POS AM

As filed with the Securities and Exchange Commission on July 11, 2005

Registration No. 333-119694

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 4

TO

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

MARATHON OIL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	2911	25-0996816
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

5555 San Felipe Road Houston, Texas 77056-2723 (713) 629-6600 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) William F. Schwind, Jr., Esq. Vice President, General Counsel and 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)

Copies to:

Ted W. Paris, Esq. Baker Botts L.L.P. 910 Louisiana One Shell Plaza Houston, Texas 77002 (713) 229-1234 David L. Hausrath, Esq. Ashland Inc. 50 E. RiverCenter Boulevard P.O. Box 391 Covington, Kentucky 41012 (859) 815-3333 Susan Webster, Esq. James C. Woolery, Esq. Cravath, Swaine & Moore LLP Worldwide Plaza 825 Eighth Avenue New York, New York 10019 (212) 474-1000

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and all other conditions under the Master Agreement included as Annex A to the enclosed proxy statement/prospectus (the “Master Agreement”) have been satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) 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. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) 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. x Registration No. 333-119694

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant 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 of 1933 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

Marathon Oil Corporation hereby amends its registration statement on Form S-4 (No. 333-119694) (the “Registration Statement”), declared effective on May 20, 2005, by filing this Post-Effective Amendment No. 4 (this “Amendment”). This Amendment is being filed solely to file Exhibits 99.6, 99.7, 99.8, 99.9, 99.11 and 99.12 to the Registration Statement, which Exhibits are the bring-down opinions of American Appraisal Associates, Inc. and Houlihan Lokey Howard & Zukin Financial Advisors, Inc. delivered by such firms at the closing of the transactions described in the Registration Statement and the consents of such firms.

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 20. 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.

Certification of Incorporation and Bylaws

Article Eleventh of the Company’s restated certificate of incorporation states:

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.

II-1

Indemnification Agreements and Insurance

The Company 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 also 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 21. Exhibits and Financial Statement Schedules.

(a) List of Exhibits

Exhibit No.	Description of Exhibit
++**2.1	Master Agreement among Ashland Inc., ATB Holdings Inc., EXM LLC, New EXM Inc., Marathon Oil Corporation, Marathon Oil Company, Marathon Domestic LLC and Marathon Ashland Petroleum LLC, dated as of March 18, 2004 and Amendment No. 1 dated as of April 27, 2005 (included as Annex A to the proxy statement/prospectus contained in this Registration Statement).
++**2.2	Amended and Restated Tax Matters Agreement among Ashland Inc., ATB Holdings Inc., EXM LLC, New EXM Inc., Marathon Oil Company, Marathon Oil Corporation, Marathon Domestic LLC and Marathon Ashland Petroleum LLC, dated as of April 27, 2005 (included as Annex B to the proxy statement/prospectus contained in this Registration Statement).
++**2.3	Assignment and Assumption Agreement (Maleic Business) between Ashland Inc. and ATB Holdings Inc., dated as of March 18, 2004 (included as Annex C to the proxy statement/prospectus contained in this Registration Statement).
++**2.4	Assignment and Assumption Agreement (VIOC Centers) between Ashland Inc. and ATB Holdings Inc., dated as of March 18, 2004 (included as Annex D to the proxy statement/prospectus contained in this Registration Statement).
++*2.5	Amended and Restated Limited Liability Company Agreement of Marathon Ashland Petroleum LLC, dated as of December 31, 1998 (incorporated by reference to Exhibit 10(n) to Marathon Oil Corporation’s Form 10-K for the year ended December 31, 2003).
++**2.6	Amendment No. 2, dated as of March 18, 2004, and Amendment No. 3 dated as of April 27, 2005, to the Amended and Restated Limited Liability Company Agreement of Marathon Ashland Petroleum LLC (included as Annex E to the proxy statement/prospectus contained in this Registration Statement).
++*2.7	Put/Call, Registration Rights and Standstill Agreement among Marathon Oil Company, USX Corporation, Ashland Inc. and Marathon Ashland Petroleum LLC, dated as of January 1, 1998 (incorporated by reference to Exhibit 10(o) to Marathon Oil Corporation’s Form 10-K for the year ended December 31, 2003).
++*2.8	Amendment No. 1, dated as of December 31, 1998, to the Put/Call, Registration Rights and Standstill Agreement of Marathon Ashland Petroleum LLC (incorporated by reference to Exhibit 10(p) to Marathon Oil Corporation’s Form 10-K for the year ended December 31, 2003).
++*2.9	Amendment No. 2, dated as of March 17, 2004, to the Put/Call, Registration Rights and Standstill Agreement of Marathon Ashland Petroleum LLC (incorporated by reference to Exhibit 10.2 to Marathon Oil Corporation’s Form 10-Q for the quarter ended March 31, 2004).
++**2.10	Asset Transfer and Contribution Agreement among Marathon Oil Company, Ashland Inc. and Marathon Ashland Petroleum LLC, dated as of December 12, 1997.

II-2

Exhibit No.	Description of Exhibit
++**2.11	Amendment No. 1, dated as of December 31, 1998, to the Asset Transfer and Contribution Agreement among Marathon Oil Company, Ashland Inc. and Marathon Ashland Petroleum LLC.
*3.1	Restated Certificate of Incorporation of Marathon Oil Corporation (incorporated by reference to Exhibit 3(a) to Marathon Oil Corporation’s Form 10-K for the year ended December 31, 2001).
*3.2	By-laws of Marathon Oil Corporation (incorporated by reference to Exhibit 3(b) to Marathon Oil Corporation’s Form 10-K for the year ended December 31, 2002).
*4.1	Specimen of Marathon Oil Corporation Common Stock certificate (incorporated by reference to Exhibit 4.3 to Marathon Oil Corporation’s (formerly USX Corporation’s) Registration Statement on Form S-3 (Reg. No. 333-88797)).
*4.2	Senior Indenture between Marathon Oil Corporation and JPMorgan Chase Bank, as Trustee, dated as of February 26, 2002 (incorporated by reference to Exhibit 4.1 to Marathon Oil Corporation’s Form 8-K dated February 27, 2002 (filed March 4, 2002)).
*4.3	Senior Indenture among Marathon Global Funding Corporation, Issuer, Marathon Oil Corporation, Guarantor, and JPMorgan Chase Bank, Trustee, dated as of June 14, 2002 (incorporated by reference to Exhibit 4.1 to Marathon Oil Corporation’s Form 8-K dated June 18, 2002 (filed June 21, 2002)).
*4.4	Senior Supplemental Indenture No. 1 among Marathon Global Funding Corporation, Issuer, Marathon Oil Corporation, Guarantor, and JPMorgan Chase Bank, Trustee, dated as of September 5, 2003, to the Indenture dated as of June 14, 2002 (incorporated by reference to Exhibit 4.1 to Marathon Oil Corporation’s Form 10-Q for the quarter ended September 30, 2003).
**5.1	Opinion of Baker Botts L.L.P regarding legality of securities being issued.
**8.1	Opinion of Cravath, Swaine & Moore LLP regarding tax matters.
**23.1	Consent of PricewaterhouseCoopers LLP.
**23.2	Consent of Ernst & Young LLP.
**23.3	Consent of Baker Botts L.L.P. (included in Exhibit 5.1).
**23.4	Consent of Cravath, Swaine & Moore LLP (included in Exhibit 8.1).
**24.1	Powers of attorney.
**99.1	Opinion of Credit Suisse First Boston LLC (included as Annex I to the proxy statement/prospectus contained in this Registration Statement).
**99.2	Consent of Credit Suisse First Boston LLC.
**99.3	Opinion of American Appraisal Associates, Inc. (included as Annex J to the proxy statement/prospectus contained in this Registration Statement).
**99.4	Opinion of American Appraisal Associates, Inc. (included as Annex K to the proxy statement/prospectus contained in this Registration Statement).
**99.5	Opinion of American Appraisal Associates, Inc. (included as Annex L to the proxy statement/prospectus contained in this Registration Statement).
99.6	Consent of American Appraisal Associates, Inc.
99.7	Bring-down Opinion of American Appraisal Associates, Inc.
99.8	Bring-down Opinion of American Appraisal Associates, Inc.

II-3

Exhibit No.	Description of Exhibit
99.9	Bring-down Opinion of American Appraisal Associates, Inc.
**99.10	Opinion of Houlihan Lokey Howard & Zukin Financial Advisors, Inc. (included as Annex M to the proxy statement/prospectus contained in this Registration Statement).
99.11	Consent of Houlihan Lokey Howard & Zukin Financial Advisors, Inc.
99.12	Bring-down Opinion of Houlihan Lokey Howard & Zukin Financial Advisors, Inc.
**99.13	Consent of Steptoe & Johnson LLP.
**99.14	Amendment No. 1, dated March 18, 2004, to the Rights Agreement between Ashland Inc. and National City Bank, dated May 16, 1996.
**99.15	Amendment No. 2, dated as of April 27, 2005, to the Rights Agreement dated as of May 16, 1996 between Ashland Inc. and National City Bank, as Rights Agent.

*  Incorporated by reference to the filing indicated.

**  Previously filed.

++ The registrant agrees to furnish supplementally a copy of any omitted schedule to the Commission upon request.

(b) Not applicable.

(c) See Exhibits 99.1, 99.3, 99.4, 99.5, 99.7, 99.8, 99.9, 99.10 and 99.12.

Marathon agrees to furnish to the Commission, upon request, a copy of each agreement with respect to long-term debt of Marathon for which the amount authorized thereunder does not exceed 10% of the total assets of Marathon on a consolidated basis.

Item 22. Undertakings.

(a)     Reg. S-K, Item 512(a) Undertaking: The undersigned registrant hereby undertakes:

(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 this 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 this 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) if, in the aggregate, the changes in volume and price represent no more than a 20% 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 this registration statement or any material change to such information in this registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)1(ii) above do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective

II-4

amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission 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.

(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)     Reg. S-K, Item 512(b) Undertaking: The undersigned registrant hereby undertakes 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 this 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)     Reg. S-K, Item 512(g) Undertaking:

(1) The undersigned registrant hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

(2) The registrant undertakes that every prospectus: (i) that is filed pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet the requirements of section 10(a)(3) of the Securities Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective and that, for purposes 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.

(d)     Reg. S-K, Item 512(h) Undertaking: Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the 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 the registrant of expenses incurred or paid by a director, officer or controlling person of the 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, the 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.

(e)     Form S-4, Item 22(b) Undertaking: The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(f)     Form S-4, Item 22(c) Undertaking: The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning the transactions to which the Master Agreement relates, and the company being acquired involved therein, that was not the subject of and included in this registration statement when it becomes effective.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Marathon Oil Corporation 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 July 11, 2005.

MARATHON OIL CORPORATION
By:	/s/    Janet F. Clark
	Janet F. Clark
	Senior Vice President & Chief Financial 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 July 11, 2005.

Signature	Title
*	Chairman of the Board and Director
Thomas J. Usher
*	President & Chief Executive Officer and Director
Clarence P. Cazalot, Jr.
/s/    Janet F. Clark	Senior Vice President and Chief Financial Officer
Janet F. Clark
*	Vice President, Accounting and Controller
Albert G. Adkins
*	Director
Charles F. Bolden, Jr.
*	Director
David A. Daberko
*	Director
William L. Davis
*	Director
Shirley Ann Jackson
*	Director
Philip Lader
*	Director
Charles R. Lee
*	Director
Dennis H. Reilley
*	Director
Seth E. Schofield
*	Director
Douglas C. Yearley

*By:	/s/    Janet F. Clark
	Janet F. Clark, as Attorney-in-Fact

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EXHIBIT INDEX

Exhibit Number	Description of Document
++**2.1	Master Agreement among Ashland Inc., ATB Holdings Inc., EXM LLC, New EXM Inc., Marathon Oil Corporation, Marathon Oil Company, Marathon Domestic LLC and Marathon Ashland Petroleum LLC, dated as of March 18, 2004 and Amendment No. 1 dated as of April 27, 2005 (included as Annex A to the proxy statement/prospectus contained in this Registration Statement).
++**2.2	Amended and Restated Tax Matters Agreement among Ashland Inc., ATB Holdings Inc., EXM LLC, New EXM Inc., Marathon Oil Company, Marathon Oil Corporation, Marathon Domestic LLC and Marathon Ashland Petroleum LLC, dated as of April 27, 2005 (included as Annex B to the proxy statement/prospectus contained in this Registration Statement).
++**2.3	Assignment and Assumption Agreement (Maleic Business) between Ashland Inc. and ATB Holdings Inc., dated as of March 18, 2004 (included as Annex C to the proxy statement/prospectus contained in this Registration Statement).
++**2.4	Assignment and Assumption Agreement (VIOC Centers) between Ashland Inc. and ATB Holdings Inc., dated as of March 18, 2004 (included as Annex D to the proxy statement/prospectus contained in this Registration Statement).
++*2.5	Amended and Restated Limited Liability Company Agreement of Marathon Ashland Petroleum LLC, dated as of December 31, 1998 (incorporated by reference to Exhibit 10(n) to Marathon Oil Corporation’s Form 10-K for the year ended December 31, 2003).
++**2.6	Amendment No. 2, dated as of March 18, 2004, and Amendment No. 3 dated as of April 27, 2005, to the Amended and Restated Limited Liability Company Agreement of Marathon Ashland Petroleum LLC (included as Annex E to the proxy statement/prospectus contained in this Registration Statement).
++*2.7	Put/Call, Registration Rights and Standstill Agreement among Marathon Oil Company, USX Corporation, Ashland Inc. and Marathon Ashland Petroleum LLC, dated as of January 1, 1998 (incorporated by reference to Exhibit 10(o) to Marathon Oil Corporation’s Form 10-K for the year ended December 31, 2003).
++*2.8	Amendment No. 1, dated as of December 31, 1998, to the Put/Call, Registration Rights and Standstill Agreement of Marathon Ashland Petroleum LLC (incorporated by reference to Exhibit 10(p) to Marathon Oil Corporation’s Form 10-K for the year ended December 31, 2003).
++*2.9	Amendment No. 2, dated as of March 17, 2004, to the Put/Call, Registration Rights and Standstill Agreement of Marathon Ashland Petroleum LLC (incorporated by reference to Exhibit 10.2 to Marathon Oil Corporation’s Form 10-Q for the quarter ended March 31, 2004).
++**2.10	Asset Transfer and Contribution Agreement among Marathon Oil Company, Ashland Inc. and Marathon Ashland Petroleum LLC, dated as of December 12, 1997.
++**2.11	Amendment No. 1, dated as of December 31, 1998, to the Asset Transfer and Contribution Agreement among Marathon Oil Company, Ashland Inc. and Marathon Ashland Petroleum LLC.
*3.1	Restated Certificate of Incorporation of Marathon Oil Corporation (incorporated by reference to Exhibit 3(a) to Marathon Oil Corporation’s Form 10-K for the year ended December 31, 2001).
*3.2	By-laws of Marathon Oil Corporation (incorporated by reference to Exhibit 3(b) to Marathon Oil Corporation’s Form 10-K for the year ended December 31, 2002).
*4.1	Specimen of Marathon Oil Corporation Common Stock certificate (incorporated by reference to Exhibit 4.3 to Marathon Oil Corporation’s (formerly USX Corporation’s) Registration Statement on Form S-3 (Reg. No. 333-88797)).

