Restated Certificate of Incorporation and By-Laws

The Restated Certificate of Incorporation of Marathon Oil Corporation was filed with the Secretary of State of the State of Delaware on March 5, 2002 as Exhibit A to the Corrected Certificate of Merger of USX Merger Corporation into USX Corporation, pursuant to which USX Corporation (the surviving corporation at the effective time of the merger) changed its name to Marathon Oil Corporation. The Restated Certificate of Incorporation of Marathon Oil Corporation filed with the Secretary of State of the State of Delaware on April 25, 2007 is set forth below.

Restated Certificate of Incorporation (25 KB)

The Board of Directors, at a meeting held on April 25, 2007, adopted and approved the amended By-Laws of Marathon Oil Corporation, effective April 25, 2007. Marathon Oil Corporation's By-Laws are set forth below.

 By-Laws of Marathon Oil Corporation (115 KB)