Debenture Trustee. Neither the Trustees nor the Trust
shall be liable for any delay in delivery of such instructions and each of them
may conclusively rely on, and shall be protected in relying on, such
instructions.

                                       39


     SECTION 9.08   MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.

     If (a) any mutilated Certificates should be surrendered to the Regular
Trustees, or if the Regular Trustees shall receive evidence to their
satisfaction of the destruction, loss or theft of any Certificate; and (b) there
shall be delivered to the Regular Trustees such security or indemnity as may be
required by them to keep each of them and the Trust harmless, then in the
absence of notice that such Certificate shall have been acquired by a protected
purchaser, the Regular Trustees (or if there are more than two Regular Trustees
by any two of the Regular Trustees) on behalf of the Trust shall execute and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of like denomination. In connection with
the issuance of any new Certificate under this Section 9.08, the Regular
Trustees may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith. Any duplicate
Certificate issued pursuant to this Section 9.08 shall constitute conclusive
evidence of an ownership interest in the relevant Securities, as if originally
issued, whether or not the lost, stolen or destroyed Certificate shall be found
at any time.

                                   ARTICLE 10
                    LIMITATION OF LIABILITY; INDEMNIFICATION

     SECTION 10.01  EXCULPATION.

     (a) No Indemnified Person shall be liable, responsible or accountable in
damages or otherwise to the Trust or any Covered Person for any loss, damage or
claim incurred by reason of any act or omission performed or omitted by such
Indemnified Person in good faith on behalf of the Trust and in a manner such
Indemnified Person reasonably believed to be within the scope of the authority
conferred on such Indemnified Person by this Declaration or by law, except that
an Indemnified Person shall be liable for any such loss, damage or claim
incurred by reason of such Indemnified Person's gross negligence (or, in the
case of the Property Trustee, negligence) or willful misconduct with respect to
such acts or omissions.

     (b) An Indemnified Person shall be fully protected in relying in good
faith upon the records of the Trust and upon such information, opinions, reports
or statements presented to the Trust by any Person as to matters the Indemnified
Person reasonably believes are within such other Person's professional or expert
competence and who has been selected with reasonable care by or on behalf of the
Trust, including information, opinions, reports or statements as to the value or
amount of the assets, liabilities, profits, losses or any other facts pertinent
to the existence and amount of assets from which Distributions to Holders of
Securities might properly be paid.

     (c) Pursuant to Section 3803(a) of the Statutory Trust Act, the Holders of
Securities, in their capacities as Holders, shall be entitled to the same
limitation of liability that is extended to stockholders of private corporations
for profit organized under the General Corporation Law of the State of Delaware.

                                       40


     SECTION 10.02  INDEMNIFICATION.

     (a) To the fullest extent permitted by applicable law, the Sponsor shall
indemnify and hold harmless each Indemnified Person from and against any loss,
liability, expense, damage or claim incurred by such Indemnified Person arising
out of or in connection with the acceptance or administration of the trust or
trusts hereunder or by reason of any act or omission performed or omitted by
such Indemnified Person in good faith on behalf of the Trust and in a manner
such Indemnified Person reasonably believed to be within the scope of authority
conferred on such Indemnified Person by this Declaration, except that no
Indemnified Person shall be entitled to be indemnified in respect of any loss,
liability, expense, damage or claim incurred by such Indemnified Person by
reason of gross negligence (or, in the case of the Property Trustee, negligence)
or willful misconduct with respect to such acts or omissions.

     (b) The provisions of this Section 10.02 shall survive the termination of
this Declaration or the resignation or removal of any Trustee.

     SECTION 10.03  OUTSIDE BUSINESS.

     The Sponsor and any Trustee (in the case of the Property Trustee, subject
to Section 5.01(c)) may engage in or possess an interest in other business
ventures of any nature or description, independently or with others, similar or
dissimilar to the business of the Trust, and the Trust and the Holders of
Securities shall have no rights by virtue of this Declaration in and to such
independent ventures or the income or profits derived therefrom, and the pursuit
of any such venture, even if competitive with the business of the Trust, shall
not be deemed wrongful or improper. Neither the Sponsor nor any Trustee shall be
obligated to present any particular investment or other opportunity to the Trust
even if such opportunity is of a character that, if presented to the Trust,
could be taken by the Trust, and the Sponsor or any Trustee shall have the right
to take for its own account (individually or as a partner or fiduciary) or to
recommend to others any such particular investment or other opportunity. Any
Trustee may engage or be interested in any financial or other transaction with
the Sponsor or any Affiliate of the Sponsor or may act as depositary for,
trustee or agent for, or act on any committee or body of holders of, securities
or other obligations of the Sponsor or any of its Affiliates.

                                   ARTICLE 11
                                   ACCOUNTING

     SECTION 11.01  FISCAL YEAR.

     The fiscal year ("Fiscal Year") of the Trust shall be the calendar year, or
such other year as is required by the Code.

     SECTION 11.02  CERTAIN ACCOUNTING MATTERS.

     (a) At all times during the existence of the Trust, the Regular Trustees
shall keep, or cause to be kept, full books of account, records and supporting
documents, which shall reflect in reasonable detail each transaction of the
Trust. The books of account shall be maintained on the accrual method of
accounting, in accordance with generally accepted accounting principles in the

                                       41


United States of America, consistently applied. The Trust shall use the accrual
method of accounting for U.S. federal income tax purposes.

     (b) If required by applicable law, the Regular Trustees shall, as soon as
available after the end of each Fiscal Year of the Trust, cause to be prepared
and mailed to each Holder of Securities unaudited financial statements of the
Trust for such Fiscal Year, prepared in accordance with generally accepted
accounting principles in the United States of America; PROVIDED that if the
Trust is required to comply with the periodic reporting requirements of Section
13(a) or 15(d) of the Exchange Act, such financial statements for such Fiscal
Year shall be examined and reported on by a firm of independent certified public
accountants selected by the Regular Trustees (which firm may be the same firm
used by the Sponsor as its firm of independent certified public accountants).

     (c) The Regular Trustees shall cause to be duly prepared and mailed to
each Holder of Securities any U.S. federal income tax information statement or
form required by any applicable provisions of the Code or the Treasury
Regulations, containing such information with regard to the Securities held by
each Holder as is required by any applicable provisions of the Code and the
Treasury Regulations. Notwithstanding any right under the Code to deliver any
such statement at a later date, the Regular Trustees shall endeavor to deliver
all such statements or forms within 30 days after the end of each Fiscal Year of
the Trust.

     (d) The Regular Trustees shall cause to be properly prepared and filed on
a timely basis with the appropriate taxing authority any U.S. federal income tax
return or form as is required by any applicable provisions of the Code or the
Treasury Regulations, and any other tax returns or forms required to be filed by
or on behalf of the Trust with any state, local or other taxing authority.

     SECTION 11.03  BANKING.

     The Trust shall maintain one or more non-interest bearing bank accounts in
the name and for the sole benefit of the Trust; PROVIDED, HOWEVER, that all
payments of funds in respect of the Debentures held by the Property Trustee
shall be made directly to the Property Account and no other funds from the Trust
shall be deposited in the Property Account. The sole signatories for such
accounts shall be designated by the Regular Trustees; PROVIDED, HOWEVER, that
the Property Trustee shall designate the sole signatories for the Property
Account.

     SECTION 11.04  WITHHOLDING.

     The Trust and the Trustees shall comply with all withholding requirements
under applicable law. The Regular Trustees shall request, and the Holders shall
provide to the Trust, such forms or certificates as are necessary to establish
an available exemption from withholding with respect to each Holder, and any
representations and forms as shall reasonably be requested by the Regular
Trustees to assist them in determining the extent of, and in fulfilling, the
Trust's withholding obligations. The Regular Trustees on behalf of the Trust
shall file required forms with applicable jurisdictions and, unless an exemption
from withholding is properly established by a Holder, shall remit amounts
withheld with respect to the Holder to applicable jurisdictions. To the extent
that the Trust is required to withhold and pay over any amounts to any authority

                                       42


with respect to Distributions or allocations to any Holder, the Regular Trustees
shall so notify the Property Trustee and shall provide such information as is
reasonably requested by the Property Trustee to enable the Property Trustee to
effect such withholding, and the amount withheld shall be deemed to be a
Distribution in the amount of the withholding to the Holder. In the event of any
claimed overwithholding, Holders shall be limited to an action against the
applicable jurisdiction. If the amount required to be withheld was not withheld
from a Distribution to a Holder, the Trust may reduce subsequent Distributions
to such Holder (or its successor) by the amount of such under withholding.

                                   ARTICLE 12
                             AMENDMENTS AND MEETINGS

     SECTION 12.01  AMENDMENTS.

     (a) Except as otherwise provided in this Declaration or by any applicable
terms of the Securities, this Declaration may be amended by, and only by, a
written instrument executed by a majority of the Regular Trustees; PROVIDED,
HOWEVER, that (i) no amendment or modification to this Declaration shall be
made, and any such purported amendment shall be void and ineffective: (A) unless
the Regular Trustees shall have first received: (x) an Officers' Certificate
that such amendment is permitted by, and conforms to, the terms of this
Declaration; and (y) an Opinion of Counsel that such amendment is permitted by,
and conforms to, the terms of this Declaration and that all conditions
precedent, if any, in this Declaration to the execution and delivery of such
amendment have been satisfied; and (B) to the extent the result of such
amendment would be to: (x) cause the Trust to fail to continue to be classified
for purposes of U.S. federal income taxation as a grantor trust; (y) reduce or
otherwise adversely affect the rights or powers of the Property Trustee in
contravention of the Trust Indenture Act; or (z) cause the Trust to be deemed to
be an Investment Company required to be registered under the Investment Company
Act; (ii) at such time after the Trust has issued any Securities which remain
outstanding, any amendment which would adversely affect the rights, privileges
or preferences of any Holder of Securities may be effected only with such
additional requirements as may be set forth in the terms of such Securities;
(iii) Section 4.02, Section 9.01(c), Section 10.01(c) and this Section 12.01
shall not be amended without the consent of all of the Holders of the
Securities; (iv) no amendment which adversely affects the rights, powers and
privileges of the Property Trustee or the Delaware Trustee shall be made without
the consent of the Property Trustee or the Delaware Trustee, respectively; (v)
Article 4 shall not be amended without the consent of the Sponsor; and (vi) the
rights of the Holders of Common Securities under Article 5 to increase or
decrease the number of, and to appoint, replace or remove, Trustees shall not be
amended without the consent of each Holder of Common Securities.

     (b) Notwithstanding Section 12.02(a), this Declaration may be amended by a
written instrument executed by a majority of the Regular Trustees without the
consent of the Holders of the Securities to (i) cure any ambiguity, (ii) correct
or supplement any provision in this Declaration that may be defective or
inconsistent with any other provision of this Declaration, (iii) with the
consent of the Sponsor, add to the covenants, restrictions or obligations of the
Sponsor, (iv) conform to any changes in Rule 3a-7 (if the Trust is excluded from
the definition of an Investment Company solely by reason of Rule 3a-7) or any
change in interpretation or

                                       43


application of Rule 3a-7 (if the Trust is excluded from the definition of an
Investment Company solely by reason of Rule 3a-7) by the Commission, (v) amend
any other provisions with respect to matters or questions arising under this
Declaration which shall not be inconsistent with the other provisions of this
Declaration, (vi) modify, eliminate or add to any provisions of this Declaration
to such extent as shall be necessary to ensure that the Trust will be classified
for U.S. federal income tax purposes as a grantor trust at all times that any
Securities are outstanding or to ensure that the Trust will not be required to
register as an Investment Company under the Investment Company Act, and (vii)
pursuant to Section 5.01, evidence the acceptance of the appointment of a
successor Trustee or fill a vacancy created by an increase in the number of
Regular Trustees; PROVIDED, that any such amendment does not adversely affect in
any material respect the rights, preferences or privileges of the Holders.

     SECTION 12.02  MEETINGS OF THE HOLDERS OF SECURITIES; ACTION BY WRITTEN
                    CONSENT.

     (a) Meetings of the Holders of Preferred Securities and/or Common
Securities may be called at any time by the Regular Trustees (or as provided in
the terms of the Securities) to consider and act on any matter on which the
Holders of such class of Securities are entitled to act under the terms of this
Declaration, the terms of the Securities or the rules of any stock exchange or
automated quotation system on which the Preferred Securities are then listed,
traded or quoted. The Regular Trustees shall call a meeting of the Holders of
Preferred Securities or Common Securities, if directed to do so by Holders of at
least 25% in liquidation amount of such class of Securities. Such direction
shall be given by delivering to the Regular Trustees one or more notices in
writing stating that the signing Holders of Securities wish to call a meeting
and indicating the general or specific purpose for which the meeting is to be
called. Any Holders of Securities calling a meeting shall specify in writing the
Certificates held by the Holders of Securities exercising the right to call a
meeting and only those specified Certificates shall be counted for purposes of
determining whether the required percentage set forth in the second sentence of
this paragraph has been met.

     (b) Except to the extent otherwise provided in the terms of the
Securities, the following provision shall apply to meetings of the Holders of
Securities:

         (i)   Notice of any such meeting shall be given by mail to all the
     Holders of Securities having a right to vote thereat not less than seven
     (7) days nor more than sixty (60) days prior to the date of such meeting.
     Whenever a vote, consent or approval of the Holders of Securities is
     permitted or required under this Declaration or the rules of any stock
     exchange or automated quotation system on which the Preferred Securities
     are then listed, traded or quoted, such vote, consent or approval may be
     given at a meeting of the Holders of Securities. Any action that may be
     taken at a meeting of the Holders of Securities may be taken without a
     meeting and without prior notice if a consent in writing setting forth the
     action so taken is signed by Holders of Securities owning not less than the
     minimum aggregate liquidation amount of Securities that would be necessary
     to authorize or take such action at a meeting at which all Holders of
     Securities having a right to vote thereon were present and voting. Prompt
     notice of the taking of action without a meeting shall be given to the
     Holders of Securities entitled to vote who have not consented in writing.
     The Regular Trustees may specify that any written ballot

                                       44


     submitted to the Holders of Securities for the purpose of taking any action
     without a meeting shall be returned to the Trust within the time specified
     by the Regular Trustees.

         (ii)  Each Holder of a Security may authorize any Person to act for it
     by proxy on all matters in which a Holder of a Security is entitled to
     participate, including waiving notice of any meeting, or voting or
     participating at a meeting. No proxy shall be valid after the expiration of
     11 months from the date thereof unless otherwise provided in the proxy.
     Every proxy shall be revocable at the pleasure of the Holder of the
     Security executing it. Except as otherwise provided herein or in the terms
     of the Securities, all matters relating to the giving, voting or validity
     of proxies shall be governed by the General Corporation Law of the State of
     Delaware relating to proxies, and judicial interpretations thereunder, as
     if the Trust were a Delaware corporation and the Holders of the Securities
     were stockholders of a Delaware corporation.

         (iii) Each meeting of the Holders of the Securities shall be conducted
     by the Regular Trustees or by such other Person that the Regular Trustees
     may designate.

         (iv)  Unless otherwise provided in the Statutory Trust Act, this
     Declaration or the rules of any stock exchange or automated quotation
     system on which the Preferred Securities are then listed, traded or quoted,
     the Regular Trustees, in their sole discretion, shall establish all other
     provisions relating to meetings of Holders of Securities, including notice
     of the time, place or purpose of any meeting at which any matter is to be
     voted on by any Holders of Securities, waiver of any such notice, action by
     consent without a meeting, the establishment of a record date, quorum
     requirements, voting in person or by proxy or any other matter with respect
     to the exercise of any such right to vote.

                                   ARTICLE 13
        REPRESENTATIONS OF THE PROPERTY TRUSTEE AND THE DELAWARE TRUSTEE

     SECTION 13.01  REPRESENTATIONS AND WARRANTIES OF THE PROPERTY TRUSTEE.

     The Trustee which acts as the initial Property Trustee represents and
warrants to the Trust and to the Sponsor at the date of this Declaration, and
each Successor Property Trustee represents and warrants to the Trust and the
Sponsor at the time of the Successor Property Trustee's acceptance of its
appointment as the Property Trustee that:

     (a) The Property Trustee is a national banking association or a banking
corporation with trust powers, duly organized, validly existing and in good
standing under the laws of the United States or the laws of the state of its
incorporation, with trust power and authority to execute and deliver, and to
carry out and perform its obligations under the terms of, this Declaration.

     (b) The execution, delivery and performance by the Property Trustee of
this Declaration have been duly authorized by all necessary corporate action on
the part of the Property Trustee. This Declaration has been duly executed and
delivered by the Property Trustee, and constitutes a legal, valid and binding
obligation of the Property Trustee, enforceable against it in accordance with
its terms, subject to applicable bankruptcy, reorganization,

                                       45


moratorium, insolvency and other similar laws affecting creditors' rights
generally and to general principles of equity and the discretion of the court
(regardless of whether the enforcement of such remedies is considered in a
proceeding in equity or at law).

     (c) The execution, delivery and performance of this Declaration by the
Property Trustee does not conflict with or constitute a breach of (i) the
charter or by-laws of the Property Trustee, (ii) any applicable law, rule or
regulation to which the Property Trustee is subject or (iii) any agreement or
instrument to which the Property Trustee is a party or is otherwise bound.

     (d) No consent, approval or authorization of, or registration with or
notice to, any banking authority which supervises or regulates the Property
Trustee is required for the execution, delivery or performance by the Property
Trustee of this Declaration.

     (e) The Property Trustee satisfies the qualifications set forth in Section
5.01(c).

     SECTION 13.02  REPRESENTATIONS AND WARRANTIES OF THE DELAWARE TRUSTEE.

     The Trustee which acts as the initial Delaware Trustee represents and
warrants to the Trust and the Sponsor at the date of this Declaration, and each
Successor Delaware Trustee represents and warrants to the Trust and the Sponsor
at the time of the Successor Delaware Trustee's acceptance of its appointment as
the Delaware Trustee, that:

     (a) The Delaware Trustee is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware, with corporate
power and authority to execute and deliver, and to carry out and perform its
obligations under the terms of, this Declaration.

     (b) The execution, delivery and performance by the Delaware Trustee of
this Declaration have been duly authorized by all necessary corporate action on
the part of the Delaware Trustee. This Declaration has been duly executed and
delivered by the Delaware Trustee and constitutes a legal, valid and binding
obligation of the Delaware Trustee, enforceable against it in accordance with
its terms, subject to applicable bankruptcy, reorganization, moratorium,
insolvency and other similar laws affecting creditors' rights generally and to
general principles of equity and the discretion of the court (regardless of
whether the enforcement of such remedies is considered in a proceeding in equity
or at law).

     (c) The execution, delivery and performance of this Declaration by the
Delaware Trustee does not conflict with or constitute a breach of (i) the
charter or by-laws of the Delaware Trustee, (ii) any applicable law, rule or
regulation to which the Delaware Trustee is subject or (iii) any agreement or
instrument to which the Delaware Trustee is a party or is otherwise bound.

     (d) The Delaware Trustee is a natural person who is a resident of the
State of Delaware or, if not a natural person, an entity which has its principal
place of business in the State of Delaware and is a Person that satisfies for
the Trust Section 3807(a) of the Statutory Trust Act.

                                       46


                                   ARTICLE 14
                                  MISCELLANEOUS

     SECTION 14.01  NOTICES.

     All notices provided for in this Declaration shall be in writing, duly
signed by the party giving such notice, and shall be delivered, telecopied or
mailed by first class mail, as follows:

     (a) if given to the Trust, in care of the Regular Trustees at the Trust's
mailing address set forth below (or such other address as the Regular Trustees
on behalf of the Trust may give notice of to the Holders of the Securities and
the Sponsor):

                    Marathon Financing Trust
                    c/o Marathon Oil Corporation
                    5555 San Felipe Road
                    Houston, Texas  77056-2723
                    Attention: _______________________
                    Telecopy:  _______________________

     (b) if given to the Property Trustee, at the mailing address of the
Property Trustee set forth below (or such other address as the Property Trustee
may give notice of to the Holders of the Securities and the Sponsor):

                    The Bank of New York
                    101 Barclay Street, Floor 8W
                    New York, New York 10286
                    Attention: Corporate Trust Administration
                    Telecopy: (212) 815-5704


     (c) if given to the Delaware Trustee, at the mailing address of the
Delaware Trustee set forth below (or such other address as the Delaware Trustee
may give notice of to the Holders of the Securities and the Sponsor):

                    The Bank of New York (Delaware)
                    700 White Clay Center, Route 273
                    Newark, Delaware  19711
                    Attention: Corporate Administration & Compliance
                    Telecopy: (302) 283-8279

     (d) if given to the Holder of the Common Securities or the Sponsor, at the
mailing address of the Sponsor set forth below (or such other address as the
Holder of the Common Securities or the Sponsor may give notice of to the Trust):

                                       47


                    Marathon Oil Corporation
                    5555 San Felipe Road
                    Houston, Texas  77056-2723
                    Attention: _______________________
                    Telecopy:  _______________________

     (e) if given to any other Holder, at the address set forth on the books
and records of the Trust.

     A copy of any notice to the Property Trustee or the Delaware Trustee shall
also be sent to the Trust. All notices shall be deemed to have been given, when
(i) received in person, (ii) telecopied with receipt confirmed or (iii) received
if mailed by first class mail, postage prepaid, except that if a notice or other
document is refused delivery or cannot be delivered because of a changed address
of which no notice was given, such notice or other document shall be deemed to
have been delivered on the date of such refusal or inability to deliver.

     SECTION 14.02  UNDERTAKING FOR COSTS.

     All parties to this Declaration agree, and each Holder of any Securities by
his or her acceptance thereof shall be deemed to have agreed, that any court may
in its discretion require, in any suit for the enforcement of any right or
remedy under this Declaration, or in any suit against the Property Trustee for
any action taken or omitted by it as Property Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys' fees and expenses, against any party litigant in such suit, having
due regard to the merits and good faith of the claims or defenses made by such
party litigant; PROVIDED, HOWEVER, that the provisions of this Section 14.02
shall not apply to any suit instituted by the Property Trustee, to any suit
instituted by any Holder of Preferred Securities, or group of Holders of
Preferred Securities, holding more than 25% in aggregate liquidation amount of
the outstanding Preferred Securities, or to any suit instituted by any Holder of
Preferred Securities for the enforcement of the payment of the principal of, any
premium or interest on the Debentures, on or after the respective due dates
expressed in such Debentures.

     SECTION 14.03  GOVERNING LAW.

     This Declaration, the Securities and the rights of the parties hereunder
shall be governed by and interpreted in accordance with the laws of the State of
Delaware and all rights and remedies shall be governed by such laws without
regard to any principles of conflict of laws thereof that would result in the
application of the laws of any other jurisdiction.

     SECTION 14.04  HEADINGS.

     Headings contained in this Declaration are inserted for convenience of
reference only and do not affect the interpretation of this Declaration or any
provision hereof.

                                       48


     SECTION 14.05  PARTIAL ENFORCEABILITY.

     If any provision of this Declaration, or the application of such provision
to any Person or circumstance, shall be held invalid, the remainder of this
Declaration, or the application of such provision to Persons or circumstances
other than those to which it is held invalid, shall not be affected thereby.

     SECTION 14.06  COUNTERPARTS.

     This Declaration may contain more than one counterpart of the signature
pages and this Declaration may be executed by the affixing of the signature of
the Sponsor and each of the Trustees to one of such counterpart signature pages.
All of such counterpart signature pages shall be read as though one, and they
shall have the same force and effect as though all of the signers had signed a
single signature page.

     SECTION 14.07  INTENTION OF THE PARTIES.

     It is the intention of the parties hereto that the Trust not be classified
for U.S. federal income tax purposes as an association taxable as a corporation
or partnership but that the Trust be treated as a grantor trust for U.S. federal
income tax purposes. The provisions of this Declaration shall be interpreted to
further this intention of the parties.

     SECTION 14.08  SUCCESSORS AND ASSIGNS.

     Whenever in this Declaration any of the parties hereto is named or referred
to, the successors and assigns of such party shall be deemed to be included, and
all covenants and agreements in this Declaration by the Sponsor and the Trustees
shall bind and inure to the benefit of their respective successors and assigns,
whether so expressed.

     SECTION 14.09  NO RECOURSE.

     The Trust's obligations hereunder are intended to be the obligations of the
Trust and no recourse for the payment of Distributions, or for any claim upon
the Securities or otherwise in respect thereof, shall be had against any Holder
of Securities or any Affiliate of a Holder of Securities, solely by reason of
such Person's being a Holder of Securities or an Affiliate of a Holder of
Securities, it being understood that the Holder of Securities, solely by reason
of being a Holder of Securities, has limited liability (in accordance with the
provisions of the Statutory Trust Act) for the liabilities and obligations of
the Trust. Nothing contained in this Section 14.09 shall be construed to limit
the exercise or enforcement, in accordance with the terms of this Declaration,
the Preferred Securities Guarantee and the Indenture, of the rights and remedies
against the Trust or the Sponsor.

                                       49


     IN WITNESS WHEREOF, the undersigned has caused these presents to be
executed as of the day and year first above written.

                                  MARATHON OIL CORPORATION,
                                  as Sponsor

                                  By:
                                     ----------------------------------
                                     Name:
                                     Title:


                                  -------------------------------------
                                  John T. Mills,
                                  as Regular Trustee


                                  -------------------------------------
                                  Paul C. Reinbolt,
                                  as Regular Trustee


                                  -------------------------------------
                                  Rick J. Tobias,
                                  as Regular Trustee

                                  THE BANK OF NEW YORK,
                                  as Property Trustee


                                  By:
                                     ----------------------------------
                                     Name:
                                          -----------------------------
                                     Title:
                                           ----------------------------

                                  THE BANK OF NEW YORK (DELAWARE),
                                  as Delaware Trustee


                                  By:
                                     ----------------------------------
                                     Name:
                                          -----------------------------
                                     Title:
                                           ----------------------------

                                       50


                                                                       EXHIBIT A

                              CERTIFICATE OF TRUST
                                       OF
                          MARATHON FINANCING TRUST ___

     THIS CERTIFICATE OF TRUST of Marathon Financing Trust ___ (the "Trust"),
dated as of _____________, 200__, is being duly executed and filed by the
undersigned, as trustees, to form a statutory trust under the Delaware Statutory
Trust Act (12 DEL. CODE Section 3801 ET SEQ.).

     1.  NAME. The name of the statutory trust being formed hereby is "Marathon
Financing Trust ___."

     2.  DELAWARE TRUSTEE. The name and business address of the trustee of the
Trust with a principal place of business in the State of Delaware are The Bank
of New York (Delaware), 700 White Clay Center, Route 273, Newark, Delaware
19711.

     3.  EFFECTIVE DATE. This Certificate of Trust shall be effective at the
time of its filing with the Secretary of State of the State of Delaware.

     4.  COUNTERPARTS. This Certificate of Trust may be executed in one or more
counterparts.

                                       A-1


     IN WITNESS WHEREOF, the undersigned, being all of the trustees of the Trust
at the time of filing this Certificate of Trust, have executed this Certificate
of Trust as of the date first above written.


                                  THE BANK OF NEW YORK (DELAWARE),
                                  not in its individual capacity, but solely as
                                  Delaware Trustee

                                  By:
                                      -----------------------------------------
                                         Name:
                                         Title:


                                  THE BANK OF NEW YORK,
                                  not in its individual capacity, but solely as
                                  Property Trustee

                                  By:
                                      -----------------------------------------
                                         Name:
                                         Title:


                                  ---------------------------------------------
                                  not in his individual capacity, but solely as
                                  Regular Trustee

                                  By:
                                      -----------------------------------------

                                       A-2


                                                                       EXHIBIT B

                                    TERMS OF
                              PREFERRED SECURITIES

     Pursuant to Section 7.01(b) of the Amended and Restated Declaration of
Trust of Marathon Financing Trust ___ dated as of ______________, 200___ (as
amended from time to time, the "Declaration"), the designations, rights,
privileges, restrictions, preferences and other terms and provisions of the
Preferred Securities are set forth below (each capitalized term used but not
defined herein having the meaning set forth in the Declaration):

     1.  DESIGNATION AND NUMBER. _____________ (____________) Preferred
Securities of the Trust with an aggregate liquidation amount [(including the
Over-allotment Option)] at any time outstanding with respect to the assets of
the Trust of ____________________________ Dollars ($____________) and each with
a liquidation amount with respect to the assets of the Trust of $___ per
Preferred Security, are hereby designated as "____________________________." The
Preferred Security Certificates evidencing the Preferred Securities shall be
substantially in the form attached hereto as Annex I, with such changes and
additions thereto or deletions therefrom as may be required by ordinary usage,
custom or practice, or to conform to the rules of any stock exchange or
automated quotation system on which the Preferred Securities are then listed,
traded or quoted. In connection with the issuance and sale of the Preferred
Securities and the Common Securities, the Trust will purchase as trust assets
Debentures of Marathon having an aggregate principal amount equal to the
aggregate liquidation amount of the Preferred Securities and the Common
Securities so issued, and bearing interest at an annual rate equal to the annual
Distribution rate on the Preferred Securities and the Common Securities and
having payment and redemption provisions which correspond to the payment and
redemption provisions of the Preferred Securities and the Common Securities.

     2.  DISTRIBUTIONS. (a) Distributions payable on each Preferred Security
will be fixed at a rate per annum of ____% (the "Coupon Rate") of the stated
liquidation amount of $___ per Preferred Security, such rate being the rate of
interest payable on the Debentures to be held by the Property Trustee.
Distributions in arrears for more than one calendar quarter will accumulate
additional distributions thereon at the Coupon Rate per annum (to the extent
permitted by applicable law), compounded quarterly. The term "Distributions" as
used herein means such periodic cash distributions and any such additional
distributions payable unless otherwise stated. A Distribution will be made by
the Property Trustee only to the extent that interest payments are made in
respect of the Debentures held by the Property Trustee and to the extent the
Trust has funds on hand legally available therefor. The amount of Distributions
payable for any period will be computed for any full quarterly Distribution
period on the basis of a 360-day year of twelve 30-day months, and for any
period shorter than a full quarterly Distribution period for which Distributions
are computed, Distributions will be computed on the basis of the actual number
of days elapsed per 90-day quarter.