Exhibit Number	Description of Document
*4.2	Senior Indenture between Marathon Oil Corporation and JPMorgan Chase Bank, as Trustee, dated as of February 26, 2002 (incorporated by reference to Exhibit 4.1 to Marathon Oil Corporation’s Form 8-K dated February 27, 2002 (filed March 4, 2002)).
*4.3	Senior Indenture among Marathon Global Funding Corporation, Issuer, Marathon Oil Corporation, Guarantor, and JPMorgan Chase Bank, Trustee, dated as of June 14, 2002 (incorporated by reference to Exhibit 4.1 to Marathon Oil Corporation’s Form 8-K dated June 18, 2002 (filed June 21, 2002)).
*4.4	Senior Supplemental Indenture No. 1 among Marathon Global Funding Corporation, Issuer, Marathon Oil Corporation, Guarantor, and JPMorgan Chase Bank, Trustee, dated as of September 5, 2003, to the Indenture dated as of June 14, 2002 (incorporated by reference to Exhibit 4.1 to Marathon Oil Corporation’s Form 10-Q for the quarter ended September 30, 2003).
**5.1	Opinion of Baker Botts L.L.P regarding legality of securities being issued.
**8.1	Opinion of Cravath, Swaine & Moore LLP regarding tax matters.
**23.1	Consent of PricewaterhouseCoopers LLP.
**23.2	Consent of Ernst & Young LLP.
**23.3	Consent of Baker Botts L.L.P. (included in Exhibit 5.1).
**23.4	Consent of Cravath, Swaine & Moore LLP (included in Exhibit 8.1).
**24.1	Powers of attorney.
**99.1	Opinion of Credit Suisse First Boston LLC (included as Annex I to the proxy statement/prospectus contained in this Registration Statement).
**99.2	Consent of Credit Suisse First Boston LLC.
**99.3	Opinion of American Appraisal Associates, Inc. (included as Annex J to the proxy statement/prospectus contained in this Registration Statement).
**99.4	Opinion of American Appraisal Associates, Inc. (included as Annex K to the proxy statement/prospectus contained in this Registration Statement).
**99.5	Opinion of American Appraisal Associates, Inc. (included as Annex L to the proxy statement/prospectus contained in this Registration Statement).
99.6	Consent of American Appraisal Associates, Inc.
99.7	Bring-down Opinion of American Appraisal Associates, Inc.
99.8	Bring-down Opinion of American Appraisal Associates, Inc.
99.9	Bring-down Opinion of American Appraisal Associates, Inc.
**99.10	Opinion of Houlihan Lokey Howard & Zukin Financial Advisors, Inc. (included as Annex M to the proxy statement/prospectus contained in this Registration Statement).
99.11	Consent of Houlihan Lokey Howard & Zukin Financial Advisors, Inc.
99.12	Bring-down Opinion of Houlihan Lokey Howard & Zukin Financial Advisors, Inc.
**99.13	Consent of Steptoe & Johnson LLP.

Exhibit Number	Description of Document
**99.14	Amendment No. 1, dated March 18, 2004, to the Rights Agreement between Ashland Inc. and National City Bank, dated May 16, 1996.
**99.15	Amendment No. 2, dated as of April 27, 2005, to the Rights Agreement dated as of May 16, 1996 between Ashland Inc. and National City Bank, as Rights Agent.

* Incorporated by reference to the filing indicated.

** Previously filed.

++ The registrant agrees to furnish supplementally a copy of any omitted schedule to the Commission upon request.

EX-99.6

Exhibit 99.6

United States			International
Atlanta	Milwaukee		Austria	Italy
Boston	New Orleans		Canada	Japan
Charlotte	New York		China	Portugal
Chicago	Oak Brook	411 East Wisconsin Avenue	Czech Republic	Russia
Cincinnati	Philadelphia	Suite 1000	France	Spain
Dallas	Pittsburgh	P.O. Box 664	Germany	Thailand
Denver	Princeton	Milwaukee, Wisconsin 53201-0664	Greece	United Kingdom
Detroit	San Francisco		Hungary
Houston	Schaumburg	Telephone (414) 271-7240
Irvine	Stamford	www.american-appraisal.com
Los Angeles	Washington D.C.

CONSENT OF INDEPENDENT APPRAISER

American Appraisal Associates, Inc. (“AAA”) hereby consents to the incorporation of (i) AAA’s two solvency opinions, each addressed to the board of directors of Marathon Oil Corporation (“Marathon”) and dated June 30, 2005, and (ii) its reasonably equivalent value opinion, addressed to the board of directors of Marathon and dated June 30, 2005, as annexed to the proxy statement / prospectus filed by Ashland Inc., (“Ashland”) with the Securities and Exchange Commission (the “SEC”) under cover of a Schedule 14A pursuant to the Securities Exchange Act of 1934, as amended, and the registration statements on Form S-4 filed with the SEC by Ashland and by Marathon pursuant to the Securities Act of 1933, as amended. AAA also hereby consents to the filing of its bring-down solvency and reasonably equivalent value opinions addressed to the Board of Directors of Marathon, in their entirety, as exhibits to post-effective amendments to such registration statements on Form S-4.

AAA also consents to the inclusion of the summaries of those opinions in such proxy statement / prospectus and to the references to AAA contained in those summaries.

AMERICAN APPRAISAL ASSOCIATES, INC.
By	/s/ T. Michael Rathburn
	T. Michael Rathburn
	Associate General Counsel

Milwaukee, Wisconsin

July 11, 2005

EX-99.7

EXHIBIT 99.7

Marathon Oil Corporation

June 30, 2005

Page 1 of 13

June 30, 2005

Board of Directors

Marathon Oil Corporation

5555 San Felipe

Houston, Texas 77056

This letter is furnished at the request of Marathon Oil Corporation (“MOC”) in connection with the Transaction (as defined below) whereby MOC will acquire the entire equity membership interest in Marathon Ashland Petroleum LLC (“MAP”) owned by Ashland Inc. (“Ashland”).

Overview

We understand that currently MOC owns a 62% membership interest in MAP and Ashland owns a 38% membership interest in MAP (the “Ashland Interest”). Under the proposed terms of the Transaction (as defined below):

(i) MAP will redeem a portion of the Ashland Interest for an amount that is currently estimated at $900 million (which estimate assumes that the Holdco Borrowing (as defined below) will be approximately $1.9 billion) plus 38% of MAP’s cash accumulated from operations prior to closing of the Transaction, which redemption consideration will be paid in a combination of cash and MAP accounts receivable (the “Partial Redemption”); the amount of the Partial Redemption will be increased (or decreased) to the extent of any decrease (or increase) in the amount of the Holdco Borrowing and by 38 percent of certain pension contributions and similar payments by MAP;

(ii) Promptly following the Partial Redemption, Ashland will reorganize (the “Restructuring”) its corporate structure, effectively resulting in:

(A) the transfer to a newly formed wholly owned subsidiary of Ashland (“Holdco”) of (1) the remaining Ashland Interest (including the Ashland LOOP/LOCAP interests) and (2) certain other active trades or businesses (collectively, the “ATB”); and

(B) the transfer (via merger of Ashland with and into a newly formed wholly owned subsidiary of Holdco followed by a merger of that subsidiary with and into another newly formed wholly owned subsidiary of Holdco (“Newco”)) of Ashland’s remaining assets and liabilities (including, but not limited to, all assets and liabilities related to Ashland’s currently wholly owned businesses (other than the ATB)) and the cash and accounts receivable from the Partial Redemption to Newco;

(iii) Promptly following the Restructuring, (A) Holdco will contribute to Newco cash (the “Cash Contribution” and, together with the amount received by Ashland in the Partial Redemption, the limitation on Newco’s environmental indemnity described below, and any indemnity by MOC of the Section 355(e) tax liabilities described below, the “MOC Consideration”) in an

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amount sufficient to repay, repurchase, defease or terminate certain of Ashland’s debt and similar obligations, currently estimated at $1.9 billion which it will raise through its incurrence of debt (the “Holdco Borrowing”), (B) Holdco will distribute shares of Newco common stock to the holders of shares of Holdco common stock, on the basis of one share of Newco common stock for each outstanding share of Holdco common stock, and (C) Holdco will merge with a subsidiary of MOC (which will be a Delaware LLC) in a merger (the “Merger”) in which MOC’s subsidiary will be the surviving entity, with MOC common stock having an aggregate value of $915 million being issued to the former Holdco shareholders;

(iv) Newco’s indemnification obligations for certain environmental losses associated with the assets Ashland transferred to MAP at the formation of the joint venture will be limited to $50 million in the aggregate, and Ashland or Newco will bear certain costs of an ongoing project at the St. Paul Park refinery (MOC has instructed us to value this limitation on Newco’s environmental indemnity at $15 million); and

(v) With regard to tax liabilities under Section 355(e) of the Internal Revenue Code of 1986, as amended (the “Code”), or similar provisions of state or local laws arising from the Transaction (collectively, “Section 355(e) Taxes”): (A) MOC will satisfy and indemnify Newco against, the first $200 million of liability in respect of Section 355(e) Taxes (provided, however, that, to the extent the liability for Section 355(e) Taxes that is attributable to the reduction in the tax basis of the Newco common stock pursuant to Section 358(d)(1) of the Code exceeds $75 million, MOC’s indemnification obligation with respect to Section 355(e) Taxes will be increased by an amount equal to such excess); (B) Newco will be liable for up to $175 million of liabilities for Section 355(e) Taxes in excess of Marathon’s indemnification obligation described in the immediately preceding clause (A); and (C) Newco and MOC will share equally the responsibility to satisfy any liability for Section 355(e) Taxes in excess of their respective indemnification obligations described in the immediately preceding clauses (A) and (B).

The transactions contemplated by the Partial Redemption, the Restructuring, the Holdco Borrowing, the Cash Contribution, and the Merger and related transactions, in each case as described in more detail in the transaction documents that have been provided to us, and the payment of related fees and expenses are collectively referred to as the “Transaction.”

Solvency Tests

In connection with the Transaction, MOC has requested that we render a written solvency opinion (this “Opinion”) as of the date hereof addressed to you, as to whether, assuming the Transaction is consummated substantially as proposed as of June 30, 2005 (the “Effective Date”), which we understand to be consistent with the assumed date of consummation reflected on the Pro Forma Balance Sheets (as defined herein) prepared by Ashland as of June 30, 2005:

(a) The Fair Value of the aggregate assets of Ashland, before consummation of the Transaction, and Newco, after consummation of the Transaction, will exceed their respective total Liabilities (including subordinated, unmatured, unliquidated, disputed and Contingent Liabilities);

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(b) The Present Fair Saleable Value of the aggregate assets of Ashland, before consummation of the Transaction, and Newco, after consummation of the Transaction, will exceed their respective probable Liabilities, as they become absolute and mature;

(c) Ashland, before consummation of the Transaction, and Newco, after consummation of the Transaction, will be able to pay their respective Liabilities as they mature and come due; and

(d) Ashland, before consummation of the Transaction, and Newco, after consummation of the Transaction, will not have unreasonably small capital for the business in which it is engaged, as management of Ashland has stated Ashland’s business, before consummation of the Transaction, is conducted and Newco’s business is proposed to be conducted, following the consummation of the Transaction.

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Solvency Definitions

For purposes of this Opinion, the following terms will have the meanings set forth below:

(1) “able to pay their respective Liabilities as they mature” means that, assuming the Transaction has been consummated as proposed (and taking into consideration, as appropriate, the stated borrowing capacity now available under Ashland’s borrowing facilities and any borrowing facilities of Newco proposed to be in place as of the time of the closing of the Transaction and the proceeds of the Transaction), during the period from the Effective Date through September 30, 2009, the period covered by the financial projections prepared by Ashland’s management (the “Financial Projections”), Ashland, before consummation of the Transaction, and Newco, after consummation of the Transaction, will have the ability in the ordinary course of business to pay current Debt, short-term Debt, long-term Debt, other contractual obligations and other Liabilities, including Contingent Liabilities, as such Debt and other Liabilities mature.

