Form of Voting And Exchange Trust Agreement

Exhibit 10.3

VOTING AND EXCHANGE TRUST AGREEMENT

MEMORANDUM OF AGREEMENT dated as of the 18th day of October, 2007.

AMONG :

MARATHON OIL CORPORATION , a corporation existing under the laws of Delaware (hereinafter referred to as " Marathon" )

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1339971 ALBERTA LTD. , a corporation existing under the laws of Alberta (hereinafter referred to as " AcquisitionCo" )

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MARATHON CANADIAN OIL SANDS HOLDING LIMITED , a corporation existing under the laws of Alberta (hereinafter referred to as " CallCo" )

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VALIANT TRUST COMPANY, a trust company incorporated under the laws of Alberta (hereinafter referred to as the " Trustee" )

WHEREAS pursuant to an arrangement agreement dated July 30, 2007 among Marathon, AcquisitionCo, Western Oil Sands Inc. and WesternZagros Resources Inc. (such agreement, as it may be amended or restated, is hereafter referred to as the " Arrangement Agreement" ), the parties agreed that on the Effective Date (as defined in the Arrangement Agreement) the parties would execute and deliver an agreement which would govern the relationship among the parties as it related to the issuance and existence of exchangeable shares in the capital of AcquisitionCo (the " Exchangeable Shares" ), which will be issued pursuant to the Arrangement;

AND WHEREAS the articles of AcquisitionCo set forth the rights, privileges, restrictions and conditions (collectively, the " Share Provisions" ) attaching to the Exchangeable Shares; AND WHEREAS the parties hereto have agreed to enter into this Agreement in order to give effect to those exchange rights and voting rights to be created for the benefit of holders of Exchangeable Shares;

NOW THEREFORE in consideration of the respective covenants and agreements provided in this Agreement and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto covenant and agree as follows:

ARTICLE 1

DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement, each term denoted by initial capital letters and not otherwise defined herein shall have the meaning attributed thereto in the Share Provisions and the following terms shall have the following meanings:

" Aggregate Equivalent Vote Amount" means, with respect to any matter, proposition or question on which Marathon Shareholders are entitled to vote, consent or otherwise act, the aggregate number of votes which all Beneficiaries would have been entitled to exercise as Marathon Shareholders if such Beneficiaries had exchanged their Exchangeable Shares for Marathon Shares at the Exchange Ratio applicable on the record date established by Marathon or by applicable law for consideration of the matter to be voted on, consented to or otherwise acted upon;

" Automatic Exchange Rights" means the benefit of the obligation of Marathon and CallCo to effect the automatic exchange of Exchangeable Shares for Marathon Shares as defined in Section 5.12(c);

" Beneficiary Votes" has the meaning given to that term in Section 4.2;

" Beneficiaries" means the registered holders from time to time of Exchangeable Shares, other than Marathon and CallCo and their affiliates;

" Consent" has the meaning given to that term in Section 4.2;

" Exchange Rights" has the meaning given to that term in Section 5.1(a);

" Indemnified Parties" has the meaning given to that term in Section 8.1;

" Insolvency Event" means the institution by AcquisitionCo of any proceeding to be adjudicated a bankrupt or insolvent or to be wound up, or the consent of AcquisitionCo to the institution of bankruptcy, insolvency, dissolution or winding-up proceedings against it, or the filing of a petition, answer or consent seeking dissolution or winding-up under any bankruptcy, insolvency or analogous laws, including without limitation the Companies Creditors' Arrangement Act (Canada) and the Bankruptcy and Insolvency Act (Canada), and the failure by AcquisitionCo to contest in good faith any such proceedings commenced in respect of AcquisitionCo within 15 days of becoming aware thereof, or the consent by AcquisitionCo to the filing of any such petition or to the appointment of a receiver, or the making by AcquisitionCo of a general assignment for the benefit of creditors, or the admission in writing by AcquisitionCo of its inability to pay its debts generally as they become due, or AcquisitionCo not being permitted, pursuant to liquidity or solvency requirements or other applicable law, to redeem any Retracted Shares pursuant to Section 4.6 of the Share Provisions;

