Marathon Oil (MRO)

Compensation Committee

The Compensation Committee is composed solely of directors who satisfy all criteria for independence under applicable law and the rules of the New York Stock Exchange and who, in the opinion of the Board, are free of any relationship that would interfere with their exercise of independent judgment as members of the committee.

The Compensation Committee has a written charter adopted by the Board, which is available on the Company’s website at http://www.marathon.com/Charter_Comp_Committee/. The charter requires the committee to reassess and report to the Board on the adequacy of the charter on an annual basis, which the committee did in 2006.

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The committee is, among other things, responsible for:

·      making recommendations to the Board and to the boards of subsidiaries on all matters of policy and procedures relating to executive compensation;

·      reviewing and approving corporate goals and objectives relevant to the chief executive officer’s compensation, and determining and approving the chief executive officer’s compensation level based on the Board’s performance evaluation of the chief executive officer;

·      determining and approving the compensation of the other executive officers, and reviewing the succession plan relating to positions held by the other executive officers;

·      recommending to the Board and administering the incentive compensation plans and equity-based plans of the Company;

·      confirming the achievement of performance levels under the Company’s incentive compensation plans;

·      reviewing, recommending, and discussing with management the compensation discussion and analysis section included in the Company’s annual proxy statement; and

·      evaluating its performance on an annual basis.

The committee may delegate its responsibilities to a subcommittee comprised of one or more members of the committee.

The committee has hired Towers Perrin, a global professional services firm, to serve as its compensation consultant, and Towers Perrin reports directly to the committee. The consultant provides the committee with comparative data on executive compensation and expert advice on the design and implementation of the Company’s annual and long-term compensation programs.

The committee seeks input from the CEO on compensation decisions and performance appraisals for all other officers. However, all officer compensation matters are approved by the committee.

The committee meets at least four times a year and is given the opportunity to meet in executive session at each of its meetings. With input from the compensation consultant, the CEO, and the Vice President of Human Resources, the chairman of the committee approves the agendas for committee meetings. When possible, the committee previews and discusses significant compensation decisions at one meeting before giving formal approval at a subsequent meeting.

Compensation Committee

The Compensation Committee is composed solely of directors who satisfy all criteria for independence under applicable law and the rules of the New York Stock Exchange and who, in the opinion of the Board, are free of any relationship that would interfere with their exercise of independent judgment as members of the committee.

This committee is, among other things, responsible for:

•

making recommendations to the Board and to the boards of subsidiaries on all matters of policy and procedures relating to executive compensation;

•

establishing the chief executive officer's compensation level based on the Board's performance evaluation of the chief executive officer;

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•

approving the compensation of the other executive officers, and reviewing the succession plan relating to positions held by the other executive officers;

•

recommending to the Board and administering the incentive compensation plans and equity-based plans of the Company;

•

confirming the achievement of performance levels under the Company's incentive compensation plans; and

•

evaluating its performance on an annual basis.

The Charter of the Compensation Committee is available on the Company's website at http://www.marathon.com/Charter    Comp    Committee/.