(2) “Commercially Reasonable Period of Time” means at least twelve months for a willing buyer and a willing seller to agree on price and terms, plus the time necessary to complete the sale.

(3) “Contingent Liabilities” of Ashland, before consummation of the Transaction, and Newco, after consummation of the Transaction, means the maximum estimated amount of Liabilities that are not absolute and which have been identified to us, including, but not limited to, Liabilities associated with claims alleging exposure to asbestos, the environment and pension obligations, by responsible officers and employees of Ashland, their respective accountants and financial advisors, and such other experts as we have deemed necessary to consult. American Appraisal Associates, Inc. (“AAA”), after consultation with responsible officers and employees of Ashland, and/or such industry, economic and other experts as we have deemed necessary to consult and rely on, has assessed the reasonableness of the estimate of each of the Contingent Liabilities, in light of all the facts and circumstances existing at the time. Such Contingent Liabilities may not meet the criteria for accrual under Statement of Financial Accounting Standards No. 5 and, therefore, will not necessarily be recorded as liabilities under Generally Accepted Accounting Principles (“GAAP”).

(4) “Debts” of Ashland, before consummation of the Transaction, and Newco, after consummation of the Transaction, means the following (without duplication), as identified to us by management of Ashland: (i) all indebtedness of Ashland or Newco, as the case may be, for borrowed money; (ii) all payment obligations of Ashland or Newco, as the case may be, evidenced by bonds, debentures, notes and other similar instruments; (iii) all capital lease payment obligations of Ashland or Newco, as the case may be; and (iv) all Debt of any kind referred in the preceding clauses (i) through (iii) of other persons guaranteed by Ashland or Newco, as the case may be.

(5) “Fair Value” of assets means the amount at which the aggregate assets would change hands between a willing buyer and a willing seller, within a Commercially Reasonable Period of Time, each having reasonable knowledge of the relevant facts, neither being under any compulsion to act, with equity to both.

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(6) “Liabilities” of Ashland, before consummation of the Transaction and Newco, after consummation of the Transaction, means Debts, liabilities and other obligations of Ashland or Newco, as the case may be (whether matured or unmatured, liquidated or unliquidated, secured or unsecured, fixed or contingent (to the extent they constitute Contingent Liabilities), accrued or unaccrued).

(7) “Present Fair Saleable Value” of assets means the amount that may be realized if the assets are sold with Reasonable Promptness in an arm’s-length transaction under present conditions in a current market for the sale of assets of a comparable business enterprise.

(8) “Reasonable Promptness” means a period of time of nine to twelve months for a willing buyer and a willing seller to agree on price and terms, plus the time necessary to complete the sale.

(9) “will not have unreasonably small capital for the business in which each is engaged” means that Ashland, before consummation of the Transaction, and Newco, after consummation of the Transaction, will not lack sufficient capital for the needs and anticipated needs for capital of its business, including Contingent Liabilities, as management of Ashland has stated that Ashland has conducted its business before consummation of the Transaction, and Newco proposes to conduct its business following the consummation of the Transaction.

No representation is made herein as to the sufficiency of the above definitions for any purpose other than setting forth the scope of this Opinion.

In rendering this Opinion, we have valued the aggregate assets, on a consolidated and going concern basis, of Ashland, before consummation of the Transaction, and Newco, after consummation, and giving effect to the Transaction and the associated Liabilities incurred or remaining outstanding in connection therewith. The valuation included the aggregate assets of the business of Ashland’s business enterprise (total invested capital) represented by the total net working capital, tangible plant, property and equipment, and intangible assets (including goodwill) of the business enterprise before consummation of, and giving effect to, the Transaction and the corresponding assets of Newco after consummation of, and giving effect to, the Transaction. For each of Ashland and Newco, we included in the assets the asbestos insurance reserves estimates by Ashland and we included in the liabilities provisions with respect to the claims alleging exposure to asbestos, each as provided by Ashland in their Pro Forma Balance Sheet (as defined herein), which insurance reserves and asbestos-related claims provisions have been represented by Ashland to have been prepared in accordance with GAAP. We believe that this is a reasonable basis on which to value each of Ashland and Newco. Nothing has come to our attention that causes us to believe that either of Ashland, before consummation of the Transaction or Newco, after consummation and giving effect to the Transaction and the associated Liabilities incurred or remaining outstanding in connection therewith, would not be a going concern.

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Methodology

The determination of Fair Value and Present Fair Saleable Value for purposes of this Opinion was based on the generally accepted valuation principles used in the market as of the date hereof as they apply to the relevant businesses of Ashland, before consummation of the Transaction, and Newco, after consummation of the Transaction, and discounted cash flow approaches, described as follows:

Market Approach - Based on correlation of: (a) current stock market prices of publicly held companies whose businesses are similar to those of each of Ashland and Newco (as a going concern) and premiums paid over market prices by acquirors of total or controlling ownership in such businesses; and (b) acquisition prices paid for total ownership positions in businesses whose lines of business are similar to that of each of Ashland and Newco.

Discounted Cash Flow Approach - Based on the present value of each of Ashland’s and Newco’s future debt-free operating cash flow as estimated by the management of Ashland and reflected in the Ashland Financial Projections. The Present Value is determined by discounting the projected operating cash flow at a rate of return that reflects the financial and business risks of each of Ashland and Newco.

Our opinion of Fair Value and Present Fair Saleable Value is subject to the following assumptions:

(i) Any sale of either Ashland or Newco, including the underlying assets thereof, would be completed as the sale of an ongoing business entity; and

(ii) Except as we specifically state below, in determining the Fair Value and Present Fair Saleable Value of the aggregate assets of each of Ashland and Newco, any taxes or transaction costs which may be owed by each of Ashland and Newco as a result of the Transaction, other than those specifically identified in the Financial Projections, were not considered.

While we believe that each of Ashland and Newco would be marketable as a separate business enterprise, we have not been requested to identify, and have not identified, potential purchasers or to ascertain the actual prices and terms by which each of Ashland and Newco can currently be sold. Furthermore, because the sale of any business enterprise involves numerous assumptions and uncertainties, not all of which can be quantified or ascertained prior to engaging in an actual selling effort, we express no opinions as to whether Ashland or Newco could actually be sold for amounts we believe to be equivalent to their Fair Values and Present Fair Saleable Values.

Financial Results and Projections

In connection with the analysis underlying this Opinion, we were provided historical operating results and projected operating results (the Financial Projections as previously defined). In addition to this information, we were provided other operating data and information, all of which has been accepted, without independent verification, as representing a fair statement of historical and projected results of each of Ashland and Newco, in the opinion of the management of Ashland and (to the extent they related to MAP) the management of MAP. However, in the course of our investigation, nothing has led us to believe that our acceptance and reliance on such operating data and information was unreasonable.

Although, during the course of our engagement, we have tested the reasonableness of data provided

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to us (including historical financial information and the Financial Projections), we have not independently verified the accuracy of the Financial Projections, or any of the assumptions, estimates or judgments referred to therein, or the basis therefor, and although no assurances can be given that such Financial Projections and forecasts can be realized or that actual results will not vary materially from those projected, nothing has come to our attention during the course of our engagement which led us to believe that any information reviewed by us or presented to us in connection with our rendering of this Opinion is unreasonable in any material respect or that it was unreasonable for us to utilize and rely upon the Financial Projections, financial statements, assumptions, description of the business and liabilities, estimates and judgments of the managements of Ashland and MAP, and their respective counsel, accountants and financial and other advisors. This Opinion is necessarily based on business, economic, market and other conditions as they currently exist and as they can be evaluated by us at the date of this Opinion.

Contingent Liabilities

In determining the amount that would be required to pay the total Liabilities of each of Ashland and Newco, as such Liabilities become absolute and mature for purposes of this Opinion, we have (i) applied valuation techniques, including present value analysis, using appropriate rates over appropriate periods, to the amounts that will be required from time to time to pay such Liabilities (including Contingent Liabilities) as they become absolute and mature based on their scheduled maturities (or, in the case of Contingent Liabilities, the anticipated dates of payment) and (ii) considered the asbestos-related claims payments and related asbestos insurance recoveries as estimated by Ashland on their Pro Forma Balance Sheet (as defined herein) as well as asbestos-related claims payments estimates provided by Analysis, Research & Planning Corporation (“ARPC”) and related asbestos insurance recovery estimates provided by Anderson Kill & Olick, P.C. (“AKO”). We understand that the estimates provided by ARPC are not necessarily in conformity with Statement of Financial Accounting Standards No. 5 and, therefore, would not necessarily be recorded as liabilities under GAAP and as such ARPC’s and AKO’s estimates were considered by AAA in AAA’s sensitivity analyses. The ARPC and AKO estimates extend for approximately 50 years, as compared to the 10-year provision period used by Ashland in the Pro Forma Balance Sheet (as defined herein).

In the course of our investigation of identified Contingent Liabilities, the areas brought to our attention by the managements of each of Ashland and Newco included: (i) various lawsuits and claims filed and/or pending against Ashland including asbestos-related lawsuits and claims; (ii) environmental matters; (iii) employee benefit plan obligations; (iv) tax audit exposure; (v) adequacy of corporate risk management programs; and (vi) contracts and commitments. In connection with the asbestos-related Contingent Liabilities, we have reviewed the reports of Hamilton, Rabinovitz & Alschuler, Inc. (“HRA”) referred to as “Technical Report Estimating Pending and Future Asbestos Personal Injury Liabilities of Ashland Inc” dated October 25, 2004 (revised January 19, 2005)” (collectively, the “HRA Report”) and the reports of Tillinghast-Towers Perrin (“TTP”) referred to as “Analysis of Potential Asbestos Related Liabilities Recovered from Ashland Insurers” dated as of September 30, 2004 including Base Case and Scenario#’s 1, 2& 9 (collectively, the “TTP Report”). We have also reviewed the report of ARPC dated as of June 10, 2005 entitled “Forecast of Indemnity and Defense Costs to Resolve All Future Asbestos-Related Bodily Injury Claims Filed Against Ashland Inc. and Subsidiaries” (collectively, the “ARPC Report”) and the report of AKO dated as of June 3, 2005 entitled “Tecumseh-Arapaho” (collectively, the “AKO Report”) on asbestos-related claims, and potential asbestos insurance recoveries, and held discussions with

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representatives of each of HRA, TTP, ARPC and AKO about their respective reports. In our discussions with AKO, we discussed AKO’s review of Ashland’s insurance policies provided to AKO in the data room assembled by Ashland in its offices in Lexington, Kentucky.

We have determined that reserves for the Contingent Liabilities have been made in the pro forma consolidated balance sheets of each of Ashland and Newco as of June 30, 2005 (the “Pro Forma Balance Sheets”) prepared and furnished to us by Ashland, and provisions for the ongoing expenses related to these issues have been included with the projection of income and expenses presented in the Financial Projections, and are considered in our valuation study as ongoing business operating expenses. We have taken these identified Contingent Liabilities into account in rendering this Opinion and have concluded that such liabilities and ongoing expenses do not require any qualification of this Opinion. Our conclusion is based on, among other things, our discussions with managements of Ashland and MAP, their consultants and counsel concerning, and our investigation of, the various lawsuits, claims, including asbestos-related claims and asbestos insurance recovery, and other Contingent Liabilities identified to us.

Opinion Conditions and Assumptions

We have assumed, without independent verification, that the Pro Forma Balance Sheet of Newco and the Financial Projections have been reasonably prepared and reflect the best currently available estimates, after consummation of the Transaction, of the future financial results and conditions of Newco, and that there has been no material adverse change in the assets, financial condition or business of Ashland which would materially impact our reliance on the Pro Forma Balance Sheet and Financial Projections, since the date of the most recent financial statements made available to us. Nothing has come to our attention which would lead us to believe that the foregoing assumption is unreasonable. Further, this Opinion is subject to the following assumptions:

(i) The Transaction is consummated as proposed;

(ii) The operating cash flow of each of Ashland and Newco will be made available and used to satisfy their obligations as they mature;

(iii) Our opinion of each of Ashland’s and Newco’s ability to pay their respective Debts and other Liabilities, including Contingent Liabilities and other commitments, as they mature, is limited to the period of time of the Financial Projections;

(iv) The Debt of Ashland listed on Schedule A hereto will be repaid or repurchased on the Effective Date (or will be repaid or repurchased after the Effective Date using proceeds from the Transaction);

(v) Any Debt of Ashland or Newco is permitted to be refinanced in conformity with common business practice to the extent consistent with covenants in the various financing documents;

(vi) We have assumed that as of the Effective Date, the total Liabilities of each of Ashland and Newco will be only those Liabilities set forth in their respective Pro Forma Balance Sheets and incorporated in the Financial Projections that were prepared by Ashland and furnished to us by the management of Ashland and its

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financial advisors. In the course of our investigation, nothing came to our attention which caused us to believe such assumptions to be unreasonable. The Pro Forma Balance Sheets are the unaudited Pro Forma Balance Sheets for each of Ashland, immediately prior to the Transaction, and Newco, as of the closing of the Transaction, using June 30, 2005 pro forma data, as reflected in the Financial Projections and adjusted to give effect to (a) the planned financing of the Transaction; and (b) the application of the proceeds of the Transaction, and restated by us to reflect the Fair Value and Present Fair Saleable Value of the aggregate assets of each of Ashland and Newco. Ashland’s management has represented to us, and we have relied on the management of Ashland’s representation, that no adverse changes have occurred since their preparation which would materially impact our reliance on the Pro Forma Balance Sheets and Financial Projections. Nothing has come to our attention which would lead us to believe our reliance on such representations to be unreasonable.

