Marathon Oil (MRO)

COMMUNICATIONS AND COOPERATION

SECTION 8.01. Consult and Cooperate.

Marathon and United States Steel shall consult and cooperate fully (and shall cause their respective affiliates to cooperate fully) at such time and to the extent reasonably requested by a party to this Agreement in connection with all matters subject to this Agreement. The cooperation under this Section 8.01 shall include, without limitation:

(a) the provision on reasonable request of any information (including, without limitation, any books, records, documentation or other information) pertaining to Tax matters relating to the Marathon Stock Group and the United States Steel Stock Group, any necessary explanations of information, and access to personnel, until the expiration of the applicable statute of limitation (giving effect to any extension, waiver, or mitigation thereof);

(b) the execution, acknowledgement and delivery of any instrument or document that may be necessary or helpful in connection with (A) any Tax Return, (B) any Tax Proceeding or other litigation, investigation or action, or (C) the carrying out of the parties’ respective obligations under this Agreement;

(c) the use of the parties’ reasonable efforts to obtain any documentation from a Tax Authority, another governmental authority or another third party that may be necessary or helpful in connection with the foregoing;

(d) the retention of Tax Records as set forth in Section 9.02 of this Agreement; and

(e) the assistance of the parties in the preparation of any Tax Returns described in Sections 3.02(a)(i) and 3.02(b) of this Agreement.

SECTION 8.02. Provide Information.

Marathon and United States Steel shall keep one another fully informed with respect to any material developments relating to the matters subject to this Agreement.