         (b)  Distributions on the Preferred Securities will accumulate from
     ______________, 200___ and will be payable quarterly in arrears, on
     _____________,

                                       B-1


     _____________, _____________ and _____________ of each year, commencing on
     _____________, 200__, except as otherwise described below, but only if and
     to the extent that interest payments are made in respect of the Debentures
     held by the Property Trustee. So long as no Indenture Event of Default has
     occurred and is continuing with respect to the Debentures, Marathon has the
     right under the Indenture for the Debentures to defer payments of interest
     on the Debentures by extending the interest payment period of the
     Debentures at any time and from time to time for a period not exceeding 20
     consecutive quarterly interest periods (each, an "Extension Period"),
     during which Extension Period no interest shall be due and payable on the
     Debentures. As a consequence of such deferral, Distributions shall also be
     deferred. Despite such deferral, Distributions will continue to accumulate
     on the Preferred Securities with additional distributions thereon (to the
     extent permitted by applicable law but not at a rate greater than the rate
     at which interest is then accruing on the Debentures) at the Coupon Rate
     compounded quarterly during any such Extension Period. No Extension Period
     shall extend beyond the stated maturity of the Debentures. Prior to the
     termination of any such Extension Period, Marathon may further extend such
     Extension Period; PROVIDED that such Extension Period together with all
     such previous and further extensions thereof may not exceed 20 consecutive
     quarterly interest periods or extend beyond the maturity of the Debentures.
     Upon the termination of any Extension Period and the payment of all amounts
     then due, Marathon may commence a new Extension Period, subject to the
     foregoing provisions. On the first Distribution payment date following the
     end of an Extension Period, payments of accumulated Distributions will be
     payable to Holders of Preferred Securities as they appear on the books and
     records of the Trust (regardless of who the Holders may have been on other
     dates during the Extension Period) on the record date for such Distribution
     payment date.

         (c)  Distributions on the Preferred Securities will be payable promptly
     by the Property Trustee (or other Paying Agent) upon receipt of immediately
     available funds to the Holders thereof as they appear on the books and
     records of the Trust on the relevant record dates. While the Preferred
     Securities remain in book-entry only form, the relevant record dates shall
     be the Business Day next preceding the relevant Distribution payment date,
     and if the Preferred Securities are no longer in book-entry only form, the
     relevant record dates will be the close of business on the _________,
     _________, _________, and _________ next preceding the relevant
     Distribution payment date, which record and payment dates correspond to the
     record and interest payment dates on the Debentures. Distributions payable
     on any Preferred Securities that are not punctually paid on any
     Distribution payment date as a result of Marathon's having failed to make
     the corresponding payment on the Debentures will forthwith cease to be
     payable to the person in whose name such Preferred Security is registered
     on the relevant record date, and such defaulted payment will instead be
     payable to the person in whose name such Preferred Security is registered
     on the special record date established by the Regular Trustees, which
     record date shall correspond to the special record date or other specified
     date determined in accordance with the Indenture; PROVIDED, HOWEVER, that
     Distributions shall not be considered payable on any Distribution payment
     date falling within an Extension Period unless Marathon has elected to make
     a full or partial payment of accrued interest on the Debentures on such
     Distribution payment date. Subject to any

                                       B-2


     applicable laws and regulations and the provisions of the Declaration, each
     payment in respect of the Preferred Securities will be made as described in
     Section 8 hereof. If any date on which Distributions are payable on the
     Preferred Securities is not a Business Day, then payment of the
     Distribution payable on such date will be made on the next succeeding day
     that is a Business Day (and without any interest or other payment in
     respect of any such delay) except that, if such Business Day is in the next
     succeeding calendar year, such payment shall be made on the immediately
     preceding Business Day, in each case with the same force and effect as if
     made on the date such payment was originally payable. Notwithstanding
     anything herein to the contrary, the record dates and payment dates for
     Distributions shall be the same as the record dates and payment dates for
     the Debentures.

         (d)  All Distributions paid with respect to the Preferred Securities
     and the Common Securities will be paid Pro Rata (as defined below) to the
     Holders thereof entitled thereto. If an Event of Default has occurred and
     is continuing, the Preferred Securities shall have a priority over the
     Common Securities with respect to such payments.

         (e)  In the event that there is any money or other property held by or
     for the Trust that is not accounted for under the Declaration, such money
     or property shall be distributed Pro Rata among the Holders of the
     Preferred Securities and the Common Securities.

     3.  LIQUIDATION DISTRIBUTION UPON DISSOLUTION. (a) In the event of any
voluntary or involuntary dissolution of the Trust, the Holders of the Preferred
Securities and the Common Securities will be entitled to receive Pro Rata solely
out of the assets of the Trust legally available for distribution to Holders of
Preferred Securities and Common Securities after satisfaction of liabilities to
the creditors of the Trust, an amount equal to the aggregate of the stated
liquidation amount of $___ per Preferred Security and Common Security plus
accumulated and unpaid Distributions thereon to the date of payment (such amount
being the "Liquidation Distribution"), unless, in connection with such
dissolution, and after satisfaction of liabilities to the creditors of the
Trust, Debentures in an aggregate principal amount equal to the aggregate stated
liquidation amount of the Preferred Securities and the Common Securities and
bearing accrued and unpaid interest in an amount equal to the accumulated and
unpaid Distributions on, the Preferred Securities and the Common Securities,
shall be distributed Pro Rata to the Holders of the Preferred Securities and the
Common Securities in exchange for such Securities.

     If, upon any such dissolution, the Liquidation Distribution can be paid
only in part because the Trust has insufficient assets on hand legally available
to pay in full the aggregate Liquidation Distribution, then the amounts payable
directly by the Trust on the Preferred Securities and the Common Securities
shall be paid, subject to the next paragraph, on a Pro Rata basis.

     Holders of Common Securities will be entitled to receive Liquidation
Distributions upon any such dissolution Pro Rata with Holders of Preferred
Securities, except that if an Event of

                                       B-3


Default has occurred and is continuing, the Preferred Securities shall have a
priority over the Common Securities with respect to such Liquidation
Distribution.

         (b)   The Holder of the Common Securities shall have the right to
     direct the Property Trustee in writing at any time to dissolve the Trust
     and, after satisfaction of liabilities to creditors of the Trust, to
     distribute Debentures to Holders in exchange for Securities (which
     direction is optional and wholly within the discretion of the Holder of the
     Common Securities). Upon the receipt of any such written direction, the
     Property Trustee shall promptly, after satisfaction of liabilities to
     creditors of the Trust, (i) dissolve the Trust and (ii) distribute
     Debentures in an aggregate principal amount equal to the aggregate stated
     liquidation amount of the Preferred Securities and the Common Securities
     held by each Holder, which Debentures bear accrued and unpaid interest in
     an amount equal to the accumulated and unpaid Distributions on the
     Preferred Securities and the Common Securities of such Holder, in exchange
     for the Preferred Securities and Common Securities of such Holder.

         (c)   On the date fixed for any distribution of Debentures, upon
     dissolution of the Trust, (i) the Preferred Securities will no longer be
     deemed to be outstanding and may be canceled by the Regular Trustees, and
     (ii) Certificates representing Preferred Securities will be deemed to
     represent beneficial interests in the Debentures having an aggregate
     principal amount equal to the stated liquidation amount of, and bearing
     accrued and unpaid interest equal to accumulated and unpaid Distributions
     to, but excluding, the date fixed for such distribution on, such Preferred
     Securities until such Certificates are presented to Marathon or its agent
     for transfer or reissuance.

         (d)   If Debentures are distributed to Holders of the Preferred
     Securities, Marathon, pursuant to the terms of the Indenture, will use its
     reasonable best efforts to have the Debentures listed on the New York Stock
     Exchange or on such other exchange or automated quotation system as the
     Preferred Securities were listed immediately prior to the distribution of
     the Debentures.

     4.  REDEMPTION OF DEBENTURES. The Preferred Securities may be redeemed
only if Debentures having an aggregate principal amount equal to the aggregate
liquidation amount of the Preferred Securities and the Common Securities are
repaid or redeemed as set forth below:

         (a)   Upon the repayment of the Debentures, in whole or in part,
     whether at maturity, upon redemption at any time or from time to time on or
     after ______________, 200___, the proceeds of such repayment will be
     promptly applied to redeem Pro Rata Preferred Securities and Common
     Securities having an aggregate liquidation amount equal to the aggregate
     principal amount of the Debentures so repaid or redeemed, upon not less
     than 30 nor more than 60 days' notice, at a redemption price of $___ per
     Preferred Security and Common Security plus an amount equal to accumulated
     and unpaid Distributions thereon to, but excluding, the date of redemption,
     payable in cash (the "Redemption Price"). The date of any such repayment or
     redemption of Preferred Securities and Common Securities shall be
     established to coincide with the repayment or redemption date of the
     Debentures.

                                       B-4


         (b)   If fewer than all the outstanding Preferred Securities and Common
     Securities are to be so redeemed, the Preferred Securities and the Common
     Securities will be redeemed Pro Rata and the Preferred Securities will be
     redeemed as described in Section 4(e)(ii) below, except that if an Event of
     Default has occurred and is continuing, the Preferred Securities will have
     a priority over the Common Securities with respect to payment of the
     Redemption Price. If a partial redemption would result in the delisting of
     the Preferred Securities by any national securities exchange or other
     organization on which the Preferred Securities are then listed or traded,
     Marathon pursuant to the Indenture will redeem Debentures only in whole
     and, as a result, the Trust may redeem the Preferred Securities only in
     whole.

         (c)   If, at any time, a Tax Event or an Investment Company Event (each
     as hereinafter defined, and each, a "Special Event") shall occur and be
     continuing, Marathon shall have the right at any time, upon not less than
     30 nor more than 60 days' notice, to redeem the Debentures in whole or in
     part for cash at the Redemption Price within 90 days following the
     occurrence of such Special Event, and promptly following such redemption,
     Preferred Securities and Common Securities with an aggregate liquidation
     amount equal to the aggregate principal amount of the Debentures so
     redeemed will be redeemed by the Trust at the Redemption Price on a Pro
     Rata basis. The Common Securities will be redeemed Pro Rata with the
     Preferred Securities, except that if an Event of Default has occurred and
     is continuing, the Preferred Securities will have a priority over the
     Common Securities with respect to payment of the Redemption Price.

     "Tax Event" means that the Sponsor and the Regular Trustees shall have
received an Opinion of Counsel experienced in such matters to the effect that as
a result of (a) any amendment to, or change (including any announced prospective
change) in, the laws (or any rules or regulations thereunder) of the United
States or any political subdivision or taxing authority thereof or therein, (b)
any amendment to, or change in, an interpretation or application of any such
laws, rules or regulations by any legislative body, court, governmental agency
or regulatory authority (including the enactment of any legislation or the
publication of any judicial decision or regulatory determination), (c) any
interpretation or pronouncement by any legislative body, court, governmental
agency or regulatory authority that provides for a position with respect to such
laws, rules or regulations that differs from its previous position or a commonly
accepted position or (d) any action taken by any governmental agency or
regulatory authority, which amendment or change is enacted, promulgated, issued
or announced or which interpretation or pronouncement is issued or announced or
which action is taken, in each case on or after ______________, 200___, there
is more than an insubstantial risk that (i) the Trust is, or will be within 90
days of the date thereof, subject to U.S. federal income tax with respect to
income accrued or received on the Debentures, (ii) the Trust is, or will be
within 90 days of the date thereof, subject to more than a DE MINIMIS amount of
taxes, duties or other governmental charges or (iii) interest payable by
Marathon to the Trust on the Debentures is not, or within 90 days of the date
thereof will not be, deductible by Marathon for U.S. federal income tax
purposes.

     "Investment Company Event" means that the Sponsor and the Regular Trustees
shall have received an Opinion of Counsel experienced in practice under the
Investment Company Act

                                       B-5


that, as a result of the occurrence of a change in law or regulation or a change
in interpretation or application of law or regulation by any legislative body,
court, governmental agency or regulatory authority (a "Change in Investment
Company Act Law"), there is more than an insubstantial risk that the Trust is or
will be considered an Investment Company which is required to be registered
under the Investment Company Act, which Change in Investment Company Act Law
becomes effective on or after ______________, 200___.

         (d)   The Trust may not redeem fewer than all the outstanding Preferred
     Securities unless all accumulated and unpaid Distributions have been paid
     on all Preferred Securities for all quarterly Distribution periods
     terminating on or prior to the date of redemption.

         (e)   (i)  Notice of any redemption of, or notice of distribution of
     Debentures in exchange for, the Preferred Securities and the Common
     Securities (a "Redemption/Distribution Notice") will be given by the
     Regular Trustees on behalf of the Trust by mail to each Holder of Preferred
     Securities and Common Securities to be redeemed or exchanged not less than
     30 nor more than 60 days prior to the date fixed for redemption or exchange
     thereof. For purposes of the calculation of the date of redemption or
     exchange and the dates on which notices are given pursuant to this Section
     4(e)(i), a Redemption/Distribution Notice shall be deemed to be given on
     the day such notice is first mailed by first-class mail, postage prepaid,
     to Holders of Preferred Securities and Common Securities. Each
     Redemption/Distribution Notice shall be addressed to the Holders of
     Preferred Securities and Common Securities at the address of each such
     Holder appearing in the books and records of the Trust. No defect in the
     Redemption/Distribution Notice or in the mailing of either thereof with
     respect to any Holder shall affect the validity of the redemption or
     exchange proceedings with respect to any other Holder.

               (ii)  In the event that fewer than all the outstanding Preferred
         Securities are to be redeemed, the Preferred Securities to be redeemed
         will be redeemed Pro Rata from each Holder of Preferred Securities, it
         being understood that, in respect of Preferred Securities registered in
         the name of and held of record by DTC (or successor Clearing Agency) or
         its nominee, the Preferred Securities will be redeemed from, and the
         distribution of the proceeds of such redemption will be made to, DTC
         (or successor Clearing Agency) or its nominee.

               (iii) Subject to Section 8 hereof, if the Trust gives a
         Redemption/Distribution Notice in respect of a redemption of Preferred
         Securities as provided in this Section 4 then (A) while the Preferred
         Securities are in book-entry only form, with respect to the Preferred
         Securities, by 12:00 noon, New York City time, on the redemption date,
         PROVIDED that Marathon has paid the Property Trustee, in immediately
         available funds, a sufficient amount of cash in connection with the
         related redemption or maturity of the Debentures, the Property Trustee
         will deposit irrevocably with DTC (or successor Clearing Agency) funds
         sufficient to pay the applicable Redemption Price with respect to the
         Preferred Securities and will give DTC (or successor Clearing Agency)

                                       B-6


         irrevocable instructions and authority to pay the Redemption Price to
         the Holders of the Preferred Securities and (B) if the Preferred
         Securities are issued in definitive form, with respect to the
         Preferred Securities and provided that Marathon has paid the Property
         Trustee, in immediately available funds, a sufficient amount of cash
         in connection with the related redemption or maturity of the
         Debentures, the Property Trustee will pay the relevant Redemption
         Price to the Holders of such Preferred Securities by check mailed to
         the address of the relevant Holder appearing on the books and records
         of the Trust on the redemption date or by wire transfer of immediately
         available funds to an account designated by such Holder. If a
         Redemption/Distribution Notice shall have been given and funds
         deposited as required, if applicable, then immediately prior to the
         close of business on the redemption date, Distributions will cease to
         accumulate on the Preferred Securities called for redemption, such
         Preferred Securities will no longer be deemed to be outstanding and
         all rights of Holders of such Preferred Securities so called for
         redemption will cease, except the right of the Holders of such
         Preferred Securities to receive the Redemption Price, but without
         interest on such Redemption Price. Neither the Trustees nor the Trust
         shall be required to register or cause to be registered the transfer
         of any Preferred Securities which have been so called for redemption.
         If any date fixed for redemption of Preferred Securities is not a
         Business Day, then payment of the Redemption Price payable on such
         date will be made on the next succeeding day that is a Business Day
         (and without any interest or other payment in respect of any such
         delay) except that, if such Business Day falls in the next calendar
         year, such payment will be made on the immediately preceding Business
         Day, in each case with the same force and effect as if made on such
         date fixed for redemption. If payment of the Redemption Price in
         respect of Preferred Securities is improperly withheld or refused and
         not paid either by the Property Trustee or by Marathon pursuant to the
         Preferred Securities Guarantee, Distributions on such Preferred
         Securities will continue to accumulate, from the original redemption
         date to the date of payment, in which case the actual payment date
         will be considered the date fixed for redemption for purposes of
         calculating the Redemption Price.

               (iv) Redemption/Distribution Notices shall be sent by the Regular
         Trustees on behalf of the Trust to DTC or its nominee (or any successor
         Clearing Agency or its nominee) if the Global Certificates have been
         issued or, if Definitive Preferred Security Certificates have been
         issued, to the Holders of the Preferred Securities.

               (v)  Subject to the foregoing and applicable law (including,
         without limitation, U.S. federal securities laws), Marathon or any of
         its Affiliates may at any time and from time to time purchase
         outstanding Preferred Securities by tender, in the open market or by
         private agreement.

     5.  VOTING RIGHTS. (a) Except as provided under Section 5(b) below and as
otherwise required by law and the Declaration, the Holders of the Preferred
Securities will have no voting rights.

                                       B-7


         (b)   If any proposed amendment to the Declaration provides for, or the
     Regular Trustees otherwise propose to effect, (i) any action that would
     adversely affect the rights, privileges or preferences of the Securities,
     whether by way of amendment to the Declaration, other than as described in
     Section 12.01(b) of the Declaration, or otherwise, or (ii) the dissolution,
     winding-up or termination of the Trust, other than as described in Section
     8.01 of the Declaration, then the Holders of outstanding Securities will be
     entitled to vote on such amendment or proposal as a single class and such
     amendment or proposal shall not be effective except with the approval of
     the Holders of Securities of at least a Majority in liquidation amount of
     the Securities, voting together as a single class; PROVIDED, HOWEVER, that
     (A) if any amendment or proposal referred to in clause (i) above would
     adversely affect only the Preferred Securities or the Common Securities,
     then only the affected class of Securities will be entitled to vote on such
     amendment or proposal and such amendment or proposal shall not be effective
     except with the approval of at least a Majority in liquidation amount of
     such class of Securities and (B) amendments to the Declaration shall be
     subject to such further requirements as are set forth in Sections 12.01 and
     12.02 of the Declaration.

     In the event the consent of the Property Trustee, as the holder of the
Debentures, is required under the Indenture with respect to any amendment,
modification or termination of the Indenture or the Debentures, the Property
Trustee shall request the written direction of the Holders of the Securities
with respect to such amendment, modification or termination. The Property
Trustee shall vote with respect to such amendment, modification or termination
as directed by a Majority in liquidation amount of the Securities voting
together as a single class; PROVIDED, HOWEVER, that where such amendment,
modification or termination of the Indenture requires the consent or vote of (1)
holders of Debentures representing a specified percentage greater than a
majority in principal amount of the Debentures or (2) each holder of Debentures,
the Property Trustee may only vote with respect to that amendment, modification
or termination as directed by, in the case of clause (1) above, the vote of
Holders of Securities representing such specified percentage of the aggregate
liquidation amount of the Securities, or, in the case of clause (2) above, each
Holder of Securities; and PROVIDED, FURTHER, that the Property Trustee shall be
under no obligation to take any action in accordance with the directions of the
Holders of Securities unless the Property Trustee shall have received, at the
expense of the Sponsor, an Opinion of Counsel experienced in such matters to the
effect that the Trust will not be classified for U.S. federal income tax
purposes as other than a grantor trust on account of such action.

     So long as any Debentures are held by the Property Trustee, the Trustees
shall not (i) direct the time, method and place of conducting any proceeding for
any remedy available to the Debenture Trustee, or exercising any trust or power
conferred on the Debenture Trustee with respect to the Debentures, (ii) waive
any past default that is waivable under Section 5.13 of the Indenture or (iii)
exercise any right to rescind or annul a declaration of acceleration of the
maturity of the principal of the Debentures, without, in each case, obtaining
the prior approval of the Holders of a Majority in liquidation amount of the
Securities. The Trustees shall not revoke any action previously authorized or
approved by a vote of the Holders of the Preferred Securities except by
subsequent vote of such Holders. The Property Trustee shall notify each Holder
of Preferred Securities of any notice of default with respect to the Debentures,
unless the default has been cured before the giving of such notice or the
Property Trustee in good faith determines that

                                       B-8


the withholding of such notice is in the interests of the Holders of the
Securities in accordance with Section 3.10(g) of the Declaration.

     If an Event of Default has occurred and is continuing, then the Holders of
a Majority in liquidation amount of the Preferred Securities will have the
right, subject to Section 3.12(c)(iv) of the Declaration, to direct the time,
method and place of conducting any proceeding for any remedy available to the
Property Trustee or to direct the exercise of any trust or power conferred upon
the Property Trustee under the Declaration, including the right to direct the
Property Trustee to exercise the remedies available to it as a holder of the
Debentures. If the Property Trustee fails to enforce its rights under the
Debentures, a Holder of Preferred Securities may, to the extent permitted by
law, after a period of 30 days has elapsed since such Holder's written request
to the Property Trustee to enforce such rights, institute a legal proceeding
directly against the Sponsor to enforce the Property Trustee's rights under the
Debentures without first instituting any legal proceeding against the Property
Trustee or any other Person; PROVIDED that, if an Event of Default has occurred
and is continuing and such event is attributed to the failure of the Sponsor to
pay principal of or any premium or interest on the Debentures on the date such
amounts are otherwise payable (or in the case of redemption, on the redemption
date), then a Holder of Preferred Securities may directly institute a proceeding
for enforcement of payment to such Holder of such amounts on the Debentures
having a principal amount equal to the aggregate liquidation amount of the
Preferred Securities of such Holder (a "Holder Direct Action") on or after the
respective due date specified in the Debentures. In connection with such Holder
Direct Action, the Sponsor will be subrogated to the rights of such Holder of
Preferred Securities to the extent of any payment made by the Sponsor to such
Holders of Preferred Securities in such Holder Direct Action. Except as provided
in the preceding sentences, the Holders of Preferred Securities will not be able
to exercise directly any other remedy available to the Holders of the
Debentures.

     A waiver of an Indenture Event of Default by the Property Trustee at the
direction of the Holders of the Preferred Securities will constitute a waiver of
the corresponding Event of Default under the Declaration in respect of the
Securities.

     Any required approval or direction of Holders of Preferred Securities may
be given at a separate meeting of Holders of Preferred Securities convened for
such purpose, at a meeting of all of the Holders of Securities or pursuant to
written consent. The Regular Trustees will cause a notice of any meeting at
which Holders of Preferred Securities are entitled to vote to be mailed to each
Holder of record of Preferred Securities. Each such notice will include a
statement setting forth (i) the date of such meeting, (ii) a description of any
resolution proposed for adoption at such meeting on which such Holders are
entitled to vote and (iii) instructions for the delivery of proxies. Any action
that may be taken at a meeting of the Holders of Preferred Securities may be
taken without a meeting and without prior notice if a consent or consents in
writing setting forth the action so taken is signed by Holders of Preferred
Securities owning not less than the minimum aggregate liquidation amount of
Preferred Securities that would be necessary to authorize or take such action at
a meeting at which all Holders of Preferred Securities having a right to vote
thereon were present and voting.

                                       B-9


     No vote or consent of the Holders of Preferred Securities will be required
for the Trust to redeem and cancel Preferred Securities or to distribute the
Debentures in accordance with the Declaration or Section 3 of this Exhibit B.

     Notwithstanding that Holders of Preferred Securities are entitled to vote
or consent under any of the circumstances described above, any of the Preferred
Securities at such time that are owned by Marathon or by any Affiliate of
Marathon shall not be entitled to vote or consent and shall, for purposes of
such vote or consent, be treated as if they were not outstanding.

     Holders of the Preferred Securities have no rights to increase or decrease
the number of Trustees or to appoint, remove or replace a Trustee, which voting
rights are vested exclusively in the Holders of the Common Securities.

     6.  PRO RATA TREATMENT. A reference in these terms of the Preferred
Securities to any payment, Distribution or treatment as being "Pro Rata" shall
mean pro rata to each Holder of Securities according to the aggregate
liquidation amount of the Securities held by the relevant Holder in relation to
the aggregate liquidation amount of all Securities outstanding unless, in
relation to a payment, an Event of Default has occurred and is continuing, in
which case any funds available to make such payment shall be paid first to each
Holder of the Preferred Securities pro rata according to the aggregate
liquidation amount of Preferred Securities held by the relevant Holder relative
to the aggregate liquidation amount of all Preferred Securities outstanding, and
only after satisfaction of all amounts owed to the Holders of the Preferred
Securities, to each Holder of Common Securities pro rata according to the
aggregate liquidation amount of Common Securities held by the relevant Holder
relative to the aggregate liquidation amount of all Common Securities
outstanding.

     7.  RANKING. The Preferred Securities rank PARI PASSU and payment thereon
will be made Pro Rata with the Common Securities, except that when an Event of
Default occurs and is continuing, the rights of Holders of Preferred Securities
to payment in respect of Distributions and payments upon liquidation, redemption
or otherwise rank in priority to the rights of Holders of the Common Securities.

     8.  TRANSFER, EXCHANGE, METHOD OF PAYMENTS. Payment of Distributions and
payments on redemption of the Preferred Securities will be payable, the transfer
of the Preferred Securities will be registrable, and Preferred Securities will
be exchangeable for Preferred Securities of other denominations of a like
aggregate liquidation amount, at the corporate trust office of the Property
Trustee in The City of New York; PROVIDED that payment of Distributions may be
made at the option of the Regular Trustees on behalf of the Trust by check
mailed to the address of the persons entitled thereto or by wire transfer of
immediately available funds to an account designated by such Holder and that the
payment on redemption of any Preferred Security will be made only upon surrender
of such Preferred Security to the Property Trustee.

     9.  ACCEPTANCE OF INDENTURE AND PREFERRED SECURITIES GUARANTEE. Each
Holder of Preferred Securities, by the acceptance thereof, agrees to the
provisions of (i) the Preferred Securities Guarantee, including the
subordination provisions therein, and (ii) the Indenture and the Debentures,
including the subordination provisions of the Indenture.

                                      B-10


     10. NO PREEMPTIVE RIGHTS. The Holders of Preferred Securities shall have
no preemptive or similar rights to subscribe to any additional Preferred
Securities or any Common Securities.

     11. MISCELLANEOUS. These Terms shall constitute a part of the Declaration.
The Trust will provide a copy of the Declaration and the Indenture to a Holder
of Preferred Securities without charge on written request to the Trust at its
principal place of business.

                                      B-11


                                                                         ANNEX I

                     FORM OF PREFERRED SECURITY CERTIFICATE

     [IF THE PREFERRED SECURITY IS TO BE A GLOBAL CERTIFICATE INSERT - THIS
PREFERRED SECURITY IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE DECLARATION
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST
COMPANY ("DTC") OR A NOMINEE OF DTC. THIS PREFERRED SECURITY IS EXCHANGEABLE FOR
PREFERRED SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS
NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE DECLARATION AND NO
TRANSFER OF THIS PREFERRED SECURITY (OTHER THAN A TRANSFER OF THIS PREFERRED
SECURITY AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR
ANOTHER NOMINEE OF DTC) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

     UNLESS THIS PREFERRED SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC (55 WATER STREET, NEW YORK, NEW YORK) TO MARATHON FINANCING TRUST ___ OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY PREFERRED
SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]

       Certificate Number          Number of Preferred Securities: ____________

          ___________              Aggregate Liquidation Amount:  $____________

                                                         CUSIP NO. ____________

                   Certificate Evidencing Preferred Securities

                                       of

                          Marathon Financing Trust ___

                        ____% Trust Preferred Securities
                (liquidation amount $___ per Preferred Security)

                                      B-12


     Marathon Financing Trust ___, a statutory trust created under the laws of
the State of Delaware (the "Trust"), hereby certifies that _________ (the
"Holder") is the registered owner of _____ (______) preferred securities of the
Trust representing preferred undivided beneficial interests in the assets of the
Trust and designated the _________________ (liquidation amount $____ per
preferred security) (the "Preferred Securities"). The Preferred Securities are
transferable on the books and records of the Trust, in person or by a duly
authorized attorney, upon surrender of this Certificate duly endorsed and in
proper form for transfer. The designations, rights, privileges, restrictions,
preferences and other terms and provisions of the Preferred Securities are set
forth in, and this Certificate and the Preferred Securities represented hereby
are issued and shall in all respects be subject to the terms and provisions of,
the Amended and Restated Declaration of Trust of the Trust dated as of
______________, 200___, as the same may be amended from time to time (the
"Declaration"), including the designation of the terms of Preferred Securities
as set forth in Exhibit B thereto. The Preferred Securities and the Common
Securities issued by the Trust pursuant to the Declaration represent undivided
beneficial interests in the assets of the Trust, including the Debentures (as
defined in the Declaration) issued by Marathon Oil Corporation, a Delaware
corporation ("Marathon"), to the Trust pursuant to the Indenture referred to in
the Declaration. The Holder is entitled to the benefits of the Guarantee
Agreement of Marathon dated as of ______________, 200___, as the same may be
amended from time to time (the "Guarantee") to the extent provided therein. The
Trust will furnish a copy of the Declaration, the Guarantee and the Indenture to
the Holder without charge upon written request to the Trust at its principal
place of business.

     The Holder of this Certificate, by accepting this Certificate, is deemed to
have (i) agreed to the terms of the Indenture and the Debentures, including that
the Debentures are subordinate and junior in right of payment to all Senior Debt
(as defined in the Indenture) as and to the extent provided in the Indenture,
and (ii) agreed to the terms of the Guarantee, including that the Guarantee is
(A) subordinate and junior in right of payment to [all other liabilities of
Marathon, including the Debentures, except those made PARI PASSU or subordinate
by their terms], and (B) senior to [all capital stock now or hereafter issued by
Marathon and to any guarantee now or hereafter entered into by Marathon in
respect of any of its capital stock].

     Upon receipt of this Certificate, the Holder is bound by the Declaration
and is entitled to the benefits thereunder.

     This Certificate shall be governed by and interpreted in accordance with
the laws of the State of Delaware without regard to any principles of conflict
of laws thereof that would result in the application of the laws of any other
jurisdiction.

                                      B-13


     IN WITNESS WHEREOF, the undersigned Regular Trustees of the Trust have
executed this Certificate on behalf of the Trust.