In connection with this Opinion, we have made such reviews, studies, analyses, and inquiries as we have deemed necessary and appropriate under the circumstances. Among other things, we have:

(i) reviewed the Transaction documents (including the Master Agreement to which MOC and Ashland are parties and the other Transaction Agreements (as defined in the Master Agreement) and the exhibits and schedules thereto) and SEC reporting and/or filing documents of Ashland;

(ii) reviewed the Financial Projections for each of Ashland and Newco and inquired of management of Ashland as to the foundation for such projections and the basic assumptions made in the preparation of such projections relating to the type of business, geographic markets, economic conditions, and capital facilities and working capital requirements;

(iii) reviewed the MAP Financial Projections and inquired of management of MAP as to the foundation for such projections and the basic assumptions made in the preparation of such projections relating to the type of business, geographic markets, economic conditions, and capital facilities and working capital requirements;

(iv) reviewed audited and unaudited historical financial statements of each of Ashland and MAP, including income statements, balance sheets and cash flow statements, and pro forma financial statements of Newco, including income statements, balance sheets and cash flow statements, as provided by management of Ashland (with respect to financial statements of Ashland and Newco) and management of MAP (with respect to financial statements of MAP);

(v) visited the current headquarters and selected facilities of each of Ashland and MAP to discuss historical and projected operating results and industry data, including the impact of future trends on the industries in which each of Ashland and MAP competes, as well as the effects of consummating the Transaction;

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(vi) reviewed the materials provided to us in the data rooms assembled by Ashland in its offices in Covington, Kentucky and Ashland, Kentucky;

(vii) reviewed select internal financial analyses and other internally generated financial data provided by management of Ashland and MAP, including asset valuations of Ashland and MAP;

(viii) reviewed Contingent Liabilities of Ashland, including, but not limited to, Contingent Liabilities associated with asbestos-related claims, the environment and pension obligations; our review of asbestos-related claims and asbestos insurance recovery issues included our review of the HRA Report, TTP Report, ARPC Report and AKO Report;

(ix) inquired of management of Ashland as to estimated levels of cash and working capital to be required by each of Ashland, before consummation of the Transaction, and Newco, after consummation of the Transaction;

(x) reviewed select publicly available economic, financial and market information as it relates to the business operations of each of Ashland and Newco;

(xi) reviewed select publicly available information regarding businesses similar to each of Ashland, Newco and MAP and investigated the financial terms and post-transaction performance of recent acquisitions of businesses similar to each of Ashland, Newco and MAP and operating in reasonably similar markets;

(xii) discussed all of the foregoing information, where appropriate, with management of each of Ashland and MAP and certain of their employees and agents;

(xiii) met with members of the senior management of Ashland to discuss the business, properties, past history, results of operations and prospects of Ashland and Newco, including discussions of the competitive environment in which Newco will operate and the impact of consummation of the Transaction on operations;

(xiv) met with members of the senior management of MAP to discuss the business, properties, past history, results of operations and prospects of MAP;

(xv) discussed certain Transaction-related matters with representatives of Ashland, MAP and/or MOC and their respective financial advisors and counsel; and

(xvi) conducted such other studies, analyses and inquiries as we deem necessary for purposes of this Opinion.

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This Opinion is intended to supplement, not substitute for, any addressees’ due diligence, to the extent required, in this or any related transaction.

Opinion

Based upon and subject to the foregoing, and in reliance thereon, it is our opinion as of this date that, assuming the Transaction is consummated substantially as proposed as of the Effective Date:

(a) The Fair Value of the aggregate assets of Ashland, before consummation of the Transaction, and Newco, after consummation of the Transaction, will exceed their respective total Liabilities (including subordinated, unmatured, unliquidated, disputed and Contingent Liabilities);

(b) The Present Fair Saleable Value of the aggregate assets of Ashland, before consummation of the Transaction, and Newco, after consummation of the Transaction, will exceed their respective probable Liabilities, as they become absolute and mature;

(c) Ashland, before consummation of the Transaction, and Newco, after consummation of the Transaction, will be able to pay their respective Liabilities as they mature and come due; and

(d) Ashland, before consummation of the Transaction, and Newco, after consummation of the Transaction, will not have unreasonably small capital for the business in which it is engaged, as management of Ashland has stated Ashland’s business, before consummation of the Transaction, is conducted and Newco’s business is proposed to be conducted, following the consummation of the Transaction.

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It is understood that this Opinion is for the information of the above mentioned addressees and, at the direction of MOC, the Ashland Board of Directors, and is not to be publicly quoted, or referred to, in whole or in part, in any written document other than (i) the filing and disclosing of this Opinion in any report or other document filed with the Securities and Exchange Commission (the “SEC”) and any state securities commission or blue sky authority, or other governmental authority or agency, if such filing or disclosure is required pursuant to the rules and regulations thereof, or required by any applicable law, rule or regulation, or any applicable stock exchange rule; (ii) the use or disclosure of this Opinion upon the demand, order or request of any court, administrative or governmental agency or regulatory body (whether or not such demand, order or request has the force of law) or as may be required or appropriate in response to any summons, subpoena or discovery requests; (iii) the disclosure of this Opinion in connection with (a) the Transaction; or (b) an audit of MOC or Ashland by an independent public accountant or any administrative agency or regulatory body; or (iv) the provision of copies of, or any other disclosure of, this Opinion in connection with the exercise of any right or remedy, the defense of any claim in any litigation, or any governmental proceeding or investigation to which MOC or Ashland is subject or purported to be subject; (v) the disclosure of this Opinion as may be requested, required or ordered in, or to protect MOC’s or Ashland’s interest in, any litigation, governmental proceeding or investigation; or (vi) the disclosure of this Opinion as otherwise required by, or as reasonably determined by MOC or Ashland to be required by, any applicable law, order, regulation or ruling.

Very truly yours,

AMERICAN APPRAISAL ASSOCIATES, INC.

Lee P. Hackett

Executive Vice President

LPH/md

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Schedule A - Ashland Debt Schedule

AAA has been provided these schedules by MOC and is relying on these pages for their accuracy and completeness as representing the Debt of Ashland to be repaid or repurchased on or substantially concurrently with the Effective Date, and not verifying them in any way.

Ashland Debt

Repaid week of June 27

Debt Tender - to be repaid June 30 (additional debt can be tendered until the tender offer expires)

6.625% Senior Notes due February 15, 2008	144,513,000.00
8.800% Debentures due November 15, 2012	225,851,000.00
9.350% Medium-Term Notes due January 24, 2019	5,000,000.00
9.200% Medium-Term Notes due April 24, 2006	350,000.00
Series E 7.000% Medium-Term Notes due July 30, 2008	5,000,000.00
Series E 8.880% Medium-Term Notes due December 27, 2011	15,000,000.00
Series E 8.700% Medium-Term Notes due December 30, 2011	3,000,000.00
Series E 8.620% Medium-Term Notes due January 16, 2012	3,000,000.00
Series E 8.990% Medium-Term Notes due April 13, 2012	5,000,000.00
Series E 8.960% Medium-Term Notes due April 25, 2012	3,000,000.00
Series E 8.250% Medium-Term Notes due February 12, 2013	10,000,000.00
Series E 9.080% Medium-Term Notes due March 31, 2013	5,000,000.00
Series E 7.720% Medium-Term Notes due July 15, 2013	2,000,000.00
Series E 7.730% Medium-Term Notes due July 15, 2013	15,000,000.00
Series E 7.650% Medium-Term Notes due August 5, 2013	15,000,000.00
Series E 7.750% Medium-Term Notes due August 6, 2018	10,000,000.00
Series E 8.810% Medium-Term Notes due June 3, 2022	10,000,000.00
Series E 8.780% Medium-Term Notes due June 10, 2022	3,000,000.00
Series E 7.150% Medium-Term Notes due September 20, 2023	3,000,000.00
Series F 7.900% Medium-Term Notes due August 5, 2006	8,396,000.00
Series F 7.790% Medium-Term Notes due August 9, 2006	13,800,000.00
Series F 8.430% Medium-Term Notes due October 18, 2006	10,000,000.00
Series F 8.230% Medium-Term Notes due February 26, 2007	10,000,000.00
Series F 7.860% Medium-Term Notes due March 23, 2007	10,000,000.00
Series F 8.625% Medium-Term Notes due February 10, 2015	10,000,000.00
Series F 8.380% Medium-Term Notes due April 1, 2015	8,000,000.00
Series F 8.630% Medium-Term Notes due February 21, 2025	5,000,000.00
Series G 7.100% Medium-Term Notes due October 10, 2005	—
Series G 7.220% Medium-Term Notes due August 9, 2006	10,000,000.00
Series G 7.400% Medium-Term Notes due September 19, 2006	9,414,000.00
Series G 7.280% Medium-Term Notes due October 4, 2006	15,000,000.00
Series G 7.250% Medium-Term Notes due October 9, 2006	15,000,000.00
Series G 7.160% Medium-Term Notes due October 9, 2006	15,000,000.00
Series G 6.990% Medium-Term Notes due November 6, 2006	10,000,000.00
Series G 6.900% Medium-Term Notes due November 14, 2006	12,000,000.00
Series G 7.710% Medium-Term Notes due May 11, 2007	15,000,000.00
Series G 7.200% Medium-Term Notes due October 15, 2007	10,000,000.00
Series G 7.560% Medium-Term Notes due August 9, 2016	10,000,000.00
Series G 7.780% Medium-Term Notes due September 19, 2016	15,000,000.00
Series H 6.860% Medium-Term Notes due May 1, 2009	132,850,000.00
Series J 7.830% Medium-Term Notes due August 15, 2005	185,070,000.00
	1,012,244,000.00

Debt not tendered — to be discharged on June 29
9.200% Medium-Term Notes due April 24, 2006	4,650,000.00
Taxable debt not tendered - to be defeased June 29
9.350% Medium-Term Notes due January 24, 2019	5,000,000.00
Tax-exempt debt to be defeased June 30
5.70% City of Ashland	36,000,000.00
6.65% City of Ashland	30,000,000.00
7.125% City of Ashland	55,000,000.00
6.10% City of Ashland	10,000,000.00
	131,000,000.00
Tax-exempt debt to be repaid July 1
Floating rate City of Ashland	27,700,000.00
Liquidity Agreement (facility used to refund maturing debt - excludes 6/29 borrowing)
Refunding balance sheet debt	191,000,000.00
Operating Leases	61,699,644.47
	252,699,644.47
Operating Leases (payment made June 30)
Wachovia	62,801,590.39
SunTrust	28,415,351.81
Goldman Sachs (scheduled payment)	1,675,364.02
	92,892,306.22
Other
Receivable Financing	250,000,000.00
Short-term Debt (total due at maturity — includes interest)	194,200,000.00
	444,200,000.00
Interest Rate Swaps - unwound on June 27 with an effective date of June 29.

Ashland Debt

Repaid week of June 27

Debt part of offer - not tendered for
6.625% Senior Notes due February 15, 2008	5,487,000.00
8.800% Debentures due November 15, 2012	24,149,000.00
Series E 7.720% Medium-Term Notes due July 15, 2013	8,000,000.00
Series F 7.900% Medium-Term Notes due August 5, 2006	1,604,000.00
Series F 7.790% Medium-Term Notes due August 9, 2006	1,200,000.00
Series F 8.380% Medium-Term Notes due April 1, 2015	8,500,000.00
Series G 7.100% Medium-Term Notes due October 10, 2005	5,000,000.00
Series G 7.400% Medium-Term Notes due September 19, 2006	2,586,000.00
Series G 7.160% Medium-Term Notes due October 9, 2006	5,000,000.00
Series G 7.710% Medium-Term Notes due May 11, 2007	5,000,000.00
Series H 6.860% Medium-Term Notes due May 1, 2009	17,150,000.00
Series J 7.830% Medium-Term Notes due August 15, 2005	43,560,000.00
*  The Series J notes will be repaid on maturity. We will enter an agreement with CSFB to try to purchase the remaining in the open market.
Other debt not repurchased
Widow Notes	126,000.00
HRS Terminals	990,000.00
Goldman Sachs Sale Leaseback (capital lease book value - unwind value greater)	11,085,789.70
Bluegrass Building Partners (operating lease)	NA
Rock Hill Lease (operating lease)	NA

EX-99.8

EXHIBIT 99.8

Marathon Oil Corporation

June 30, 2005

Page 1 of 10

June 30, 2005

Board of Directors

Marathon Oil Corporation

5555 San Felipe

Houston, Texas 77056

This letter is furnished at the request of Marathon Oil Corporation (“MOC”) in connection with the Transaction (as defined below) whereby MOC will acquire the entire equity membership interest in Marathon Ashland Petroleum LLC (“MAP”) owned by Ashland Inc. (“Ashland”).

