CORPORATE GOVERNANCE - Compensation Committee Charter


I. Purpose Of The Committee


The purpose of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Petrohawk Energy Corporation (the “Company”) shall be to oversee the Company’s executive compensation, oversee and administer the Company’s stock option plans, and to act on specific matters within its delegated authority, as determined by the Board from time to time.


II. Composition Of The Committee


The Committee shall be comprised of two or more directors as determined by resolution of the Board, and in accordance with any independence requirements imposed by law, regulation or Nasdaq Marketplace Rules, if and as applicable. Each member of the Committee shall be a “non-employee director” within the meaning of Rule 16b-3(b)(3)(i) promulgated under the Securities Exchange Act of 1934, as amended, and an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended, as defined by Treasury Regulation 1.162-27(e)(3)(i).


The members of the Committee shall be nominated by the Board to serve until their successors shall be duly elected and qualified. Unless the Board elects a Chair to the Committee, a Chair may be designated by a majority vote of the full Committee. Any vacancy on the Committee shall be filled by majority vote of the Board at the next meeting of the Board following the occurrence of the vacancy or by resolution of the Board. No member of the Committee shall be removed except by majority vote of the Board.


III. Meetings And Procedures Of The Committee


The Committee shall fix its own rules of procedure, which shall be consistent with the bylaws of the Company and this Charter. The Committee shall meet as provided by its rules and as often as it determines appropriate and may hold special meetings as circumstances require. A majority of the Committee members participating in a meeting shall constitute a quorum. Minutes shall be kept for each meeting of the Committee.


IV. Committee Responsibilities


The Committee shall have the following responsibilities:


1. The Committee shall review and approve on at least an annual basis the corporate goals and objectives with respect to compensation for the Chief Executive Officer (“CEO”). The Committee shall evaluate at least once a year the CEO’s performance in light of these established goals and objectives and based upon these evaluations shall recommend to the Board the CEO’s annual compensation, including salary, bonus, incentive and equity compensation. The CEO shall not be present during such evaluation.


2. The Committee shall review and approve on at least an annual basis the evaluation process and compensation structure for the Company’s executive officers. The Committee shall evaluate the performance of the executive officers of the Company and shall recommend to the Board the annual compensation, including salary, bonus, incentive and equity compensation, for such officers. Unless otherwise determined by the Committee, the CEO may be present during discussions evaluating and setting the compensation levels of the Company’s executive officers except himself but may not vote on such deliberations.


3. The Committee shall review the Company’s incentive compensation and other stock-based plans and recommend new plans and changes in existing plans to the Board as needed. The Committee shall have and shall exercise all the authority of the Board with respect to the administration of such plans.


4. The Committee shall produce an annual report on executive compensation for inclusion in the Company’s proxy statement, in accordance with all applicable laws, rules and regulations.


5.The Committee shall engage and determine funding for such independent professional advisers and counsel, as the Committee determines are appropriate to carry out its functions hereunder, the cost of which shall be borne by the Company.


6.The Committee shall review such other matters within the scope of its responsibilities as the Committee shall determine from time to time, and make such recommendations to the Board with respect thereto as the Committee deems appropriate.