THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Marathon Oil Corporation (MRO)

3/6/2006 Proxy Information

Effective January 31, 2006, Thomas J. Usher retired as Chairman of the board of directors, and Dr. Shirley Ann Jackson retired as a director of United States Steel Corporation. As a result of these retirements, three remaining members of MarathonŐs board of directors are also directors for United States Steel.

The Separation

On December 31, 2001, Marathon disposed of its steel business through a tax-free distribution of the common stock of its wholly-owned subsidiary United States Steel to holders of USX-U.S. Steel Group common stock in exchange for all outstanding shares of USX-U.S. Steel Group common stock on a one-for-one basis. As a result, Marathon and United States Steel entered into a number of agreements governing their future relationship.

Obligations Associated with Financings

Marathon remains obligated (primarily or contingently) for certain debt and other financial arrangements for which United States Steel has assumed responsibility for repayment under the terms of the separation. As of December 31, 2005, Marathon has identified $597 million of financial obligations, which have been assumed by United States Steel. These financial obligations will continue in 2006.

Other Transactions

In 2005, Marathon made payments to United States Steel related to a federal tax audit settlement for years prior to the separation. During 2005, amounts paid by either party to the other party were less than 5% of the receiving partyŐs consolidated gross revenues for that period.

Also in 2005, Marathon had sales of natural gas to United States Steel totaling $29.3 million and sales of refined products of $1.6 million. Marathon purchased raw materials from United States Steel in the amount of $38.9 million. These transactions were in the ordinary course of business and at competitive prices and terms.

Barclays Global

Investors, NA Barclays Global Investors, NA and its affiliates own greater than 5% of the outstanding common stock of Marathon. In 2005, Marathon and affiliates of Barclays were parties to commodity-based derivative contracts, which resulted in net cash settlement payments to Barclays in the amount of $3.0 million.

Other

Transactions Other than as provided above, the Company and its subsidiaries have had transactions with entities with which certain directors were affiliated in the regular course of business since January 1, 2005. Our Board of Directors has given due consideration to these transactions and has determined that no director had a material interest in any such transaction. Such transactions were in the ordinary course of business and at competitive prices and terms. We anticipate that similar transactions will occur in 2006.

3/10/2005 Proxy Information

United States Steel Corporation

Thomas J. Usher is the Chairman of the Board of United States Steel Corporation. In addition to Mr. Usher, four other members of Marathon's Board of Directors are members of the Board of Directors for United States Steel.

The Separation

On December 31, 2001, Marathon disposed of its steel business through a tax-free distribution of the common stock of its wholly-owned subsidiary United States Steel to holders of USX-U.S. Steel Group common stock in exchange for all outstanding shares of USX-U.S. Steel Group common stock on a one-for-one basis. As a result, Marathon and United States Steel entered into a number of agreements governing their future relationship.

Obligations Associated with Financings

Marathon remains obligated (primarily or contingently) for certain debt and other financial arrangements for which United States Steel has assumed responsibility for repayment under the terms of the separation. As of December 31, 2004, Marathon has identified $671 million financial obligations, which have been assumed by United States Steel. These financial obligations will continue in 2005.

Retirement Benefits Payments

Pursuant to the terms of the separation, Marathon made payments to United States Steel in the amount of $4.1 million in 2004 for its share of retirement benefits. This amount includes a charge for Marathon's share of non-qualified benefit payments to Mr. Usher of $3.4 million as a result of his retirement as chief executive officer of United States Steel.

Other Transactions

In 2004, Marathon made payments to United States Steel related to a federal tax audit settlement and a state tax refund for years prior to the separation. During 2004, amounts paid by either party to the other party were less than 5% of the receiving party's consolidated gross revenues for that period.

Also in 2004, Marathon had sales of natural gas to United States Steel totaling $28.7 million and sales of refined products of $1.2 million. Marathon purchased raw materials from United States Steel in the amount of $26.6 million. These transactions were in the ordinary course of business and at competitive prices and terms.

Barclays Global Investors, NA

Barclays Global Investors, NA and its affiliates own greater than 5% of the outstanding common stock of Marathon. In 2004, Marathon and affiliates of Barclays were parties to commodity-based derivative contracts, which resulted in net cash settlement payments to Barclays in the amount of $3.5 million.

Other Transactions

Other than as provided above, the Company and its subsidiaries have had transactions with entities with which certain directors were affiliated in the regular course of business since January 1, 2004. Our Board of Directors has given due consideration to these transactions and has determined that no director had a material interest in any such transaction. Such transactions were in the ordinary course of business and at competitive prices and terms. We anticipate that similar transactions will occur in 2005.

3/9/2004 Proxy Information

Thomas J. Usher is the Chairman of the Board and Chief Executive Officer of United States Steel Corporation. In addition to Mr. Usher, four other members of MarathonŐs Board of Directors are members of the Board of Directors for United States Steel.

The Separation

On December 31, 2001, Marathon disposed of its steel business through a tax-free distribution of the common stock of its wholly-owned subsidiary United States Steel to holders of USX-U.S. Steel Group common stock in exchange for all outstanding shares of USX-U.S. Steel Group common stock on a one-for-one basis. As a result, Marathon and United States Steel entered into a number of agreements governing their future relationship.

Obligations Associated with Financings

Marathon remains obligated (primarily or contingently) for certain debt and other financial arrangements for which United States Steel has assumed responsibility for repayment under the terms of the separation. As of December 31, 2003, Marathon has identified $699 million in financial obligations, which have been assumed by United States Steel. These financial obligations will continue in 2004.

Other Transactions

In 2003, Marathon made a tax payment to United States Steel related to tax settlements for years prior to the separation. During 2003, amounts paid by either party to the other party was less than 5% of the receiving partyŐs consolidated gross revenue for that period.

Also in 2003, Marathon had sales of natural gas to United States Steel totaling $29.8 million and sales of refined products of $1.0 million. Marathon purchased raw materials from United States Steel in the amount of $14.1 million. These transactions were in the ordinary course of business and at competitive prices.

Barclays Private Bank Limited and its affiliates own greater than 5% of the outstanding common stock of Marathon. In 2003, Marathon and affiliates of Barclays were parties to commodity-based derivative contracts, which resulted in net cash settlement payments to Barclays in the amount of $37.6 million.