Overview

We understand that currently MOC owns a 62% membership interest in MAP and Ashland owns a 38% membership interest in MAP (the “Ashland Interest”). Under the proposed terms of the Transaction (as defined below):

(i) MAP will redeem a portion of the Ashland Interest for an amount that is currently estimated at $900 million (which estimate assumes that the Holdco Borrowing (as defined below) will be approximately $1.9 billion) plus 38% of MAP’s cash accumulated from operations prior to closing of the Transaction, which redemption consideration will be paid in a combination of cash and MAP accounts receivable (the “Partial Redemption”); the amount of the Partial Redemption will be increased (or decreased) to the extent of any decrease (or increase) in the amount of the Holdco Borrowing and by 38 percent of certain pension contributions and similar payments by MAP;

(ii) Promptly following the Partial Redemption, Ashland will reorganize (the “Restructuring”) its corporate structure, effectively resulting in:

(A) the transfer to a newly formed wholly owned subsidiary of Ashland (“Holdco”) of (1) the remaining Ashland Interest (including the Ashland LOOP/LOCAP interests) and (2) certain other active trades or businesses (collectively, the “ATB”); and

(B) the transfer (via merger of Ashland with and into a newly formed wholly owned subsidiary of Holdco followed by a merger of that subsidiary with and into another newly formed wholly owned subsidiary of Holdco (“Newco”)) of Ashland’s remaining assets and liabilities (including, but not limited to, all assets and liabilities related to Ashland’s currently wholly owned businesses (other than the ATB)) and the cash and accounts receivable from the Partial Redemption to Newco;

(iii) Promptly following the Restructuring, (A) Holdco will contribute to Newco cash (the “Cash Contribution” and, together with the amount received by Ashland in the Partial Redemption, the limitation on Newco’s environmental indemnity described below, and any indemnity by MOC of the Section 355(e) tax liabilities described below, the “MOC Consideration”) in an

Marathon Oil Corporation

June 30, 2005

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amount sufficient to repay, repurchase, defease or terminate certain of Ashland’s debt and similar obligations, currently estimated at $1.9 billion which it will raise through its incurrence of debt (the “Holdco Borrowing”), (B) Holdco will distribute shares of Newco common stock to the holders of shares of Holdco common stock, on the basis of one share of Newco common stock for each outstanding share of Holdco common stock, and (C) Holdco will merge with a subsidiary of MOC (which will be a Delaware LLC) in a merger (the “Merger”) in which MOC’s subsidiary will be the surviving entity, with MOC common stock having an aggregate value of $915 million being issued to the former Holdco shareholders;

(iv) Newco’s indemnification obligations for certain environmental losses associated with the assets Ashland transferred to MAP at the formation of the joint venture will be limited to $50 million in the aggregate, and Ashland or Newco will bear certain costs of an ongoing project at the St. Paul Park refinery (MOC has instructed us to value this limitation on Newco’s environmental indemnity at $15 million); and

(v) With regard to tax liabilities under Section 355(e) of the Internal Revenue Code of 1986, as amended (the “Code”), or similar provisions of state or local laws arising from the Transaction (collectively, “Section 355(e) Taxes”): (A) MOC will satisfy and indemnify Newco against, the first $200 million of liability in respect of Section 355(e) Taxes (provided, however, that, to the extent the liability for Section 355(e) Taxes that is attributable to the reduction in the tax basis of the Newco common stock pursuant to Section 358(d)(1) of the Code exceeds $75 million, MOC’s indemnification obligation with respect to Section 355(e) Taxes will be increased by an amount equal to such excess); (B) Newco will be liable for up to $175 million of liabilities for Section 355(e) Taxes in excess of Marathon’s indemnification obligation described in the immediately preceding clause (A); and (C) Newco and MOC will share equally the responsibility to satisfy any liability for Section 355(e) Taxes in excess of their respective indemnification obligations described in the immediately preceding clauses (A) and (B).

The transactions contemplated by the Partial Redemption, the Restructuring, the Holdco Borrowing, the Cash Contribution, and the Merger and related transactions, in each case as described in more detail in the transaction documents that have been provided to us, and the payment of related fees and expenses are collectively referred to as the “Transaction.”

Solvency Tests

In connection with the Transaction, MOC has requested that we render a written solvency opinion (this “Opinion”) as of the date hereof addressed to you, as to whether, assuming the Transaction is consummated substantially as proposed as of June 30, 2005 (the “Effective Date”), which we understand to be consistent with the assumed date of consummation reflected in the MAP Pro Forma Balance Sheet (as defined herein) as of June 30, 2005:

(a) The Fair Value of the aggregate assets of MAP, immediately before and after consummation of the Transaction, will exceed its total Liabilities (including subordinated, unmatured, unliquidated, disputed and Contingent Liabilities);

Marathon Oil Corporation

June 30, 2005

Page 3 of 10

(b) The Present Fair Saleable Value of the aggregate assets of MAP, immediately before and after consummation of the Transaction, will exceed its probable Liabilities, as they become absolute and mature;

(c) MAP, immediately before and after consummation of the Transaction, will be able to pay its Liabilities as they mature and come due;

(d) MAP, immediately before and after consummation of the Transaction, will not have unreasonably small capital for the business in which it is engaged, as management of MAP has stated MAP’s business is proposed to be conducted, following the consummation of the Transaction; and

(e) Immediately before and after giving effect to the Transaction, the Fair Value of the aggregate assets of MAP will exceed all Liabilities of MAP, other than Liabilities to members of MAP on account of their limited liability company interests.

Marathon Oil Corporation

June 30, 2005

Page 4 of 10

Solvency Definitions

For purposes of this Opinion, the following terms will have the meanings set forth below:

(1) “able to pay its Liabilities as they mature” means that, assuming the Transaction has been consummated as proposed (and taking into consideration, as appropriate, the stated borrowing capacity now available under MAP’s borrowing facilities and any borrowing facilities of MAP proposed to be in place as of the time of the closing of the Transaction), during the period from the Effective Date through December 31, 2007, the period covered by the financial projections prepared by MAP and MOC management (the “Financial Projections”), MAP, after consummation of the Transaction, will have the ability in the ordinary course of business to pay current Debt, short-term Debt, long-term Debt, other contractual obligations and other Liabilities, including Contingent Liabilities, as such Debt and other Liabilities mature.

(2) “Commercially Reasonable Period of Time” means at least twelve months for a willing buyer and a willing seller to agree on price and terms, plus the time necessary to complete the sale.

(3) “Contingent Liabilities” of MAP, after consummation of the Transaction, means the maximum estimated amount of Liabilities that are not absolute and which have been identified to us, including, but not limited to, Liabilities associated with claims alleging exposure to asbestos, the environment and pension obligations, by responsible officers and employees of MAP, their respective accountants and financial advisors, and such other experts as we have deemed necessary to consult. American Appraisal Associates, Inc. (“AAA”), after consultation with responsible officers and employees of MAP, and/or such industry, economic and other experts as we have deemed necessary to consult and rely on, has assessed the reasonableness of the estimate of each of the Contingent Liabilities, in light of all the facts and circumstances existing at the time. Such Contingent Liabilities may not meet the criteria for accrual under Statement of Financial Accounting Standards No. 5 and, therefore, will not necessarily be recorded as liabilities under Generally Accepted Accounting Principles (“GAAP”).

(4) “Debts” of MAP, after consummation of the Transaction, means the following (without duplication), as identified to us by management of MAP: (i) all indebtedness of MAP, for borrowed money; (ii) all payment obligations of MAP be evidenced by bonds, debentures, notes and other similar instruments; (iii) all capital lease payment obligations of MAP; and (iv) all Debt of any kind referred in the preceding clauses (i) through (iii) of other persons guaranteed by MAP.

(5) “Fair Value” of assets means the amount at which the aggregate assets would change hands between a willing buyer and a willing seller, within a Commercially Reasonable Period of Time, each having reasonable knowledge of the relevant facts, neither being under any compulsion to act, with equity to both.

(6) “Liabilities” of MAP, after consummation of the Transaction, means Debts, liabilities

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June 30, 2005

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and other obligations of MAP, as the case may be (whether matured or unmatured, liquidated or unliquidated, secured or unsecured, fixed or contingent (to the extent they constitute Contingent Liabilities), accrued or unaccrued).

(7) “Present Fair Saleable Value” of assets means the amount that may be realized if the assets are sold with Reasonable Promptness in an arm’s-length transaction under present conditions in a current market for the sale of assets of a comparable business enterprise.

(8) “Reasonable Promptness” means a period of time of nine to twelve months for a willing buyer and a willing seller to agree on price and terms, plus the time necessary to complete the sale.

(9) “will not have unreasonably small capital for the business in which it is engaged” means that MAP, after consummation of the Transaction, will not lack sufficient capital for the needs and anticipated needs for capital of its business, including Contingent Liabilities, as management of MAP has stated that MAP proposes to conduct its business following the consummation of the Transaction.

No representation is made herein as to the sufficiency of the above definitions for any purpose other than setting forth the scope of this Opinion.

In rendering this Opinion, we have valued the aggregate assets, on a consolidated and going concern basis, of MAP, after consummation, and giving effect to the Transaction and the associated Liabilities incurred or remaining outstanding in connection therewith. The valuation included the aggregate assets of the business of MAP’s business enterprise (total invested capital) represented by the total net working capital, tangible plant, property and equipment, and intangible assets (including goodwill) of the business enterprise after consummation of, and giving effect to, the Transaction. We believe that this is a reasonable basis on which to value MAP. Nothing has come to our attention that causes us to believe that MAP, after consummation and giving effect to the Transaction, and considering the associated Liabilities incurred or remaining outstanding in connection therewith, would not be a going concern.

Methodology

The determination of Fair Value and Present Fair Saleable Value for purposes of this Opinion was based on the generally accepted valuation principles used in the market as of the date hereof as they apply to the business of MAP, after consummation of the Transaction, and discounted cash flow approaches, described as follows:

Market Approach - Based on correlation of: (a) current stock market prices of publicly held companies whose businesses are similar to those of MAP (as a going concern) and premiums paid over market prices by acquirors of total or controlling ownership in such businesses; and (b) acquisition prices paid for total ownership positions in businesses whose lines of business are similar to that of MAP.

Discounted Cash Flow Approach - Based on the present value of MAP’s future debt-free operating cash flow as estimated by the management of MAP and reflected in the Financial Projections. The Present Value is determined by discounting the projected operating cash flow at a rate of return that reflects the financial and business risks of MAP.

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June 30, 2005

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Our opinion of Fair Value and Present Fair Saleable Value is subject to the following assumptions:

(1) Any sale of MAP, including the underlying assets thereof, would be completed as the sale of an ongoing business entity; and

(2) In determining the Fair Value and Present Fair Saleable Value of the aggregate assets of MAP, any taxes or transaction costs which may be owed by MAP as a result of the Transaction, other than those specifically identified in the Financial Projections, were not considered.

While we believe that MAP would be marketable as a separate business enterprise, we have not been requested to identify, and have not identified, potential purchasers or to ascertain the actual prices and terms by which MAP can currently be sold. Furthermore, because the sale of any business enterprise involves numerous assumptions and uncertainties, not all of which can be quantified or ascertained prior to engaging in an actual selling effort, we express no opinions as to whether MAP could actually be sold for amounts we believe to be equivalent to their Fair Values and Present Fair Saleable Values.

Financial Results and Projections

In connection with the analysis underlying this Opinion, we were provided historical operating results and projected operating results (the Financial Projections, as previously defined). In addition to this information, we were provided other operating data and information, all of which has been accepted, without independent verification, as representing a fair statement of historical and projected results of MAP, in the opinion of the management of MAP and MOC. However, in the course of our investigation, nothing has led us to believe that our acceptance and reliance on such operating data and information was unreasonable.

Although, during the course of our engagement, we have tested the reasonableness of data provided to us (including historical financial information and the Financial Projections), we have not independently verified the accuracy of the Financial Projections, or any of the assumptions, estimates or judgments referred to therein, or the basis therefor, and although no assurances can be given that such Financial Projections and forecasts can be realized or that actual results will not vary materially from those projected, nothing has come to our attention during the course of our engagement which led us to believe that any information reviewed by us or presented to us in connection with our rendering of this Opinion is unreasonable in any material respect or that it was unreasonable for us to utilize and rely upon the Financial Projections, financial statements, assumptions, description of the business and liabilities, estimates and judgments of the managements of MAP and MOC, and their respective counsel, accountants and financial and other advisors. This Opinion is necessarily based on business, economic, market and other conditions as they currently exist and as they can be evaluated by us at the date of this Opinion.

Marathon Oil Corporation

June 30, 2005

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Contingent Liabilities

In determining the amount that would be required to pay the total Liabilities of MAP, as such Liabilities become absolute and mature for purposes of this Opinion, we have applied valuation techniques, including present value analysis, using appropriate rates over appropriate periods, to the amounts that will be required from time to time to pay such Liabilities (including Contingent Liabilities) as they become absolute and mature based on their scheduled maturities (or, in the case of Contingent Liabilities, the anticipated dates of payment).

In the course of our investigation of identified Contingent Liabilities, the areas brought to our attention by the management of MAP included: (i) various lawsuits and claims filed and/or pending against MAP; (ii) environmental matters; (iii) employee benefit plan obligations; (iv) tax audit exposure; (v) adequacy of corporate risk management programs; and (vi) contracts and commitments.

We have determined that reserves for the Contingent Liabilities have been made in the Pro Forma consolidated balance sheet of MAP (the “Pro Forma Balance Sheet”) prepared and furnished to us by MOC, and provisions for the ongoing expenses related to these issues have been included with the projection of income and expenses presented in the Financial Projections, and are considered in our valuation study as ongoing business operating expenses. We have taken these identified Contingent Liabilities into account in rendering this Opinion and have concluded that such liabilities and ongoing expenses do not require any qualification of this Opinion. Our conclusion is based on, among other things, our discussions with management of MAP, its consultants and counsel concerning, and our investigation of, the various lawsuits, claims and other Contingent Liabilities identified to us.