                                    MARATHON FINANCING TRUST ___


                                    By:
                                       -------------------------,
                                    as Regular Trustee
                                       Name:
                                       Title: Regular Trustee

                                    By:
                                       -------------------------,
                                    as Regular Trustee
                                       Name:
                                       Title: Regular Trustee

Dated:

Countersigned and Registered:


- ----------------------------------,
as Transfer Agent and Registrar


By:
   --------------------------------
   Authorized Signatory

                                      B-14


                          [FORM OF REVERSE OF SECURITY]

     Distributions payable on each Preferred Security will be fixed at a rate
per annum of ____% (the "Coupon Rate") of the stated liquidation amount of $____
per Preferred Security, such rate being the rate of interest payable on the
Debentures to be held by the Property Trustee. Distributions in arrears for more
than one calendar quarter will accumulate additional distributions thereon at
the Coupon Rate per annum (to the extent permitted by applicable law),
compounded quarterly. The term "Distributions" as used herein means such
periodic cash distributions and any such additional distributions payable unless
otherwise stated. A Distribution will be made by the Property Trustee only to
the extent that interest payments are made in respect of the Debentures held by
the Property Trustee and to the extent the Trust has funds on hand legally
available therefor. The amount of Distributions payable for any period will be
computed for any full quarterly Distribution period on the basis of a 360-day
year consisting of twelve 30-day months, and for any period shorter than a full
quarterly Distribution period for which Distributions are computed,
Distributions will be computed on the basis of the actual number of days elapsed
per 90-day quarter.

     Distributions on the Preferred Securities will accumulate from
______________, 200___, and will be payable quarterly in arrears, on ________,
________, ________and ________ of each year, commencing on ____________, 200___,
except as otherwise described below, but only if and to the extent that interest
payments are made in respect of the Debentures held by the Property Trustee. So
long as no Indenture Event of Default has occurred and is continuing with
respect to the Debentures, Marathon has the right under the Indenture for the
Debentures to defer payments of interest on the Debentures by extending the
interest payment period of the Debentures at any time and from time to time for
a period not exceeding 20 consecutive quarterly interest periods (each an
"Extension Period"), during which Extension Period no interest shall be due and
payable on the Debentures. As a consequence of such deferral, Distributions
shall also be deferred. Despite such deferral, Distributions will continue to
accumulate on the Preferred Securities with additional distributions thereon (to
the extent permitted by applicable law but not at a rate greater than the rate
at which interest is then accruing on the Debentures) at the Coupon Rate
compounded quarterly during any such Extension Period. No Extension Period shall
extend beyond the stated maturity of the Debentures. Prior to the termination of
any such Extension Period, Marathon may further extend such Extension Period;
PROVIDED that such Extension Period together with all such previous and further
extensions thereof may not exceed 20 consecutive quarterly interest periods or
extend beyond the maturity of the Debentures. Upon the termination of any
Extension Period and the payment of all amounts then due, Marathon may commence
a new Extension Period, subject to the foregoing provisions. On the first
Distribution payment date following the end of the Extension Period, payments of
accumulated Distributions will be payable to Holders of Preferred Securities as
they appear on the books and records of the Trust (regardless of who the Holders
may have been on other dates during the Extension Period) on the record date for
such Distribution payment date.

     The Preferred Securities shall be redeemable as provided in the
Declaration.

                                      B-15


                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned assigns and transfers this Preferred
Security Certificate to:

     -------------------------------------------------------------

     -------------------------------------------------------------

     -------------------------------------------------------------

     (Insert assignee's social security or tax identification number)

     -------------------------------------------------------------

     -------------------------------------------------------------

     -------------------------------------------------------------

     (Insert address and zip code of assignee)

     and irrevocably appoints

     -------------------------------------------------------------

     -------------------------------------------------------------

     _____________________________________________________________ agent to
transfer this Preferred Security Certificate on the books of the Trust. The
agent may substitute another to act for him or her.

     Date:
           ----------------------------

     Signature:
                ---------------------

     NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME(S) AS WRITTEN UPON THE FACE OF THIS PREFERRED SECURITY CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

                                      B-16


                                                                       EXHIBIT C

                                    TERMS OF

                                COMMON SECURITIES

     Pursuant to Section 7.01(b) of the Amended and Restated Declaration of
Trust of Marathon Financing Trust ___ dated as of ______________, 200___ (as
amended from time to time, the "Declaration"), the designations, rights,
privileges, restrictions, preferences and other terms and provisions of the
Common Securities are set forth below (each capitalized term used but not
defined herein having the meaning set forth in the Declaration):

     1.   DESIGNATION AND NUMBER. ____________________________ (_________)
Common Securities of the Trust with an aggregate liquidation amount [(including
the Over-allotment Option)] at any time outstanding with respect to the assets
of the Trust of ________________________________ Dollars ($___________), and
each with a liquidation amount with respect to the assets of the Trust of $___
per Common Security, are hereby designated as "____________________." The Common
Security Certificates evidencing the Common Securities shall be substantially in
the form attached hereto as Annex I, with such changes and additions thereto or
deletions therefrom as may be required by ordinary usage, custom or practice. In
connection with the issuance and sale of the Preferred Securities and the Common
Securities, the Trust will purchase as trust assets Debentures of Marathon
having an aggregate principal amount equal to the aggregate liquidation amount
of the Preferred Securities and the Common Securities so issued, and bearing
interest at an annual rate equal to the annual Distribution rate on the
Preferred Securities and the Common Securities and having payment and redemption
provisions which correspond to the payment and redemption provisions of the
Preferred Securities and the Common Securities.

     2.   DISTRIBUTIONS. (a) Distributions payable on each Common Security will
be fixed at a rate per annum of ____% (the "Coupon Rate") of the stated
liquidation amount of $____ per Common Security, such rate being the rate of
interest payable on the Debentures to be held by the Property Trustee.
Distributions in arrears for more than one calendar quarter will accumulate
additional distributions thereon at the Coupon Rate per annum (to the extent
permitted by applicable law), compounded quarterly. The term "Distributions" as
used herein means such periodic cash distributions and any such additional
distributions payable unless otherwise stated. A Distribution will be made by
the Property Trustee only to the extent that interest payments are made in
respect of the Debentures held by the Property Trustee and to the extent the
Trust has funds on hand legally available therefor. The amount of Distributions
payable for any period will be computed for any full quarterly Distribution
period on the basis of a 360-day year of twelve 30-day months, and for any
period shorter than a full quarterly Distribution period for which Distributions
are computed, Distributions will be computed on the basis of the actual number
of days elapsed per 90-day quarter.

          (b) Distributions on the Common Securities will accumulate from
     ______________, 200___ and will be payable quarterly in arrears, on
     ____________, ____________, ____________ and ____________ of each year,
     commencing on

                                      C-1


     ________, 200___, except as otherwise described below, but only if and to
     the extent that interest payments are made in respect of the Debentures
     held by the Property Trustee. So long as no Indenture Event of Default has
     occurred and is continuing with respect to the Debentures, Marathon has the
     right under the Indenture for the Debentures to defer payments of interest
     on the Debentures by extending the interest payment period of the
     Debentures at any time and from time to time for a period not exceeding 20
     consecutive quarterly interest periods (each, an "Extension Period"),
     during which Extension Period no interest shall be due and payable on the
     Debentures. As a consequence of such deferral, Distributions shall also be
     deferred. Despite such deferral, Distributions will continue to accumulate
     on the Common Securities with additional distributions thereon (to the
     extent permitted by applicable law but not at a rate greater than the rate
     at which interest is then accruing on the Debentures) at the Coupon Rate
     compounded quarterly during any such Extension Period. No Extension Period
     shall extend beyond the stated maturity of the Debentures. Prior to the
     termination of any such Extension Period, Marathon may further extend such
     Extension Period; PROVIDED that such Extension Period together with all
     such previous and further extensions thereof may not exceed 20 consecutive
     quarterly interest periods or extend beyond the maturity of the Debentures.
     Upon the termination of any Extension Period and the payment of all amounts
     then due, Marathon may commence a new Extension Period, subject to the
     foregoing provisions. On the first Distribution payment date following the
     end of the Extension Period, payments of accumulated Distributions will be
     payable to Holders of Common Securities as they appear on the books and
     records of the Trust (regardless of who the Holders may have been on other
     dates during the Extension Period) on the record date for such Distribution
     payment date.

          (c) Distributions on the Common Securities will be payable promptly by
     the Property Trustee (or other Paying Agent) upon receipt of immediately
     available funds to the Holders thereof as they appear on the books and
     records of the Trust on the relevant record dates. While the Preferred
     Securities remain in book-entry only form, the relevant record dates for
     the Common Securities shall be the Business Day next preceding the relevant
     Distribution payment date, and if the Preferred Securities are no longer in
     book-entry only form, the relevant record dates for the Common Securities
     will be the close of business on the ________, ________, ________, and
     ________ next preceding the relevant Distribution payment date, which
     record and payment dates correspond to the record and interest payment
     dates on the Debentures. Distributions payable on any Common Securities
     that are not punctually paid on any Distribution payment date as a result
     of Marathon's having failed to make the corresponding payment on the
     Debentures will forthwith cease to be payable to the person in whose name
     such Common Security is registered on the relevant record date, and such
     defaulted payment will instead be payable to the person in whose name such
     Common Security is registered on the special record date established by the
     Regular Trustees, which record date shall correspond to the special record
     date or other specified date determined in accordance with the Indenture;
     PROVIDED, HOWEVER, that Distributions shall not be considered payable on
     any Distribution payment date falling within an Extension Period unless
     Marathon has elected to make a full or partial payment of accrued interest
     on the Debentures on such Distribution payment date. Subject to any
     applicable laws and regulations and the provisions of the

                                      C-2


     Declaration, each payment in respect of the Common Securities will be made
     as described in Section 8 hereof. If any date on which Distributions are
     payable on the Common Securities is not a Business Day, then payment of the
     Distribution payable on such date will be made on the next succeeding day
     that is a Business Day (and without any interest or other payment in
     respect of any such delay) except that, if such Business Day is in the next
     succeeding calendar year, such payment shall be made on the immediately
     preceding Business Day, in each case with the same force and effect as if
     made on the date such payment was originally payable. Notwithstanding
     anything herein to the contrary, the record dates and payment dates for
     Distributions shall be the same as the record dates and payment dates for
     the Debentures.

          (d) All Distributions paid with respect to the Common Securities and
     the Preferred Securities will be paid Pro Rata (as defined below) to the
     Holders thereof entitled thereto. If an Event of Default has occurred and
     is continuing, the Preferred Securities shall have a priority over the
     Common Securities with respect to such payments.

          (e) In the event that there is any money or other property held by or
     for the Trust that is not accounted for under the Declaration, such money
     or property shall be distributed Pro Rata among the Holders of the
     Preferred Securities and the Common Securities.

     3.   LIQUIDATION DISTRIBUTION UPON DISSOLUTION. (a) In the event of any
voluntary or involuntary dissolution of the Trust, the Holders of the Preferred
Securities and the Common Securities will be entitled to receive Pro Rata solely
out of the assets of the Trust legally available for distribution to Holders of
Preferred Securities and Common Securities after satisfaction of liabilities to
the creditors of the Trust, an amount equal to the aggregate of the stated
liquidation amount of $__ per Preferred Security and Common Security plus
accumulated and unpaid Distributions thereon to the date of payment (such amount
being the "Liquidation Distribution"), unless, in connection with such
dissolution, and after satisfaction of liabilities to the creditors of the
Trust, Debentures in an aggregate principal amount equal to the aggregate stated
liquidation amount of the Preferred Securities and the Common Securities and
bearing accrued and unpaid interest in an amount equal to the accumulated and
unpaid Distributions on, the Preferred Securities and the Common Securities,
shall be distributed Pro Rata to the Holders of the Preferred Securities and the
Common Securities in exchange for such Securities.

     If, upon any such dissolution, the Liquidation Distribution can be paid
only in part because the Trust has insufficient assets on hand legally available
to pay in full the aggregate Liquidation Distribution, then the amounts payable
directly by the Trust on the Preferred Securities and the Common Securities
shall be paid, subject to the next paragraph, on a Pro Rata basis.

     Holders of Common Securities will be entitled to receive Liquidation
Distributions upon any such dissolution Pro Rata with Holders of Preferred
Securities, except that if an Event of Default has occurred and is continuing,
the Preferred Securities shall have a priority over the Common Securities with
respect to such Liquidation Distribution.

                                      C-3


          (b) The Holder of the Common Securities shall have the right to direct
     the Property Trustee in writing at any time to dissolve the Trust and,
     after the satisfaction of liabilities to creditors of the Trust, to
     distribute Debentures to Holders in exchange for Securities (which
     direction is optional and wholly within the discretion of the Holder of the
     Common Securities). Upon the receipt of any such written direction, the
     Property Trustee shall promptly (i) dissolve the Trust and (ii) distribute
     Debentures in an aggregate principal amount equal to the aggregate stated
     liquidation amount of the Preferred Securities and the Common Securities
     held by each Holder, which Debentures bear accrued and unpaid interest in
     an amount equal to the accumulated and unpaid Distributions on the
     Preferred Securities and the Common Securities of such Holder, in exchange
     for the Preferred Securities and Common Securities of such Holder.

          (c) On the date fixed for any distribution of Debentures, upon
     dissolution of the Trust, (i) the Common Securities will no longer be
     deemed to be outstanding and may be canceled by the Regular Trustees, and
     (ii) Certificates representing Common Securities will be deemed to
     represent beneficial interests in the Debentures having an aggregate
     principal amount equal to the stated liquidation amount of, and bearing
     accrued and unpaid interest equal to accumulated and unpaid Distributions
     to, but excluding, the date fixed for such distribution on, such Common
     Securities until such Certificates are presented to Marathon or its agent
     for transfer or reissuance.

     4.   REDEMPTION OF DEBENTURES. The Common Securities may be redeemed only
if Debentures having an aggregate principal amount equal to the aggregate
liquidation amount of the Preferred Securities and the Common Securities are
repaid or redeemed as set forth below:

          (a) Upon the repayment of the Debentures, in whole or in part, whether
     at maturity, upon redemption at any time or from time to time on or after
     ______________, 200___, the proceeds of such repayment will be promptly
     applied to redeem Pro Rata Preferred Securities and Common Securities
     having an aggregate liquidation amount equal to the aggregate principal
     amount of the Debentures so repaid or redeemed, upon not less than 30 nor
     more than 60 days' notice, at a redemption price of $__ per Preferred
     Security and Common Security plus an amount equal to accumulated and unpaid
     Distributions thereon to, but excluding, the date of redemption, payable in
     cash (the "Redemption Price"). The date of any such repayment or redemption
     of Preferred Securities and Common Securities shall be established to
     coincide with the repayment or redemption date of the Debentures.

          (b) If fewer than all the outstanding Preferred Securities and Common
     Securities are to be so redeemed, the Preferred Securities and the Common
     Securities will be redeemed Pro Rata and the Common Securities will be
     redeemed as described in Section 4(e)(ii) below, except that if an Event of
     Default has occurred and is continuing, the Preferred Securities will have
     a priority over the Common Securities with respect to payment of the
     Redemption Price. If a partial redemption would result in the delisting of
     the Preferred Securities by any national securities exchange or other
     organization on which the Preferred Securities are then listed or traded,
     Marathon pursuant to the

                                      C-4


     Indenture will redeem Debentures only in whole and, as a result, the Trust
     may redeem the Common Securities only in whole.

          (c) If, at any time, a Tax Event or an Investment Company Event (each
     as hereinafter defined, and each, a "Special Event") shall occur and be
     continuing, Marathon shall have the right at any time, upon not less than
     30 nor more than 60 days' notice, to redeem the Debentures in whole or in
     part for cash at the Redemption Price within 90 days following the
     occurrence of such Special Event, and promptly following such redemption,
     Preferred Securities and Common Securities with an aggregate liquidation
     amount equal to the aggregate principal amount of the Debentures so
     redeemed will be redeemed by the Trust at the Redemption Price on a Pro
     Rata basis. The Common Securities will be redeemed Pro Rata with the
     Preferred Securities, except that if an Event of Default has occurred and
     is continuing, the Preferred Securities will have a priority over the
     Common Securities with respect to payment of the Redemption Price.

     "Tax Event" means that the Sponsor and the Regular Trustees shall have
received an Opinion of Counsel experienced in such matters to the effect that as
a result of (a) any amendment to, or change (including any announced prospective
change) in, the laws (or any rules or regulations thereunder) of the United
States or any political subdivision or taxing authority thereof or therein, (b)
any amendment to, or change in, an interpretation or application of any such
laws, rules or regulations by any legislative body, court, governmental agency
or regulatory authority (including the enactment of any legislation or the
publication of any judicial decision or regulatory determination), (c) any
interpretation or pronouncement by any legislative body, court, governmental
agency or regulatory authority that provides for a position with respect to such
laws, rules or regulations that differs from its previous position or a commonly
accepted position or (d) any action taken by any governmental agency or
regulatory authority, which amendment or change is enacted, promulgated, issued
or announced or which interpretation or pronouncement is issued or announced or
which action is taken, in each case on or after ______________, 200___, there is
more than an insubstantial risk that (i) the Trust is, or will be within 90 days
of the date thereof, subject to U.S. federal income tax with respect to income
accrued or received on the Debentures, (ii) the Trust is, or will be within 90
days of the date thereof, subject to more than a DE MINIMIS amount of taxes,
duties or other governmental charges or (iii) interest payable by Marathon to
the Trust on the Debentures is not, or within 90 days of the date thereof will
not be, deductible by Marathon for U.S. federal income tax purposes.

     "Investment Company Event" means that the Sponsor and the Regular Trustees
shall have received an Opinion of Counsel experienced in practice under the
Investment Company Act that, as a result of the occurrence of a change in law or
regulation or a change in interpretation or application of law or regulation by
any legislative body, court, governmental agency or regulatory authority (a
"Change in Investment Company Act Law"), there is more than an insubstantial
risk that the Trust is or will be considered an Investment Company which is
required to be registered under the Investment Company Act, which Change in
Investment Company Act Law becomes effective on or after ______________, 200___.

                                      C-5


          (d) The Trust may not redeem fewer than all the outstanding Common
     Securities unless all accumulated and unpaid Distributions have been paid
     on all Common Securities for all quarterly Distribution periods terminating
     on or prior to the date of redemption.

          (e) (i)    Notice of any redemption of, or notice of distribution of
     Debentures in exchange for, the Preferred Securities and the Common
     Securities (a "Redemption/Distribution Notice") will be given by the
     Regular Trustees on behalf of the Trust by mail to each Holder of Preferred
     Securities and Common Securities to be redeemed or exchanged not less than
     30 nor more than 60 days prior to the date fixed for redemption or exchange
     thereof. For purposes of the calculation of the date of redemption or
     exchange and the dates on which notices are given pursuant to this Section
     4(e)(i), a Redemption/Distribution Notice shall be deemed to be given on
     the day such notice is first mailed by first-class mail, postage prepaid,
     to Holders of Preferred Securities and Common Securities. Each
     Redemption/Distribution Notice shall be addressed to the Holders of
     Preferred Securities and Common Securities at the address of each such
     Holder appearing in the books and records of the Trust. No defect in the
     Redemption/Distribution Notice or in the mailing of either thereof with
     respect to any Holder shall affect the validity of the redemption or
     exchange proceedings with respect to any other Holder.

               (ii)  In the event that fewer than all the outstanding Common
          Securities are to be redeemed, the Common Securities to be redeemed
          will be redeemed Pro Rata from each Holder of Common Securities
          (subject to adjustment to eliminate fractional Common Securities).

               (iii) If the Trust gives a Redemption/Distribution Notice in
          respect of a redemption of Common Securities as provided in this
          Section 4 (which notice will be irrevocable), then immediately prior
          to the close of business on the redemption date, PROVIDED that
          Marathon has paid the Property Trustee, in immediately available
          funds, a sufficient amount of cash in connection with the related
          redemption or maturity of the Debentures, Distributions will cease to
          accumulate on the Common Securities called for redemption, such Common
          Securities will no longer be deemed to be outstanding and all rights
          of Holders of such Common Securities so called for redemption will
          cease, except the right of the Holders of such Common Securities to
          receive the Redemption Price, but without interest on such Redemption
          Price. Neither the Trustees nor the Trust shall be required to
          register or cause to be registered the transfer of any Common
          Securities which have been so called for redemption. If any date fixed
          for redemption of Common Securities is not a Business Day, then
          payment of the Redemption Price payable on such date will be made on
          the next succeeding day that is a Business Day (and without any
          interest or other payment in respect of any such delay) except that,
          if such Business Day falls in the next calendar year, such payment
          will be made on the immediately preceding Business Day, in each case
          with the same force and effect as if made on such date fixed for
          redemption. If payment of the Redemption Price in respect of Common
          Securities is improperly withheld or

                                      C-6


          refused and not paid by the Property Trustee, Distributions on such
          Common Securities will continue to accumulate, from the original
          redemption date to the date of payment, in which case the actual
          payment date will be considered the date fixed for redemption for
          purposes of calculating the Redemption Price.

               (iv) Redemption/Distribution Notices shall be sent by the Regular
          Trustees on behalf of the Trust to the Holders of the Common
          Securities.

     5.   VOTING RIGHTS. (a) Except as provided under Section 5(b) below and as
otherwise required by law and the Declaration, the Holders of the Common
Securities will have no voting rights.

          (b) Holders of Common Securities have the sole right under the
     Declaration to increase or decrease the number of Trustees, and to appoint,
     remove or replace a Trustee, any such increase, decrease, appointment,
     removal or replacement to be approved by Holders of Common Securities
     representing a Majority in liquidation amount of the Common Securities.

     If any proposed amendment to the Declaration provides for, or the Regular
Trustees otherwise propose to effect, (i) any action that would adversely affect
the rights, privileges or preferences of the Securities, whether by way of
amendment to the Declaration, other than as described in Section 12.01(b) of the
Declaration, or otherwise, or (ii) the dissolution, winding-up or termination of
the Trust, other than as described in Section 8.01 of the Declaration or Section
3 of this Exhibit C, then the Holders of outstanding Securities will be entitled
to vote on such amendment or proposal as a single class and such amendment or
proposal shall not be effective except with the approval of the Holders of
Securities of at least a Majority in liquidation amount of the Securities,
voting together as a single class; PROVIDED, HOWEVER, that (A) if any amendment
or proposal referred to in clause (i) above would adversely affect only the
Preferred Securities or the Common Securities, then only the affected class of
Securities will be entitled to vote on such amendment or proposal and such
amendment or proposal shall not be effective except with the approval of at
least a Majority in liquidation amount of such class of Securities, (B) the
rights of Holders of Common Securities under Sections 5.01 and 5.02 of the
Declaration to increase or decrease the number of, and to appoint, replace or
remove, Trustees shall not be amended without the consent of each Holder of
Common Securities, and (C) amendments to the Declaration shall be subject to
such further requirements as are set forth in Sections 12.01 and 12.02 of the
Declaration.

     In the event the consent of the Property Trustee, as the holder of the
Debentures, is required under the Indenture with respect to any amendment,
modification or termination of the Indenture or the Debentures, the Property
Trustee shall request the written direction of the Holders of the Securities
with respect to such amendment, modification or termination. The Property
Trustee shall vote with respect to such amendment, modification or termination
as directed by a Majority in liquidation amount of the Securities voting
together as a single class; PROVIDED, HOWEVER, that where such amendment,
modification or termination of the Indenture requires the consent or vote of (1)
holders of Debentures representing a specified percentage greater than a
majority in principal amount of the Debentures or (2) each holder of Debentures,

                                      C-7


the Property Trustee may only vote with respect to that amendment, modification
or termination as directed by, in the case of clause (1) above, the vote of
Holders of Securities representing such specified percentage of the aggregate
liquidation amount of the Securities, or, in the case of clause (2) above, each
Holder of Securities; and PROVIDED, FURTHER, that the Property Trustee shall be
under no obligation to take any action in accordance with the directions of the
Holders of Securities unless the Property Trustee shall have received, at the
expense of the Sponsor, an Opinion of Counsel experienced in such matters to the
effect that the Trust will not be classified for U.S. federal income tax
purposes as other than a grantor trust on account of such action.

     So long as any Debentures are held by the Property Trustee, the Trustees
shall not (i) direct the time, method and place of conducting any proceeding for
any remedy available to the Debenture Trustee, or exercising any trust or power
conferred on such Debenture Trustee with respect to the Debentures, (ii) waive
any past default that is waivable under Section 5.13 of the Indenture or (iii)
exercise any right to rescind or annul a declaration of acceleration of the
maturity of the principal of the Debentures, without, in each case, obtaining
the prior approval of the Holders of a Majority in liquidation amount of the
Securities. The Trustees shall not revoke any action previously authorized or
approved by a vote of the Holders of the Common Securities except by subsequent
vote of such Holders. The Property Trustee shall notify each Holder of Common
Securities of any notice of default with respect to the Debentures.

     Notwithstanding any other provision of these terms, each Holder of Common
Securities will be deemed to have waived any Event of Default with respect to
the Common Securities and its consequences until all Events of Default with
respect to the Preferred Securities have been cured, waived by the Holders of
Preferred Securities as provided in the Declaration or otherwise eliminated, and
until all Events of Default with respect to the Preferred Securities have been
so cured, waived by the Holders of Preferred Securities or otherwise eliminated,
the Property Trustee will be deemed to be acting solely on behalf of the Holders
of Preferred Securities and only the Holders of the Preferred Securities will
have the right to direct the Property Trustee in accordance with the terms of
the Declaration or of the Securities. In the event that any Event of Default
with respect to the Preferred Securities is waived by the Holders of Preferred
Securities as provided in the Declaration, the Holders of Common Securities
agree that such waiver shall also constitute the waiver of such Event of Default
with respect to the Common Securities for all purposes under the Declaration
without any further act, vote or consent of the Holders of the Common
Securities.

     A waiver of an Indenture Event of Default by the Property Trustee at the
direction of the Holders of the Preferred Securities will constitute a waiver of
the corresponding Event of Default under the Declaration in respect of the
Securities.

     Any required approval or direction of Holders of Common Securities may be
given at a separate meeting of Holders of Common Securities convened for such
purpose, at a meeting of all of the Holders of Securities or pursuant to written
consent. The Regular Trustees will cause a notice of any meeting at which
Holders of Common Securities are entitled to vote to be mailed to each Holder of
record of Common Securities. Each such notice will include a statement setting
forth (i) the date of such meeting, (ii) a description of any resolution
proposed for adoption at such meeting on which such Holders are entitled to vote
and (iii) instructions for the delivery of

                                      C-8


proxies. Any action that may be taken at a meeting of the Holders of Common
Securities may be taken without a meeting and without prior notice if a consent
or consents in writing setting forth the action so taken is signed by Holders of
Common Securities owning not less than the minimum aggregate liquidation amount
of Common Securities that would be necessary to authorize or take such action at
a meeting at which all Holders of Common Securities having a right to vote
thereon were present and voting.

     No vote or consent of the Holders of Common Securities will be required for
the Trust to redeem and cancel Common Securities or to distribute the Debentures
in accordance with the Declaration or Section 3 of this Exhibit C.

     6.   PRO RATA TREATMENT. A reference in these terms of the Common
Securities to any payment, Distribution or treatment as being "Pro Rata" shall
mean pro rata to each Holder of Securities according to the aggregate
liquidation amount of the Securities held by the relevant Holder in relation to
the aggregate liquidation amount of all Securities outstanding unless, in
relation to a payment, an Event of Default has occurred and is continuing, in
which case any funds available to make such payment shall be paid first to each
Holder of the Preferred Securities pro rata according to the aggregate
liquidation amount of Preferred Securities held by the relevant Holder relative
to the aggregate liquidation amount of all Preferred Securities outstanding, and
only after satisfaction of all amounts owed to the Holders of the Preferred
Securities, to each Holder of Common Securities pro rata according to the
aggregate liquidation amount of Common Securities held by the relevant Holder
relative to the aggregate liquidation amount of all Common Securities
outstanding.

     7.   RANKING. The Common Securities rank PARI PASSU and payment thereon
will be made Pro Rata with the Preferred Securities, except that when an Event
of Default occurs and is continuing, the rights of Holders of Common Securities
to payment in respect of Distributions and payments upon liquidation, redemption
or otherwise are subordinate to the rights of Holders of the Preferred
Securities.

     8.   TRANSFER, EXCHANGE, METHOD OF PAYMENTS. Payment of Distributions and
payments on redemption of the Common Securities will be payable, the transfer of
the Common Securities will be registrable, and Common Securities will be
exchangeable for Common Securities of other denominations of a like aggregate
liquidation amount, at the corporate trust office of the Property Trustee in The
City of New York; PROVIDED that payment of Distributions may be made at the
option of the Regular Trustees on behalf of the Trust by check mailed to the
address of the persons entitled thereto and that the payment on redemption of
any Common Security will be made only upon surrender of such Common Security to
the Property Trustee. Notwithstanding the foregoing, transfers of Common
Securities are subject to conditions set forth in Section 9.01(c) of the
Declaration.

     9.   ACCEPTANCE OF INDENTURE. Each Holder of Common Securities, by the
acceptance thereof, agrees to the provisions of the Indenture and the
Debentures, including the subordination provisions of the Indenture.

                                      C-9


     10.  NO PREEMPTIVE RIGHTS. The Holders of Common Securities shall have no
preemptive or similar rights to subscribe to any additional Common Securities or
any Preferred Securities.

     11.  MISCELLANEOUS. These Terms shall constitute a part of the Declaration.
The Trust will provide a copy of the Declaration and the Indenture to a Holder
of Common Securities without charge on written request to the Trust at its
principal place of business.