" Liquidation Event" has the meaning given to that term in Section 5.12(b);

" Liquidation Event Effective Time" has the meaning given to that term in Section 5.12(c); " List" has the meaning given to that term in Section 4.6;

" Marathon Shareholder" means a holder of Marathon Shares;


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" Meeting" has the meaning given to that term in Section 4.2; " Officer' s Certificate" means, with respect to Marathon, AcquisitionCo and/or CallCo, a certificate signed by any officer or director of Marathon, AcquisitionCo or CallCo, as the case may be;

" Share Provisions" means the rights, privileges, restrictions and conditions attaching to the Exchangeable Shares, all as set forth in the articles of AcquisitionCo;

" Special Voting Shares" means the special voting stock of Marathon, issued by Marathon to and deposited with the Trustee, which entitles the Trustee, on behalf of the holders of record of Exchangeable Shares who are Beneficiaries, to a number of votes at meetings of Marathon Shareholders equal to the Aggregate Equivalent Vote Amount;

" Successor" has the meaning given to that term in Section 10.1(a); " Trust" means the trust created by this Agreement;

" Trust Estate" means the Special Voting Shares, the Voting Rights, the Exchange Rights, the Automatic Exchange Rights and any money or other property which may be held by the Trustee from time to time pursuant to this Agreement;

" Trustee" means Valiant Trust Company and, subject to the provisions of Article 9, includes any successor trustee; and

" Voting Rights" means the voting rights attached to the Special Voting Shares. 1.2 Interpretation Not Affected by Headings, etc.

The division of this Agreement into Articles, Sections and other portions and the insertion of headings are for convenience of reference only and should not affect the construction or interpretation of this Agreement. Unless otherwise indicated, all references to an " Article" or " Section" followed by a number and/or a letter refer to the specified Article or Section of this Agreement. The terms " this Agreement" , " hereof" , " herein" and " hereunder" and similar expressions refer to this Agreement and not to any particular Article, Section or other portion hereof and include any agreement or instrument supplementary or ancillary hereto. 1.3 Number, Gender, etc.

Words importing the singular number only shall include the plural and vice versa. Words importing any gender shall include all genders.

1.4 Date for any Action

If any date on which any action is required to be taken under this Agreement is not a Business Day, such action shall be required to be taken on the next succeeding Business Day.


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ARTICLE 2

PURPOSE OF AGREEMENT

2.1 Establishment of Trust

The purpose of this Agreement is to create the Trust for the benefit of the Beneficiaries, as herein provided. The Trustee will hold the Special Voting Shares in order to enable the Trustee to exercise the Voting Rights, and will hold the Exchange Rights and the Automatic Exchange Rights and the right to enforce the Support Agreement in order to enable the Trustee to exercise such rights, in each case as trustee for and on behalf of the Beneficiaries as provided in this Agreement. ARTICLE 3