Opinion Conditions and Assumptions

We have assumed, without independent verification, that the Pro Forma Balance Sheet of MAP and the Financial Projections have been reasonably prepared and reflect the best currently available estimates, after consummation of the Transaction, of the future financial results and conditions of MAP, and that there has been no material adverse change in the assets, financial condition or business of MAP which would materially impact our reliance on the Pro Forma Balance Sheet and Financial Projections, since the date of the most recent financial statements made available to us. Nothing has come to our attention which would lead us to believe that the foregoing assumption is unreasonable. Further, this Opinion is subject to the following assumptions:

(1) The Transaction is consummated as proposed;

(2) The Transaction is tax-free to MAP;

(3) The operating cash flow of MAP will be made available and used to satisfy its obligations as they mature;

(4) Our opinion of MAP’s ability to pay its Debts and other Liabilities, including Contingent Liabilities and other commitments, as they mature, is limited to the period of time of the Financial Projections;

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June 30, 2005

Page 8 of 10

(5) Immediately after the Transaction, MAP will arrange a $700-$800 million sale of accounts receivable facility;

(6) Any Debt of MAP is permitted to be refinanced in conformity with common business practice to the extent consistent with covenants in the various financing documents; and

(7) We have assumed that as of the Effective Date, the total Liabilities of MAP will be only those Liabilities set forth in its Pro Forma Balance Sheet and incorporated in the Financial Projections that were prepared by MAP and MOC, as the case may be, and furnished to us by the management of MAP and MOC, as the case may be, and their financial advisors. In the course of our investigation, nothing came to our attention which caused us to believe such assumptions to be unreasonable. The Pro Forma Balance Sheet is the unaudited Pro Forma Balance Sheet for MAP, as of the closing of the Transaction, using May 31, 2005 data, and adjusted to give effect to the Transaction, and restated by us to reflect the Fair Value and Present Fair Saleable Value of the aggregate assets of MAP. MAP’s management has represented to us, and we have relied on the representation of MAP’s and MOC’s management, that no adverse changes have occurred since their preparation which would materially impact our reliance on the Pro Forma Balance Sheet and Financial Projections. Nothing has come to our attention which would lead us to believe our reliance on such representations to be unreasonable.

In connection with this Opinion, we have made such reviews, studies, analyses and inquiries as we have deemed necessary and appropriate under the circumstances. Among other things, we have:

(1) reviewed the Transaction documents (including the Master Agreement to which MOC and Ashland are parties and the other Transaction Agreements (as defined in the Master Agreement) and the exhibits and schedules thereto) and SEC reporting and/or filing documents of MAP, MOC and Ashland;

(2) reviewed the Financial Projections and inquired of management of MAP and MOC, as the case may be, as to the foundation for such projections and the basic assumptions made in the preparation of such projections relating to the type of business, geographic markets, economic conditions, and capital facilities and working capital requirements;

(3) reviewed audited and unaudited historical financial statements of MAP, including income statements, balance sheets and cash flow statements, and pro forma financial statements of MAP, including income statements, balance sheets and cash flow statements, as provided by management of MAP;

(4) visited the current headquarters and selected facilities of MAP to discuss historical and projected operating results and industry data, including the impact of future trends on the industries in which MAP competes, as well as the effects of consummating the Transaction;

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June 30, 2005

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(5) reviewed select internal financial analyses and other internally generated financial data provided by management of MAP, including asset valuations of MAP;

(6) reviewed Contingent Liabilities of MAP, including, but not limited to, Contingent Liabilities associated with asbestos-related claims, the environment and pension obligations;

(7) inquired of management of MAP and MOC as to estimated levels of cash and working capital to be required by MAP, after consummation of the Transaction;

(8) reviewed select publicly available economic, financial and market information as it relates to the business operations of MAP;

(9) reviewed select publicly available information regarding businesses similar to MAP and investigated the financial terms and post-transaction performance of recent acquisitions of businesses similar to MAP and operating in reasonably similar markets;

(10) discussed all of the foregoing information, where appropriate, with management of MAP and MOC and certain of their employees and agents;

(11) met with members of the senior management of MAP to discuss the business, properties, past history, results of operations and prospects of MAP, including discussions of the competitive environment in which MAP will operate and the impact of consummation of the Transaction on operations;

(12) discussed certain Transaction-related matters with representatives of MAP and MOC and their respective financial advisors and counsel; and

(13) conducted such other studies, analyses and inquiries as we deem necessary for purposes of this Opinion.

This Opinion is intended to supplement, not substitute for, any addressees’ due diligence, to the extent required, in this or any related transaction.

Opinion

Based upon and subject to the foregoing, and in reliance thereon, it is our opinion as of this date that, assuming the Transaction is consummated substantially as proposed as of the Effective Date:

(a) The Fair Value of the aggregate assets of MAP, immediately before and after consummation of the Transaction, will exceed its total Liabilities (including subordinated, unmatured, unliquidated, disputed and Contingent Liabilities);

(b) The Present Fair Saleable Value of the aggregate assets of MAP, immediately before and after consummation of the Transaction, will exceed its probable Liabilities, as they become absolute and mature;

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June 30, 2005

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(c) MAP, immediately before and after consummation of the Transaction, will be able to pay its Liabilities as they mature and come due;

(d) MAP, immediately before and after consummation of the Transaction, will not have unreasonably small capital for the business in which it is engaged, as management of MAP has stated MAP’s business is proposed to be conducted, following the consummation of the Transaction; and

(e) Immediately before and after giving effect to the Transaction, the Fair Value of the aggregate assets of MAP will exceed all Liabilities of MAP, other than Liabilities to members of MAP on account of their limited liability company interests.

It is understood that this Opinion is for the information of the MOC Board of Directors and, at the direction of MOC, the Ashland Board of Directors, and is not to be publicly quoted, or referred to, in whole or in part, in any written document other than (i) the filing and disclosing of this Opinion in any report or other document filed with the Securities and Exchange Commission (the “SEC”) and any state securities commission or blue sky authority, or other governmental authority or agency, if such filing or disclosure is required pursuant to the rules and regulations thereof, or required by any applicable law, rule or regulation, or any applicable stock exchange rule; (ii) the use or disclosure of this Opinion upon the demand, order or request of any court, administrative or governmental agency or regulatory body (whether or not such demand, order or request has the force of law) or as may be required or appropriate in response to any summons, subpoena or discovery requests; (iii) the disclosure of this Opinion in connection with (a) the Transaction; (b) an audit of MOC, MAP or Ashland by an independent public accountant or any administrative agency or regulatory body; or (iv) the provision of copies of, or any other disclosure of, this Opinion in connection with the exercise of any right or remedy, the defense of any claim in any litigation, or any governmental proceeding or investigation to which MOC, MAP or Ashland is subject or purported to be subject; (v) the disclosure of this Opinion as may be requested, required or ordered in, or to protect MOC’s, MAP’s or Ashland’s interest in, any litigation, governmental proceeding or investigation to which any of such persons or entities is subject or purported to be subject; or (vi) the disclosure of this Opinion as otherwise required by, or as reasonably determined by MOC, MAP or Ashland to be required by, any applicable law, order, regulation or ruling.

Very truly yours,

AMERICAN APPRAISAL ASSOCIATES, INC.

Lee P. Hackett

Executive Vice President

LPH/md

EX-99.9

EXHIBIT 99.9

Marathon Oil Corporation

June 30, 2005

Page 1 of 7

June 30, 2005

Board of Directors

Marathon Oil Corporation

5555 San Felipe

Houston, Texas 77056

This letter is furnished at the request of Marathon Oil Corporation (“MOC”) in connection with the Transaction (as defined below) whereby MOC will acquire the entire equity membership interest in Marathon Ashland Petroleum LLC (“MAP”) owned by Ashland Inc. (“Ashland”).

Overview

We understand that currently MOC owns a 62% membership interest in MAP and Ashland owns a 38% membership interest in MAP (the “Ashland Interest”). Under the proposed terms of the Transaction (as defined below):

(i) MAP will redeem a portion of the Ashland Interest for an amount that is currently estimated at $900 million (which estimate assumes that the Holdco Borrowing (as defined below) will be approximately $1.9 billion) plus 38% of MAP’s cash accumulated from operations prior to closing of the Transaction, which redemption consideration will be paid in a combination of cash and MAP accounts receivable (the “Partial Redemption”); the amount of the Partial Redemption will be increased (or decreased) to the extent of any decrease (or increase) in the amount of the Holdco Borrowing and by 38 percent of certain pension contributions and similar payments by MAP;

(ii) Promptly following the Partial Redemption, Ashland will reorganize (the “Restructuring”) its corporate structure, effectively resulting in:

(A) the transfer to a newly formed wholly owned subsidiary of Ashland (“Holdco”) of (1) the remaining Ashland Interest (including the Ashland LOOP/LOCAP interests) and (2) certain other active trades or businesses (collectively, the “ATB”); and

(B) the transfer (via merger of Ashland with and into a newly formed wholly owned subsidiary of Holdco followed by a merger of that subsidiary with and into another newly formed wholly owned subsidiary of Holdco (“Newco”)) of Ashland’s remaining assets and liabilities (including, but not limited to, all assets and liabilities related to Ashland’s currently wholly owned businesses (other than the ATB)) and the cash and accounts receivable from the Partial Redemption to Newco;

(iii) Promptly following the Restructuring, (A) Holdco will contribute to Newco cash (the “Cash Contribution” and, together with the amount received by Ashland in the Partial Redemption, the limitation on Newco’s environmental indemnity described below, and any indemnity by

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June 30, 2005

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MOC of the Section 355(e) tax liabilities described below, the “MOC Consideration”) in an amount sufficient to repay, repurchase, defease or terminate certain of Ashland’s debt and similar obligations, currently estimated at $1.9 billion which it will raise through its incurrence of debt (the “Holdco Borrowing”), (B) Holdco will distribute shares of Newco common stock to the holders of shares of Holdco common stock, on the basis of one share of Newco common stock for each outstanding share of Holdco common stock, and (C) Holdco will merge with a subsidiary of MOC (which will be a Delaware LLC) in a merger (the “Merger”) in which MOC’s subsidiary will be the surviving entity, with MOC common stock having an aggregate value of $915 million being issued to the former Holdco shareholders;

(iv) Newco’s indemnification obligations for certain environmental losses associated with the assets Ashland transferred to MAP at the formation of the joint venture will be limited to $50 million in the aggregate, and Ashland or Newco will bear certain costs of an ongoing project at the St. Paul Park refinery (MOC has instructed us to value this limitation on Newco’s environmental indemnity at $15 million); and

(v) With regard to tax liabilities under Section 355(e) of the Internal Revenue Code of 1986, as amended (the “Code”), or similar provisions of state or local laws arising from the Transaction (collectively, “Section 355(e) Taxes”): (A) MOC will satisfy and indemnify Newco against, the first $200 million of liability in respect of Section 355(e) Taxes (provided, however, that, to the extent the liability for Section 355(e) Taxes that is attributable to the reduction in the tax basis of the Newco common stock pursuant to Section 358(d)(1) of the Code exceeds $75 million, MOC’s indemnification obligation with respect to Section 355(e) Taxes will be increased by an amount equal to such excess); (B) Newco will be liable for up to $175 million of liabilities for Section 355(e) Taxes in excess of Marathon’s indemnification obligation described in the immediately preceding clause (A); and (C) Newco and MOC will share equally the responsibility to satisfy any liability for Section 355(e) Taxes in excess of their respective indemnification obligations described in the immediately preceding clauses (A) and (B).

The transactions contemplated by the Partial Redemption, the Restructuring, the Holdco Borrowing, the Cash Contribution, and the Merger and related transactions, in each case as described in more detail in the transaction documents that have been provided to us, and the payment of related fees and expenses are collectively referred to as the “Transaction.”

Reasonably Equivalent Value Test

In connection with the Transaction, MOC has requested that we render a written reasonably equivalent value opinion (the “Reasonably Equivalent Value Opinion” or this “Opinion”) as of the date hereof, addressed to you, as to whether, assuming the Transaction is consummated substantially as proposed, the value of the MOC Consideration is reasonably equivalent to the combined value of the Ashland Interest and the ATB.

For purposes of this Opinion, Reasonably Equivalent Value is defined as follows: “reasonably equivalent value” means, with respect to the Transaction, that the MOC Consideration will constitute realizable commercial value reasonably equivalent to the aggregate realizable commercial value of the Ashland Interest and the ATB. No representation is made herein as to the sufficiency of the above definition for any purpose other than setting forth the scope of our opinion set forth herein.

Marathon Oil Corporation

June 30, 2005

Page 3 of 7

In rendering this Opinion, we have valued the aggregate assets, on a consolidated and going concern basis, of each of MAP and the Ashland Interest, before consummation of the Transaction. The valuation included the aggregate assets of the business of MAP’s business enterprise (total invested capital) represented by the total net working capital, tangible plant, property and equipment, and intangible assets (including goodwill) of the business enterprise before consummation of the Transaction. Our value for the Ashland Interest also considered any outstanding debt of MAP, as represented by MOC and MAP management. We believe that this is a reasonable basis on which to value each of MAP and the Ashland Interest. Nothing has come to our attention that causes us to believe that MAP is not a going concern.

Methodology

The range of values of the Ashland Interest that we considered for purposes of the Reasonably Equivalent Value Opinion was determined based on the generally accepted valuation principles used in the market as of the date hereof as they apply to the relevant businesses of MAP, described as follows:

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June 30, 2005

Page 4 of 7

Discounted Cash Flow Approach - A range of values was developed considering (a) the present value of MAP’s future debt-free operating cash flow as estimated by the management of MAP and reflected in the financial projections prepared by MAP and furnished to us (the “Financial Projections”), (b) several alternative MAP margin scenarios, giving weight to historical margin averages and long-range business plan projections provided by MOC, (c) use of multi-year and one-year income capitalization scenarios, and (d) application of a range of discount rates and exit multiples that consider the financial and business risks of MAP.

Market Approach - Based on current stock market prices (with and without control premiums) of publicly held companies whose businesses are similar to those of MAP (as a going concern).

Precedent Transaction Approach – Based on acquisition prices paid for total ownership positions in businesses whose lines of business are similar to those of MAP.

For purposes of the Reasonably Equivalent Value Opinion, the ATB value was established by Marathon and Ashland through arm’s-length negotiations with the involvement of a third-party investment banking firm they jointly engaged. We refer to this mutually agreed valuation as the “ATB Valuation.” AAA has relied on the ATB Valuation, and nothing has come to our attention that suggests it is unreasonable for AAA to rely on the ATB Valuation.

