THOMAS P. STATE COMPTROLLER 59 Maiden Lane-30th Floor New York, NY 10038 Tel: (212) 383-1428 Fax: (212) 383-1331 i DIVISION OF CORPORATE GOVERNANCE ?5-5 . . . ?$451915st STATE OF NEW YORK OFFICE OF THE STATE COMPTROLLER October 31, 2017 Ms. Molly Benson Vice President, Corporate Secretary, and Chief Compliance Of?cer Marathon Petroleum Corporation 539 South Main St. Findlay, Ohio 45840 Dear Ms. Benson: The Comptroller of the State of New York, Thomas P. DiNapoli, is the trustee of the New York State Common Retirement Fund (the ?Fund?) and the administrative head of the New York State and Local Retirement System. The Comptroller has authorized me to inform of his intention to offer the enclosed shareholder proposal for consideration of stockholders at the next annual meeting. I submit the enclosed proposal to you in accordance with rule 1421-8 of the Securities Exchange Act of 1934 and ask that it be included in your proxy statement. A letter from .P. Morgan Chase, the Fund?s custodial bank verifying the Fund?s ownership of Marathon Petroleum Corporation shares, continually for over one year, is enclosed. The Fund intends to continue to hold at least $2,000 worth of these securities through the date of the annual meeting. We would be happy to discuss this initiative with you. Should Marathon decide to endorse its provisions as company policy, the Comptroller will ask that the proposal be withdrawn from consideration at the annual meeting. Please feel free to contact me at (212) 383-1428 and or email at pdohertx' should you have any further questions on this matter. Very truly yours, ?3 Patrick Doherty Director of Corporate Governance Enclosures Environmental and Human Rights Due Diligence WHEREAS: The construction and operation of energy infrastructure in North America requires respect for rigorous standards of environmental review and the human rights of Indigenous Peoples. Environmental and human rights due diligence are essential to assessing the full risk of an asset acquisition. When such risks are not adequately considered, decisions can be made that lead to reputational, regulatory and financial loss. The UN Declaration on the Rights of Indigenous Peoples sets out international standards for Indigenous Peoples' rights including the right to Free, Prior, and Informed Consent prior to the approval of any projects affecting their traditional territory. Human rights due diligence expectations are outlined in Principles 17 to 21 of the UN Guiding Principles on Business and Human Rights. Marathon Petroleum (Marathon) through MPLX Inc. has invested $500 million in the Bakken Pipeline Project consisting of the Dakota Access Pipeline (DAPL) and Energy Transfer Crude Oil Pipeline via a joint venture with a subsidiary of Enbridge, Inc. that together own 36.75% of the Bakken Pipeline Project. Marathon?s investment is threatened by potential environmental liability or reputational damage resulting from the absence of a social license to operate. The pipeline's operator, Energy Transfer Partners has a poor environmental record, with recent water contamination lawsuits in New jersey, Vermont, Louisiana, and Puerto Rico. The agreement to acquire Marathon?s ownership in DAPL was reached ?ve days after the project was approved by the US Army Corps of Engineers. However, in the months preceding the agreement, the SRST and other Native American tribes, as well as three federal agencies, raised concerns about the lack of tribal consultation and the inadequacy of the environmental review. Marathon and its shareholders should have been aware of the risks posed by community opposition, lawsuits challenging the pipeline, and the establishment of an opposition camp. Inadequate social risk management delayed operation of DAPL by six months, generated signi?cant media controversy, and triggered regulatory uncertainty that still jeopardizes the pipeline. In June 2017, a federal court determined that the US Army Corps of Engineers approved DAPL without adequately considering the impacts of an oil spill on hunting and ?shing rights, or environmental justice. In the wake of the ruling, parties submitted new arguments about whether the pipeline should operate during a new environmental review. RESOLVED We request that Marathon prepare a report to shareholders, at- reasonable cost and omitting proprietary information, that describes the due diligence process used to identify and address environmental and social risks in reviewing potential acquisitions. Such a report should consider: 0 Which committees, departments and/ or managers are responsible for review, oversight and veri?cation of environmental and social risks; a How environmental and social risks are identi?ed and assessed; Which international standards are used to de?ne the company?s human rights due diligence procedures; How this information informs and is weighted in business decisions; If and how risks identi?ed are disclosed to shareholders; Whether Marathon will adjust its policies and practices for the future JP. Morgan Daniel F. Murphy Vice President CIB Client Service Americas October 31, 2017 Ms. Molly R. Benson Vice President, Corporate Secretary and Chief Compliance Officer, Marathon Petrole?m CorporatiOn 539 South Main Street Findlay, Ohio 45840 Dear Ms. Benson, This letter is in response to a request by The Henorable Thomas P. DiNapoli, New York State Comptroller, regarding confirmati on from JP Morgan Chase that the New York State Common Retirement Fund has been a benet1c1al owner or Marathon Petroleum Corporation continuously for at least one year as of and including October 31, 2017. Please note that JP. Morgan Chase, as custodian for the New York State Common Retire. .ent Fund. held a total of 1,730,989 shares of common stock as of October 31. 2017 and continues to hold shares in the company. The value of the ownership stake continuously held by the New York State Common Retirement Fund had a market value of at least $2,000.00 for at least twelve menths prior to, and including, said date. If there are any questions, please contact me or Miriam Awad at (212) 623-8481. Regards, - - i Daniel P. Murphy cc: Patrick Doherty Gianna McCarthy- Tana Goldsmith Kyle 'Seeley - NY SCRF 4 Chase Metrotech Center 4thh Floor, Brooklyn, NY 11245 Telephone: +1 212 $23 8536 Facsimile: +1 718 242 4508 JPMorgan Chase Bank, NA.