A waiver of any Code provision may be granted only as permitted by law and with the prior written approval of Marathon Oil’s CEO or General Counsel.

Any waiver of the Code for the benefit of senior financial officers, executive officers, or members of the Board of Marathon Oil requires the prior written approval of the Audit and Finance Committee of Marathon Oil’s Board of Directors and must be promptly disclosed to shareholders.

Our Code lays the foundation for good business decisions and outlines the requirements we must follow.

Marathon Oil maintains other Policies and Standards, which contain additional detail, in support of the Code.

If our Code, supporting Policies and Standards, or any internal resources do not resolve our question or concern, we ask ourselves:

1. Is it legal?

• Is there a law or regulation that governs my actions?
• Do I need to talk to Marathon Oil’s Law or Compliance and Ethics organization to answer this question?

2. Is it consistent with Marathon Oil’s values and requirements as expressed in our Code and supporting Policies and Standards?

• Do I need to talk to my manager, Marathon Oil’s Compliance and Ethics organization, or another organization within Marathon Oil to answer this question?

3. Am I willing to take responsibility for my decision?

• How would I feel if my decision were to be made public?
• Am I ready to be held accountable for my decision?
• Do I need to talk to my manager, Marathon Oil’s Compliance and Ethics organization, or another organization within Marathon Oil to answer this question?

• Comply with all sections of the Code
• Seek guidance about the Code as needed from any of the resources listed in the Code
• Promptly report any identified actual or potential Code violations
• Cooperate fully with Marathon Oil’s implementation of the Code, including:
  • Completing required training and certification
  • Assisting with any internal investigation or audit, if requested
  • Responding truthfully to requests for information and disclosing all relevant information
  • Not retaliating against anyone who makes a good faith report about an actual or suspected Code violation

• Lead by example in following the Code
• Create, maintain, and promote a work environment in line with the Code’s guidance
• Take consistent and appropriate action to address actual or potential violations of the Code
• Support the prompt reporting of questions and concerns
• Treat all information about reports and investigations as confidential
• Ask for assistance from Marathon Oil’s Compliance and Ethics organization when needed

A Code violation can result in disciplinary action up to and including dismissal and, in the event of criminal conduct or other serious violations of the law, notification to appropriate governmental authorities.