Financial Results and Projections

In connection with the analysis underlying this Opinion, we were provided historical operating results and projected operating results (the “Financial Projections”, as represented in the MAP 2005-2007 Business/Tactical Plan dated November 19, 2004). In addition to this information, we were provided other operating data and information, all of which has been accepted, without independent verification, as representing a fair statement of historical and projected results of MAP, in the opinion of the managements of MAP, MOC and Ashland, as applicable. However, in the course of our investigation, nothing has led us to believe that our acceptance and reliance on such operating data and information was unreasonable.

Although, during the course of our engagement, we have tested the reasonableness of data provided to us (including historical financial information and the Financial Projections), we have not independently verified the accuracy of the Financial Projections, or any of the assumptions, estimates or judgments referred to therein, or the basis therefor, and although no assurances can be given that such Financial Projections and forecasts can be realized or that actual results will not vary materially from those projected, nothing has come to our attention during the course of our engagement which led us to believe that any information reviewed by us or presented to us in connection with our rendering of this Opinion is unreasonable in any material respect or that it was unreasonable for us to utilize and rely upon the Financial Projections, financial statements, assumptions, description of the business and liabilities, estimates and judgments of the managements of MAP, MOC and Ashland, and their respective counsel, accountants and financial and other advisors. This Opinion is necessarily based on business, economic, market and other conditions as they currently exist and as they can be evaluated by us at the date of this Opinion.

Marathon Oil Corporation

June 30, 2005

Page 5 of 7

Opinion Conditions and Assumptions

This Opinion is subject to the following assumptions:

(a) The Transaction is consummated as proposed.

(b) We have not been requested to identify, and have not identified, potential purchasers or to ascertain the actual prices and terms on which the Ashland Interest can currently be sold. Furthermore, because the sale of any business enterprise involves numerous assumptions and uncertainties, not all of which can be quantified or ascertained prior to engaging in an actual selling effort, we express no opinion as to whether the Ashland Interest could actually be sold for an amount we believe to be equivalent to its value.

In connection with this Opinion, we have made such reviews, studies, analyses and inquiries as we have deemed necessary and appropriate under the circumstances. Among other things, we have:

(1) reviewed the Transaction documents (including the Master Agreement to which MOC and Ashland are parties, as amended, and the other Transaction Agreements (as defined in the Master Agreement) and the exhibits and schedules thereto) and SEC reporting and/or filing documents of Ashland;

(2) reviewed the Financial Projections and inquired of management of MAP as to the foundation for such projections and the basic assumptions made in the preparation of such projections relating to the type of business, geographic markets, economic conditions, and capital facilities and working capital requirements;

(3) reviewed audited and unaudited historical financial statements of MAP, including income statements, balance sheets and cash flow statements, and pro forma financial statements of MAP, including income statements, balance sheets and cash flow statements, as provided by management of MAP;

(4) visited the current headquarters and selected facilities of MAP to discuss historical and projected operating results and industry data, including the impact of future trends on the industries in which MAP competes, as well as the effects of consummating the Transaction;

(5) reviewed select internal financial analyses and other internally generated financial data provided by management of MAP, MOC and/or Ashland, including asset valuations of MAP;

(6) reviewed contingent liabilities of MAP, including discussions with MAP, MOC and Ashland management;

(7) reviewed select publicly available economic, financial and market information as it relates to the business operations of MAP;

Marathon Oil Corporation

June 30, 2005

Page 6 of 7

(8) reviewed select publicly available information regarding businesses similar to MAP and investigated the financial terms and post-transaction performance of recent acquisitions of businesses similar to MAP and operating in reasonably similar markets;

(9) discussed all of the foregoing information, where appropriate, with management of each of MAP, MOC and/or Ashland and certain of their respective employees and agents;

(10) met with members of the senior management of MAP to discuss the business, properties, past history, results of operations and prospects of MAP, including discussions of the competitive environment in which MAP operates and the impact of consummation of the Transaction on MAP’s operations;

(11) met with members of the senior management of MAP to discuss the business, properties, past history, results of operations and prospects of MAP;

(12) discussed certain Transaction-related matters with representatives of Ashland, MAP and/or MOC and their respective financial advisors and counsel; and

(13) conducted such other studies, analyses and inquiries as we have deemed necessary for purposes of this Opinion.

This Opinion is intended to supplement, not substitute for, any addressees’ due diligence, to the extent required, in this or any related transaction.

Opinion

Based upon and subject to the foregoing, and in reliance thereon, it is our opinion as of this date that, assuming the Transaction is consummated substantially as proposed as of the Effective Date, the MOC Consideration represents reasonably equivalent value for the combined value of the Ashland Interest and the ATB.

It is understood that this Opinion is for the information of the above mentioned addressees and their successors and assigns, and is not to be publicly quoted, or referred to, in whole or in part, in any written document other than (i) the filing and disclosing of this Opinion in any report or other document filed with the Securities and Exchange Commission (the “SEC”) and any state securities commission or blue sky authority, or other governmental authority or agency, if such filing or disclosure is required pursuant to the rules and regulations thereof, or required by any applicable law, rule or regulation, or any stock exchange rule; (ii) the use or disclosure of this Opinion upon the demand, order or request of any court, administrative or governmental agency or regulatory body (whether or not such demand, order or request has the force of law) or as may be required or appropriate in response to any summons, subpoena or discovery requests; (iii) the disclosure of this Opinion in connection with (a) the Transaction; or (b) an audit of MOC by an independent public accountant or any administrative agency or regulatory body; or (iv) the provision of copies of, or any other disclosure of, this Opinion in connection with the exercise of any right or remedy, the defense

Marathon Oil Corporation

June 30, 2005

Page 7 of 7

of any claim in any litigation, or any governmental proceeding or investigation to which MOC is subject or purported to be subject; (v) the disclosure of this Opinion as may be requested, required or ordered in, or to protect MOC’s interest in, any litigation, governmental proceeding or investigation; or (vi) the disclosure of this Opinion as otherwise required by, or as reasonably determined by MOC to be required by, any applicable law, order, regulation or ruling.

Very truly yours,

AMERICAN APPRAISAL ASSOCIATES, INC.

Lee P. Hackett

Executive Vice President

LPH/md

EX-99.11

Exhibit 99.11

July 8, 2005

William F. Schwind Jr., Esq.

Vice President, General Counsel

    and Secretary

Marathon Oil Corporation

555 San Felipe Road

Houston, TX 77056

Re:  Amendment No. 4 to Registration Statement on Form S-4 of Marathon Oil Corporation Filed on July 8, 2005

Dear Mr. Schwind:

Reference is made to our opinion letters (“opinions”), dated April 27, 2005 and June 30, 2005.

Our opinions are provided for the information and assistance of the Board of Directors of Ashland Inc. in connection with its consideration of the transaction contemplated therein and are not to be used, circulated, quoted or otherwise referred to for any purpose, nor are they to be filed with, included in or referred to, in whole or in part, in any registration statement, proxy statement or any other document, except in accordance with our prior written consent. We understand that Marathon Oil Corporation has determined to include our opinions in the above-referenced Amendment No. 4 to Registration Statement.

In that regard, we hereby consent to the inclusion of our April 27, 2005 opinion in the Registration Statement as Exhibit 99.10 thereto and the inclusion of our June 30, 2005 opinion in the Registration Statement as Exhibit 99.12 thereto. Notwithstanding the foregoing, it is understood that our consent is being delivered solely in connection with the filing of such above-mentioned Amendment No. 4 to Registration Statement and that our opinions are not to be used, circulated, quoted or otherwise referred to for any other purpose, nor are they to be filed with, included in or referred to in whole or in part in any registration statement (including any subsequent amendments to the above-mentioned Registration Statement), proxy statement or any other document, except in accordance with our prior written consent.

In giving such consent, we do not thereby admit that we are experts with respect to any part of such Registration Statement within the meaning of the term “expert” as used in, or that we come within the category of persons whose consent is required under, the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

/s/ Houlihan Lokey Howard & Zukin Financial Advisors, Inc.

Houlihan Lokey Howard & Zukin Financial Advisors, Inc.

EX-99.12

EXHIBIT 99.12

June 30, 2005

The Board of Directors

Ashland Inc.

50 East River Center Blvd.

Covington, KY 41012

The Board of Directors

New EXM Inc.

50 East River Center Blvd.

Covington, KY 41012

Dear Directors:

We understand that currently Marathon Oil Corporation (“Marathon”), through its subsidiary, Marathon Oil Company, owns a 62 percent membership interest in Marathon Ashland Petroleum LLC (“MAP”) and Ashland Inc. (the “Company”) owns a 38 percent membership interest in MAP (the “Ashland Interest”). We also understand that under the proposed terms of the Transaction (as defined below):

(i) MAP will redeem a portion of the Ashland Interest for an amount equal to approximately $2.799 billion minus the amount of the HoldCo Borrowing (as defined below) (the net amount is referred to herein as the “Partial Partnership Redemption Amount”), consisting of cash and a distribution of MAP accounts receivable (the “Partial Partnership Redemption Transaction”). While MAP did not make its normal quarterly distributions to Ashland and Marathon for the period between March 18, 2004 and May 30, 2005, it did, on May 31, 2005, make a pro rata cash distribution to Ashland and Marathon, with Ashland’s share being approximately $268 million. The Partial Partnership Redemption Amount may also be increased by 38 percent of certain pension contributions and similar payments by MAP in excess of specified thresholds. The Partial Partnership Redemption Amount is currently estimated by Ashland to be $888 million plus 38% of MAP’s distributable cash at closing, which is expected to be approximately $509 million (38% of the expected accumulated cash at closing of $1,340 million) for a total of $1,397 million. In addition, if Marathon determines that the sum of the Partial Partnership Redemption Amount and the amount of the HoldCo Borrowing is not reasonably equivalent to the aggregate value of the Ashland Interest and the ATB (as defined below), Marathon may direct MAP to increase the Partial Partnership Redemption Amount.

(ii) Promptly following the Partial Partnership Redemption Transaction, Ashland will reorganize (the “Restructuring Transaction”) its corporate structure, through the following steps:

(A) the transfer to ATB Holdings, Inc. (“HoldCo”), a newly formed wholly owned subsidiary of Ashland, of (1) certain active trades or businesses comprised of Ashland’s maleic anhydride business and 60 Valvoline Instant Oil Change centers (collectively, the “ATB”), (2) the remaining Ashland Interest, and (3) Ashland’s 4% interest in LOOP LLC and 8.62% interest in LOCAP LLC (collectively, the “Related Interests”); and

The Board of Directors

Ashland Inc.

The Board of Directors

New EXM Inc.

June 30, 2005

(B) the merger of Ashland with and into a newly formed wholly owned subsidiary of HoldCo (“New Ashland LLC”) thereby transferring the ownership of Ashland’s remaining assets and liabilities (including, but not limited to, all assets and liabilities related to Ashland’s currently wholly owned businesses (other than the ATB)) to New Ashland LLC and the approximate $1,397 million in cash and accounts receivable from the Partial Partnership Redemption Transaction to New Ashland LLC (the “Reorganization Merger”) plus $268 million of cash received from MAP on May 31, 2005. As a result of the Reorganization Merger, each outstanding share of Ashland common stock will be converted into the right to receive one share of HoldCo common stock.

(iii) Promptly following the Restructuring Transaction, (A) HoldCo will contribute to New Ashland LLC cash, which HoldCo will borrow from third-party lenders (the “HoldCo Borrowing”), in an amount, determined in good faith by Ashland, that is sufficient to repay, repurchase, defease or terminate certain of Ashland’s outstanding debt obligations and lease obligations and (B) New Ashland LLC will merge with and into New EXM Inc., a wholly owned subsidiary of HoldCo (sometimes referred to herein as “New Ashland”) (the “Conversion Merger”). The amount of the HoldCo borrowing is expected to be approximately $1,920 million.

(iv) Promptly following the Conversion Merger, HoldCo will distribute shares of New Ashland common stock to the holders of HoldCo common stock (the former Ashland shareholders) on the basis of one share of New Ashland common stock for each outstanding share of HoldCo common stock (the “Distribution”).

(v) HoldCo will then merge with and into a subsidiary of Marathon (which will be a Delaware limited liability company) with $915 million of Marathon common stock being issued to the former Ashland shareholders (the “Acquisition Merger”).

(vi) Ashland or New Ashland will bear the cost of the St. Paul Park QQQ Project (as defined in the Master Agreement (as defined below)) not to exceed $9,350,000 reduced by certain amounts previously paid by Ashland. New Ashland’s indemnification obligations for certain environmental losses associated with the assets Ashland transferred to MAP at the formation of the joint venture will be limited to $50 million in the aggregate.

The Partial Partnership Redemption Transaction, Restructuring Transaction, HoldCo Borrowing, Conversion Merger, Distribution, Acquisition Merger and related transactions disclosed to Houlihan Lokey Howard & Zukin Financial Advisors, Inc. (“Houlihan Lokey”) are referred to collectively herein as the “Transaction.”

You have requested our written opinion (the “Opinion”) as to the matters set forth below. This Opinion values New Ashland on a consolidated basis and as a going-concern (including goodwill), on a pro forma basis, immediately after and giving effect to the Transaction. For purposes of this Opinion, “fair value” shall be defined as the amount at which New Ashland’s aggregate assets would change hands between a willing buyer and a willing seller, each having reasonable knowledge of the relevant facts, neither being under any compulsion to act, with equity to both; and “present fair saleable value” shall be defined as the amount that may be realized if New Ashland’s aggregate assets (including goodwill) are sold with reasonable promptness in an arm’s length transaction under present conditions for the sale of comparable

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The Board of Directors

Ashland Inc.

The Board of Directors

New EXM Inc.

