Marathon Oil (MRO)

Audits by Independent and Internal Auditors.    The Committee shall review annually the scope of audit activities of both the independent auditor and the internal audit staff, including a review of risk assessment strategies.

Meetings with Independent and Internal Auditors and Management.    The Committee shall meet separately and periodically with the independent auditor, the internal audit staff and management with respect to the status and results of their activities including, without limitation, with respect to the independent auditor (i) any audit problems and management’s response thereto, (ii) all critical accounting policies and practices used, (iii) all alternative treatments of financial information within generally accepted accounting principles discussed with management, including ramifications with respect thereto and the treatment preferred by the independent auditor, and (iv) other material written communications between the independent auditor and management.

Review of Benefit Plans.    The Committee shall receive and review the audit plans and audit reports of the Company’s benefit plans.