Marathon Oil (MRO)

Review of Annual and Quarterly SEC Filings.    The Committee shall review, approve and discuss with management and the independent auditor the annual and quarterly financial statements, including Forms 10-K and 10-Q, giving special consideration in any such review to material changes in accounting policy and assessing the fairness of the financial statements and disclosures including, without limitation, the Company’s disclosures in Management’s Discussion and Analysis contained in any such report.

Review of Earnings Releases.    The Committee or Committee chair shall review quarterly earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies.

Review and Approve Internal Control Reports.    The Committee shall review and approve the internal control reports to be included in the annual and quarterly reports, which shall provide that it is the responsibility of management to establish and maintain an adequate internal control structure and procedures for financial reporting, and contain an assessment of the effectiveness of such structure and procedures as of the end of the period covered by the report.

Review of Disclosure Controls and Procedures.    The Committee shall review with the Chief Executive Officer, the Chief Financial Officer and the General Counsel, the Company’s disclosure controls and procedures and shall review periodically, but in no event less frequently than quarterly, management’s conclusions about the efficacy of such disclosure controls and procedures, including any significant deficiencies in, or material non-compliance with, such controls and procedures.

Preparation of Report for Proxy Statement.    The Committee shall produce the Audit and Finance Committee Report to be included in the Company’s annual proxy statement.