SPECIAL VOTING SHARES

3.1 Issuance and Ownership of the Special Voting Share

Marathon has issued to and has deposited with the Trustee a number of Special Voting Shares equal to the number of Exchangeable Shares issued by AcquisitionCo on the date hereof. Marathon shall, on each Marathon Dividend Payment Date, issue and deposit with the Trustee additional Special Voting Shares to reflect adjustments to the Exchange Ratio so that, as of each record date for determining the Marathon Shareholders entitled to vote at a meeting of Marathon Shareholders, the number of Special Voting Shares then held by the Trustee hereunder shall be equal to the Aggregate Equivalent Vote Amount as of such date. Upon the exchange, retraction or redemption of Exchangeable Shares pursuant to and in accordance with the terms thereof, or the acquisition of such shares by Marathon or CallCo, the Trustee shall, if so directed in writing by Marathon, surrender to Marathon a number of Special Voting Shares equal to the number of Beneficiary Votes then allocable to the Exchangeable Shares so exchanged, retracted or redeemed. Any such Special Voting Shares so surrendered may be reissued by Marathon to the Trustee hereunder. Each Special Voting Share issued to and deposited with the Trustee pursuant to the foregoing provisions shall, until surrendered pursuant to the foregoing provisions, be held of record by the Trustee as trustee for and on behalf of, and for the use and benefit of, the Beneficiaries and in accordance with the provisions of this Agreement. Marathon hereby acknowledges receipt from the Trustee as trustee for and on behalf of the Beneficiaries of good and valuable consideration (and the adequacy thereof) for the issuances of the Special Voting Shares by Marathon to the Trustee pursuant to this Section 3.1. During the term of the Trust and subject to the terms and conditions of this Agreement, the Trustee shall possess and be vested with full legal ownership of the Special Voting Shares and shall be entitled to exercise all of the rights and powers of an owner with respect to the Special Voting Shares, provided that the Trustee shall:

(a) hold the Special Voting Shares and the legal title thereto as trustee solely for the use and benefit of the Beneficiaries in accordance with the provisions of this Agreement;

(b) except as specifically authorized by this Agreement, have no power or authority to sell, transfer, vote or otherwise deal in or with the Special Voting Shares; and

(c) not use or dispose of any of the Special Voting Shares for any purpose other than the purposes for which this Trust is created pursuant to this Agreement.

3.2 Legended Share Certificates

AcquisitionCo will cause each certificate representing Exchangeable Shares to bear an appropriate legend notifying the Beneficiaries of their right to instruct the Trustee with respect to the exercise of the Voting Rights with respect to the Exchangeable Shares held by a Beneficiary.

3.3 Safekeeping of Certificates

The certificates representing the Special Voting Shares shall at all times be held in safekeeping by the Trustee or its agent.


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ARTICLE 4

EXERCISE OF VOTING RIGHTS

4.1 Voting Rights

The Trustee, as the holder of record of the Special Voting Shares, shall be entitled to all of the Voting Rights, including the right to consent to or to vote in person or by proxy the Special Voting Shares, on any matter, question or proposition whatsoever that may properly come before the Marathon Shareholders at a Meeting or in connection with a Consent. The Voting Rights shall be and remain vested in and exercised by the Trustee. Subject to Section 6.15 hereof, the Trustee shall exercise the Voting Rights only on the basis of instructions received pursuant to this Article 4 from Beneficiaries entitled to instruct the Trustee as to the voting thereof at the time at which a Consent is sought or a Meeting is held. To the extent that no instructions are received from a Beneficiary with respect to the Voting Rights to which such Beneficiary is entitled, the Trustee shall not exercise or permit the exercise of such Beneficiary' s Voting Rights. 4.2 Number of Votes

With respect to all meetings of Marathon Shareholders at which Beneficiaries are entitled to vote (a " Meeting" ) and with respect to all written consents sought by Marathon from Marathon Shareholders (a " Consent" ), each Beneficiary shall be entitled to instruct the Trustee to cast and exercise, in the manner instructed, a number of votes equal to the number of votes such Beneficiary would have been entitled to exercise as a Marathon Shareholder if such Beneficiary had exchanged its Exchangeable Shares for Marathon Shares at the Exchange Ratio applicable on the record date established by Marathon or by applicable law for such Meeting or Consent, as the case may be (the " Beneficiary Votes" ), in respect of each matter, question or proposition to be voted on at such Meeting or to be consented to in connection with such Consent. The aggregate number of voting rights in relation to Beneficiary Votes to which any individual Beneficiary may be entitled in respect of any fractional entitlements to Marathon Shares shall be rounded down to the nearest whole number of Marathon Shares.

