Marathon Oil (MRO)

Stock Ownership Requirements and Anti-Hedging Policy

In 2003, the Committee established stock ownership guidelines for our Officers in order to reinforce the alignment of the Officers’ and stockholders’ interests. The share ownership requirements are as follows:

·                  Chief Executive Officer (“CEO”) — 225,000 shares

·                  Executive Vice Presidents — 60,000 shares

·                  Senior Vice Presidents — 42,000 shares

Officers have until 2008 to achieve this ownership level, unless their appointment was after 2003, in which case they have five years from that appointment date to achieve the designated stockholder ownership level. In general, shares for which the Officers have dividend and voting rights are counted towards the requirement, including unvested time-based restricted shares.

The Committee reviews each Officer’s progress towards the guidelines on an annual basis. Officers who have not reached their specified targets and who exercise stock options are

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generally expected to hold the shares they receive upon exercise (after taxes) so that they meet their requirement in a timely manner.

In order to ensure that Officers bear the full risks of stock ownership, our corporate policies prohibit Officers from engaging in hedging transactions related to our stock or from pledging or creating a security interest in any Marathon shares they hold.