EXHIBIT 10(c)


               Marathon Oil Corporation Senior Executive Officer
                      Annual Incentive Compensation Plan
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              (As Amended and Restated Effective January 1, 2002)


1. Purpose

     The objectives of the Marathon Oil Corporation Senior Executive Officer
  Annual Incentive Compensation Plan, formerly named the USX Corporation Senior
  Executive Officer Annual Incentive Compensation Plan (the "Plan"), are to
  advance the interests of the Corporation by providing Plan Participants with
  annual incentive opportunities linked directly to specific results.  It is
  intended that the Plan will:

     (a) reinforce the Corporation's goal-setting and strategic planning
         process,

     (b) recognize the efforts of senior executive officers in achieving
         objectives, and

     (c) aid in attracting and retaining competent senior executive officers,
         thus ensuring the long-range success of the Corporation.


2. Definitions

   The following definitions will apply:

     Award -       An award granted under the Senior Executive Officer Annual
                   Incentive Compensation Plan.

     Board -       The Board of Directors of Marathon Oil Corporation.

     Committee -   The Compensation & Organization Committee of the Board of
                   Directors of  Marathon Oil Corporation, which will consist
                   of not less than three directors of the Corporation who are
                   appointed by the Board of Directors and who will not be and
                   will not have been an officer or an employee of the
                   Corporation.  In addition, in order to be a member of the
                   Committee, a director must be an "outside director" within
                   the meaning of Section 162(m) of the Internal Revenue Code
                   of 1986, as amended (the "Code"), and the regulations
                   thereunder.

     Corporation - Marathon Oil Corporation, formerly named USX Corporation,
                   together with any 80% or more owned subsidiary companies.

     Participant - A senior executive officer who is eligible to receive
                   incentive compensation under the Plan.


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3. Administration

   The Committee will administer the Plan and will make all other
   determinations necessary under the Plan. Determinations made by the Committee
   will be final and binding upon Participants and their legal representatives
   and, in the case of deceased Participants, upon their executors,
   administrators, estates, beneficiaries, heirs and legatees. The terms and
   provisions of the Plan will be construed under and controlled by the law of
   the State of Delaware.

4. Participants

   Participants in the Plan are employees who served the Corporation in one of
   the positions listed below for at least a portion of the year for which
   Awards are made:

            Chairman
            Chief Executive Officer
            President
            Vice Chairmen
            Chief Operating Officer
            Chief Financial Officer
            General Counsel
            Executive Vice Presidents
            Senior Vice Presidents

   Awards made to individuals who die (in which case the Award will be made to
   the estate of the Participant) or retire during the year will be prorated
   based on the period of active employment. An employee who is a participant in
   any other cash incentive plan for a year or portion thereof may not
   participate in the Plan for the same year or portion thereof.

5. Determination of Awards

   Each Award granted under the Plan will be based upon the performance of the
   Corporation.  Performance will be evaluated using the specific performance
   measures outlined in the table below.  The Committee has the authority to
   adopt, in accordance with regulations established under the Code, applicable
   target levels under these performance measures and the amounts to be awarded
   for attaining these target levels.

   The Committee reserves the right to reduce the amount of an Award or
   eliminate an Award that would otherwise be payable to a Participant under the
   Plan.  In no event will the amount of an Award payable to a Participant for a
   year exceed $3.0 million.


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          Applicable
         Performance
           Measures
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Income From Operations

Oil and Natural Gas Production
 Liquid Hydrocarbon
 Natural Gas

Increases in Reserves in
Excess of Annual Production
 Liquid Hydrocarbon
 Natural Gas

Refined Products
 Sales
 Margins

Worker Safety (Lost Time Accidents)

Toxic Emissions Improvements

Work Force Diversity

Common Stock Performance


6. Payment of Awards

   Awards can be paid under the Plan only after the Committee certifies in
   writing that the applicable performance measures have been satisfied.

   The Committee may permit deferral of receipt of all or any portion of an
   Award granted under the Plan for such period and under such conditions as the
   Committee may determine, including the payment of interest at a reasonable
   rate.

   No Award will be paid to a Participant who quits or is discharged prior to
   payment of an Award.

   Unless receipt is deferred, an Award will be paid in cash as soon as
   practicable following the determination of Awards.  Awards are subject to
   income and payroll tax withholding.

   Awards are included in "gross pay" for purposes of benefit calculations under
   the respective retirement and thrift plans unless the Award is paid after a
   Participant retires.

7. Effective Date

   This Plan became effective on May 2, 1994, applicable to each calendar year
   thereafter.