4.3 Mailings to Beneficiaries

With respect to each Meeting and Consent, the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as Marathon utilizes in communications to Marathon Shareholders, subject to the Trustee' s ability to provide this method of communication and upon being advised in writing of such method) to each of the Beneficiaries named in the List on the same day as the initial mailing or notice (or other communication) with respect thereto is given by Marathon to Marathon Shareholders:

(a) a copy of such notice, together with any proxy or information statement and related materials (but excluding proxies to vote Marathon Shares) to be provided to Marathon Shareholders;

(b) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Meeting or Consent, as the case may be, or, pursuant to Section 4.7 hereof, to attend such Meeting and to exercise personally the Beneficiary Votes thereat as proxy of the Trustee;

(c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give:

(i) a proxy to such Beneficiary or such Beneficiary' s designee to exercise personally the Beneficiary Votes; or

- 5 - (ii) a proxy to a designated agent or other representative of the management of Marathon to exercise such Beneficiary Votes; (d) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised;

(e) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (f) a statement of (i) the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Meeting shall not be less than 24 hours prior to such meeting, and (ii) the method for revoking or amending such instructions.

The materials referred to above are to be provided by Marathon to the Trustee, but shall be subject to review and comment by the Trustee.

For the purposes of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any such Meeting or Consent, the number of Exchangeable Shares owned as of record by the Beneficiary and the current Exchange Ratio shall be determined at the close of business on the record date established by Marathon or by applicable law for purposes of determining Marathon Shareholders entitled to vote at such Meeting or to give written consent in connection with such Consent. Marathon will notify the Trustee in writing of any decision of the board of directors of Marathon with respect to the calling of any such Meeting or the seeking of such Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3.

4.4 Copies of Marathon Shareholder Information

Marathon will deliver to the Trustee copies of all proxy materials (including notices of Meetings, but excluding proxies to vote Marathon Shares), information statements, reports (including, without limitation, all interim and annual financial statements and management' s discussion and analysis thereon) and other written communications that are to be distributed from time to time to beneficiaries of Marathon Shares in sufficient quantities and in sufficient time so as to enable the Trustee to send those materials to each Beneficiary concurrently with the transmittal of such materials to Marathon Shareholders. The Trustee will mail or otherwise send to each Beneficiary, at the expense of Marathon, copies of all such materials (and all materials specifically directed to the Beneficiaries or to the Trustee for the benefit of the Beneficiaries by Marathon) received by the Trustee from Marathon concurrently with the transmittal of such materials to Marathon Shareholders. The Trustee will make copies of all such materials available for inspection by any Beneficiary at the Trustee' s principal transfer office in the cities of Calgary and Toronto. 4.5 Other Materials

As soon as reasonably practicable after receipt by Marathon or any Marathon Shareholder of any material sent or given generally to the Marathon Shareholders by or on behalf of a third party, including without limitation dissident proxy and information circulars (and related information and material) and tender and exchange offer circulars (and related information and material), Marathon shall use its


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reasonable efforts to obtain and deliver to the Trustee copies thereof in sufficient quantities so as to enable the Trustee to forward such material (unless the same has been provided directly to the Trustee or to Beneficiaries by such third party) to each Beneficiary as soon as possible thereafter. As soon as practicable after receipt thereof, the Trustee will mail or otherwise send to each Beneficiary, at the expense of Marathon, copies of all such materials received by the Trustee from Marathon. The Trustee will also make copies of all such materials available for inspection by any Beneficiary at the Trustee' s principal transfer office in the cities of Calgary and Toronto.