                                      C-10


                                                                         Annex I

                       FORM OF COMMON SECURITY CERTIFICATE
                          TRANSFER OF THIS CERTIFICATE
                          IS SUBJECT TO THE CONDITIONS
                          SET FORTH IN THE DECLARATION
                                REFERRED TO BELOW

       Certificate Number           Number of Preferred Securities: ____________
       __________________

                                    Aggregate Liquidation Amount:  $____________

                                                          CUSIP NO. ____________

                    Certificate Evidencing Common Securities

                                       of

                          Marathon Financing Trust ___

                          ____% Trust Common Securities
                  (liquidation amount $___ per Common Security)

     Marathon Financing Trust ___, a statutory trust created under the laws of
the State of Delaware (the "Trust"), hereby certifies that ______________ (the
"Holder") is the registered owner of ____________________________ (_________)
common securities of the Trust representing common undivided beneficial
interests in the assets of the Trust and designated the ___________________
(liquidation amount $___ per common security) (the "Common Securities"). The
Common Securities are transferable on the books and records of the Trust, in
person or by a duly authorized attorney, upon surrender of this Certificate duly
endorsed and in proper form for transfer and satisfaction of the other
conditions set forth in the Declaration (as defined below) including, without
limitation, Section 9.01(c) thereof. The designations, rights, privileges,
restrictions, preferences and other terms and provisions of the Common
Securities are set forth in, and this Certificate and the Common Securities
represented hereby are issued and shall in all respects be subject to the terms
and provisions of, the Amended and Restated Declaration of Trust of the Trust
dated as of ______________, 200___, as the same may be amended from time to time
(the "Declaration"), including the designation of the terms of Common Securities
as set forth in Exhibit C thereto. The Common Securities and the Preferred
Securities issued by the Trust pursuant to the Declaration represent undivided
beneficial interests in the assets of the Trust, including the Debentures (as
defined in the Declaration) issued by Marathon Oil Corporation, a Delaware
corporation ("Marathon"), to the Trust pursuant to the Indenture referred to in
the Declaration. The Trust will furnish a copy of the Declaration and the
Indenture to the Holder without charge upon written request to the Trust at its
principal place of business or registered office.

                                      C-11


     The Holder of this Certificate, by accepting this Certificate, is deemed to
have agreed to the terms of the Indenture and the Debentures, including that the
Debentures are subordinate and junior in right of payment to all Senior Debt (as
defined in the Indenture) as and to the extent provided in the Indenture.

     Upon receipt of this Certificate, the Holder is bound by the Declaration
and is entitled to the benefits thereunder.

     This Certificate shall be governed and interpreted in accordance with the
laws of the State of Delaware without regard to any principles of conflicts of
laws thereof that would result in the application of the laws of any other
jurisdiction.

     IN WITNESS WHEREOF, the undersigned Regular Trustees of the Trust have
executed this Certificate on behalf of the Trust this ___ day of _____________,
____.

                                         MARATHON FINANCING TRUST __


                                         By________________________, as Regular
                                         Trustee
                                          Name:
                                          Title: Regular Trustee

                                         By________________________, as Regular
                                         Trustee
                                          Name:
                                          Title: Regular Trustee

                                      C-12


                          [FORM OF REVERSE OF SECURITY]

     Distributions payable on each Common Security will be fixed at a rate per
annum of ____% (the "Coupon Rate") of the stated liquidation amount of $___ per
Common Security, such rate being the rate of interest payable on the Debentures
to be held by the Property Trustee. Distributions in arrears for more than one
calendar quarter will accumulate additional distributions thereon at the Coupon
Rate per annum (to the extent permitted by applicable law), compounded
quarterly. The term "Distributions" as used herein means such periodic cash
distributions and any such additional distributions payable unless otherwise
stated. A Distribution will be made by the Property Trustee only to the extent
that interest payments are made in respect of the Debentures held by the
Property Trustee and to the extent the Trust has funds on hand legally available
therefor. The amount of Distributions payable for any period will be computed
for any full quarterly Distribution period on the basis of a 360-day year
consisting of twelve 30-day months, and for any period shorter than a full
quarterly Distribution period for which Distributions are computed,
Distributions will be computed on the basis of the actual number of days elapsed
per 90-day quarter.

     Distributions on the Common Securities will accumulate from ______________,
200___ and will be payable quarterly in arrears, on __________, __________,
__________ and __________ of each year, commencing on __________, 200_, except
as otherwise described below, but only if and to the extent that interest
payments are made in respect of the Debentures held by the Property Trustee. So
long as no Indenture Event of Default has occurred and is continuing with
respect to the Debentures, Marathon has the right under the Indenture for the
Debentures to defer payments of interest on the Debentures by extending the
interest payment period of the Debentures at any time and from time to time for
a period not exceeding 20 consecutive quarterly interest periods (each an
"Extension Period"), during which Extension Period no interest shall be due and
payable on the Debentures. As a consequence of such deferral, Distributions
shall also be deferred. Despite such deferral, Distributions will continue to
accumulate on the Common Securities with additional distributions thereon (to
the extent permitted by applicable law but not at a rate greater than the rate
at which interest is then accruing on the Debentures) at the Coupon Rate
compounded quarterly during any such Extension Period. No Extension Period shall
extend beyond the stated maturity of the Debentures. Prior to the termination of
any such Extension Period, Marathon may further extend such Extension Period;
PROVIDED that such Extension Period together with all such previous and further
extensions thereof may not exceed 20 consecutive quarterly interest periods or
extend beyond the maturity of the Debentures. Upon the termination of any
Extension Period and the payment of all amounts then due, Marathon may commence
a new Extension Period, subject to the foregoing provisions. On the first
Distribution payment date following the end of the Extension Period, payments of
accumulated Distributions will be payable to Holders of Common Securities as
they appear on the books and records of the Trust (regardless of who the Holders
may have been on other dates during the Extension Period) on the record date for
such Distribution payment date.

     The Common Securities shall be redeemable as provided in the Declaration.

                                      C-13


                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned assigns and transfers this Preferred
Security Certificate to:

     ----------------------------------------------------------------

     ----------------------------------------------------------------

     ----------------------------------------------------------------

     (Insert assignee's social security or tax identification number)

     ----------------------------------------------------------------

     ----------------------------------------------------------------

     ----------------------------------------------------------------

     (Insert address and zip code of assignee)

     and irrevocably appoints

     ----------------------------------------------------------------

     ----------------------------------------------------------------

     ________________________________________________________________ agent to
transfer this Common Security Certificate on the books of the Trust. The agent
may substitute another to act for him or her.

     Date:
          ------------------------

     Signature:
               ---------------------------------

     (Sign exactly as your name appears on the other side of this Common
Security Certificate)

                                      C-14

EX-4.11

                                                                    EXHIBIT 4.11

                              CERTIFICATE OF TRUST
                                       OF
                           MARATHON FINANCING TRUST I

          THIS CERTIFICATE OF TRUST of Marathon Financing Trust I (the "TRUST"),
dated as of August 29, 2002, is being duly executed and filed by the
undersigned, as trustees, to form a business trust under the Delaware Business
Trust Act (12 DEL. CODE Section 3801 ET SEQ.).

          1.   NAME. The name of the business trust being formed hereby is
"Marathon Financing Trust I."

          2.   DELAWARE TRUSTEE. The name and business address of the trustee of
the Trust with a principal place of business in the State of Delaware are The
Bank of New York (Delaware), 700 White Clay Center, Route 273, Newark, Delaware
19711.

          3.   EFFECTIVE DATE. This Certificate of Trust shall be effective at
the time of its filing with the Secretary of State of the State of Delaware.

          4.   COUNTERPARTS. This Certificate of Trust may be executed in one or
more counterparts.



          IN WITNESS WHEREOF, the undersigned, being all of the trustees of the
Trust at the time of filing this Certificate of Trust, have executed this
Certificate of Trust as of the date first above written.

                                         THE BANK OF NEW YORK (DELAWARE),
                                         not in its individual capacity,
                                         but solely as Delaware Trustee

                                         By: /s/ JAMES LONGSHAW
                                             -----------------------------------
                                             Name: James Longshaw
                                             Title: Senior Vice President


                                         THE BANK OF NEW YORK,
                                         not in its individual capacity,
                                         but solely as Property Trustee

                                         By: /s/ REMO J. REALE
                                             -----------------------------------
                                             Name: Remo J. Reale
                                             Title: Vice President


                                         P.C. REINBOLT,
                                         not in his individual capacity,
                                         but solely as Regular Trustee

                                         /s/ P.C. REINBOLT
                                         ---------------------------------------

EX-4.12

                                                                    EXHIBIT 4.12

                              CERTIFICATE OF TRUST
                                       OF
                           MARATHON FINANCING TRUST II

          THIS CERTIFICATE OF TRUST of Marathon Financing Trust II (the
"TRUST"), dated as of August 29, 2002, is being duly executed and filed by the
undersigned, as trustees, to form a business trust under the Delaware Business
Trust Act (12 DEL. CODE Section 3801 ET SEQ.).

          1.   NAME. The name of the business trust being formed hereby is
"Marathon Financing Trust II."

          2.   DELAWARE TRUSTEE. The name and business address of the trustee of
the Trust with a principal place of business in the State of Delaware are The
Bank of New York (Delaware), 700 White Clay Center, Route 273, Newark, Delaware
19711.

          3.   EFFECTIVE DATE. This Certificate of Trust shall be effective at
the time of its filing with the Secretary of State of the State of Delaware.

          4.   COUNTERPARTS. This Certificate of Trust may be executed in one or
more counterparts.



          IN WITNESS WHEREOF, the undersigned, being all of the trustees of the
Trust at the time of filing this Certificate of Trust, have executed this
Certificate of Trust as of the date first above written.

                                         THE BANK OF NEW YORK (DELAWARE),
                                         not in its individual capacity,
                                         but solely as Delaware Trustee

                                         By: /s/ JAMES LONGSHAW
                                             -----------------------------------
                                             Name: James Longshaw
                                             Title: Senior Vice President


                                         THE BANK OF NEW YORK,
                                         not in its individual capacity,
                                         but solely as Property Trustee

                                         By: /s/ REMO J. REALE
                                             -----------------------------------
                                             Name: Remo J. Reale
                                             Title: Vice President


                                         P.C. REINBOLT,
                                         not in his individual capacity,
                                         but solely as Regular Trustee

                                         /s/ P.C. REINBOLT
                                         ---------------------------------------

EX-4.14

                                                                    EXHIBIT 4.14

================================================================================


                                     FORM OF

                            MARATHON OIL CORPORATION

                               GUARANTEE AGREEMENT

                           MARATHON FINANCING TRUST __


                          Dated as of ___________, 200_

                             -----------------------


                             -----------------------

================================================================================



                                TABLE OF CONTENTS



                                                                                                               Page
                                                                                                               ----
                                                                                                           
ARTICLE I           DEFINITIONS...................................................................................1
      SECTION 1.1          Definitions............................................................................1

ARTICLE II          TRUST INDENTURE ACT...........................................................................5
      SECTION 2.1          Trust Indenture Act; Application.......................................................5
      SECTION 2.2          Lists of Holders of Preferred Securities...............................................5
      SECTION 2.3          Reports by the Guarantee Trustee.......................................................5
      SECTION 2.4          Periodic Reports to the Guarantee Trustee..............................................6
      SECTION 2.5          Evidence of Compliance with Conditions Precedent.......................................6
      SECTION 2.6          Events of Default; Waiver..............................................................6
      SECTION 2.7          Disclosure of Information..............................................................6
      SECTION 2.8          Conflicting Interest...................................................................7

ARTICLE III         POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE............................................7
      SECTION 3.1          Powers and Duties of the Guarantee Trustee.............................................7
      SECTION 3.2          Certain Rights and Duties of the Guarantee Trustee.....................................8
      SECTION 3.3          Not Responsible for Issuance of Guarantee.............................................10
      SECTION 3.4          The Guarantee Trustee May Own Preferred Securities....................................10
      SECTION 3.5          Moneys Received by the Guarantee Trustee to Be Held in Trust Without Interest.........10
      SECTION 3.6          Compensation and Expenses of Guarantee Trustee........................................10

ARTICLE IV          GUARANTEE TRUSTEE............................................................................11
      SECTION 4.1          Qualifications........................................................................11
      SECTION 4.2          Appointment, Removal and Resignation of the Guarantee Trustee.........................11

ARTICLE V           GUARANTEE....................................................................................12
      SECTION 5.1          Guarantee.............................................................................12
      SECTION 5.2          Waiver of Notice......................................................................12
      SECTION 5.3          Obligations Not Affected..............................................................12
      SECTION 5.4          Enforcement of Guarantee..............................................................13
      SECTION 5.5          Guarantee of Payment..................................................................14
      SECTION 5.6          Subrogation...........................................................................14
      SECTION 5.7          Independent Obligations...............................................................14

ARTICLE VI          LIMITATION OF TRANSACTIONS; SUBORDINATION....................................................14
      SECTION 6.1          Limitation of Transactions............................................................14
      SECTION 6.2          Subordination.........................................................................15

ARTICLE VII         TERMINATION..................................................................................15
      SECTION 7.1          Termination...........................................................................15

ARTICLE VIII        LIMITATION OF LIABILITY; INDEMNIFICATION.....................................................16
      SECTION 8.1          Exculpation...........................................................................16


                                        i


                                                                                                              
      SECTION 8.2          Indemnification.......................................................................16
      SECTION 8.3          Survive Termination...................................................................16

ARTICLE IX          MISCELLANEOUS................................................................................17
      SECTION 9.1          Successors and Assigns................................................................17
      SECTION 9.2          Amendments............................................................................17
      SECTION 9.3          Notices...............................................................................17
      SECTION 9.4          Genders...............................................................................18
      SECTION 9.5          Benefit...............................................................................18
      SECTION 9.6          Governing Law.........................................................................18
      SECTION 9.7          Counterparts..........................................................................18
      SECTION 9.8          [Exercise of Overallotment Option]....................................................18



                                       ii


                               GUARANTEE AGREEMENT

          This GUARANTEE AGREEMENT, dated as of ___________, 200_, is executed
and delivered by Marathon Oil Corporation, a Delaware corporation (the
"Guarantor"), and The Bank of New York, a New York banking corporation, as the
initial Guarantee Trustee (as defined herein) for the benefit of the Holders (as
defined herein) from time to time of the Preferred Securities (as defined
herein) of Marathon Financing Trust __, a Delaware statutory trust (the
"Issuer").

          WHEREAS, pursuant to an Amended and Restated Declaration of Trust (the
"Declaration"), dated as of __________, 200_, among the trustees of the Issuer
named therein, Marathon Oil Corporation, as Sponsor, and the Holders from time
to time of preferred undivided beneficial interests in the assets of the Issuer,
the Issuer may issue up to $___________ aggregate liquidation amount of its ___%
Trust Preferred Securities (the "Preferred Securities") representing preferred
undivided beneficial interests in the assets of the Issuer and having the terms
set forth in the Declaration, of which $__________ liquidation amount of
Preferred Securities is being issued as of the date hereof[. Up to the remaining
$__________ liquidation amount of Preferred Securities may be issued by the
Issuer if and to the extent that the overallotment option granted by the
Guarantor and the Issuer pursuant to the Underwriting Agreement (as defined in
the Declaration) is exercised by the Underwriters named in the Underwriting
Agreement]; and

          WHEREAS, as incentive for the Holders to purchase Preferred
Securities, the Guarantor desires to irrevocably and unconditionally agree, to
the extent set forth herein, to pay to the Holders the Guarantee Payments (as
defined herein) and to make certain other payments on the terms and conditions
set forth herein;

          NOW, THEREFORE, in consideration of the purchase by the initial
purchasers thereof of Preferred Securities, which purchase the Guarantor hereby
agrees shall benefit the Guarantor, the Guarantor executes and delivers this
Guarantee Agreement for the benefit of the Holders from time to time.

                                    ARTICLE I
                                   DEFINITIONS

     SECTION 1.1    DEFINITIONS.

          (a)   Capitalized terms used in this Guarantee Agreement but not
defined in the preamble or recitals above have the respective  meanings assigned
to them in this Section 1.1.

          (b)   A term defined  anywhere in this Guarantee  Agreement has the
same meaning throughout.

          (c)   All  references to "the  Guarantee  Agreement" or "this
Guarantee  Agreement" are to this Guarantee Agreement as modified,  supplemented
or amended from time to time.

                                        1


          (d)   All references in this Guarantee Agreement to Articles and
Sections are to Articles and Sections of this Guarantee Agreement unless
otherwise specified.

          (e)   A term  defined in the Trust  Indenture  Act has the same
meaning when used in this Guarantee  Agreement unless otherwise  defined in this
Guarantee Agreement or unless the context otherwise requires.

          (f)   A reference to the singular includes the plural and vice versa.

          "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by, or under direct or indirect common
control with, such specified Person. For purposes of this definition, "control"
of a Person shall mean the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise, and the terms "controlling" and
"controlled" shall have meanings correlative to the foregoing.

          "Commission" means the Securities and Exchange Commission.

          "Common Securities" means the securities representing common undivided
beneficial interests in the assets of the Issuer and having the terms set forth
in Article __ of the Declaration.

          "Common Stock" means the common stock, $.01 par value per share, of
the Guarantor, including associated preferred share purchase rights.

          "Debentures" means the series of [convertible] unsecured [senior]
[junior] [subordinated] debentures issued to the Property Trustee by the
Guarantor under the Indenture and entitled the "___% [Senior] [Junior]
[Subordinated] Debentures due ____."

          "Declaration" has the meaning set forth in the recitals above.

          "Declaration Event of Default" means any Event of Default as defined
in the Declaration.

          "Distributions" means the periodic distributions and other payments
payable to Holders in accordance with the terms of the Preferred Securities set
forth in Article 6.01 of the Declaration.

          "Event of Default" means a default by the Guarantor on any of its
payment or other obligations under this Guarantee Agreement; PROVIDED, HOWEVER,
that, except with respect to a default in payment of any Guarantee Payment, any
such default shall constitute an Event of Default only if the Guarantor shall
have received notice of such default and shall not have cured such default
within 60 days after receipt of such notice.

          "Extension Period" has the meaning set forth in Section ___ of the
Supplemental Indenture.

                                        2


          "Guarantee Payments" means the following payments or distributions,
without duplication, with respect to the Preferred Securities, to the extent not
paid or made by or on behalf of the Issuer: (i) any accumulated and unpaid
Distributions and the Redemption Price, including all accumulated and unpaid
Distributions to the date of redemption, with respect to the Preferred
Securities called for redemption by the Issuer, but only if and to the extent
that in each case the Guarantor has made a payment to the Property Trustee of
principal of, any premium or interest on the Debentures, and (ii) upon a
voluntary or involuntary dissolution, winding-up or termination of the Issuer
(other than in connection with the distribution of the Debentures to Holders in
exchange for Preferred Securities or the redemption of the Preferred Securities
in full upon the maturity or redemption of the Debentures as provided in the
Declaration), the lesser of (a) the aggregate of the liquidation amount and all
accumulated and unpaid Distributions on the Preferred Securities to the date of
payment, to the extent the Issuer has funds on hand legally available therefor,
and (b) the amount of assets of the Issuer remaining available for distribution
to Holders in liquidation of the Issuer as required by applicable law.

          "Guarantee Trustee" means The Bank of New York, a New York banking
corporation, until a Successor Guarantee Trustee has been appointed and has
accepted such appointment pursuant to the terms of this Guarantee Agreement, and
thereafter means each such Successor Guarantee Trustee.

          "Guarantor" has the meaning set forth in the recitals above.

          "Holder" means any holder, as registered on the books and records of
the Issuer, of any Preferred Securities; PROVIDED, HOWEVER, that in determining
whether the holders of the requisite percentage of Preferred Securities have
given any request, notice, consent or waiver hereunder, "Holder" shall not
include the Guarantor or any Affiliate of the Guarantor.

          "Indemnified Person" means the Guarantee Trustee, any Affiliate of the
Guarantee Trustee, and any officers, directors, shareholders, members, partners,
employees, representatives or agents of the Guarantee Trustee.

          "Indenture" means the Indenture dated as of _______________, 200_
between the Guarantor and _________________________, as trustee, as supplemented
by the _________ Supplemental Indenture thereto dated as of __________, 200_
(the "Supplemental Indenture"), pursuant to which the Debentures are to be
issued to the Property Trustee.

          "Issuer" has the meaning set forth in the recitals above.

          "Majority in liquidation amount of the Preferred Securities" means,
except as otherwise required by the Trust Indenture Act, Holder(s) of
outstanding Preferred Securities, voting together as a single class, who are the
record owners of Preferred Securities whose liquidation amount (including the
stated amount that would be paid on redemption, liquidation or otherwise, plus
accumulated and unpaid Distributions to the date upon which the voting
percentages are determined) represents more than 50% of the liquidation amount
of all outstanding Preferred Securities.

          "Officers' Certificate" means, with respect to any Person, a
certificate signed by the Chairman of the Board, any Vice Chairman of the Board,
the Chief Executive Officer, the

                                        3


President, the Chief Operating Officer, the Chief Financial Officer or any Vice
President, and by the Treasurer, any Assistant Treasurer, the Secretary or any
Assistant Secretary of such Person, and delivered to the Guarantee Trustee. One
of the officers signing an Officers' Certificate given pursuant to Section 2.4
shall be the principal executive, financial or accounting officer of the
Guarantor. Any Officers' Certificate delivered with respect to compliance with a
condition or covenant provided for in this Guarantee Agreement shall include:

          (i)   a statement that each officer signing such certificate has read
     such covenant or condition;

          (ii)  a brief statement as to the nature and scope of the examination
     or investigation upon which the statements or opinions contained in such
     certificate are based;

          (iii) a statement that, in the opinion of each such officer, he has
     made such examination or investigation as is necessary to enable him to
     express an informed opinion as to whether or not such covenant or condition
     has been complied with; and

          (iv)  a statement as to whether or not, in the opinion of such person,
     such condition or covenant has been complied with.

          "List of Holders" has the meaning set forth in Section 2.2(a).

          "Person" means any individual, corporation, partnership, limited
liability company, joint venture, incorporated or unincorporated association,
joint stock company, trust, unincorporated organization or government or other
agency or political subdivision thereof or other entity of any kind.

          "Preferred Securities" has the meaning set forth in the recitals
above.

          "Property Trustee" means the Person acting as Property Trustee under
the Declaration.

          "Redemption Price" means the amount payable on redemption of the
Preferred Securities in accordance with the terms of the Preferred Securities.

          "Resignation Request" has the meaning set forth in Section 4.2(d).

          "Responsible Officer" means, when used with respect to the Guarantee
Trustee, any officer within the corporate trust department of the Guarantee
Trustee, including any vice president, assistant vice president, assistant
secretary, assistant treasurer, trust officer or any other officer of the
Guarantee Trustee who customarily performs functions similar to those performed
by the Persons who at the time shall be such officers, respectively, or to whom
any corporate trust matter is referred because of such Person's knowledge of and
familiarity with the particular subject and, in either case, who shall have
direct responsibility for the administration of this Guarantee Agreement.

                                        4


          "Successor Guarantee Trustee" means a successor Guarantee Trustee
possessing the qualifications to act as a Guarantee Trustee under Section 4.1.

          "Supplemental Indenture" has the meaning specified in the definition
of Indenture.

          "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended.

                                   ARTICLE II
                               TRUST INDENTURE ACT

     SECTION 2.1    TRUST INDENTURE ACT; APPLICATION.

          (a)   This Guarantee Agreement is subject to the provisions of the
Trust Indenture Act that are required to be part of this Guarantee Agreement and
shall, to the extent applicable, be governed by such provisions.

          (b)   If and to the extent that any provision of this Guarantee
Agreement limits, qualifies or conflicts with the duties imposed by Sections 310
to 317, inclusive, of the Trust Indenture Act, such imposed duties shall
control.

          (c)   The application of the Trust Indenture Act to this Guarantee
Agreement shall not affect the nature of the Preferred Securities as equity
securities representing preferred undivided beneficial interests in the assets
of the Issuer.

     SECTION 2.2    LISTS OF HOLDERS OF PREFERRED SECURITIES.

          (a)   The Guarantor shall provide the Guarantee Trustee (unless the
Guarantee Trustee is the registrar of the Preferred Securities) (i) within 14
days after each record date for payment of Distributions, a list, in such form
as the Guarantee Trustee may reasonably require, of the names and addresses of
the Holders ("List of Holders") as of such date, and (ii) at any other time,
within 30 days of receipt by the Guarantor of a written request from the
Guarantee Trustee for a List of Holders, a List of Holders as of a date no more
than 15 days before such List of Holders is given to the Guarantee Trustee;
PROVIDED that in each case the Guarantor shall not be obligated to provide such
List of Holders at any time that the List of Holders does not differ from the
most recent List of Holders given to the Guarantee Trustee by the Guarantor. The
Guarantee Trustee shall preserve, in as current a form as is reasonably
practicable, all information contained in the Lists of Holders given to it;
PROVIDED that the Guarantee Trustee may destroy any List of Holders previously
given to it on receipt of a new List of Holders.

          (b)   The Guarantee Trustee shall comply with its obligations under
Section 312(b) of the Trust Indenture Act.

     SECTION 2.3    REPORTS BY THE GUARANTEE TRUSTEE.

          Within 60 days after May 15 of each year, commencing May 15, 2003,
the Guarantee Trustee shall deliver to the Holders such reports as are required
by Section 313 of the Trust Indenture Act, if any, in the form, in the manner
and at the times

                                        5


provided by Section 313 of the Trust Indenture Act. The Guarantee Trustee shall
also comply with the other requirements of Section 313 of the Trust Indenture
Act. A copy of each such report shall, at the time of such transmission to the
Holders, be filed by the Guarantee Trustee with the Guarantor, with each stock
exchange or quotation system upon which any Preferred Securities are listed or
traded (if so listed or traded) and also with the Commission. The Guarantor
agrees to notify the Guarantee Trustee when any Preferred Securities become
listed on any stock exchange or quotation system and of any delisting thereof.

     SECTION 2.4    PERIODIC REPORTS TO THE GUARANTEE TRUSTEE.

          The Guarantor shall provide to the Guarantee Trustee, the Commission
and the Holders, as applicable, such documents, reports and information (if any)
as required by Section 314(a)(1)-(3) of the Trust Indenture Act and the
compliance certificates required by Section 314(a)(4) and (c) of the Trust
Indenture Act, any such certificates to be provided in the form, in the manner
and at the times required by Section 314(a)(4) and (c) of the Trust Indenture
Act (PROVIDED that any certificate to be provided pursuant to Section 314(a)(4)
of the Trust Indenture Act shall be provided within 120 days of the end of each
fiscal year of the Issuer). Delivery of such reports, information and documents
to the Guarantee Trustee is for informational purposes only and the Guarantee
Trustee's receipt thereof shall not constitute constructive notice of any
information contained therein, including the Guarantor's compliance with any of
its covenants hereunder (as to which the Guarantee Trustee is entitled to rely
exclusively on Officers' Certificates or on certificates provided pursuant to
this Section 2.4).

     SECTION 2.5    EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.

          The Guarantor shall provide to the Guarantee Trustee such evidence of
compliance with any conditions precedent, if any, provided for in this Guarantee
Agreement which relate to any of the matters set forth in Section 314(c) of the
Trust Indenture Act. Any certificate or opinion required to be given by an
officer pursuant to Section 314(c) may be given in the form of an Officers'
Certificate.

     SECTION 2.6    EVENTS OF DEFAULT; WAIVER.

          (a)   The Holders of a Majority in liquidation amount of the Preferred
Securities may, by vote, on behalf of the Holders, waive any past Event of
Default and its consequences. Upon such waiver, any such Event of Default shall
cease to exist, and any Event of Default arising therefrom shall be deemed to
have been cured for every purpose of this Guarantee Agreement, but no such
waiver shall extend to any subsequent or other default or Event of Default, or
impair any right consequent thereon.

          (b)   The right of any Holder to receive payment of the Guarantee
Payments in accordance with this Guarantee Agreement, or to institute suit for
the enforcement of any such payment, shall not be impaired without the consent
of each such Holder.

     SECTION 2.7    DISCLOSURE OF INFORMATION.

          The disclosure of information as to the names and addresses of the
Holders in accordance with Section 312 of the Trust Indenture Act, regardless of
the source from which

                                        6


such information was derived, shall not be deemed to be a violation of any
existing law, or any law hereafter enacted which does not specifically refer to
Section 312 of the Trust Indenture Act, nor shall the Guarantee Trustee be held
accountable by reason of mailing any material pursuant to a request made under
Section 312(b) of the Trust Indenture Act.

     SECTION 2.8    CONFLICTING INTEREST.

          (a)   The Declaration shall be deemed to be specifically described in
this Guarantee Agreement for the purposes of clause (i) of the first proviso
contained in Section 310(b) of the Trust Indenture Act.

          (b)   The Guarantee Trustee shall comply with its obligations under
Sections 310(b) and 311 of the Trust Indenture Act.

                                  ARTICLE III
               POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

     SECTION 3.1    POWERS AND DUTIES OF THE GUARANTEE TRUSTEE.

          (a)   This Guarantee Agreement shall be held by the Guarantee Trustee
in trust for the benefit of the Holders. The Guarantee Trustee shall not
transfer its right, title and interest in this Guarantee Agreement to any Person
except a Successor Guarantee Trustee on acceptance by such Successor Guarantee
Trustee of its appointment to act as Guarantee Trustee or to a Holder exercising
his or her rights pursuant to Section 5.4(iv). The right, title and interest of
the Guarantee Trustee to this Guarantee Agreement shall vest automatically in
each Person who may hereafter be appointed as Guarantee Trustee in accordance
with Article IV. Such vesting and cessation of title shall be effective whether
or not conveyancing documents have been executed and delivered.

          (b)   If an Event of Default has occurred and is continuing, the
Guarantee Trustee shall enforce this Guarantee Agreement for the benefit of the
Holders.

          (c)   This Guarantee Agreement and all moneys received by the
Guarantee Trustee in respect of the Guarantee Payments will not be subject to
any right, charge, security interest, lien or claim of any kind in favor of, or
for the benefit of, the Guarantee Trustee or its agents or their creditors.

          (d)   The Guarantee Trustee shall, within 90 days after the occurrence
of an Event of Default known to a Responsible Officer of the Guarantee Trustee,
transmit by mail, first class postage prepaid, to the Holders, as their names
and addresses appear upon the List of Holders, notice of all such Events of
Default, unless such defaults shall have been cured before the giving of such
notice; PROVIDED that the Guarantee Trustee shall be protected in withholding
such notice if and so long as the board of directors, the executive committee or
a trust committee of directors and/or Responsible Officers of the Guarantee
Trustee in good faith determines that the withholding of such notice is in the
interests of the Holders. The Guarantee Trustee shall not be deemed to have
knowledge of any Event of Default except any Event of Default as to which the
Guarantee Trustee shall have received written notice or a Responsible Officer
charged with

                                        7


the administration of this Guarantee Agreement shall have obtained written
notice of such Event of Default.

