EXHIBIT 10(e)


      THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES
          THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933

          Marathon Oil Corporation Non-Officer Restricted Stock Plan
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              (As Amended and Restated Effective January 1, 2002)

1.      Purpose

        The objective of the Marathon Oil Corporation Non-Officer Restricted
        Stock Plan, formerly named the USX Corporation Non-Officer Restricted
        Stock Plan, (the "Plan") is, through the issuance of restricted stock
        ("Shares"), to advance the interests of Marathon Oil Corporation
        (formerly named USX Corporation), its subsidiaries, affiliates and joint
        ventures (the "Corporation") (a) by promoting the retention of
        outstanding employees, (b) by rewarding specific noteworthy achievements
        on the part of an employee or a group of employees, (c) by motivating
        employees through growth-related incentives to achieve long-term goals
        and (d) by aligning the interests of employees with those of the
        stockholders.

2.      Administration

        Except as noted below, the Plan shall be administered by the Salary and
        Benefits Committee of the Corporation (the "Administering Committee"):

        The Administering Committee shall establish its own guidelines for
        granting Shares and for general administration of grants made under the
        Plan. Such guidelines shall be subject to review by the Law, Tax and
        Accounting departments. The Administering Committee shall have the power
        to cancel a grant made under the Plan when such cancellation is deemed
        appropriate.

        The Compensation and Organization Committee of the Marathon Oil
        Corporation Board of Directors (the "Compensation and Organization
        Committee") shall create and authorize pools for specific numbers of
        Shares to be granted by the Administering Committee. Authorizations
        shall be made every two years, and no authorization shall exceed 1
        percent of the total shares of common stock outstanding on December 31
        of the preceding year. In addition, Shares related to grants that are
        forfeited or cancelled before vesting shall immediately become available
        for grants, and these Shares, as well as any unused portion of the
        percentage limit of Shares available from previous authorizations, shall
        be carried forward and available for grants in succeeding calendar
        years.

        The Marathon Oil Corporation Board of Directors (the "Marathon Board")
        shall approve all amendments to the Plan.

3.      Eligibility for Participation

        Participation in this Plan shall be limited to exempt employees below
        the officer level,up to and including Salary Grade 18.

4.      Grants

        All grants shall be subject to such forfeiture and transfer restriction
        provisions as may be established by the Administering Committee.
        Grantees receiving an award shall have all the rights of a stockholder
        of the Corporation, including the right to vote the Shares and the right
        to receive any cash dividends paid thereon.


5.      Source of Shares

        Shares granted under the Plan may be granted out of authorized and
        unissued shares, treasury shares or open-market purchases.


6.      Vesting

        Shares granted to an employee shall vest as follows: 50 percent of the
        Shares received pursuant to a specific grant shall vest on the second
        anniversary of the grant; the remaining 50 percent shall vest on the
        fourth anniversary of the grant. Each grant shall be subject to the
        condition that the employee's continuous service with the Corporation
        continues through the relevant anniversary date, unless terminated by
        reason of death.


7.      Adjustments

        In the event of any change in the outstanding common stock of the
        Corporation by reason of a stock split, stock dividend, stock
        combination or reclassification, recapitalization or merger, or similar
        event, the Compensation and Organization Committee may appropriately
        adjust the number of Shares covered by a grant and make such other
        revisions to outstanding grants as it deems are equitably required.


8.      Tax Withholding

        The Corporation shall have the right to condition the obligation to
        deliver or the vesting of Shares under this Plan upon the employee
        paying the Corporation such amount as it may request to satisfy any
        liability for applicable withholding taxes. Employees may elect to have
        the Corporation withhold Shares to satisfy all or part of their
        withholding liability in the manner and to the extent provided for by
        the Administering Committee at the time of such election.


9.      Amendments

        The Administering Committee shall have the authority to make such
        amendments to any terms and conditions applicable to outstanding grants
        as are consistent with the Plan, provided that, except for adjustments
        under Paragraph 7 hereof, no such action shall modify a grant in a
        manner adverse to the grantee without the grantee's prior consent,
        except as such modification is provided for or contemplated in the terms
        of the grant.


10.     Effective Date

        This Plan became effective on January 30, 2001.

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