4.6 List of Persons Entitled to Vote

AcquisitionCo shall: (i) prior to each annual, general or special Meeting or the seeking of any Consent and (ii) forthwith upon each request made at any time by the Trustee in writing, prepare or cause to be prepared a list (a " List" ) of the names and addresses of the Beneficiaries arranged in alphabetical order and showing the number of Exchangeable Shares held of record by each such Beneficiary, in each case at the close of business on the date specified by the Trustee in such request or, in the case of a List prepared in connection with a Meeting or a Consent, at the close of business on the record date established by Marathon or pursuant to applicable law for determining the Marathon Shareholders entitled to receive notice of and/or to vote at such Meeting or to give consent in connection with such Consent. Each such List shall be delivered to the Trustee promptly after receipt by AcquisitionCo of such request on the record date for such meeting or seeking of consent, as the case may be, and in any event within sufficient time as to enable the Trustee to perform its obligations under this agreement. Marathon agrees to give AcquisitionCo written notice (with a copy to the Trustee) of the calling of any Meeting or the seeking of any Consent, together with the record dates therefor, sufficiently prior to the date of the calling of such meeting or seeking of such consent so as to enable AcquisitionCo to perform its obligations under this Section 4.6.

4.7 Entitlement to Direct Votes

Any Beneficiary named in a List prepared in connection with any Meeting or any Consent will be entitled: (i) to instruct the Trustee in the manner described in Section 4.3 hereof with respect to the exercise of the Beneficiary Votes to which such Beneficiary is entitled; or (ii) to attend such meeting and personally to exercise thereat (or to exercise with respect to any written consent), as the proxy of the Trustee, the Beneficiary Votes to which such Beneficiary is entitled. 4.8 Voting by Trustee, and Attendance of Trustee Representative, at Meeting

In connection with each Meeting and Consent, the Trustee shall exercise, either in person or by proxy, in accordance with the instructions received from a Beneficiary pursuant to Section 4.3 hereof, the Beneficiary Votes as to which such Beneficiary is entitled to direct the vote (or any lesser number thereof as may be set forth in the instructions); provided, however, that such written instructions and any other required materials are received by the Trustee from the Beneficiary prior to the time and date fixed by it for receipt of such instructions and any other required materials in the notice given by the Trustee to the Beneficiary pursuant to section 4.3 hereof. The Trustee shall cause such representatives as are empowered by it to sign and deliver, on behalf of the Trustee, proxies for Voting Rights to attend each Meeting. Upon submission by a Beneficiary (or its designee) of identification in a form satisfactory to the Trustee' s representatives, and at the Beneficiary' s request, such representatives shall sign and deliver to such Beneficiary (or its designee) a proxy to exercise personally the Beneficiary Votes as to which such Beneficiary is otherwise entitled hereunder to direct the vote, if such Beneficiary either: (i) has not previously given the Trustee instructions pursuant to Section 4.3 hereof in respect of such meeting; or (ii) submits to the Trustee' s


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representatives written revocation of any such previous instructions. At such Meeting, the Beneficiary exercising such Beneficiary Votes shall have the same rights as the Trustee to speak at the meeting in respect of any matter, question or proposition, to vote by way of ballot at the meeting in respect of any matter, question or proposition and to vote at such Meeting by way of a show of hands in respect of any matter, question or proposition.

4.9 Distribution of Written Materials

Any written materials to be distributed by the Trustee to the Beneficiaries pursuant to this Agreement shall be delivered or sent by mail (or otherwise communicated in the same manner as Marathon utilizes in communications to Marathon Shareholders subject to the Trustee' s ability to provide this method of communication and upon being advised in writing of such method) to each Beneficiary at its address as shown on the books of AcquisitionCo. AcquisitionCo shall provide or cause to be provided to the Trustee for this purpose, on a timely basis and without charge or other expense:

(a) current lists of the Beneficiaries; and

(b) on the request of the Trustee, mailing labels to enable the Trustee to carry out it duties under this Agreement. The materials referred to above are to be provided by AcquisitionCo to the Trustee, but shall be subject to review and comment by the Trustee. 4.10 Termination of Voting Rights

Except as otherwise provided herein or in the Share Provisions, all of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to Marathon, and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately, upon the delivery by such Beneficiary to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary of the Exchange Rights or the occurrence of the Automatic Exchange Rights (unless in any case Marathon or CallCo shall not have delivered the consideration deliverable in exchange therefor to the Trustee for delivery to the Beneficiaries), or upon the retraction or redemption of Exchangeable Shares pursuant to Article 4 or Article 5 of the Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of AcquisitionCo or any other distribution of the assets of AcquisitionCo among its shareholders for the purpose of winding up its affairs pursuant to Article 6 of the Share Provisions, or upon the purchase of Exchangeable Shares from the Beneficiary thereof by Marathon or CallCo pursuant to the exercise by Marathon or CallCo of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right.