          (e)   The Guarantee Trustee shall continue to serve as a trustee until
a Successor Guarantee Trustee has been appointed and accepted that appointment
in accordance with Article IV.

     SECTION 3.2    CERTAIN RIGHTS AND DUTIES OF THE GUARANTEE TRUSTEE.

          (a)   The Guarantee Trustee, before the occurrence of an Event of
Default and after the curing or waiving of all Events of Default that may have
occurred, shall undertake to perform only such duties as are specifically set
forth in this Guarantee Agreement, and no implied covenants shall be read into
this Guarantee Agreement against the Guarantee Trustee. In case an Event of
Default has occurred (that has not been cured or waived pursuant to Section
2.6), the Guarantee Trustee shall exercise such of the rights and powers vested
in it by this Guarantee Agreement, and use the same degree of care and skill in
its exercise thereof, as a prudent person would exercise or use under the
circumstances in the conduct of his own affairs.

          (b)   No provision of this Guarantee Agreement shall be construed to
relieve the Guarantee Trustee from liability for its own negligent action, its
own negligent failure to act or its own willful misconduct, except that:

          (i)   prior to the occurrence of an Event of Default and after the
     curing or waiving of all such Events of Default that may have occurred:

               (A) the duties and obligations of the Guarantee Trustee shall be
          determined solely by the express provisions of this Guarantee
          Agreement, and the Guarantee Trustee shall not be liable except for
          the performance of such duties and obligations as are specifically set
          forth in this Guarantee Agreement; and

               (B) in the absence of bad faith on the part of the Guarantee
          Trustee, the Guarantee Trustee may conclusively rely, as to the truth
          of the statements and the correctness of the opinions expressed
          therein, upon any certificates or opinions furnished to the Guarantee
          Trustee and conforming to the requirements of this Guarantee
          Agreement; PROVIDED, HOWEVER, that in the case of any such
          certificates or opinions that by any provision hereof or the Trust
          Indenture Act are specifically required to be furnished to the
          Guarantee Trustee, the Guarantee Trustee shall be under a duty to
          examine the same to determine whether or not they conform to the
          requirements of this Guarantee Agreement or the Trust Indenture Act,
          as the case may be (but need not confirm or investigate the accuracy
          of mathematical calculations or other facts stated therein);

          (ii)   the Guarantee Trustee shall not be liable for any error of
     judgment made in good faith by a Responsible Officer of the Guarantee
     Trustee, unless it shall be proved that the Guarantee Trustee was negligent
     in ascertaining the pertinent facts upon which such judgment was made;

                                        8


          (iii) the Guarantee Trustee shall not be liable with respect to any
     action taken or omitted to be taken by it in good faith in accordance with
     the direction of the Holders of a Majority in liquidation amount of the
     Preferred Securities relating to the time, method and place of conducting
     any proceeding for any remedy available to the Guarantee Trustee, or
     exercising any trust or power conferred upon the Guarantee Trustee under
     this Guarantee Agreement; and

          (iv)  no provision of this Guarantee Agreement shall require the
     Guarantee Trustee to expend or risk its own funds or otherwise incur
     personal financial liability in the performance of any of its duties or in
     the exercise of any of its rights or powers, if it shall have reasonable
     grounds for believing that the repayment of such funds or liability is not
     reasonably assured to it under the terms of this Guarantee Agreement or
     indemnity reasonably satisfactory to it against such risk or liability is
     not reasonably assured to it.

          (c)   Subject to the provisions of Section 3.2(a) and (b):

          (i)   whenever in the administration of this Guarantee Agreement, the
     Guarantee Trustee shall deem it desirable that a matter be proved or
     established prior to taking, suffering or omitting any action hereunder,
     the Guarantee Trustee (unless other evidence is herein specifically
     prescribed) may, in the absence of bad faith on its part, request and rely
     upon an Officers' Certificate, which, upon receipt of such request, shall
     be promptly delivered by the Guarantor;

          (ii)  the Guarantee Trustee (A) may consult with counsel (which may be
     counsel to the Guarantor or any of its Affiliates and may include any of
     its employees) selected by it in good faith and with due care and the
     advice or opinion of such counsel with respect to legal matters shall be
     full and complete authorization and protection in respect of any action
     taken, suffered or omitted by it hereunder in good faith and in reliance
     thereon and in accordance with such advice and opinion and (B) shall have
     the right at any time to seek instructions concerning the administration of
     this Guarantee Agreement from any court of competent jurisdiction;

          (iii) the Guarantee Trustee may execute any of the trusts or powers
     hereunder or perform any duties hereunder either directly or by or through
     agents or attorneys, and the Guarantee Trustee shall not be responsible for
     any willful misconduct or negligence on the part of any agent or attorney
     appointed by it in good faith and with due care;

          (iv) the Guarantee Trustee shall be under no obligation to exercise
     any of the rights or powers vested in it by this Guarantee Agreement at the
     request or direction of any Holder, unless such Holder shall have offered
     to the Guarantee Trustee security and indemnity reasonably satisfactory to
     the Guarantee Trustee against the costs, expenses (including attorneys'
     fees and expenses) and liabilities that might be incurred by it in
     complying with such request or direction; PROVIDED that nothing contained
     in this clause (iv) shall relieve the Guarantee Trustee of the obligation,
     upon the occurrence of an Event of Default (which has not been cured or
     waived) to exercise such of the rights and powers vested in it by this
     Guarantee Agreement, and to use the same degree of care and skill in

                                        9


     this exercise as a prudent person would exercise or use under the
     circumstances in the conduct of his own affairs; and

          (v)   any action taken by the Guarantee Trustee or its agents
     hereunder shall bind the Holders, and the signature of the Guarantee
     Trustee or its agents alone shall be sufficient and effective to perform
     any such action; and no third party shall be required to inquire as to the
     authority of the Guarantee Trustee to so act, or as to its compliance with
     any of the terms and provisions of this Guarantee Agreement, both of which
     shall be conclusively evidenced by the Guarantee Trustee's or its agent's
     taking such action.

     SECTION 3.3    NOT RESPONSIBLE FOR ISSUANCE OF GUARANTEE.

          The Guarantee Trustee makes no representations as to the validity or
sufficiency of this Guarantee Agreement.

     SECTION 3.4    THE GUARANTEE TRUSTEE MAY OWN PREFERRED SECURITIES.

          The Guarantee Trustee, in its individual or any other capacity, may
become the owner or pledgee of Preferred Securities and, subject to the
provisions of Section 4.1, may otherwise deal with the Guarantor with the same
rights it would have if it were not the Guarantee Trustee.

     SECTION 3.5    MONEYS RECEIVED BY THE GUARANTEE TRUSTEE TO BE HELD IN
TRUST WITHOUT INTEREST.

          All moneys received by the Guarantee Trustee in respect of Guarantee
Payments shall, until used or applied as herein provided, be held in trust for
the purposes for which they were received, but need not be segregated from other
funds except to the extent required by law. The Guarantee Trustee shall be under
no liability for interest on any moneys received by it hereunder except such as
it may agree in writing to pay thereon.

     SECTION 3.6    COMPENSATION AND EXPENSES OF GUARANTEE TRUSTEE.

          The Guarantor covenants and agrees to pay to the Guarantee Trustee
from time to time, and the Guarantee Trustee shall be entitled to, such
compensation as the Guarantor and the Guarantee Trustee shall from time to time
agree in writing (which shall not be limited by any provision of law in regard
to the compensation of a Guarantee Trustee of an express trust) for all services
rendered by it in the exercise and performance of any of the powers and duties
hereunder of the Guarantee Trustee, and the Guarantor will pay or reimburse the
Guarantee Trustee upon its request for all reasonable expenses, disbursements
and advances incurred or made by the Guarantee Trustee in accordance with any of
the provisions of this Guarantee Agreement (including the reasonable
compensation and the reasonable expenses and disbursements of its counsel and of
all persons not regularly in its employ) except any such expense, disbursement
or advance as may arise from its negligence or bad faith. The Guarantor also
covenants to indemnify each of the Guarantee Trustee or any predecessor
Guarantee Trustee and their officers, agents, directors and employees for, and
to hold them harmless against, any and all loss, liability, damage, claim or
expense including taxes (other than taxes based upon, measured by or determined
by the income, profit, franchise or doing business of the Guarantee

                                       10


Trustee) incurred without negligence or bad faith on the part of the Guarantee
Trustee and arising out of or in connection with the acceptance or
administration of this trust, including the reasonable costs and expenses of
defending itself against any claim (whether asserted by the Guarantor, any
Holder or any other Person) of liability in the premises. The provisions of this
Section 3.6 shall survive the termination of this Guarantee Agreement and
resignation or removal of the Guarantee Trustee.

                                   ARTICLE IV
                                GUARANTEE TRUSTEE

     SECTION 4.1    QUALIFICATIONS.

          There shall at all times be a Guarantee Trustee that shall:

          (i)   not be an Affiliate of the Guarantor; and

          (ii)  be a national banking association or corporation organized and
     doing business under the laws of the United States of America or any State
     or Territory thereof or of the District of Columbia, or a corporation or
     Person permitted by the Commission to act as an institutional trustee under
     the Trust Indenture Act, authorized under such laws to exercise corporate
     trust powers, having a combined capital and surplus of at least
     $50,000,000, and subject to supervision or examination by Federal, State,
     Territorial or District of Columbia authority. If such corporation
     publishes reports of condition at least annually, pursuant to law or to the
     requirements of the supervising or examining authority referred to above,
     then for the purposes of this clause (ii), the combined capital and surplus
     of such corporation shall be deemed to be its combined capital and surplus
     as set forth in its most recent report of condition so published.

          If at any time the Guarantee Trustee shall cease to satisfy the
requirements of clauses (i) and (ii) above, the Guarantee Trustee shall
immediately resign in the manner and with the effect set out in Section 4.2. If
the Guarantee Trustee has or shall acquire any "conflicting interest" within the
meaning of Section 310(b) of the Trust Indenture Act, the Guarantee Trustee and
the Guarantor shall in all respects comply with the provisions of Section 310(b)
of the Trust Indenture Act.

     SECTION 4.2    APPOINTMENT, REMOVAL AND RESIGNATION OF THE GUARANTEE
TRUSTEE.

          (a)   Subject to Section 4.2(b), the Guarantee Trustee may be
appointed or removed without cause at any time by the Guarantor.

          (b)   The Guarantee Trustee shall not be removed in accordance with
Section 4.2(a) until a Successor Guarantee Trustee possessing the qualifications
to act as Guarantee Trustee under Section 4.1 has been appointed and has
accepted such appointment by written instrument executed by such Successor
Guarantee Trustee and delivered to the Guarantor and the Guarantee Trustee being
removed.

          (c)   The Guarantee Trustee appointed to office shall hold office
until its successor shall have been appointed or until its removal or
resignation.

                                       11


          (d)   The Guarantee Trustee may resign from office (without need for
prior or subsequent accounting) by an instrument (a "Resignation Request") in
writing signed by the Guarantee Trustee and delivered to the Guarantor, which
resignation shall take effect upon such delivery or upon such later date as is
specified therein; PROVIDED, HOWEVER, that no such resignation of the Guarantee
Trustee shall be effective until a Successor Guarantee Trustee possessing the
qualifications to act as Guarantee Trustee under Section 4.1 has been appointed
and has accepted such appointment by instrument executed by such Successor
Guarantee Trustee and delivered to the Guarantor and the resigning Guarantee
Trustee.

          (e)   If no Successor Guarantee Trustee shall have been appointed and
accepted appointment as provided in this Section 4.2 within 60 days after
delivery to the Guarantor of a Resignation Request or receipt of a notice of
removal by the Guarantee Trustee, the Guarantee Trustee resigning or to be
removed may, at the expense of the Guarantor, petition any court of competent
jurisdiction for appointment of a Successor Guarantee Trustee. Such court may
thereupon after such notice, if any, as it may deem proper, appoint a Successor
Guarantee Trustee.

                                    ARTICLE V
                                    GUARANTEE

     SECTION 5.1    GUARANTEE.

          The Guarantor irrevocably and unconditionally agrees to pay in full to
the Holders the Guarantee Payments (without duplication of amounts theretofore
paid by the Issuer), as and when due, regardless of any defense, right of
set-off or counterclaim which the Issuer may have or assert. The Guarantor's
obligation to make a Guarantee Payment may be satisfied by direct payment of the
required amounts by the Guarantor to the Holders or to the Guarantee Trustee for
remittance to the Holders or by causing the Issuer to pay such amounts to the
Holders.

     SECTION 5.2    WAIVER OF NOTICE.

          The Guarantor hereby waives notice of acceptance of this Guarantee
Agreement and of any liability to which it applies or may apply, presentment,
demand for payment, any right to require a proceeding first against the Issuer
or any other Person before proceeding against the Guarantor, protest, notice of
nonpayment, notice of dishonor, notice of redemption and all other notices and
demands. Notwithstanding anything to the contrary herein, the Guarantor retains
all of its rights under the Indenture to extend the interest payment period on
the Debentures and the Guarantor shall not be obligated hereunder to make any
Guarantee Payment during any Extension Period with respect to the Distributions
on the Preferred Securities.

     SECTION 5.3    OBLIGATIONS NOT AFFECTED.

          The obligations, covenants, agreements and duties of the Guarantor
under this Guarantee Agreement shall in no way be affected or impaired by reason
of the happening from time to time of any of the following:

                                       12


          (a)   the release or waiver, by operation of law or otherwise, of the
performance or observance by the Issuer of any express or implied agreement,
covenant, term or condition relating to the Preferred Securities to be performed
or observed by the Issuer;

          (b)   the extension of time for the payment by the Issuer of all or
any portion of the Distributions (other than an extension of time for payment of
Distributions that result from any Extension Period), Redemption Price,
Liquidation Distribution (as defined in the Declaration) or any other sums
payable under the terms of the Preferred Securities or the extension of time for
the performance of any other obligation under, arising out of, or in connection
with, the Preferred Securities (other than an extension of time for payment of
Distributions that result from any Extension Period);

          (c)   any failure, omission, delay or lack of diligence on the part of
the Guarantee Trustee or the Holders to enforce, assert or exercise any right,
privilege, power or remedy conferred on the Guarantee Trustee or the Holders
pursuant to the terms hereof or of the Preferred Securities, respectively, or
any action on the part of the Issuer granting indulgence or extension of any
kind;

          (d)   the voluntary or involuntary liquidation, dissolution, sale of
any collateral, receivership, insolvency, bankruptcy, assignment for the benefit
of creditors, reorganization, arrangement, composition or readjustment of debt
of, or other similar proceedings affecting, the Issuer or any of the assets of
the Issuer;

          (e)   any invalidity of, or defect or deficiency in, the Preferred
Securities;

          (f)   the settlement or compromise of any obligation guaranteed hereby
or hereby incurred; or

          (g)   any other circumstance whatsoever that might otherwise
constitute a legal or equitable discharge or defense of a guarantor, it being
the intent of this Section 5.3 that the obligations of the Guarantor with
respect to the Guarantee Payments shall be absolute and unconditional under any
and all circumstances.

          There shall be no obligation of the Guarantee Trustee or the Holders
to give notice to, or obtain consent of, the Guarantor with respect to the
happening of any of the foregoing.

     SECTION 5.4    ENFORCEMENT OF GUARANTEE.

          The Guarantor and the Guarantee Trustee expressly acknowledge and
agree that (i) this Guarantee Agreement will be deposited with the Guarantee
Trustee to be held for the benefit of the Holders; (ii) the Guarantee Trustee
has the right to enforce this Guarantee Agreement on behalf of the Holders;
(iii) subject to the provisions of Section 3.2, Holders representing not less
than a Majority in liquidation amount of the Preferred Securities have the right
to direct the time, method and place of conducting any proceeding for any remedy
available to the Guarantee Trustee in respect of this Guarantee Agreement or
exercising any trust or other power conferred upon the Guarantee Trustee under
this Guarantee Agreement; and (iv) if the Guarantee Trustee fails to enforce
this Guarantee Agreement as provided in clauses (ii) and (iii)

                                       13


above, any Holder may institute a legal proceeding directly against the
Guarantor to enforce its rights under this Guarantee Agreement, without first
instituting a legal proceeding against the Issuer, the Guarantee Trustee or any
other Person. Notwithstanding the foregoing, if the Guarantor has failed to make
a Guarantee Payment, a Holder may directly institute a proceeding against the
Guarantor for enforcement of this Guarantee Agreement for such payment without
first instituting a legal proceeding against the Issuer, the Guarantee Trustee
or any other Person.

     SECTION 5.5    GUARANTEE OF PAYMENT.

          This Guarantee Agreement creates a guarantee of payment and not merely
of collection. This Guarantee Agreement will not be discharged except by payment
of the Guarantee Payments in full (without duplication of amounts theretofore
paid by the Issuer) or upon the distribution of the Debentures to the Holders as
provided in the Declaration.

     SECTION 5.6    SUBROGATION.

          The Guarantor shall be subrogated to all (if any) rights of the
Holders against the Issuer in respect of any amounts paid to the Holders by the
Guarantor under this Guarantee Agreement; PROVIDED, HOWEVER, that the Guarantor
shall not (except to the extent required by mandatory provisions of law) be
entitled to enforce or exercise any rights which it may acquire by way of
subrogation or any indemnity, reimbursement or other agreement, in all cases as
a result of payment under this Guarantee Agreement, if, at the time of any such
payment, any amounts are due and unpaid under this Guarantee Agreement. If any
amount shall be paid to the Guarantor in violation of the preceding sentence,
the Guarantor agrees to hold such amount in trust for the Holders and to pay
over such amount to the Holders or to the Guarantee Trustee for remittance to
the Holders.

     SECTION 5.7    INDEPENDENT OBLIGATIONS.

          The Guarantor acknowledges that its obligations hereunder are
independent of the obligations of the Issuer with respect to the Preferred
Securities and that the Guarantor shall be liable as principal and as debtor
hereunder to make Guarantee Payments pursuant to the terms of this Guarantee
Agreement notwithstanding the occurrence of any event referred to in subsections
(a) through (g), inclusive, of Section 5.3 hereof.

                                   ARTICLE VI
                    LIMITATION OF TRANSACTIONS; SUBORDINATION

     SECTION 6.1    LIMITATION OF TRANSACTIONS.

          So long as any Preferred Securities remain outstanding, the Guarantor
shall not (a) make any payment of principal, interest or premium, if any, on or
repay, repurchase or redeem any debt securities that rank PARI PASSU with or
junior to the Debentures in the right of payment, or (b) make any guarantee
payments with respect to any guarantee by the Guarantor of any securities of any
of its subsidiaries if such guarantee ranks PARI PASSU with or junior to the
Debentures in the right of payment or (c) declare or pay any dividends or
distributions on, or redeem, purchase, acquire or make a liquidation payment
with respect to, any of the Guarantor's capital stock, except for or as a result
of (i) dividends or distributions in, or options, warrants or

                                       14


rights to subscribe for or purchase, the Guarantor's Common Stock; (ii) any
declaration of a dividend in connection with the implementation of a
shareholder's rights plan, or the issuance of shares under any such plan in the
future, or the redemption or repurchase of any such rights pursuant thereto;
(iii) a reclassification of the Guarantor's capital stock solely into shares of
one or more classes or series of the Guarantor's capital stock or the exchange
or conversion of one class or series of the Guarantor's capital stock for or
into another class or series of the Guarantor's capital stock; (iv) the purchase
of fractional interests in shares of the Guarantor's capital stock pursuant to
the conversion or exchange provisions of such capital stock or the security
being converted or exchanged; and (v) the purchase of the Guarantor's Common
Stock in connection with the Guarantor's normal course issuer bid-purchases for
the satisfaction by the Guarantor of its obligations under any benefit plans for
the Guarantor and the Guarantor's subsidiaries' directors, officers or employees
or under any of the Guarantor's dividend reinvestment plans, if at such time (i)
the Guarantor shall be in default with respect to its Guarantee Payments or
other payment obligations hereunder, (ii) there shall have occurred and be
continuing any event of default under the Declaration or (iii) the Guarantor
shall have given notice of its election of an Extension Period and such period,
or any extension thereof, is continuing. In addition, so long as any Preferred
Securities remain outstanding, the Guarantor (i) will remain the sole direct or
indirect owner of all of the outstanding Common Securities and shall not cause
or permit the Common Securities to be transferred except to the extent such
transfer is permitted under the Declaration; PROVIDED that any permitted
successor of the Guarantor under the Indenture may succeed to the Guarantor's
direct or indirect ownership of the Common Securities, (ii) will cause the
holder of the Common Securities to satisfy the requirements of Section 4.03 of
the Declaration and (iii) will use reasonable efforts to cause the Issuer to
continue to be treated as a grantor trust for United States federal income tax
purposes, except in connection with a distribution of Debentures as provided in
the Declaration.

     SECTION 6.2    SUBORDINATION.

          This Guarantee Agreement will constitute an unsecured obligation of
the Guarantor and will rank (i) subordinate and junior in right of payment to
[all] [other] [senior] liabilities of the Guarantor, [except those made PARI
PASSU or subordinate by their terms,] and (ii) senior to [all capital stock now
or hereafter issued by the Guarantor] [and to any guarantee now or hereafter
entered into by the Guarantor in respect of any of its capital stock].

          If a Declaration Event of Default has occurred and is continuing under
the Declaration, the rights of the holders of the Common Securities to receive
Guarantee Payments will be subordinated to the rights of the Holders to receive
Guarantee Payments.

                                   ARTICLE VII
                                   TERMINATION

     SECTION 7.1    Termination.

          This Guarantee Agreement shall terminate and be of no further force
and effect (i) upon full payment of the Redemption Price of all Preferred
Securities, (ii) upon the distribution of Debentures [, or any securities into
which such Debentures are convertible,] to Holders and holders of Common
Securities in exchange for all of the Preferred Securities and Common

                                       15


Securities or (iii) upon full payment of the amounts payable in accordance with
the Declaration upon liquidation of the Issuer. Notwithstanding the foregoing,
this Guarantee Agreement will continue to be effective or will be reinstated, as
the case may be, if at any time any Holder must restore payment of any sums paid
with respect to the Preferred Securities or under this Guarantee Agreement.

                                  ARTICLE VIII
                    LIMITATION OF LIABILITY; INDEMNIFICATION

     SECTION 8.1    EXCULPATION.

          (a)   No Indemnified Person shall be liable, responsible or
accountable in damages or otherwise to the Guarantor or any Holder for any loss,
damage or claim incurred by reason of any act or omission performed or omitted
by such Indemnified Person in good faith in accordance with this Guarantee
Agreement and in a manner such Indemnified Person reasonably believed to be
within the scope of the authority conferred on such Indemnified Person by this
Guarantee Agreement or by law, except that an Indemnified Person shall be liable
for any such loss, damage or claim incurred by reason of such Indemnified
Person's negligence or willful misconduct with respect to such acts or
omissions.

          (b)  An Indemnified Person shall be fully protected in relying in good
faith upon the records of the Guarantor and upon such information, opinions,
reports or statements presented to the Guarantor by any Person as to matters the
Indemnified Person reasonably believes are within such other Person's
professional or expert competence and who has been selected with reasonable care
by or on behalf of the Guarantor, including information, opinions, reports or
statements as to the value or amount of the assets, liabilities, profits, losses
or any other facts pertinent to the existence and amount of assets from which
Distributions to Holders might properly be paid.

     SECTION 8.2    INDEMNIFICATION.

          To the fullest extent permitted by applicable law, the Guarantor
shall indemnify and hold harmless each Indemnified Person from and against any
loss, damage or claim incurred by such Indemnified Person arising out of or in
connection with the acceptance or administration of the trust or trusts
hereunder or by reason of any act or omission performed or omitted by such
Indemnified Person in good faith in accordance with this Guarantee Agreement
and in a manner such Indemnified Person reasonably believed to be within the
scope of authority conferred on such Indemnified Person by this Guarantee
Agreement, except that no Indemnified Person shall be entitled to be
indemnified in respect of any loss, damage or claim incurred by such
Indemnified Person by reason of negligence or willful misconduct with respect
to such acts or omissions.

     SECTION 8.3    SURVIVE TERMINATION.

          The provisions of Sections 8.1 and 8.2 shall survive the termination
of this Guarantee Agreement or the resignation or removal of the Guarantee
Trustee.

                                       16


                                   ARTICLE IX
                                  MISCELLANEOUS

     SECTION 9.1    SUCCESSORS AND ASSIGNS.

          All guarantees and agreements contained in this Guarantee Agreement
shall bind the successors, assignees, receivers, trustees and representatives of
the Guarantor and shall inure to the benefit of the Guarantee Trustee and the
Holders then outstanding. Except in connection with a consolidation, merger or
sale involving the Guarantor that is permitted under Article 8.01 of the
Indenture, the Guarantor shall not assign its obligations hereunder.

     SECTION 9.2    AMENDMENTS.

          Except with respect to any changes which do not adversely affect the
rights of Holders in any material respect (in which case no consent of Holders
will be required), this Guarantee Agreement may only be amended with the prior
approval of the Guarantor, the Guarantee Trustee and the Holders of not less
than a Majority in liquidation amount of the Preferred Securities. The
provisions of Section 12.02 of the Declaration concerning meetings of Holders
shall apply to the giving of such approval.

     SECTION 9.3    NOTICES.

          Any notice, request or other communication required or permitted to be
given hereunder shall be in writing, in English, duly signed by the party giving
such notice, and delivered, telecopied or mailed by first class mail as follows:

          (a)   if given to the Guarantor, to the address set forth below or
such other address as the Guarantor may give notice of to the Holders:

          Marathon Oil Corporation
          5555 San Felipe Road
          Houston, Texas 77056-2723
          Attention:________________

          Facsimile:________________

          (b)   if given to the Guarantee Trustee, to the address set forth
below or such other address as the Guarantee Trustee may give notice of to the
Holders:

                  The Bank of New York
                  101 Barclay Street, Floor 8W
                  New York, New York 10286
                  Attention: Corporate Trust Administration
                  Facsimile: (212) 815-5704

          (c)   if given to any Holder, at the address set forth on the books
and records of the Issuer.

                                       17


          All notices hereunder shall be deemed to have been given when (i)
received in person, (ii) telecopied with receipt confirmed or (iii) received if
mailed by first class mail, postage prepaid, except that if a notice or other
document is refused delivery or cannot be delivered because of a changed address
of which no notice was given, such notice or other document shall be deemed to
have been delivered on the date of such refusal or inability to deliver.

     SECTION 9.4    GENDERS.

          The masculine, feminine and neuter genders used herein shall include
the masculine, feminine and neuter genders.

     SECTION 9.5    BENEFIT.

          This Guarantee Agreement is solely for the benefit of the Guarantee
Trustee and the Holders and, subject to Section 3.1(a), is not separately
transferable from the Preferred Securities.

     SECTION 9.6    GOVERNING LAW.

          THIS GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD
TO ANY PRINCIPLES OF CONFLICTS OF LAWS THEREOF THAT WOULD RESULT IN THE
APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION).

     SECTION 9.7    COUNTERPARTS.

          This Guarantee Agreement may be executed in multiple counterparts,
each of which shall be an original; but all such counterparts shall together
constitute one and the same instrument.

     SECTION 9.8    [EXERCISE OF OVERALLOTMENT OPTION.

          If and to the extent that Preferred Securities are issued by the
Issuer upon exercise of the overallotment option referred to in the first
recital to this Guarantee Agreement, the Guarantor agrees to give prompt notice
thereof to the Guarantee Trustee, but the failure to give such notice shall not
relieve the Guarantor of any of its obligations hereunder.]

                                       18


          THIS GUARANTEE AGREEMENT is executed as of the day and year first
above written.

                                  MARATHON OIL CORPORATION

                                  By:
                                     ----------------------------------------
                                     Name:
                                          -----------------------------------
                                     Title:
                                           ----------------------------------


                                  THE BANK OF NEW YORK
                                       as Guarantee Trustee

                                  By:
                                     ----------------------------------------
                                     Name:
                                          -----------------------------------
                                     Title:
                                           ----------------------------------

                                       19

EX-5.1

                       [LETTERHEAD OF BAKER BOTTS L.L.P.]


September 5, 2002

00B540.0302


Marathon Oil Corporation
5555 San Felipe Road
Houston, Texas 77056-2799


Gentlemen:

     Marathon Oil Corporation ("Marathon"), a Delaware corporation, has engaged
us to render to it the opinions we express below in connection with the
offering of the following securities which Marathon or Marathon Financing Trust
I or Marathon Financing Trust II (each a "Trust"), each a statutory Delaware
trust, may offer, issue and sell from time to time at an aggregate initial
offering price that, without duplication of amounts, will not exceed
$2,735,719,300 (those securities issuable by Marathon being "Securities" and
those securities constituting trust preferred securities issuable by a Trust
being "Trust Securities"):

     -  unsecured senior, subordinated and junior subordinated debt securities
        of Marathon;

     -  shares of Marathon's common stock, par value $1.00 per share, and the
        associated rights to purchase shares of Marathon's preferred stock;

     -  shares of Marathon's preferred stock, without par value;

     -  warrants to purchase other Securities;

     -  stock purchase contracts of Marathon;

     -  stock purchase units of Marathon, consisting of (1) a stock purchase
        contract of Marathon and (2) a beneficial interest in Trust Securities,
        Securities consisting of debt securities or debt obligations of third
        parties securing the holders' obligation to purchase Marathon's common
        stock under the stock purchase contracts;

     -  Trust Securities; and

     -  guarantees of Trust Securities by Marathon.




BAKER BOTTS L.L.P.

 Marathon Oil Corporation                   2                  September 5, 2002


     Concurrently with our delivery of this letter, Marathon and the Trusts are
filing with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "1933 Act"), a registration statement on Form S-3,
relating to the offering and sale of the Securities under the 1933 Act's Rule
415.  In this letter, "Registration Statement" means that registration
statement, as amended, when it becomes effective under the 1933 Act, and
"Prospectus" means a prospectus the Registration Statement includes.

