Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 23, 2009, United States President Barack Obama nominated Gen. Charles F. Bolden, Jr., a current director of Marathon Oil Corporation, to serve as National Aeronautics and Space Administration ("NASA") Administrator.

On May 27, 2009, Gen. Bolden notified Marathon that, if his nomination to serve as NASA Administrator is confirmed by the United States Senate, he would accept the position and would resign his directorship and all committee appointments with Marathon. Gen. Bolden currently serves on Marathon's Audit and Finance Committee, Corporate Governance and Nominating Committee, and Public Policy Committee. The schedule for the confirmation process with respect to his nomination has not been publicly announced. Gen. Bolden's notice of intent to resign to accept the position of NASA Administrator did not arise from any disagreement with Marathon on any matter relating to Marathon's operations, policies or practices.