ARTICLE 5

EXCHANGE RIGHTS AND AUTOMATIC EXCHANGE

5.1 Grant and Ownership of the Exchange Rights

Each of Marathon and CallCo hereby grants to the Trustee as trustee for and on behalf of, and for the use and benefit of, the Beneficiaries:

(a) the right (the " Exchange Rights" ), upon the occurrence and during the continuance of an Insolvency Event, to require Marathon or CallCo to purchase from each or any Beneficiary all or any part of the Exchangeable Shares held by that Beneficiary; and


- 8 - (b) the Automatic Exchange Rights,

all in accordance with the provisions of this Agreement. Each of Marathon and CallCo hereby acknowledges receipt from the Trustee as trustee for and on behalf of the Beneficiaries of good and valuable consideration (and the adequacy thereof) for the grant of the Exchange Rights and the Automatic Exchange Rights by Marathon and CallCo to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreement, the Trustee shall possess and be vested with full legal ownership of the Exchange Rights and the Automatic Exchange Rights and shall be entitled to exercise all of the rights and powers of an owner with respect to the Exchange Rights and the Automatic Exchange Rights, provided that the Trustee shall: (c) hold the Exchange Rights and the Automatic Exchange Rights and the legal title thereto as trustee solely for the use and benefit of the Beneficiaries in accordance with the provisions of this Agreement; and

(d) except as specifically authorized by this Agreement, have no power or authority to exercise or otherwise deal in or with the Exchange Rights or the Automatic Exchange Rights, and the Trustee shall not exercise any such rights for any purpose other than the purposes for which the Trust is created pursuant to this Agreement.

5.2 Legended Share Certificates

AcquisitionCo will cause each certificate representing Exchangeable Shares to bear an appropriate legend notifying the Beneficiaries of:

(a) their right to instruct the Trustee with respect to the exercise of the Exchange Rights in respect of the Exchangeable Shares held by a Beneficiary; and (b) the Automatic Exchange Rights.

5.3 General Exercise of Exchange Rights

The Exchange Rights shall be and remain vested in and exercisable by the Trustee. Subject to Section 6.15, the Trustee shall exercise the Exchange Rights only on the basis of instructions received pursuant to this Article 5 from Beneficiaries entitled to instruct the Trustee as to the exercise thereof. To the extent that no instructions are received from a Beneficiary with respect to the Exchange Rights, the Trustee shall not exercise or permit the exercise of the Exchange Rights. 5.4 Purchase Price

The purchase price payable by Marathon or CallCo, as applicable, for each Exchangeable Share to be purchased by Marathon or CallCo, as applicable, under the Exchange Rights shall be an amount per share equal to the amount determined by multiplying the Exchange Ratio on the last Business Day prior to the date of closing of the purchase and sale of such Exchangeable Shares under the Exchange Rights (as provided for in Section 5.6) by the Current Market Price of a Marathon Share on the last Business Day prior to such date.


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In connection with each exercise of the Exchange Rights, Marathon or CallCo shall provide to the Trustee an Officer' s Certificate setting forth the calculation of the purchase price for each Exchangeable Share. The purchase price for each such Exchangeable Share so purchased may be satisfied only by Marathon or CallCo, as applicable, delivering or causing to be delivered to the Trustee, on behalf of the relevant Beneficiary, a certificate or c ...