     For purposes of the opinions we express below, we have examined, among
other agreements, instruments and documents, the following:

     -  the Registration Statement and its exhibits, including:

        -  the senior indenture included as Exhibit 4.4;

        -  the subordinated indenture included as Exhibit 4.5;

        -  the form of junior subordinated indenture included as Exhibit 4.6
           (the "Junior Subordinated Indenture Form"); and

        -  the form of guarantee agreement included as Exhibit 4.14 (the
           "Guarantee Agreement Form");

     -  Marathon's restated certificate of incorporation and by-laws, each as
        amended through the date of this letter (the "Charter Documents"); and

     -  the originals, or copies certified or otherwise identified, of corporate
        records of Marathon, certificates of public officials and of
        representatives of Marathon, statutes and other instruments and
        documents.


     We base the opinions we express below in part on the following assumptions
we have made:

     -  the Registration Statement and any post-effective amendments thereto
        will have become effective under the 1933 Act;

     -  for each type or series of Securities Marathon offers by means of a
        Prospectus, Marathon will have prepared and filed with the SEC under the
        1933 Act a prospectus supplement which describes that type or series
        and, if Securities of another type or series are issuable on the
        conversion, exchange, redemption or exercise of the Securities being
        offered, which also describes that other type or series;

     -  for Trust Securities either Trust offers by means of a Prospectus, that
        Trust will have prepared and filed with the SEC under the 1933 Act a
        prospectus supplement that describes those Trust Securities;




BAKER BOTTS L.L.P.

 Marathon Oil Corporation                   3                  September 5, 2002


     -  Marathon will have offered, issued and sold the Securities, and each
        Trust will have offered, issued and sold its Trust Securities, in the
        manner the Registration Statement and the relevant prospectus
        supplements describe and otherwise in compliance with all applicable
        federal and state securities laws;

     -  in the case of Securities of any type which Marathon or either of the
        Trusts issues and sells, the board of directors of Marathon or any
        committee of one or more members of that board which that board has duly
        designated in accordance with the Charter Documents and applicable
        Delaware law (that board or any such committee being the "Board") will
        have taken all corporate action necessary to:

        -  authorize the issuance of those Securities and the other Securities,
           if any, issuable on the conversion, exchange, redemption or exercise
           of those Securities; and

        -  approve the terms of the offering and sale of those Securities;

     -  Marathon and the initial purchasers of the Securities of any type will
        have duly authorized, executed and delivered a definitive purchase
        agreement relating to those Securities, and each Trust and the initial
        purchasers of its Trust Securities will have duly authorized, executed
        and delivered a definitive purchase agreement relating to those Trust
        Securities;

     -  in the case of any Securities issuable on the conversion, exchange,
        redemption or exercise of other Securities, those Securities will be
        available for issuance on that conversion, exchange, redemption or
        exercise;

     -  in the case of debt securities of any series issuable under an indenture
        the Securities include:

        -  if those debt securities are junior subordinated debt securities of
           Marathon, an indenture substantially in the form of the Junior
           Subordinated Indenture Form will have been duly executed and
           delivered by Marathon and the trustee under that indenture;

        -  in accordance with the terms of the indenture under which those debt
           securities will be issued, the Board will have designated and
           established the terms of the series to which those debt securities
           belong and those debt securities will not include any provision that
           is unenforceable;

        -  the indenture under which those debt securities will be issued will
           have become qualified under the Trust Indenture Act of 1939, as
           amended; and

        -  forms of securities complying with the terms of the indenture under
           which those debt securities will be issued and evidencing those debt
           securities




BAKER BOTTS L.L.P.

 Marathon Oil Corporation                   4                  September 5, 2002


           will have been duly executed, authenticated, issued and delivered in
           accordance with the provisions of that indenture and either:

           -  the provisions of the applicable purchase agreement under which
              Marathon will sell those Securities; or

           -  if issued on conversion, exchange, redemption or exercise of any
              other Securities, the applicable provisions of that Security or
              the agreement or instrument under which that conversion, exchange,
              redemption or exercise will be effected;

     -  in the case of guarantees of Trust Securities the Securities include,
        the Board will have established the terms of those guarantees, a
        guarantee agreement substantially in the form of the Guarantee Agreement
        Form will have been duly executed and delivered by Marathon and the
        trustee under that agreement, that guarantee agreement will have become
        qualified under the Trust Indenture Act of 1939, as amended, and will
        not contain any provision that is unenforceable and those guarantees
        will have been duly issued and delivered in accordance with the
        provisions of that guarantee agreement and the applicable purchase
        agreement under which Marathon will sell those Securities;

     -  in the case of shares of preferred stock of any series the Securities
        include, the Board will have duly adopted resolutions designating and
        establishing the terms of that series and caused a certificate of
        designations respecting that series to be prepared and filed with the
        Secretary of State of the State of Delaware;

     -  in the case of any warrants the Securities include, the Board will
        have established the terms of those warrants and approved the warrant
        agreement relating thereto, that warrant agreement will have been duly
        executed and delivered by Marathon and the warrant agent under that
        warrant agreement, neither those warrants nor that warrant agreement
        will include any provision that is unenforceable and those warrants will
        have been duly executed, issued and delivered in accordance with the
        provisions of that warrant agreement and the applicable purchase
        agreement under which Marathon will sell those securities;

     -  in the case of shares of common or preferred stock or warrants the
        Securities include, certificates representing those shares or warrants
        will have been duly executed, countersigned, registered and delivered in
        accordance with the provisions of the Charter Documents and either:

        -  the provisions of the applicable purchase agreement under which
           Marathon will sell those Securities; or

        -  if issued on conversion, exchange, redemption or exercise of any
           other Securities, the applicable provisions of that Security or the
           agreement or




BAKER BOTTS L.L.P.

 Marathon Oil Corporation                  5                  September 5, 2002


           instrument under which that conversion, exchange, redemption or
           exercise will be effected;

     -  in the case of each share of common or preferred stock the Securities
        include, the purchase price therefor payable to Marathon, or, if those
        shares are issuable on the conversion, exchange, redemption or exercise
        of another Security, the consideration payable to Marathon for that
        conversion, exchange, redemption or exercise will not be less than the
        par value of that share, in the case of shares of common stock, or the
        lesser of that purchase price or that consideration, as the case may be,
        or the amount of that purchase price or that consideration, as the case
        may be, timely determined by the Board to constitute the stated capital
        applicable to that share, in the case of shares of preferred stock;

     -  in the case of stock purchase contracts the Securities include, the
        Board will have established the terms of those stock purchase contracts
        and approved the purchase contract agreement relating thereto, those
        stock purchase contracts and that purchase contract agreement will have
        been duly executed and delivered by the parties thereto, neither those
        stock purchase contracts nor that purchase contract agreement will
        include any provision that is unenforceable and those stock purchase
        contracts will have been duly issued and delivered in accordance with
        the provisions of the applicable purchase agreement under which Marathon
        will sell those Securities; and

     -  in the case of stock purchase units the Securities include:  the Board
        will have established the terms of those stock purchase units and the
        terms of the Securities, if any, those stock purchase units include; if
        those stock purchase units include Trust Securities, those Trust
        Securities will be legal, valid and binding obligations of the
        applicable Trust, enforceable against the applicable Trust in accordance
        with their terms; if those stock purchase units include securities other
        than Securities or Trust Securities, those other securities will have
        been duly and validly executed, issued and delivered by their issuer and
        will be legal, valid and binding obligations of their issuer in
        accordance with their terms; no agreement or other instrument
        establishing those stock purchase units or defining the rights of the
        holders of those stock purchase units will contain any provision that is
        unenforceable; and those stock purchase units will have been duly issued
        and delivered in accordance with the applicable purchase agreement under
        which Marathon will sell those securities.

        1.  Marathon is a corporation duly incorporated and validly existing in
     good standing under the laws of the State of Delaware.

        2.  The shares of common stock and preferred stock the Securities
     include will, when issued, have been duly authorized and validly issued and
     will be fully paid and nonassessable.




BAKER BOTTS L.L.P.

 Marathon Oil Corporation                   6                  September 5, 2002


        3.  The debt securities, warrants, guarantees, stock purchase contracts
     and stock purchase units the Securities include will, when issued,
     constitute legal, valid and binding obligations of Marathon, enforceable
     against Marathon in accordance with their respective terms, except as that
     enforcement is subject to (a) any applicable bankruptcy, insolvency,
     reorganization, moratorium, fraudulent transfer or conveyance or other
     laws relating to or affecting creditors' rights generally, (b) general
     principles of equity (regardless of whether that enforceability is
     considered in a proceeding in equity or at law) and (c) any implied
     covenants of good faith and fair dealing.

     We limit the opinions we express above in all respects to matters of the
laws of the State of New York and the General Corporation Law of the State of
Delaware, each as in effect on the date hereof.

     We hereby consent to the filing of this opinion of counsel as Exhibit 5.1
to the Registration Statement.  We also consent to the reference to our Firm
under the heading "Legal Matters" in the Prospectus.  In giving this consent,
we do not hereby admit we are in the category of persons whose written consent
Section 7 of the 1933 Act requires to be filed with the Registration Statement.


                                        Very truly yours,

                                        /s/ Baker Botts L.L.P.



TWP/GMS

EX-5.2

                                                                     EXHIBIT 5.2

                 [Letterhead of Richards, Layton & Finger, P.A.]


                                September 5, 2002


Marathon Financing Trust I
c/o Marathon Oil Corporation
5555 San Felipe Road
Houston, Texas  77056-2723

          Re:  MARATHON FINANCING TRUST I

Ladies and Gentlemen:

          We have acted as special Delaware counsel for Marathon Oil
Corporation, a Delaware corporation (the "Company"), and Marathon Financing
Trust I, a Delaware statutory trust (the "Trust"), in connection with the
matters set forth herein. At your request, this opinion is being furnished to
you.

          For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:

          (a)  The Certificate of Trust of the Trust, dated as of August 29,
2002 (the "Certificate"), as filed in the office of the Secretary of State of
the State of Delaware (the "Secretary of State") on August 30, 2002;

          (b)  The Declaration of Trust, dated as of August 29, 2002, among the
Company, as sponsor, and the trustees of the Trust named therein;

          (c)  The Registration Statement (the "Registration Statement") on Form
S-3, including a preliminary prospectus (the "Prospectus") relating to the Trust
Preferred Securities of the Trust representing preferred undivided beneficial
interests in the assets of the Trust (each, a "Trust Preferred Security" and
collectively, the "Trust Preferred Securities"), as proposed to be filed by the
Company, the Trust and others with the Securities and Exchange Commission on or
about September 5, 2002;



Marathon Financing Trust I
September 5, 2002
Page 2


          (d)  A form of Amended and Restated Declaration of Trust of the Trust,
to be entered into among the Company, as sponsor, the trustees of the Trust
named therein, and the holders, from time to time, of undivided beneficial
interests in the assets of the Trust (including Exhibits A, B and C thereto)
(the "Declaration"), attached as an exhibit to the Registration Statement; and

          (e)  A Certificate of Good Standing for the Trust, dated September 3,
2002, obtained from the Secretary of State.

          Capitalized terms used herein and not otherwise defined are used as
defined in the Declaration.

          For purposes of this opinion, we have not reviewed any documents other
than the documents listed in paragraphs (a) through (e) above. In particular, we
have not reviewed any document (other than the documents listed in paragraphs
(a) through (e) above) that is referred to in or incorporated by reference into
the documents reviewed by us. We have assumed that there exists no provision in
any document that we have not reviewed that is inconsistent with the opinions
stated herein. We have conducted no independent factual investigation of our own
but rather have relied solely upon the foregoing documents, the statements and
information set forth therein and the additional matters recited or assumed
herein, all of which we have assumed to be true, complete and accurate in all
material respects.

          With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.

          For purposes of this opinion, we have assumed (i) that the Declaration
and the Certificate are in full force and effect and have not been amended, (ii)
except to the extent provided in paragraph 1 below, that each of the parties to
the documents examined by us has been duly created, organized or formed, as the
case may be, and is validly existing in good standing under the laws of the
jurisdiction governing its creation, organization or formation, (iii) the legal
capacity of natural persons who are signatories to the documents examined by us,
(iv) that each of the parties to the documents examined by us has the power and
authority to execute and deliver, and to perform its obligations under, such
documents, (v) that each of the parties to the documents examined by us has duly
authorized, executed and delivered such documents, (vi) that each Person to whom
a Trust Preferred Security is to be issued by the Trust (collectively, the
"Preferred Security Holders") will receive a Preferred Securities Certificate
for such Trust Preferred Security and will pay for the Trust Preferred Security
acquired by it, in accordance with the Declaration and the Registration
Statement, and (vii) that the Trust Preferred Securities will be issued and sold
to the Preferred Security Holders in accordance with the Declaration and the
Registration Statement. We have not participated in the preparation of the
Registration Statement and assume no responsibility for its contents.



Marathon Financing Trust I
September 5, 2002
Page 3


          This opinion is limited to the laws of the State of Delaware
(excluding the securities laws and blue sky laws of the State of Delaware), and
we have not considered and express no opinion on the laws of any other
jurisdiction, including federal laws and rules and regulations relating thereto.
Our opinions are rendered only with respect to Delaware laws and rules,
regulations and orders thereunder that are currently in effect.

          Based upon the foregoing, and upon our examination of such questions
of law and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:

          1.   The Trust has been duly created and is validly existing in good
standing as a statutory trust under the Delaware Statutory Trust Act (12 DEL. C.
Section 3801, ET SEQ.).

          2.   The Trust Preferred Securities will represent valid and, subject
to the qualifications set forth in paragraph 3 below, fully paid and
nonassessable undivided beneficial interests in the assets of the Trust.

          3.   The Preferred Security Holders, as beneficial owners of the
Trust, will be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Preferred Security
Holders may be obligated pursuant to the Declaration to (a) pay taxes or other
governmental charges that may be imposed in connection with any transfer or
exchange of Trust Preferred Securities or the issuance of replacement Preferred
Securities Certificates and (b) provide reasonable security and indemnity in
connection with requests of or directions to the Property Trustee to exercise
its rights and remedies under the Declaration.

          We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. In addition, we
hereby consent to the use of our name under the heading "Legal Matters" in the
Prospectus. In giving the foregoing consents, we do not thereby admit that we
come within the category of Persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder. Except as stated above, without
our prior written consent, this opinion may not be furnished to, or relied upon
by, any other Person for any purpose.

                                       Very truly yours,


                                       /s/ Richards, Layton & Finger, P.A.

EX-5.3

                                                                     EXHIBIT 5.3

                 [Letterhead of Richards, Layton & Finger, P.A.]


                                September 5, 2002


Marathon Financing Trust II
c/o Marathon Oil Corporation
5555 San Felipe Road
Houston, Texas  77056-2723

          Re:  MARATHON FINANCING TRUST II

Ladies and Gentlemen:

          We have acted as special Delaware counsel for Marathon Oil
Corporation, a Delaware corporation (the "Company"), and Marathon Financing
Trust II, a Delaware statutory trust (the "Trust"), in connection with the
matters set forth herein. At your request, this opinion is being furnished to
you.

          For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:

          (a)  The Certificate of Trust of the Trust, dated as of August 29,
2002 (the "Certificate"), as filed in the office of the Secretary of State of
the State of Delaware (the "Secretary of State") on August 30, 2002;

          (b)  The Declaration of Trust, dated as of August 29, 2002, among the
Company, as sponsor, and the trustees of the Trust named therein;

          (c)  The Registration Statement (the "Registration Statement") on Form
S-3, including a preliminary prospectus (the "Prospectus") relating to the Trust
Preferred Securities of the Trust representing preferred undivided beneficial
interests in the assets of the Trust (each, a "Trust Preferred Security" and
collectively, the "Trust Preferred Securities"), as proposed to be filed by the
Company, the Trust and others with the Securities and Exchange Commission on or
about September 5, 2002;



Marathon Financing Trust II
September 5, 2002
Page 2


          (d)  A form of Amended and Restated Declaration of Trust of the Trust,
to be entered into among the Company, as sponsor, the trustees of the Trust
named therein, and the holders, from time to time, of undivided beneficial
interests in the assets of the Trust (including Exhibits A, B and C thereto)
(the "Declaration"), attached as an exhibit to the Registration Statement; and

          (e)  A Certificate of Good Standing for the Trust, dated September 3,
2002, obtained from the Secretary of State.

          Capitalized terms used herein and not otherwise defined are used as
defined in the Declaration.

          For purposes of this opinion, we have not reviewed any documents other
than the documents listed in paragraphs (a) through (e) above. In particular, we
have not reviewed any document (other than the documents listed in paragraphs
(a) through (e) above) that is referred to in or incorporated by reference into
the documents reviewed by us. We have assumed that there exists no provision in
any document that we have not reviewed that is inconsistent with the opinions
stated herein. We have conducted no independent factual investigation of our own
but rather have relied solely upon the foregoing documents, the statements and
information set forth therein and the additional matters recited or assumed
herein, all of which we have assumed to be true, complete and accurate in all
material respects.

          With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.

          For purposes of this opinion, we have assumed (i) that the Declaration
and the Certificate are in full force and effect and have not been amended, (ii)
except to the extent provided in paragraph 1 below, that each of the parties to
the documents examined by us has been duly created, organized or formed, as the
case may be, and is validly existing in good standing under the laws of the
jurisdiction governing its creation, organization or formation, (iii) the legal
capacity of natural persons who are signatories to the documents examined by us,
(iv) that each of the parties to the documents examined by us has the power and
authority to execute and deliver, and to perform its obligations under, such
documents, (v) that each of the parties to the documents examined by us has duly
authorized, executed and delivered such documents, (vi) that each Person to whom
a Trust Preferred Security is to be issued by the Trust (collectively, the
"Preferred Security Holders") will receive a Preferred Securities Certificate
for such Trust Preferred Security and will pay for the Trust Preferred Security
acquired by it, in accordance with the Declaration and the Registration
Statement, and (vii) that the Trust Preferred Securities will be issued and sold
to the Preferred Security Holders in accordance with the Declaration and the
Registration Statement. We have not participated in the preparation of the
Registration Statement and assume no responsibility for its contents.



Marathon Financing Trust II
September 5, 2002
Page 3


          This opinion is limited to the laws of the State of Delaware
(excluding the securities laws and blue sky laws of the State of Delaware), and
we have not considered and express no opinion on the laws of any other
jurisdiction, including federal laws and rules and regulations relating thereto.
Our opinions are rendered only with respect to Delaware laws and rules,
regulations and orders thereunder that are currently in effect.

          Based upon the foregoing, and upon our examination of such questions
of law and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:

          1.   The Trust has been duly created and is validly existing in good
standing as a statutory trust under the Delaware Statutory Trust Act (12 DEL. C.
Section 3801, ET SEQ.).

          2.   The Trust Preferred Securities will represent valid and, subject
to the qualifications set forth in paragraph 3 below, fully paid and
nonassessable undivided beneficial interests in the assets of the Trust.

          3.   The Preferred Security Holders, as beneficial owners of the
Trust, will be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Preferred Security
Holders may be obligated pursuant to the Declaration to (a) pay taxes or other
governmental charges that may be imposed in connection with any transfer or
exchange of Trust Preferred Securities or the issuance of replacement Preferred
Securities Certificates and (b) provide reasonable security and indemnity in
connection with requests of or directions to the Property Trustee to exercise
its rights and remedies under the Declaration.

          We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. In addition, we
hereby consent to the use of our name under the heading "Legal Matters" in the
Prospectus. In giving the foregoing consents, we do not thereby admit that we
come within the category of Persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder. Except as stated above, without
our prior written consent, this opinion may not be furnished to, or relied upon
by, any other Person for any purpose.

                                          Very truly yours,


                                          /s/ Richards, Layton & Finger, P.A.

EX-23.1

                                                                    Exhibit 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our reports dated February 15, 2002 relating to the
financial statements and financial statement schedule, which appear in Marathon
Oil Corporation's Annual Report on Form 10-K for the year ended December 31,
2001. We also consent to the reference to us under the heading "Experts" in
such Registration Statement.


/s/ PricewaterhouseCoopers

Houston, Texas
September 5, 2002

EX-24.1

                                                                    EXHIBIT 24.1

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS:

     That the undersigned director, President and Chief Executive Officer of
Marathon Oil Corporation, a Delaware corporation (the "Company") hereby
constitutes and appoints John T. Mills and Albert G. Adkins, or any one of them,
as my true and lawful attorneys-in-fact and agents, each with the power of
substitution and re-substitution, to sign and execute, for me and on my behalf,
a universal shelf registration statement on Form S-1, S-3 or other appropriate
form, including without limitation any registration statement of the type
contemplated by Rule 462(b) of the rules and regulations promulgated under the
Securities Act of 1933, as amended, in connection with registering, in addition
to the $685,719,300 of existing registered shelf capacity, $2.5 billion
aggregate amount of common stock, preferred stock and other equity securities,
debt securities, trust preferred securities and/or other securities, including
without limitation, (i) warrants or other securities convertible into or
exchangeable for other equity or debt securities, (ii) contracts that would
obligate the holders thereof to purchase from the Company, and the Company to
sell to the holders, a specified number of shares of common stock at a future
date ("Stock Purchase Contracts"), (iii) capital or preferred securities (the
"Preferred Securities") of one or more business trusts or other financial
entities (collectively, the "Trusts"), (iv) guarantees by the Company of payment
("Trust Preferred Guarantees") with regard to the Preferred Securities, (v)
debentures and other debt securities issued to the Trusts ("Debentures" and,
collectively with the Preferred Securities and the Trust Preferred Guarantees,
the "Trust Preferred Securities") and (vi) units consisting of (A) stock
Purchase contracts and (B) debt securities of the Company, Trust Preferred
Securities or debt obligations of third parties, including all amendments
thereto, including post-effective amendments, or other filings as may be
required pursuant to the Securities Act of 1933, as amended (the "Act"), the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), including the
rules and regulations of the Securities and Exchange Commission promulgated
thereunder, and the Trust Indenture Act of 1939, as amended (the "Trust Act"),
in such form as they or any one or more of them may approve, and to do any and
all other acts which said attorneys-in-fact may deem necessary or desirable to
enable the Company to comply with the Act, the Exchange Act, the Trust and the
rules and regulations thereunder.

     IN WITNESS WHEREOF, I have hereunto set my hand this 24th day of April,
2002.


                                                    /s/ CLARENCE P. CAZALOT, JR.
                                                    ----------------------------
                                                    Clarence P. Cazalot, Jr.



                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS:

     That the undersigned Chief Financial Officer of Marathon Oil Corporation, a
Delaware corporation (the "Company") hereby constitutes and appoints Clarence P.
Cazalot, Jr. and Albert G. Adkins, or any one of them, as my true and lawful
attorneys-in-fact and agents, each with the power of substitution and
re-substitution, to sign and execute, for me and on my behalf, a universal shelf
registration statement on Form S-1, S-3 or other appropriate form, including
without limitation any registration statement of the type contemplated by Rule
462(b) of the rules and regulations promulgated under the Securities Act of
1933, as amended, in connection with registering, in addition to the
$685,719,300 of existing registered shelf capacity, $2.5 billion aggregate
amount of common stock, preferred stock and other equity securities, debt
securities, trust preferred securities and/or other securities, including
without limitation. (i) warrants or other securities convertible into or
exchangeable for other equity or debt securities, (ii) contracts that would
obligate the holders thereof to purchase from the Company, and the Company to
sell to the holders, a specified number of shares of common stock at a future
date ("Stock Purchase Contracts"), (iii) capital or preferred securities (the
"Preferred Securities") of one or more business trusts or other financing
entities (collectively, the "Trusts"), (iv) guarantees by the Company of payment
("Trust Preferred Guarantees") with regard to the Preferred Securities, (v)
debentures and other debt securities issued to the Trusts ("Debentures" and,
collectively with the Preferred Securities and the Trust Preferred Guarantees,
the "Trust Preferred Securities") and (vi) units consisting of (A) Stock
Purchase Contracts and (B) debt securities of the Company, Trust Preferred
Securities or debt obligations of third parties, including all amendments
thereto, including post-effective amendments, or other filings as may be
required pursuant to the Securities Act of 1933, as amended (the "Act"), the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), including the
rules and regulations of the Securities and Exchange Commission promulgated
thereunder, and the Trust Indenture Act of 1939, as amended (the "Trust Act"),
in such form as they or any one or more of them may approve, and to do any and
all other acts which said attorneys-in-fact may deem necessary or desirable to
enable the Company to comply with the Act, the Exchange Act, the Trust Act and
the rules and regulations thereunder.

     IN WITNESS WHEREOF, I have hereunto set my hand this 24th day of April,
2002.


                                                        /s/ JOHN T. MILLS
                                                        ------------------------
                                                        John T. Mills



                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS:

     That the undersigned Vice President, Accounting and Controller of Marathon
Oil Corporation, a Delaware corporation (the "Company") hereby constitutes and
appoints Clarence P. Cazalot, Jr. and John T. Mills, or any one of them, as my
true and lawful attorneys-in-fact and agents, each with the power of
substitution and re-substitution, to sign and execute, for me and on my behalf,
a universal shelf registration statement on Form S-1, S-3 or other appropriate
form, including without limitation any registration statement of the type
contemplated by Rule 462(b) of the rules and regulations promulgated under the
Securities Act of 1933, as amended, in connection with registering, in addition
to the $685,719,300 of existing registered shelf capacity, $2.5 billion
aggregate amount of common stock, preferred stock and other equity securities,
debt securities, trust preferred securities and/or other securities, including
without limitation, (i) warrants or other securities convertible into or
exchangeable for other equity or debt securities, (ii) contracts that would
obligate the holders thereof to purchase from the Company, and the Company to
sell to the holders, a specified number of shares of common stock at a future
date ("Stock Purchase Contracts"), (iii) capital or preferred securities (the
"Preferred Securities") of one or more business trusts or other financing
entities (collectively, the "Trusts"), (iv) guarantees by the Company of payment
("Trust Preferred Guarantees") with regard to the Preferred Securities, (v)
debentures and other debt securities issued to the Trusts ("Debentures" and,
collectively with the Preferred Securities and the Trust Preferred Guarantees,
the "Trust Preferred Securities") and (vi) units consisting of (A) Stock
Purchase Contracts and (B) debt securities of the Company, Trust Preferred
Securities or debt obligations of third parties, including all amendments
thereto, including post-effective amendments, or other filings as may be
required pursuant to the Securities Act of 1933, as amended (the "Act"), the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), including the
rules and regulations of the Securities and Exchange Commission promulgated
thereunder, and the Trust Indenture Act of 1939, as amended (the "Trust Act"),
in such form as they or any one or more of them may approve, and to do any and
all other acts which said attorneys-in-fact may deem necessary or desirable to
enable the Company to comply with the Act, the Exchange Act, the Trust Act and
the rules and regulations thereunder.

     IN WITNESS WHEREOF, I have hereunto set my hand this 24th day of April,
2002.


                                                        /s/ ALBERT G. ADKINS
                                                        ------------------------
                                                        Albert G. Adkins



                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS:

     That the undersigned director of Marathon Oil Corporation, a Delaware
corporation (the "Company") hereby constitutes and appoints Clarence P. Cazalot,
Jr., John T. Mills and Albert G. Adkins, or any one of them, as my true and
lawful attorneys-in-fact and agents, each with the power of substitution and
re-substitution, to sign and execute, for me and on my behalf, a universal shelf
registration statement on Form S-1, S-3 or other appropriate form, including
without limitation any registration statement of the type contemplated by Rule
462(b) of the rules and regulations promulgated under the Securities Act of
1933, as amended, in connection with registering. In addition to the
$685,719,300 of existing registered shelf capacity, $2.5 billion aggregate
amount of common stock, preferred stock and other equity securities, debt
securities, trust preferred securities and/or other securities, including
without limitation, (i) warrants or other securities convertible into or
exchangeable for other equity or debt securities, (ii) contracts that would
obligate the holders thereof to purchase from the Company, and the Company to
sell to the holders, a specified number of shares of common stock at a future
date ("Stock Purchase Contracts"), (iii) capital or preferred securities (the
"Preferred Securities") of one or more business trusts or other financing
entities (collectively, the "Trusts"), (iv) guarantees by the Company of payment
("Trust Preferred Guarantees") with regard to the Preferred Securities, (v)
debentures and other debt securities issued to the Trusts ("Debentures" and,
collectively with the Preferred Securities and the Trust Preferred Guarantees,
the "Trust Preferred Securities") and (vi) units consisting of (A) Stock
Purchase Contracts and (B) debt securities of the Company, Trust Preferred
Securities or debt obligations of third parties, including all amendments
thereto, including post-effective amendments or other filings as may be required
pursuant to the Securities Act of 1933, as amended (the "Act"), the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), including the rules and
regulations of the Securities and Exchange Commission promulgated thereunder,
and the Trust Indenture Act of 1939, as amended (the "Trust Act"), in such form
as they or any one or more of them may approve, and to do any and all other acts
which said attorneys-in-fact may deem necessary or desirable to enable the
Company to comply with the Act, the Exchange Act, the Trust Act and the rules
and regulations thereunder.

     IN WITNESS WHEREOF, I have hereunto set my hand this 24th day of April,
2002.


                                                        /s/ DAVID A. DABERKO
                                                        ------------------------
                                                        David A. Daberko



                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS:

     That the undersigned director of Marathon Oil Corporation, a Delaware
corporation (the "Company") hereby constitutes and appoints Clarence P. Cazalot,
Jr., John T. Mills and Albert G. Adkins, or any one of them, as my true and
lawful attorneys-in-fact and agents, each with the power of substitution and
re-substitution, to sign and execute, for me and on my behalf, a universal shelf
registration statement on Form S-1, S-3 or other appropriate form, including
without limitation any registration statement of the type contemplated by Rule
462(b) of the rules and regulations promulgated under the Securities Act of
1933, as amended, in connection with registering, in addition to the
$235,719,300 of existing registered shelf capacity, up to $2.5 billion aggregate
amount of common stock, preferred stock and other equity securities, debt
securities, trust preferred securities and/or other securities, including
without limitation, (i) warrants or other securities convertible into or
exchangeable for other equity or debt securities, (ii) contracts that would
obligate the holders thereof to purchase from the Company, and the Company to
sell to the holders, a specified number of shares of common stock at a future
date ("Stock Purchase Contracts"), (iii) capital or preferred securities (the
"Preferred Securities") of one or more business trusts or other financing
entities (collectively, the "Trusts"), (iv) guarantees by the Company of payment
("Trust Preferred Guarantees") with regard to the Preferred Securities, (v)
debentures and other debt securities issued to the Trusts ("Debentures" and,
collectively with the Preferred Securities and the Trust Preferred Guarantees,
the "Trust Preferred Securities") and (vi) units consisting of (A) Stock
Purchase Contracts and (B) debt securities of the Company, Trust Preferred
Securities or debt obligations of third parties, including all amendments
thereto, including post-effective amendments, any and all exhibits and documents
relating thereto, or other filings as may be required pursuant to the Securities
Act of 1933, as amended (the "Act"), the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), including the rules and regulations of the
Securities and Exchange Commission promulgated thereunder, and the Trust
Indenture Act of 1939, as amended (the "Trust Act"), in such form as they or any
one or more of them may approve, and to do any and all other acts which said
attorneys-in-fact may deem necessary or desirable to enable the Company to
comply with the Act, the Exchange Act, the Trust Act and the rules and
regulations thereunder.