June 30, 2005

business enterprises, as such conditions can be reasonably evaluated by Houlihan Lokey. We have used the same valuation methodologies in determining fair value and present fair saleable value for purposes of rendering this Opinion. The term “identified contingent liabilities” shall mean the stated amount of contingent liabilities identified to us and valued by responsible officers of the Company, upon whom we have relied without independent verification; no other contingent liabilities have been considered. The term “probable liabilities as they become absolute and mature” shall mean stated liabilities and identified contingent liabilities, considering the probability that such identified contingent liabilities will be imposed and, if so, in what amount, as such liabilities are identified to us and quantified and valued by responsible officers of the Company, and as such probabilities are determined by such officers, upon whom we have relied without independent verification; no other liabilities will be considered. Being “able to pay its debts as they become due or mature” shall mean that, assuming the Transaction has been consummated as proposed, New Ashland should be able to pay its debts and other liabilities (as identified, projected, and valued to us by responsible officers of the Company, upon whom we have relied without independent verification), including identified contingent liabilities, during the period covered by the Projections (as defined below), taking into consideration New Ashland’s projected cash flow during such period, New Ashland’s available cash (including cash proceeds of the Transaction to the extent such proceeds are not used to repurchase, repay or defease existing debt) and the stated borrowing capacity of New Ashland under the Revolving Credit Facilities (as defined below) proposed to be in place upon consummation of the Transaction. It is Houlihan Lokey’s understanding, upon which it is relying, that the Board of Directors of the Company and New Ashland and any other recipient of this Opinion will consult with and rely solely upon their own legal counsel with respect to said definitions. No representation is made herein, or directly or indirectly by this Opinion, as to any legal matter or as to the sufficiency of said definitions for any purpose other than setting forth the scope of Houlihan Lokey’s Opinion hereunder.

Notwithstanding the use of the defined terms “fair value” and “present fair saleable value,” we have not been engaged to identify prospective purchasers or to ascertain the actual prices at which and terms on which New Ashland can currently be sold, and we know of no such efforts by others. Because the sale of any business enterprise involves numerous assumptions and uncertainties, not all of which can be quantified or ascertained prior to engaging in an actual selling effort, we express no opinion as to whether New Ashland would actually be sold for the amount we believe to be its fair value and present fair saleable value.

In connection with this Opinion, we have made such reviews, analyses and inquiries as we have deemed necessary and appropriate under the circumstances. Among other things, we have:

1. reviewed the Company’s annual reports to shareholders and on Form 10-K for the four fiscal years ended September 30, 2004, quarterly reports on Form 10-Q for the quarters ended March 31, 2005, December 31, 2004 and the three quarterly periods ended June 30, 2004, Company-prepared financial statements for the Company and each of its primary businesses except for MAP and ATB (i.e., APAC, Specialty Chemical, Valvoline, Distribution, and Corporate) for the four fiscal years ended September 30, 2004 and the quarters ended December 31, 2003, December 31, 2004, March 31, 2004 and March 31, 2005, and New EXM Inc.’s Form 424B3 filed May 25, 2005, which the Company’s management has identified as the most current information available;

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The Board of Directors

Ashland Inc.

The Board of Directors

New EXM Inc.

June 30, 2005

2. reviewed HoldCo’s Form 424B3 filed May 25, 2005, which the Company’s management has identified as the most current information available for HoldCo;

3. reviewed copies of the following agreements:

a. Master Agreement dated as of March 18, 2004, among Ashland Inc., ATB Holdings Inc., EXM LLC, New EXM Inc., Marathon Oil Corporation, Marathon Oil Company, Marathon Domestic LLC, and Marathon Ashland Petroleum LLC and Amendment No. 1 dated April 27, 2005 to said Master Agreement (collectively, the “Master Agreement”);

b. Assignment and Assumption Agreement (Maleic Business) dated as of March 18, 2004, between Ashland and ATB Holdings Inc.;

c. Assignment and Assumption Agreement (VIOC Centers) dated as of March 18, 2004, between Ashland and ATB Holdings Inc.;

d. Amended and Restated Tax Matters Agreement dated as of April 27, 2005 among Ashland Inc., ATB Holdings, Inc., EXM LLC, New EXM Inc., Marathon Oil Company, Marathon Oil Corporation, Marathon Domestic LLC and Marathon Ashland Petroleum LLC; and

e. Amendment No. 3 dated as of April 27, 2005 to the Amended and Restated Limited Liability Company Agreement dated as of December 31, 1998 of Marathon Ashland Petroleum LLC, by and between Ashland and Marathon Oil Company;

4. reviewed copies of the following term sheets and commitment letters (collectively, the “Revolving Credit Facilities”):

a. Term Sheet for the $300,000,000 364-Day Credit Facility;

b. Term Sheet for the $350,000,000 5-Year Credit Facility (“Five Year Facility”);

c. 364-Day Credit Facility Commitment Letter dated February 16, 2005, from The Bank of Nova Scotia; and

d. 5-Year Credit Facility Commitment Letter dated February 16, 2005, from The Bank of Nova Scotia;

5. spoken with certain members of the senior management of the Company regarding the operations, financial condition, liabilities (including contingent liabilities), insurance, future prospects and projected operations and performance of the Company and New Ashland and the Transaction;

6. reviewed the report entitled “TECHNICAL REPORT: Estimating Pending and Future Asbestos Personal Injury Liabilities of Ashland Inc.” dated October 25, 2004 (as editorially revised on January 19, 2005)(together, the “HR&A 2004 Report), updated schedules provided to us on June 17, 2005, and June 20, 2005 draft of the report entitled “TECHNICAL REPORT: Estimating Pending and Future Asbestos Personal Injury Liabilities of Ashland Inc. for FY 2005” prepared by Hamilton, Rabinovitz & Alschuler, Inc. (“HR&A”);

7. spoken with a representative from HR&A regarding their forecasts and valuations of the Company’s asbestos-related liabilities as contained in the HR&A 2004 Report;

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The Board of Directors

Ashland Inc.

The Board of Directors

New EXM Inc.

June 30, 2005

8. reviewed the following reports prepared by Tillinghast-Towers Perrin (“TTP”): “Ashland Inc. Analysis of Potential Asbestos Related Liabilities Recoverable from Ashland Insurers, Summary of Insurance Recoveries and Related Charges” dated October 7, 2004 (the “TTP Report”);

9. spoken with a representative from TTP regarding the TTP Report and TTP’s forecasts of the Company’s insurance recoveries associated with asbestos-related claims;

10. reviewed the report entitled “Ashland Inc. Summary of Exposures” as of September 30, 2004, March 31, 2005, and the preliminary report dated June 30, 2005;

11. reviewed the forecasts and projections prepared by the Company’s management with respect to New Ashland for the five fiscal years ended September 30, 2009 as contained in the document entitled “Ashland 2005-2009 Outlook with 6/30 MAP V5” (the “Projections”);

12. reviewed the schedule entitled “Potential ‘Normalizing’ Adjustments to Income” for the fiscal quarterly periods ending September 30, 2004 and September 30, 2005 for each of the Company’s primary businesses except for MAP;

13. reviewed the historical market prices and trading volume for the Company’s publicly traded securities;

14. reviewed various securities analysts’ reports regarding the Company;

15. reviewed other publicly available financial data for the Company and certain companies that we deem comparable to New Ashland and its operating businesses; and

16. conducted such other studies, analyses and investigations as we have deemed appropriate.

We have relied upon and assumed (and we will be relying upon and assuming), without independent verification, that:

• the data, material and other information (including, without limitation, any pension liability, asbestos-related liability, environmental liability and insurance evaluations, estimates or reports prepared by or at the direction of the Company or its legal counsel), with respect to the Company, its subsidiaries, New Ashland, or any of their respective business operations furnished to Houlihan Lokey by or on behalf of the Company and New Ashland and each of its agents, counsel, employees and representatives (the “Information”) is true, correct and complete in all material respects;

• the representations and warranties of the Company made to Houlihan Lokey in the Engagement Letter (as hereinafter defined), the Letter (as hereinafter defined) and the Engagement Letter Amendment (as hereinafter defined) are true, correct and complete in all material respects;

• the Projections have been reasonably prepared and reflect the best currently available estimates of the future financial results and condition of New Ashland, and that there has been no material adverse change in the assets, financial condition, business or prospects of New Ashland since the date of the most recent financial statements made available to us;

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The Board of Directors

Ashland Inc.

The Board of Directors

New EXM Inc.

June 30, 2005

• the pro forma opening balance sheet for New Ashland provided to us has been reasonably prepared and reflects the best currently available estimate of New Ashland’s balance sheet immediately after the Transaction and including the repayment of all of the Company’s debt and leases;

• the forecasts and projections provided to us regarding the Company’s and New Ashland’s contingent liabilities and insurance for such liabilities (including sensitivity analyses) have been reasonably prepared and reflect the best currently available estimates of the future timing and amount of such liabilities and insurance recoveries, and that there has been no material adverse change in these liabilities and insurance coverage since the date of the most recent financial statements made available to us;

• neither the Company nor New Ashland will incur any material tax liability or suffer any material adverse effect related to tax, in either case due to, arising from or in connection with the Transaction; provided, however, that at Ashland’s request, for the purpose of our analyses, we have assumed that, pursuant to the Amended and Restated Tax Matters Agreement, the maximum portion of any tax liability under Section 355(e) of the Internal Revenue Code of 1986, as amended, for New Ashland arising from, or in connection with, the Transaction for which the Company or New Ashland would be responsible for paying is $190.0 million, with Marathon paying the remaining portion, if any. We have done so for purposes of our analysis and solely at your request, but with your agreement and understanding that Houlihan Lokey expresses no opinion or view on the sufficiency or reasonableness of said assumption. Ashland has represented to us that that the $190.0 million maximum portion assumption is for illustrative purposes only and does not represent Ashland’s or New Ashland’s views as to (i) the prices at which Ashland stock or New Ashland stock will trade at any time, (ii) the value of Ashland or New Ashland at any time, or (iii) the actual portion of any such tax liability that the Company or New Ashland would be responsible for paying pursuant to the Tax Matters Agreement;

• concurrent with the closing of the Transaction, the Company will have redeemed all of its debt obligations and paid off all of its lease obligations on terms and prices no less favorable, taken as a whole, than those provided to us in the Projections;

• New Ashland will receive proceeds of $3.317 billion in cash and accounts receivable from the Transaction (including approximately $509 million in cash from the distribution of 38 percent of MAP’s distributable cash at closing); and

• New Ashland will have the full amount (i.e., $650 million) of the Revolving Credit Facilities on or before the closing of the Transaction and through March 2006 and the full amount (i.e., $350 million) of the Five Year Facility on or before the closing of the Transaction and through March 2010 having material terms and conditions which, when taken as a whole, would provide New Ashland with credit or borrowing availability in an amount not less than the maximum amount of the Revolving Credit Facilities at any particular time through March 2006 and in an amount not less than the maximum amount of the Five Year Facility at any particular time through March 2010, which assumptions are incorporated in the Projections provided to us by management.

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The Board of Directors

Ashland Inc.

The Board of Directors

New EXM Inc.

June 30, 2005

We have not independently investigated or verified the accuracy or completeness of the Information and we assume no responsibility with respect to the accuracy and completeness of the Information. We have not made any physical inspection or independent appraisal of any of the properties, assets or liabilities (including the identified contingent liabilities) of the Company or New Ashland. Our opinion is necessarily based on business, economic, market and other conditions as they exist and that can be evaluated by us at the date of this letter.

Based upon the foregoing, and in reliance thereon, it is our opinion as of the date of this letter that, assuming the Transaction had been consummated as proposed, immediately after and giving effect to the Transaction and on a pro forma basis:

(a) the fair value of New Ashland’s assets would exceed its stated liabilities and identified contingent liabilities;

(b) the present fair saleable value of New Ashland’s assets would exceed its probable liabilities as they become absolute and mature;

(c) New Ashland should be able to pay its debts as they become due or mature; and

(d) the capital remaining in New Ashland after the Transaction would not be unreasonably small for the business in which New Ashland would be engaged, as management of the Company has indicated it is now conducted and is proposed to be conducted following the consummation of the Transaction.

Any summary of, or reference to, or disclosure of, this opinion is subject to the terms and conditions set forth in our engagement letter (the “Engagement Letter”) dated January 28, 2004 with Ashland Inc., that certain letter agreement (the “Letter”) dated March 16, 2004 among Houlihan Lokey, Ashland Inc. and New EXM Inc., and that certain amendment to the Engagement Letter dated April 22, 2005 (the “Engagement Letter Amendment”). This Opinion is necessarily based on the business, economic, market and other conditions as they exist and can be evaluated by us as of the date of this Opinion. Subsequent events that could affect the conclusions set forth in this opinion include adverse changes in industry performance or market conditions and changes to the business, financial condition and results of operations of the Company and New Ashland. Houlihan Lokey is under no obligation to update, revise or reaffirm this Opinion.

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The Board of Directors

Ashland Inc.

The Board of Directors

New EXM Inc.

June 30, 2005

This Opinion is furnished for your benefit. This Opinion is delivered to the Board of Directors of Ashland Inc. and New EXM Inc. subject to the conditions, scope of engagement, limitations and understandings set forth in this Opinion, the Engagement Letter, the Letter and the Engagement Letter Amendment, and subject to the understanding that the obligations of Houlihan Lokey in the Transaction are solely corporate obligations, and no officer, director, employee, agent, shareholder or controlling person of Houlihan Lokey shall be subjected to any personal liability whatsoever to any person, nor will any such claim be asserted by or on behalf of you or your respective affiliates.

HOULIHAN LOKEY HOWARD & ZUKIN FINANCIAL ADVISORS, INC.

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