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

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