     IN WITNESS WHEREOF, I have hereunto set my hand this 1st day of September,
2002.


                                                        /s/ WILLIAM L. DAVIS
                                                        ------------------------
                                                        William L. Davis



                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS:

     That the undersigned director of Marathon Oil Corporation, a Delaware
corporation (the "Company") hereby constitutes and appoints Clarence P. Cazalot,
Jr., John T. Mills and Albert G. Adkins, or any one of them, as my true and
lawful attorneys-in-fact and agents, each with the power of substitution and
re-substitution, to sign and execute, for me and on my behalf, a universal shelf
registration statement on Form S-1, S-3 or other appropriate form, including
without limitation any registration statement of the type contemplated by Rule
462(b) of the rules and regulations promulgated under the Securities Act of
1933, as amended, in connection with registering, in addition to the
$685,719,300 of existing registered shelf capacity, $2.5 billion aggregate
amount of common stock, preferred stock and other equity securities, debt
securities, trust preferred securities and/or other securities, including
without limitation, (i) warrants or other securities convertible into or
exchangeable for other equity or debt securities, (ii) Contracts that would
obligate the holders thereof to purchase from the Company, and the Company to
sell to the holders, a specified number of shares of common stock at a future
date ("Stock Purchase Contracts"), (iii) capital or preferred securities (the
"Preferred Securities") of one or more business trusts or other financing
entities (collectively, the "Trusts"), (iv) guarantees by the Company of payment
("Trust Preferred Guarantees") with regard to the Preferred Securities, (v)
debentures and other debt securities issued to the Trusts ("Debentures" and,
collectively with the Preferred Securities and the Trust Preferred Guarantees,
the "Trust Preferred Securities") and (vi) units consisting of (A) Stock
Purchase Contracts and (B) debt securities of the Company, Trust Preferred
Securities or debt obligations of third parties, including all amendments
thereto, including post-effective amendments, or other filings as may be
required pursuant to the Securities Act of 1933, as amended (the "Act"), the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), including the
rules and regulations of the Securities and Exchange Commission promulgated
thereunder, and the Trust Indenture Act of 1939, as amended (the "Trust Act"),
in such form as they or any one or more of them may approve, and to do any and
all other acts which said attorneys-in-fact may deem necessary or desirable to
enable the Company to comply with the Act, the Exchange Act, the Trust Act and
the rules and regulations thereunder.

     IN WITNESS WHEREOF, I have hereunto set my hand this 24th day of April,
2002.


                                                        /s/ SHIRLEY ANN JACKSON
                                                        ------------------------
                                                        Dr. Shirley Ann Jackson



                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS:

     That the undersigned director of Marathon Oil Corporation, a Delaware
corporation (the "Company") hereby constitutes and appoints Clarence P. Cazalot,
Jr., John T. Mills and Albert G. Adkins, or any one of them, as my true and
lawful attorneys-in-fact and agents, each with the power of substitution and
re-substitution, to sign and execute, for me and on my behalf, a universal shelf
registration statement on Form S-1, S-3 or other appropriate form, including
without limitation any registration statement of the type contemplated by Rule
462(b) of the rules and regulations promulgated under the Securities Act of
1933, as amended, in connection with registering, in addition to the
$235,719,300 of existing registered shelf capacity, up to $2.5 billion aggregate
amount of common stock, preferred stock and other equity securities, debt
securities, trust preferred securities and/or other securities, including
without limitation, (i) warrants or other securities convertible into or
exchangeable for other equity or debt securities, (ii) contracts that would
obligate the holders thereof to purchase from the Company, and the Company to
sell to the holders, a specified number of shares of common stock at a future
date ("Stock Purchase Contracts"), (iii) capital or preferred securities (the
"Preferred Securities") of one or more business trusts or other financing
entities (collectively, the "Trusts"), (iv) guarantees by the Company of payment
("Trust Preferred Guarantees") with regard to the Preferred Securities, (v)
debentures and other debt securities issued to the Trusts ("Debentures" and,
collectively with the Preferred Securities and the Trust Preferred Guarantees,
the "Trust Preferred Securities") and (vi) units consisting of (A) Stock
Purchase Contracts and (B) debt securities of the Company, Trust Preferred
Securities or debt obligations of third parties, including all amendments
thereto, including post-effective amendments, any and all exhibits and documents
relating thereto, or other filings as may be required pursuant to the Securities
Act of 1933, as amended (the "Act"), the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), including the rules and regulations of the
Securities and Exchange Commission promulgated thereunder, and the Trust
Indenture Act of 1939, as amended (the "Trust Act"), in such form as they or any
one or more of them may approve, and to do any and all other acts which said
attorneys-in-fact may deem necessary or desirable to enable the Company to
comply with the Act, the Exchange Act, the Trust Act and the rules and
regulations thereunder.

     IN WITNESS WHEREOF, I have hereunto set my hand this 1st day of September,
2002.


                                                        /s/ PHILIP LADER
                                                        -----------------------
                                                        Philip Lader



                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS:

     That the undersigned director of Marathon Oil Corporation, a Delaware
corporation (the "Company") hereby constitutes and appoints Clarence P.
Cazalot, Jr., John T. Mills and Albert G. Adkins, or any one of them, as my
true and lawful attorneys-in-fact and agents, each with the power of
substitution and re-substitution, to sign and execute, for me and on my
behalf, a universal shelf registration statement on Form S-1, S-3 or other
appropriate form, including without limitation any registration statement of
the type contemplated by Rule 462(b) of the rules and regulations promulgated
under the Securities Act of 1933, as amended, in connection with registering,
in addition to the $685,719,300 of existing registered shelf capacity, $2.5
billion aggregate amount of common stock, preferred stock and other equity
securities, debt securities, trust preferred securities and/or other
securities, including without limitation, (i) warrants or other securities
convertible into or exchangeable for other equity or debt securities, (ii)
contracts that would obligate the holders thereof to purchase from the
Company, and the Company to sell to the holders, a specified number of shares
of common stock at a future date ("Stock Purchase Contracts"), (iii) capital
or preferred securities (the "Preferred Securities") of one or more business
trusts or other financing entities (collectively, the "Trusts"), (iv)
guarantees by the Company of payment ("Trust Preferred Guarantees") with
regard to the Preferred Securities, (v) debentures and other debt securities
issued to the Trusts ("Debentures" and, collectively with the Preferred
Securities and the Trust Preferred Guarantees, the "Trust Preferred
Securities") and (vi) units consisting of (A) Stock Purchase Contracts and
(B) debt securities of the Company, Trust Preferred Securities or debt
obligations of third parties, including all amendments thereto, including
post-effective amendments, or other filings as may be required pursuant to
the Securities Act of 1933, as amended (the "Act"), the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), including the rules and
regulations of the Securities and Exchange Commission promulgated thereunder,
and the Trust Indenture Act of 1939, as amended (the "Trust Act"), in such
form as they or any one or more of them may approve, and to do any and all
other acts which said attorneys-in-fact may deem necessary or desirable to
enable the Company to comply with the Act, the Exchange Act, the Trust Act
and the rules and regulations thereunder.

     IN WITNESS WHEREOF, I have hereunto set my hand this 24th day of April,
2002.


                                                        /s/  CHARLES R. LEE
                                                        ------------------------
                                                        Charles R. Lee



                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS:

     That the undersigned director of Marathon Oil Corporation, a Delaware
corporation (the "Company") hereby constitutes and appoints Clarence P.
Cazalot, Jr., John T. Mills and Albert G. Adkins, or any one of them, as my
true and lawful attorneys-in-fact and agents, each with the power of
substitution and re-substitution, to sign and execute, for me and on my
behalf, a universal shelf registration statement on Form S-1, S-3 or other
appropriate form, including without limitation any registration statement of
the type contemplated by Rule 462(b) of the rules and regulations promulgated
under the Securities Act of 1933, as amended, in connection with registering,
in addition to the $685,719,300 of existing registered shelf capacity, $2.5
billion aggregate amount of common stock, preferred stock and other equity
securities, debt securities, trust preferred securities and/or other
securities, including without limitation, (i) warrants or other securities
convertible into or exchangeable for other equity or debt securities, (ii)
contracts that would obligate the holders thereof to purchase from the
Company, and the Company to sell to the holders, a specified number of shares
of common stock at a future date ("Stock Purchase Contracts"), (iii) capital
or preferred securities (the "Preferred Securities") of one or more business
trusts or other financing entities (collectively, the "Trusts"), (iv)
guarantees by the company of payment ("Trust Preferred Guarantees") with
regard to the Preferred Securities, (v) debentures and other debt securities
issued to the Trusts ("Debentures" and, collectively with the Preferred
Securities and the Trust Preferred Guarantees, the "Trust Preferred
Securities") and (vi) units consisting of (A) Stock Purchase Contracts and
(B) debt securities of the Company, Trust Preferred Securities or debt
obligations of third parties, including all amendments thereto, including
post-effective amendments, or other filings as may be required pursuant to
the Securities Act of 1933, as amended (the "Act"), the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), including the rules and
regulations of the Securities and Exchange Commission promulgated thereunder,
and the Trust Indenture Act of 1939, as amended (the "Trust Act"), in such
form as they or any one or more of them may approve, and to do any and all
other acts which said attorneys-in-fact may deem necessary or desirable to
enable the Company to comply with the Act, the Exchange Act, the Trust Act
and the rules and regulations thereunder.

     IN WITNESS WHEREOF, I have hereunto set my hand this 24th day of April,
2002.


                                                       /s/ DENNIS H. REILLEY
                                                       -------------------------
                                                       Dennis H. Reilley


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS:

     That the undersigned director of Marathon Oil Corporation, a Delaware
corporation (the "Company") hereby constitutes and appoints Clarence P. Cazalot,
Jr., John T. Mills and Albert G. Adkins, or any one of them, as my true and
lawful attorneys-in-fact and agents, each with the power of substitution and
re-substitution, to sign and execute, for me and on my behalf, a universal shelf
registration statement on Form S-1, S-3 or other appropriate form, including
without limitation any registration statement of the type contemplated by Rule
462(b) of the rules and regulations promulgated under the Securities Act of
1933, as amended, in connection with registering, in addition to the
$685,719,300 of existing registered shelf capacity, $2.5 billion aggregate
amount of common stock, preferred stock and other equity securities, debt
securities, trust preferred securities and/or other securities, including
without limitation, (i) warrants or other securities convertible into or
exchangeable for other equity or debt securities, (ii) contracts that would
obligate the holders thereof to purchase from the Company, and the Company to
sell to the holders, a specified number of shares of common stock at a future
date ("Stock Purchase Contracts"), (iii) capital or preferred securities (the
"Preferred Securities") of one or more business trusts or other financing
entities (collectively, the "Trusts"), (iv) guarantees by the Company of payment
("Trust Preferred Guarantees") with regard to the Preferred Securities, (v)
debentures and other debt securities issued to the Trusts ("Debentures" and,
collectively with the Preferred Securities and the Trust Preferred Guarantees,
the "Trust Preferred Securities") and (vi) units consisting of (A) Stock
Purchase Contracts and (B) debt securities of the Company, Trust Preferred
Securities or debt obligations of third parties, including all amendments
thereto, including post-effective amendments, or other filings as may be
required pursuant to the Securities Act of 1933, as amended (the "Act"), the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), including the
rules and regulations of the Securities and Exchange Commission promulgated
thereunder, and the Trust Indenture Act of 1939, as amended (the "Trust Act"),
in such form as they or any one or more of them may approve, and to do any and
all other acts which said attorneys-in-fact may deem necessary or desirable to
enable the Company to comply with the Act, the Exchange Act, the Trust Act and
the rules and regulations thereunder.

     IN WITNESS WHEREOF, I have hereunto set my hand this 24th day of April,
2002.


                                                        /s/ SETH E. SCHOFIELD
                                                        ------------------------
                                                        Seth E. Schofield



                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS:

     That the undersigned director and Chairman of the Board of Marathon Oil
Corporation, a Delaware corporation (the "Company") hereby constitutes and
appoints Clarence P. Cazalot, Jr., John T. Mills and Albert G. Adkins, or any
one of them, as my true and lawful attorneys-in-fact and agents, each with the
power of substitution and re-substitution, to sign and execute, for me and on my
behalf, a universal shelf registration statement on Form S-1, S-3 or other
appropriate form, including without limitation any registration statement of the
type contemplated by Rule 462(b) of the rules and regulations promulgated under
the Securities Act of 1933, as amended, in connection with registering, in
addition to the $685,719,300 of existing registered shelf capacity, $2.5 billion
aggregate amount of common stock, preferred stock and other equity securities,
debt securities, trust preferred securities and/or other securities, including
without limitation, (i) warrants or other securities convertible into or
exchangeable for other equity or debt securities, (ii) contracts that would
obligate the holders thereof to purchase from the Company, and the Company to
sell to the holders, a specified number of shares of common stock at a future
date ("Stock Purchase Contracts"), (iii) capital or preferred securities (the
"Preferred Securities") of one or more business trusts or other financing
entities (collectively, the "Trusts"), (iv) guarantees by the Company of payment
("Trust Preferred Guarantees") with regard to the Preferred Securities, (v)
debentures and other debt securities issued to the Trusts ("Debentures" and,
collectively with the Preferred Securities and the Trust Preferred Guarantees,
the "Trust Preferred Securities") and (vi) units consisting of (A) Stock
Purchase Contracts and (B) debt securities of the Company, Trust Preferred
Securities or debt obligations of third parties, including all amendments
thereto, including post-effective amendments, or other filings as may be
required pursuant to the Securities Act of 1933, as amended (the "Act"), the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), including the
rules and regulations of the Securities and Exchange Commission promulgated
thereunder, and the Trust Indenture Act of 1939, as amended (the "Trust Act"),
in such form as they or any one or more of them may approve, and to do any and
all other acts which said attorneys-in-fact may deem necessary or desirable to
enable the Company to comply with the Act, the Exchange Act, the Trust Act and
the rules and regulations thereunder.

     IN WITNESS WHEREOF, I have hereunto set my hand this 24th day of April,
2002.


                                                       /s/ THOMAS J. USHER
                                                       -------------------------
                                                       Thomas J. Usher



                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS:

     That the undersigned director of Marathon Oil Corporation, a Delaware
corporation (the "Company") hereby constitutes and appoints Clarence P.
Cazalot, Jr., John T. Mills and Albert G. Adkins, or any one of them, as my
true and lawful attorneys-in-fact and agents, each with the power of
substitution and re-substitution, to sign and execute, for me and on my
behalf, a universal shelf registration statement on Form S-1, S-3 or other
appropriate form, including without limitation any registration statement of
the type contemplated by Rule 462(b) of the rules and regulations promulgated
under the Securities Act of 1933, as amended, in connection with registering,
in addition to the $685,719,300 of existing registered shelf capacity, $2.5
billion aggregate amount of common stock, preferred stock and other equity
securities, debt securities, trust preferred securities and/or other
securities, including without limitation, (i) warrants or other securities
convertible into or exchangeable for other equity or debt securities, (ii)
contracts that would obligate the holders thereof to purchase from the
Company, and the Company to sell to the holders, a specified number of shares
of common stock at a future date ("Stock Purchase Contracts"), (iii) capital
or preferred securities (the "Preferred Securities") of one or more business
trusts or other financing entities (collectively, the "Trusts"), (iv)
guarantees by the Company of payment ("Trust Preferred Guarantees") with
regard to the Preferred Securities, (v) debentures and other debt securities
issued to the Trusts ("Debentures" and, collectively with the Preferred
Securities and the Trust Preferred Guarantees, the "Trust Preferred
Securities") and (vi) units consisting of (A) Stock Purchase Contracts and
(B) debt securities of the Company, Trust Preferred Securities or debt
obligations of third parties, including all amendments thereto, including
post-effective amendments, or other filings as may be required pursuant to
the Securities Act of 1933, as amended (the "Act"), the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), including the rules and
regulations of the Securities and Exchange Commission promulgated thereunder,
and the Trust Indenture Act of 1939, as amended (the "Trust Act"), in such
form as they or any one or more of them may approve, and to do any and all
other acts which said attorneys-in-fact may deem necessary or desirable to
enable the Company to comply with the Act, the Exchange Act, the Trust Act
and the rules and regulations thereunder.

     IN WITNESS WHEREOF, I have hereunto set my hand this 24th day of April,
2002.


                                                      /s/ DOUGLAS C. YEARLEY
                                                      -------------------------
                                                      Douglas C. Yearley

EX-25.1

                                                                    EXHIBIT 25.1

- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           --------------------------

                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                    UNDER THE TRUST INDENTURE ACT OF 1939 OF
                   A CORPORATION DESIGNATED TO ACT AS TRUSTEE

                    --------------------------------------
               CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
                A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________

                    --------------------------------------

                               JPMORGAN CHASE BANK
               (Exact name of trustee as specified in its charter)

       NEW YORK                                                   13-4994650
(State of incorporation                                         (I.R.S. employer
if not a national bank)                                      identification No.)

      270 PARK AVENUE
     NEW YORK, NEW YORK                                             10017
(Address of principal executive offices)                          (Zip Code)

                               WILLIAM H. MCDAVID
                                 GENERAL COUNSEL
                                 270 PARK AVENUE
                            NEW YORK, NEW YORK 10017
                               TEL: (212) 270-2611
            (Name, address and telephone number of agent for service)

                            MARATHON OIL CORPORATION
               (Exact name of obligor as specified in its charter)

           DELAWARE                                               25-0996816
(State or other jurisdiction of                                (I.R.S. employer
incorporation or organization)                               identification No.)

     5555 SAN FELIPE ROAD
          HOUSTON, TEXAS                                           77056
(Address of principal executive offices)                         (Zip Code)

                    ---------------------------------------
                             SENIOR DEBT SECURITIES

- --------------------------------------------------------------------------------



                                     GENERAL

ITEM 1.  GENERAL INFORMATION.

         FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:

         (a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
WHICH IT IS SUBJECT.

             New York State Banking Department, State House, Albany, New York
             12110.

             Board of Governors of the Federal Reserve System, Washington, D.C.,
             20551

             Federal Reserve Bank of New York, District No. 2, 33 Liberty
             Street, New York, N.Y.

             Federal Deposit Insurance Corporation, Washington, D.C., 20429.

         (b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

             Yes.

ITEM 2.  AFFILIATIONS WITH THE OBLIGOR AND GUARANTORS.

         IF THE OBLIGOR OR ANY GUARANTOR IS AN AFFILIATE OF THE TRUSTEE,
DESCRIBE EACH SUCH AFFILIATION.

             None.

ITEMS 3  THROUGH 15, INCLUSIVE, ARE NOT APPLICABLE BY VIRTUE OF T-1 GENERAL
INSTRUCTION B.



ITEM 16. LIST OF EXHIBITS

         LIST BELOW ALL EXHIBITS FILED AS A PART OF THIS STATEMENT OF
ELIGIBILITY.

         1. A copy of the Restated Organization Certificate of the Trustee dated
March 25, 1997 and the Certificate of Amendment dated October 22, 2001 (see
Exhibit 1 to Form T-1 filed in connection with Registration Statement No.
333-76894, which is incorporated by reference.)

         2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference). On November 11,
2001, in connection with the merger of The Chase Manhattan Bank and Morgan
Guaranty Trust Company of New York, the surviving corporation was renamed
JPMorgan Chase Bank.

         3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.

         4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form
T-1 filed in connection with Registration Statement No. 333-76894, which is
incorporated by reference.)

         5. Not applicable.

         6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference). On November 11, 2001, in
connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust
Company of New York, the surviving corporation was renamed JPMorgan Chase Bank.

         7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.

         8. Not applicable.

         9. Not applicable.

                                   SIGNATURE

       Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, JPMorgan Chase Bank, a corporation organized and existing under the
laws of the State of New York, has duly caused this statement of eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of Houston and State of Texas, on the 5th day of September, 2002.

                                                     JPMORGAN CHASE BANK

                                                   By: /s/ CAROL LOGAN
                                                       -------------------------
                                                           Carol Logan
                                                          Vice President



                              EXHIBIT 7 TO FORM T-1

                                Bank Call Notice

                             RESERVE DISTRICT NO. 2
                       CONSOLIDATED REPORT OF CONDITION OF

                               JPMorgan Chase Bank
                  of 270 Park Avenue, New York, New York 10017
                     and Foreign and Domestic Subsidiaries,
                     a member of the Federal Reserve System,

                   at the close of business June 30, 2002, in
         accordance with a call made by the Federal Reserve Bank of this
         District pursuant to the provisions of the Federal Reserve Act.



                                                                                DOLLAR AMOUNTS
                     ASSETS                                                      IN MILLIONS
                                                                                 
Cash and balances due from depository institutions:
    Noninterest-bearing balances and
    currency and coin ......................................................        $  20,772
    Interest-bearing balances ..............................................           10,535
Securities:
Held to maturity securities.................................................              419
Available for sale securities...............................................           59,953
Federal funds sold and securities purchased under
    agreements to resell ...................................................
    Federal funds sold in domestic offices                                              6,054
    Securities purchased under agreements to resell                                    74,680
Loans and lease financing receivables:
    Loans and leases held for sale..........................................           11,686
    Loans and leases, net of unearned income      $168,109
    Less: Allowance for loan and lease losses        3,241
    Loans and leases, net of unearned income and
    allowance ..............................................................          164,868
Trading Assets .............................................................          179,236
Premises and fixed assets (including capitalized leases)....................            5,999
Other real estate owned ....................................................               60
Investments in unconsolidated subsidiaries and
    associated companies....................................................              376
Customers' liability to this bank on acceptances
    outstanding ............................................................              273
Intangible assets
    Goodwill................................................................            2,156
    Other Intangible assets.................................................            5,786
Other assets ...............................................................           38,554
                                                                                    ---------
TOTAL ASSETS ...............................................................        $ 581,407
                                                                                    =========






                                   LIABILITIES
                                                                                 
Deposits
    In domestic offices ....................................................        $ 158,559
    Noninterest-bearing .........................$  65,503
    Interest-bearing ............................   93,056
    In foreign offices, Edge and Agreement
    subsidiaries and IBF's .................................................          129,207
    Noninterest-bearing..........................$   9,645
    Interest-bearing ............................  119,562

Federal funds purchased and securities sold under agreements
 to repurchase:
    Federal funds purchased in domestic offices                                        15,942
    Securities sold under agreements to repurchase                                     88,781
Trading liabilities ........................................................          105,568
Other borrowed money (includes mortgage indebtedness
    and obligations under capitalized leases)...............................           12,583
Bank's liability on acceptances executed and outstanding....................              278
Subordinated notes and debentures ..........................................            9,249
Other liabilities ..........................................................           26,053
                                                                                    ---------
TOTAL LIABILITIES ..........................................................          546,220
Minority Interest in consolidated subsidiaries..............................              100

                                 EQUITY CAPITAL

Perpetual preferred stock and related surplus...............................                0
Common stock ...............................................................            1,785
Surplus  (exclude all surplus related to preferred stock)...................           16,304
Retained earnings...........................................................           17,013
Accumulated other comprehensive income......................................              (15)
Other equity capital components.............................................                0
                                                                                    ---------
TOTAL EQUITY CAPITAL .......................................................           35,087
                                                                                    ---------
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL                            $ 581,407
                                                                                    =========


I, Joseph L. Sclafani, E.V.P. & Controller of the above-named
bank, do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the
appropriate Federal regulatory authority and is true to the best
of my knowledge and belief.


                                              JOSEPH L. SCLAFANI

We, the undersigned directors, attest to the correctness of this
Report of Condition and declare that it has been examined by us,
and to the best of our knowledge and belief has been prepared in
conformance with the in- structions issued by the appropriate
Federal regulatory authority and is true and correct.


                                                      WILLIAM B. HARRISON, JR. )
                                                      HELENE L. KAPLAN         )
                                                      WILLLIAM H. GRAY III     )

EX-25.2

                                                                    EXHIBIT 25.2

- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                              ---------------------

                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                    UNDER THE TRUST INDENTURE ACT OF 1939 OF
                   A CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      ------------------------------------
               CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
                A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________

                    --------------------------------------

                               JPMORGAN CHASE BANK
               (Exact name of trustee as specified in its charter)

        NEW YORK                                                 13-4994650
(State of incorporation                                         (I.R.S. employer
if not a national bank)                                      identification No.)

      270 PARK AVENUE
     NEW YORK, NEW YORK                                            10017
(Address of principal executive offices)                         (Zip Code)

                               WILLIAM H. MCDAVID
                                 GENERAL COUNSEL
                                 270 PARK AVENUE
                            NEW YORK, NEW YORK 10017
                               TEL: (212) 270-2611
            (Name, address and telephone number of agent for service)

                            MARATHON OIL CORPORATION
               (Exact name of obligor as specified in its charter)

        DELAWARE                                                   25-0996816
(State or other jurisdiction of                                 (I.R.S. employer
incorporation or organization)                               identification No.)

     5555 SAN FELIPE ROAD
          HOUSTON, TEXAS                                                77056
(Address of principal executive offices)                              (Zip Code)

                    --------------------------------------
                          SUBORDINATED DEBT SECURITIES

- --------------------------------------------------------------------------------



                                     GENERAL

ITEM 1.  GENERAL INFORMATION.

         FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:

         (a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
WHICH IT IS SUBJECT.

             New York State Banking Department, State House, Albany, New York
             12110.

             Board of Governors of the Federal Reserve System, Washington, D.C.,
             20551

             Federal Reserve Bank of New York, District No. 2, 33 Liberty
             Street, New York, N.Y.

             Federal Deposit Insurance Corporation, Washington, D.C., 20429.

         (b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

             Yes.

ITEM 2.  AFFILIATIONS WITH THE OBLIGOR AND GUARANTORS.

         IF THE OBLIGOR OR ANY GUARANTOR IS AN AFFILIATE OF THE TRUSTEE,
DESCRIBE EACH SUCH AFFILIATION.

         None.

ITEMS 3  THROUGH 15, INCLUSIVE, ARE NOT APPLICABLE BY VIRTUE OF T-1 GENERAL
INSTRUCTION B.



ITEM 16. LIST OF EXHIBITS

         LIST BELOW ALL EXHIBITS FILED AS A PART OF THIS STATEMENT OF
ELIGIBILITY.

         1. A copy of the Restated Organization Certificate of the Trustee dated
March 25, 1997 and the Certificate of Amendment dated October 22, 2001 (see
Exhibit 1 to Form T-1 filed in connection with Registration Statement No.
333-76894, which is incorporated by reference.)

         2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference). On November 11,
2001, in connection with the merger of The Chase Manhattan Bank and Morgan
Guaranty Trust Company of New York, the surviving corporation was renamed
JPMorgan Chase Bank.

         3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.

         4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form
T-1 filed in connection with Registration Statement No. 333-76894, which is
incorporated by reference.)

         5. Not applicable.

         6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference). On November 11, 2001, in
connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust
Company of New York, the surviving corporation was renamed JPMorgan Chase Bank.

         7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.

         8. Not applicable.

         9. Not applicable.

                                    SIGNATURE

       Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, JPMorgan Chase Bank, a corporation organized and existing under the
laws of the State of New York, has duly caused this statement of eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of Houston and State of Texas, on the 5th day of September, 2002.

                                                     JPMORGAN CHASE BANK


                                                   By: /s/ CAROL LOGAN
                                                       -------------------------
                                                            Carol Logan
                                                           Vice President



                              EXHIBIT 7 TO FORM T-1

                                Bank Call Notice

                             RESERVE DISTRICT NO. 2
                       CONSOLIDATED REPORT OF CONDITION OF

                               JPMorgan Chase Bank
                  of 270 Park Avenue, New York, New York 10017
                     and Foreign and Domestic Subsidiaries,
                     a member of the Federal Reserve System,

                   at the close of business June 30, 2002, in
         accordance with a call made by the Federal Reserve Bank of this
         District pursuant to the provisions of the Federal Reserve Act.



                                                                             DOLLAR AMOUNTS
                     ASSETS                                                       IN MILLIONS
                                                                                 
Cash and balances due from depository institutions:
    Noninterest-bearing balances and
    currency and coin ......................................................        $  20,772
    Interest-bearing balances ..............................................           10,535
Securities:
Held to maturity securities.................................................              419
Available for sale securities...............................................           59,953
Federal funds sold and securities purchased under
    agreements to resell ...................................................
    Federal funds sold in domestic offices                                              6,054
    Securities purchased under agreements to resell                                    74,680
Loans and lease financing receivables:
    Loans and leases held for sale..........................................           11,686
    Loans and leases, net of unearned income       $ 168,109
    Less: Allowance for loan and lease losses          3,241
    Loans and leases, net of unearned income and
    allowance ..............................................................          164,868
Trading Assets .............................................................          179,236
Premises and fixed assets (including capitalized leases)....................            5,999
Other real estate owned.....................................................               60
Investments in unconsolidated subsidiaries and
    associated companies....................................................              376
Customers' liability to this bank on acceptances
    outstanding ............................................................              273
Intangible assets
    Goodwill................................................................            2,156
    Other Intangible assets.................................................            5,786
Other assets ...............................................................           38,554
                                                                                    ---------
TOTAL ASSETS ...............................................................        $ 581,407
                                                                                    =========






                                   LIABILITIES
                                                                                 
Deposits
    In domestic offices ....................................................        $ 158,559
    Noninterest-bearing ...........................$  65,503
    Interest-bearing ..............................   93,056
    In foreign offices, Edge and Agreement
    subsidiaries and IBF's .................................................          129,207
    Noninterest-bearing............................$   9,645
    Interest-bearing ..............................  119,562

Federal funds purchased and securities sold under agreements to
repurchase:
    Federal funds purchased in domestic offices                                        15,942
    Securities sold under agreements to repurchase                                     88,781
Trading liabilities ........................................................          105,568
Other borrowed money (includes mortgage indebtedness
    and obligations under capitalized leases)...............................           12,583
Bank's liability on acceptances executed and outstanding....................              278
Subordinated notes and debentures ..........................................            9,249
Other liabilities ..........................................................           26,053
                                                                                    ---------
TOTAL LIABILITIES ..........................................................          546,220
Minority Interest in consolidated subsidiaries..............................              100

                                 EQUITY CAPITAL

Perpetual preferred stock and related surplus...............................                0
Common stock ...............................................................            1,785
Surplus  (exclude all surplus related to preferred stock)...................           16,304
Retained earnings...........................................................           17,013
Accumulated other comprehensive income......................................              (15)
Other equity capital components.............................................                0
                                                                                    ---------
TOTAL EQUITY CAPITAL .......................................................           35,087
                                                                                    ---------
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL                            $ 581,407
                                                                                    =========


I, Joseph L. Sclafani, E.V.P. & Controller of the above-named
bank, do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the
appropriate Federal regulatory authority and is true to the best
of my knowledge and belief.


                                              JOSEPH L. SCLAFANI

We, the undersigned directors, attest to the correctness of this
Report of Condition and declare that it has been examined by us,
and to the best of our knowledge and belief has been prepared in
conformance with the in- structions issued by the appropriate
Federal regulatory authority and is true and correct.


                                                      WILLIAM B. HARRISON, JR. )
                                                      HELENE L. KAPLAN         )
                                                      WILLLIAM H. GRAY III     )

EX-25.3

                                                                    EXHIBIT 25.3

= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =

                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                             SECTION 305(b)(2) / /

                           ---------------------------

                              THE BANK OF NEW YORK

               (Exact name of trustee as specified in its charter)

New York                                                  13-5160382
(State of incorporation                                   (I.R.S. employer
if not a U.S. national bank)                              identification no.)

One Wall Street, New York, N.Y.                           10286
(Address of principal executive offices)                  (Zip code)

                           ---------------------------

                            MARATHON OIL CORPORATION
               (Exact name of obligor as specified in its charter)

Delaware                                                  25-0996816
(State or other jurisdiction of                           (I.R.S. employer
incorporation or organization)                            identification no.)

5555 San Felipe Road
Houston, Texas                                            77056-2723
(Address of principal executive offices)                  (Zip code)

                           ---------------------------

                       Junior Subordinated Debt Securities
                       (Title of the indenture securities)

= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =



1.   GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:

     (a)  NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH
          IT IS SUBJECT.



- --------------------------------------------------------------------------------
                  Name                                  Address
- --------------------------------------------------------------------------------
                                             
     Superintendent of Banks of the State of    2 Rector Street, New York, N.Y.
     New York                                   10006, and Albany, N.Y. 12203

     Federal Reserve Bank of New York           33 Liberty Plaza, New York, N.Y.
                                                10045

     Federal Deposit Insurance Corporation      Washington, D.C.  20429

     New York Clearing House Association        New York, New York   10005


     (b)  WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

     Yes.

     2.   AFFILIATIONS WITH OBLIGOR.

          IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
          AFFILIATION.

          None.

16.  LIST OF EXHIBITS.

          EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION,
          ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO
          RULE 7a-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17
          C.F.R. 229.10(d).

          1.   A copy of the Organization Certificate of The Bank of New York
               (formerly Irving Trust Company) as now in effect, which contains
               the authority to commence business and a grant of powers to
               exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to
               Form T-1 filed with Registration Statement No. 33-6215, Exhibits
               1a and 1b to Form T-1 filed with Registration Statement No.
               33-21672 and Exhibit 1 to Form T-1 filed with Registration
               Statement No. 33-29637.)

          4.   A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form
               T-1 filed with Registration Statement No. 33-31019.)

          6.   The consent of the Trustee required by Section 321(b) of the Act.
               (Exhibit 6 to Form T-1 filed with Registration Statement No.
               33-44051.)

                                      - 2 -


          7.   A copy of the latest report of condition of the Trustee published
               pursuant to law or to the requirements of its supervising or
               examining authority.

                                      - 3 -


                                    SIGNATURE

     Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 28th day of August, 2002.

                                              THE BANK OF NEW YORK


                                              By:     /s/  ROBERT A. MASSIMILLO
                                                  -----------------------------
                                                  Name:    ROBERT A. MASSIMILLO
                                                  Title:   VICE PRESIDENT

                                      - 4 -


                                                                       EXHIBIT 7

                       Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                    of One Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business March 31, 2002,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.



                                                                  Dollar Amounts
                                                                    In Thousands
                                                                 
ASSETS
Cash and balances due from depository institutions:
   Noninterest-bearing balances and currency and coin ..........    $  3,765,462
   Interest-bearing balances ...................................       3,835,061
Securities:
   Held-to-maturity securities .................................       1,232,736
   Available-for-sale securities ...............................      10,522,833
Federal funds sold and Securities purchased under
   agreements to resell ........................................       1,456,635
Loans and lease financing receivables:
   Loans and leases held for sale ..............................         801,505
   Loans and leases, net of unearned income...........46,206,726
   LESS: Allowance for loan and
     lease losses.....................................   607,115
   Loans and leases, net of unearned
     income and allowance ......................................      35,249,695
Trading Assets .................................................       8,132,696
Premises and fixed assets (including capitalized
   leases) .....................................................         898,980
Other real estate owned ........................................             911
Investments in unconsolidated subsidiaries and
   associated companies ........................................         220,609
Customers' liability to this bank on acceptances
   outstanding .................................................         574,020
Intangible assets
   Goodwill ....................................................       1,714,761
   Other intangible assets .....................................          49,213
Other assets ...................................................       5,001,308
                                                                    ------------




                                                                 
Total assets ...................................................    $ 73,954,859
                                                                    ============
LIABILITIES
Deposits:
   In domestic offices .........................................    $ 29,175,631
   Noninterest-bearing ...............................11,070,277
   Interest-bearing ..................................18,105,354
   In foreign offices, Edge and Agreement
     subsidiaries, and IBFs ....................................      24,596,600
   Noninterest-bearing ...............................   321,299
   Interest-bearing ..................................24,275,301
Federal funds purchased and securities sold under
   agreements to repurchase ....................................       1,922,197
Trading liabilities ............................................       1,970,040
Other borrowed money:
   (includes mortgage indebtedness and obligations
   under capitalized leases) ...................................       1,577,518
Bank's liability on acceptances executed and
   outstanding .................................................         575,362
Subordinated notes and debentures ..............................       1,940,000
Other liabilities ..............................................       5,317,831
                                                                    ------------
Total liabilities ..............................................    $ 67,075,179
                                                                    ============

EQUITY CAPITAL
Common stock ...................................................       1,135,284
Surplus ........................................................       1,055,508
Retained earnings ..............................................       4,227,287
Accumulated other comprehensive income .........................         (38,602)
Other equity capital components ................................               0
- --------------------------------------------------------------------------------
Total equity capital ...........................................       6,379,477
                                                                    ------------
Total liabilities and equity capital ...........................    $ 73,954,859
                                                                    ============



     I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.

                                                       Thomas J. Mastro,
                                   Senior Vice President and Comptroller

     We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been

                                      - 6 -


prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true and correct.

Thomas A. Renyi
Gerald L. Hassell                        Directors
Alan R. Griffith

                                      - 7 -

EX-25.4

                                                                    EXHIBIT 25.4

================================================================================

                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                         SECTION 305(b)(2)     |__|

                           ---------------------------

                              THE BANK OF NEW YORK

               (Exact name of trustee as specified in its charter)

New York                                                   13-5160382
(State of incorporation                                    (I.R.S. employer
if not a U.S. national bank)                               identification no.)

One Wall Street, New York, N.Y.                            10286
(Address of principal executive offices)                   (Zip code)

                           ---------------------------

                           Marathon Financing Trust I
               (Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of                            (I.R.S. employer
incorporation or organization)                             identification no.)

5555 San Felipe Road
Houston, Texas                                             77056-2723
(Address of principal executive offices)                   (Zip code)

                           ---------------------------

                              Preferred Securities
                       (Title of the indenture securities)

================================================================================



1.   GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:

     (a)  NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH
          IT IS SUBJECT.



- --------------------------------------------------------------------------------------
                    Name                                        Address
- --------------------------------------------------------------------------------------
                                                   
     Superintendent of Banks of the State of          2 Rector Street, New York, N.Y.
     New York                                         10006, and Albany, N.Y. 12203

     Federal Reserve Bank of New York                 33 Liberty Plaza, New York, N.Y.
                                                      10045

     Federal Deposit Insurance Corporation            Washington, D.C.  20429

     New York Clearing House Association              New York, New York   10005


     (b)  WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

     Yes.

2.   AFFILIATIONS WITH OBLIGOR.

     IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
     AFFILIATION.

     None.

16.  LIST OF EXHIBITS.

     EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE
     INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE
     7a-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17 C.F.R.
     229.10(d).

     1.   A copy of the Organization Certificate of The Bank of New York
          (formerly Irving Trust Company) as now in effect, which contains the
          authority to commence business and a grant of powers to exercise
          corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
          filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
          Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1
          to Form T-1 filed with Registration Statement No. 33-29637.)

     4.   A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
          filed with Registration Statement No. 33-31019.)

     6.   The consent of the Trustee required by Section 321(b) of the Act.
          (Exhibit 6 to Form T-1 filed with Registration Statement No.
          33-44051.)

                                      - 2 -


     7.   A copy of the latest report of condition of the Trustee published
          pursuant to law or to the requirements of its supervising or examining
          authority.

                                      - 3 -


                                    SIGNATURE

     Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 28th day of August, 2002.

                                        THE BANK OF NEW YORK

                                        By:   /s/ ROBERT A. MASSIMILLO
                                            ---------------------------------
                                            Name:  ROBERT A. MASSIMILLO
                                            Title: VICE PRESIDENT

                                      - 4 -


                                                                       EXHIBIT 7

- --------------------------------------------------------------------------------

                       Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                    of One Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business March 31, 2002,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.



                                                                                               Dollar Amounts
                                                                                                 In Thousands
                                                                                          
ASSETS
Cash and balances due from depository institutions:
   Noninterest-bearing balances and currency and coin ....................................   $      3,765,462
   Interest-bearing balances .............................................................          3,835,061
Securities:
   Held-to-maturity securities ...........................................................          1,232,736
   Available-for-sale securities .........................................................         10,522,833
Federal funds sold and Securities purchased under agreements to resell ...................          1,456,635
Loans and lease financing receivables:
   Loans and leases held for sale ........................................................            801,505
   Loans and leases, net of unearned income ...................46,206,726
   LESS: Allowance for loan and lease losses .....................607,115
   Loans and leases, net of unearned income and allowance ................................         35,249,695
Trading Assets ...........................................................................          8,132,696
Premises and fixed assets (including capitalized leases) .................................            898,980
Other real estate owned ..................................................................                911
Investments in unconsolidated subsidiaries and associated companies ......................            220,609
Customers' liability to this bank on acceptances outstanding .............................            574,020
Intangible assets
   Goodwill ..............................................................................          1,714,761
   Other intangible assets ...............................................................             49,213
Other assets .............................................................................          5,001,308
                                                                                             ----------------




                                                                                          
Total assets .............................................................................   $     73,954,859
                                                                                             ================
LIABILITIES
Deposits:
   In domestic offices ...................................................................   $     29,175,631
   Noninterest-bearing ........................................11,070,277
   Interest-bearing ...........................................18,105,354
   In foreign offices, Edge and Agreement subsidiaries, and IBFs .........................         24,596,600
   Noninterest-bearing ...........................................321,299
   Interest-bearing ...........................................24,275,301
Federal funds purchased and securities sold under agreements to repurchase ...............          1,922,197
Trading liabilities ......................................................................          1,970,040
Other borrowed money:
   (includes mortgage indebtedness and obligations under capitalized leases) .............          1,577,518
Bank's liability on acceptances executed and outstanding .................................            575,362
Subordinated notes and debentures ........................................................          1,940,000
Other liabilities ........................................................................          5,317,831
                                                                                             ----------------
Total liabilities ........................................................................   $     67,075,179
                                                                                             ================

EQUITY CAPITAL
Common stock .............................................................................          1,135,284
Surplus ..................................................................................          1,055,508
Retained earnings ........................................................................          4,227,287
Accumulated other comprehensive income ...................................................            (38,602)
Other equity capital components ..........................................................                  0
- -------------------------------------------------------------------------------------------------------------
Total equity capital .....................................................................          6,379,477
                                                                                             ----------------
Total liabilities and equity capital .....................................................   $     73,954,859
                                                                                             ================



     I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.

                                                     Thomas J. Mastro,
                                 Senior Vice President and Comptroller

     We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been

                                      - 6 -


prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true and correct.

Thomas A. Renyi
Gerald L. Hassell
Alan R. Griffith                             Directors

- --------------------------------------------------------------------------------

                                      - 7 -

EX-25.5

                                                                    EXHIBIT 25.5

================================================================================

                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                         SECTION 305(b)(2)     |__|

                           ---------------------------

                              THE BANK OF NEW YORK

               (Exact name of trustee as specified in its charter)

New York                                                   13-5160382
(State of incorporation                                    (I.R.S. employer
if not a U.S. national bank)                               identification no.)

One Wall Street, New York, N.Y.                            10286
(Address of principal executive offices)                   (Zip code)

                           ---------------------------

                           Marathon Financing Trust II
               (Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of                            (I.R.S. employer
incorporation or organization)                             identification no.)

5555 San Felipe Road
Houston, Texas                                             77056-2723
(Address of principal executive offices)                   (Zip code)

                           ---------------------------

                              Preferred Securities
                       (Title of the indenture securities)

================================================================================



1.   GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:

     (a)  NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH
          IT IS SUBJECT.



- -----------------------------------------------------------------------------------------
                     Name                                       Address
- -----------------------------------------------------------------------------------------
                                                  
     Superintendent of Banks of the State of         2 Rector Street, New York, N.Y.
     New York                                        10006, and Albany, N.Y. 12203

     Federal Reserve Bank of New York                33 Liberty Plaza, New York, N.Y.
                                                     10045

     Federal Deposit Insurance Corporation           Washington, D.C.  20429

     New York Clearing House Association             New York, New York   10005


     (b)  WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

     Yes.

2.   AFFILIATIONS WITH OBLIGOR.

     IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
     AFFILIATION.

     None.

16.  LIST OF EXHIBITS.

     EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE
     INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE
     7a-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17 C.F.R.
     229.10(d).

     1.   A copy of the Organization Certificate of The Bank of New York
          (formerly Irving Trust Company) as now in effect, which contains the
          authority to commence business and a grant of powers to exercise
          corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
          filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
          Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1
          to Form T-1 filed with Registration Statement No. 33-29637.)

     4.   A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
          filed with Registration Statement No. 33-31019.)

     6.   The consent of the Trustee required by Section 321(b) of the Act.
          (Exhibit 6 to Form T-1 filed with Registration Statement No.
          33-44051.)

                                      - 2 -


     7.   A copy of the latest report of condition of the Trustee published
          pursuant to law or to the requirements of its supervising or examining
          authority.

                                      - 3 -


                                    SIGNATURE

     Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 28th day of August, 2002.

                                           THE BANK OF NEW YORK

                                           By:    /s/ ROBERT A. MASSIMILLO
                                               ---------------------------------
                                               Name:  ROBERT A. MASSIMILLO
                                               Title: VICE PRESIDENT

                                      - 4 -


                                                                       EXHIBIT 7

- --------------------------------------------------------------------------------

                       Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                    of One Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business March 31, 2002,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.



                                                                                               Dollar Amounts
                                                                                                 In Thousands
                                                                                          
ASSETS
Cash and balances due from depository institutions:
   Noninterest-bearing balances and currency and coin ....................................   $      3,765,462
   Interest-bearing balances .............................................................          3,835,061
Securities:
   Held-to-maturity securities ...........................................................          1,232,736
   Available-for-sale securities .........................................................         10,522,833
Federal funds sold and Securities purchased under agreements to resell ...................          1,456,635
Loans and lease financing receivables:
   Loans and leases held for sale ........................................................            801,505
   Loans and leases, net of unearned income ...................46,206,726
   LESS: Allowance for loan and lease losses .....................607,115
   Loans and leases, net of unearned income and allowance ................................         35,249,695
Trading Assets ...........................................................................          8,132,696
Premises and fixed assets (including capitalized leases) .................................            898,980
Other real estate owned ..................................................................                911
Investments in unconsolidated subsidiaries and associated companies ......................            220,609
Customers' liability to this bank on acceptances outstanding .............................            574,020
Intangible assets
   Goodwill ..............................................................................          1,714,761
   Other intangible assets ...............................................................             49,213
Other assets .............................................................................          5,001,308
                                                                                             ----------------




                                                                                          
Total assets .............................................................................   $     73,954,859
                                                                                             ================
LIABILITIES
Deposits:
   In domestic offices ...................................................................   $     29,175,631
   Noninterest-bearing ........................................11,070,277
   Interest-bearing ...........................................18,105,354
   In foreign offices, Edge and Agreement subsidiaries, and IBFs .........................         24,596,600
   Noninterest-bearing ...........................................321,299
   Interest-bearing ...........................................24,275,301
Federal funds purchased and securities sold under agreements to repurchase ...............          1,922,197
Trading liabilities ......................................................................          1,970,040
Other borrowed money:
   (includes mortgage indebtedness and obligations under capitalized leases) .............          1,577,518
Bank's liability on acceptances executed and outstanding .................................            575,362
Subordinated notes and debentures ........................................................          1,940,000
Other liabilities ........................................................................          5,317,831
                                                                                             ----------------
Total liabilities ........................................................................   $     67,075,179
                                                                                             ================
EQUITY CAPITAL
Common stock .............................................................................          1,135,284
Surplus ..................................................................................          1,055,508
Retained earnings ........................................................................          4,227,287
Accumulated other comprehensive income ...................................................            (38,602)
Other equity capital components ..........................................................                  0
- -------------------------------------------------------------------------------------------------------------
Total equity capital .....................................................................          6,379,477
                                                                                             ----------------
Total liabilities and equity capital .....................................................   $     73,954,859
                                                                                             ================



     I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.

                                                      Thomas J. Mastro,
                                  Senior Vice President and Comptroller

     We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been

                                      - 6 -


prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true and correct.

Thomas A. Renyi
Gerald L. Hassell
Alan R. Griffith                                  Directors

                                      - 7 -

- --------------------------------------------------------------------------------

EX-25.6

                                                                    EXHIBIT 25.6

================================================================================

                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                             SECTION 305(b)(2) |__|

                           ---------------------------

                              THE BANK OF NEW YORK

               (Exact name of trustee as specified in its charter)

New York                                                   13-5160382
(State of incorporation                                    (I.R.S. employer
if not a U.S. national bank)                               identification no.)

One Wall Street, New York, N.Y.                            10286
(Address of principal executive offices)                   (Zip code)

                           ---------------------------

                            MARATHON OIL CORPORATION
               (Exact name of obligor as specified in its charter)

Delaware                                                   25-0996816
(State or other jurisdiction of                            (I.R.S. employer
incorporation or organization)                             identification no.)

5555 San Felipe Road
Houston, Texas                                             77056-2723
(Address of principal executive offices)                   (Zip code)

                           ---------------------------

         Guarantee of Preferred Securities of Marathon Financing Trust I
                       (Title of the indenture securities)

================================================================================



1.   GENERAL INFORMATION.  FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:

     (a)  NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH
          IT IS SUBJECT.



- -------------------------------------------------------------------------------------------------------------
                      Name                                                           Address
- -------------------------------------------------------------------------------------------------------------
                                                                 
     Superintendent of Banks of the State of New York               2 Rector Street, New York, N.Y.
                                                                    10006, and Albany, N.Y. 12203

     Federal Reserve Bank of New York                               33 Liberty Plaza, New York, N.Y.
                                                                    10045

     Federal Deposit Insurance Corporation                          Washington, D.C.  20429

     New York Clearing House Association                            New York, New York   10005


     (b)  WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

     Yes.

2.   AFFILIATIONS WITH OBLIGOR.

     IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
     AFFILIATION.

     None.

16.  LIST OF EXHIBITS.

     EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE
     INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE
     7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17 C.F.R.
     229.10(d).

     1.   A copy of the Organization Certificate of The Bank of New York
          (formerly Irving Trust Company) as now in effect, which contains the
          authority to commence business and a grant of powers to exercise
          corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
          filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
          Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1
          to Form T-1 filed with Registration Statement No. 33-29637.)

     4.   A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
          filed with Registration Statement No. 33-31019.)

     6.   The consent of the Trustee required by Section 321(b) of the Act.
          (Exhibit 6 to Form T-1 filed with Registration Statement No.
          33-44051.)

                                      - 2 -


     7.   A copy of the latest report of condition of the Trustee published
          pursuant to law or to the requirements of its supervising or examining
          authority.

                                      - 3 -


                                    SIGNATURE

     Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 28th day of August, 2002.


                                         THE BANK OF NEW YORK


                                         By:    /s/   ROBERT A. MASSIMILLO
                                             -----------------------------
                                             Name:    ROBERT A. MASSIMILLO
                                             Title:   VICE PRESIDENT

                                      - 4 -


                                                                       EXHIBIT 7

- --------------------------------------------------------------------------------

                       Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                    of One Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business March 31, 2002,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.




                                                                                     Dollar Amounts
                                                                                      In Thousands
                                                                                  
ASSETS
Cash and balances due from depository institutions:
   Noninterest-bearing balances and currency and coin..                              $    3,765,462
   Interest-bearing balances...........................                                   3,835,061
Securities:
   Held-to-maturity securities.........................                                   1,232,736
   Available-for-sale securities.......................                                  10,522,833
Federal funds sold and Securities purchased under
   agreements to resell................................                                   1,456,635
Loans and lease financing receivables:
   Loans and leases held for sale......................                                     801,505
   Loans and leases, net of unearned
     income..................................46,206,726
   LESS: Allowance for loan and
     lease losses...............................607,115
   Loans and leases, net of unearned
     income and allowance..............................                                  35,249,695
Trading Assets.........................................                                   8,132,696
Premises and fixed assets (including capitalized
   leases).............................................                                     898,980
Other real estate owned................................                                         911
Investments in unconsolidated subsidiaries and
   associated companies................................                                     220,609
Customers' liability to this bank on acceptances
   outstanding.........................................                                     574,020
Intangible assets......................................
   Goodwill............................................                                   1,714,761
   Other intangible assets.............................                                      49,213
Other assets...........................................                                   5,001,308
                                                                                     --------------




                                                                                  
Total assets...........................................                              $   73,954,859
                                                                                     ==============
LIABILITIES
Deposits:
   In domestic offices.................................                              $   29,175,631
   Noninterest-bearing.......................11,070,277
   Interest-bearing..........................18,105,354
   In foreign offices, Edge and Agreement
     subsidiaries, and IBFs............................                                  24,596,600
   Noninterest-bearing..........................321,299
   Interest-bearing..........................24,275,301
Federal funds purchased and securities sold under
   agreements to repurchase............................                                   1,922,197
Trading liabilities....................................                                   1,970,040
Other borrowed money:
   (includes mortgage indebtedness and obligations
   under capitalized leases)...........................                                   1,577,518
Bank's liability on acceptances executed and
   outstanding.........................................                                     575,362
Subordinated notes and debentures......................                                   1,940,000
Other liabilities......................................                                   5,317,831
                                                                                     --------------
Total liabilities......................................                              $   67,075,179
                                                                                     ==============

EQUITY CAPITAL
Common stock...........................................                                   1,135,284
Surplus................................................                                   1,055,508
Retained earnings......................................                                   4,227,287
Accumulated other comprehensive income.................                                     (38,602)
Other equity capital components........................                                           0
- ---------------------------------------------------------------------------------------------------
Total equity capital...................................                                   6,379,477
                                                                                     --------------
Total liabilities and equity capital...................                              $   73,954,859
                                                                                     ==============



     I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.

                                                  Thomas J. Mastro,
                              Senior Vice President and Comptroller

     We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been

                                      - 6 -


prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.

Thomas A. Renyi
Gerald L. Hassell                          Directors
Alan R. Griffith

- --------------------------------------------------------------------------------

                                      - 7 -

EX-25.7

                                                                    EXHIBIT 25.7

================================================================================

                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                             SECTION 305(b)(2) |__|

                           ---------------------------

                              THE BANK OF NEW YORK

               (Exact name of trustee as specified in its charter)

New York                                                     13-5160382
(State of incorporation                                      (I.R.S. employer
if not a U.S. national bank)                                 identification no.)

One Wall Street, New York, N.Y.                              10286
(Address of principal executive offices)                     (Zip code)

                           ---------------------------

                            MARATHON OIL CORPORATION
               (Exact name of obligor as specified in its charter)

Delaware                                                     25-0996816
(State or other jurisdiction of                              (I.R.S. employer
incorporation or organization)                               identification no.)

5555 San Felipe Road
Houston, Texas                                               77056-2723
(Address of principal executive offices)                     (Zip code)

                           ---------------------------

        Guarantee of Preferred Securities of Marathon Financing Trust II
                       (Title of the indenture securities)

================================================================================



1.   GENERAL INFORMATION.  FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:

     (a)  NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH
          IT IS SUBJECT.



- -------------------------------------------------------------------------------------------------------------
                       Name                                                        Address
- -------------------------------------------------------------------------------------------------------------
                                                                
     Superintendent of Banks of the State of New York              2 Rector Street, New York, N.Y.
                                                                   10006, and Albany, N.Y. 12203

     Federal Reserve Bank of New York                              33 Liberty Plaza, New York, N.Y.
                                                                   10045

     Federal Deposit Insurance Corporation                         Washington, D.C.  20429

     New York Clearing House Association                           New York, New York   10005


     (b)  WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

     Yes.

2.   AFFILIATIONS WITH OBLIGOR.

     IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
     AFFILIATION.

     None.

16.  LIST OF EXHIBITS.

     EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE
     INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE
     7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17 C.F.R.
     229.10(d).

     1.   A copy of the Organization Certificate of The Bank of New York
          (formerly Irving Trust Company) as now in effect, which contains the
          authority to commence business and a grant of powers to exercise
          corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
          filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
          Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1
          to Form T-1 filed with Registration Statement No. 33-29637.)

     4.   A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
          filed with Registration Statement No. 33-31019.)

     6.   The consent of the Trustee required by Section 321(b) of the Act.
          (Exhibit 6 to Form T-1 filed with Registration Statement No.
          33-44051.)

                                      - 2 -


     7.   A copy of the latest report of condition of the Trustee published
          pursuant to law or to the requirements of its supervising or examining
          authority.

                                      - 3 -


                                    SIGNATURE

     Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 28th day of August, 2002.


                                         THE BANK OF NEW YORK


                                         By:    /s/   ROBERT A. MASSIMILLO
                                             -----------------------------
                                             Name:    ROBERT A. MASSIMILLO
                                             Title:   VICE PRESIDENT

                                      - 4 -


                                                                       EXHIBIT 7

- --------------------------------------------------------------------------------

                       Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                    of One Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business March 31, 2002,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.



                                                                                     Dollar Amounts
                                                                                      In Thousands
                                                                                  
ASSETS
Cash and balances due from depository institutions:
   Noninterest-bearing balances and currency and coin..                              $    3,765,462
   Interest-bearing balances...........................                                   3,835,061
Securities:
   Held-to-maturity securities.........................                                   1,232,736
   Available-for-sale securities.......................                                  10,522,833
Federal funds sold and Securities purchased under
   agreements to resell................................                                   1,456,635
Loans and lease financing receivables:
   Loans and leases held for sale......................                                     801,505
   Loans and leases, net of unearned
     income..................................46,206,726
   LESS: Allowance for loan and
     lease losses...............................607,115
   Loans and leases, net of unearned
     income and allowance..............................                                  35,249,695
Trading Assets.........................................                                   8,132,696
Premises and fixed assets (including capitalized
   leases).............................................                                     898,980
Other real estate owned................................                                         911
Investments in unconsolidated subsidiaries and
   associated companies................................                                     220,609
Customers' liability to this bank on acceptances
   outstanding.........................................                                     574,020
Intangible assets......................................
   Goodwill............................................                                   1,714,761
   Other intangible assets.............................                                      49,213
Other assets...........................................                                   5,001,308
                                                                                     --------------




                                                                                  
Total assets...........................................                              $   73,954,859
                                                                                     ==============
LIABILITIES
Deposits:
   In domestic offices.................................                              $   29,175,631
   Noninterest-bearing.......................11,070,277
   Interest-bearing..........................18,105,354
   In foreign offices, Edge and Agreement
     subsidiaries, and IBFs............................                                  24,596,600
   Noninterest-bearing..........................321,299
   Interest-bearing..........................24,275,301
Federal funds purchased and securities sold under
   agreements to repurchase............................                                   1,922,197
Trading liabilities....................................                                   1,970,040
Other borrowed money:
   (includes mortgage indebtedness and obligations
   under capitalized leases).......                                                       1,577,518
Bank's liability on acceptances executed and
   outstanding.........................................                                     575,362
Subordinated notes and debentures......................                                   1,940,000
Other liabilities......................................                                   5,317,831
                                                                                     --------------
Total liabilities......................................                              $   67,075,179
                                                                                     ==============

EQUITY CAPITAL
Common stock...........................................                                   1,135,284
Surplus................................................                                   1,055,508
Retained earnings......................................                                   4,227,287
Accumulated other comprehensive income.................                                     (38,602)
Other equity capital components........................                                           0
- ---------------------------------------------------------------------------------------------------
Total equity capital...................................                                   6,379,477
                                                                                     --------------
Total liabilities and equity capital...................                              $   73,954,859
                                                                                     ==============




     I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.

                                                   Thomas J. Mastro,
                               Senior Vice President and Comptroller

     We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been

                                      - 6 -


prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true and correct.

Thomas A. Renyi
Gerald L. Hassell                         Directors
Alan R. Griffith

- --------------------------------------------------------------------------------

                                      - 7 -