2003 Committee Charter : XEC

I. Nominating and Governance Function.

A. Purpose

The purpose of the Nominating and Governance function of the Committee is to ensure that the Board of Directors is appropriately constituted to meet its fiduciary obligations to the stockholders and the Company. To accomplish this purpose, the Committee develops and implements policies and processes regarding corporate governance matters, assesses Board membership needs and makes recommendations regarding potential director candidates to the Board of Directors.
B. Goals and Responsibilities

The Committee shall have the power and authority of the Board to pursue the following goals and to fulfill the following responsibilities:

Evaluate the current composition, organization and governance of the Board of Directors and its Committees, determine future requirements and make recommendations to the Board for approval.
Determine desired board skills and attributes and conduct searches for prospective board members whose skills and attributes reflect those desired. Evaluate and propose nominees for election to the Board of Directors.
Administer the board and management performance evaluation process including conducting surveys of director observations, suggestions and preferences.
Evaluate and make recommendations to the Board of Directors concerning the appointment of Directors to Board Committees, the selection of Board Committee Chairs, and proposal of the Board slate for election. Consider stockholder nominees for election to the Board.
Evaluate and recommend termination of membership of individual directors in accordance with the Board's corporate governance principles, for cause or for other appropriate reasons.
Coordinate and approve Board and Committee meeting schedules.
Evaluate and consider matters relating to the qualifications, retirement and compensation of Directors.
Sole authority to retain and terminate any search firm to be used to identify director candidates, including approval of the search firm's fees and other retention terms.
Develop plans for managerial succession of the Company.

II. Compensation Function.

A. Purpose

The primary purpose of the Compensation function of the Committee is: (i) to assist the Board of Directors in discharging its responsibilities in respect of compensation of the Company's executive officers; and (ii) to produce an annual report for inclusion in the Company's proxy statement on executive compensation, in accordance with applicable rules and regulations.

B. Duties and Responsibilities

The Committee shall have the power and authority of the Board to perform the following duties and to fulfill the following responsibilities:

Develop guidelines and review the compensation and performance of officers of the Company, review and approve corporate goals and objectives relevant to the compensation of the Chief Executive Officer, evaluate the Chief Executive Officer's performance in light of these goals and objectives, set the Chief Executive Officer's compensation based on this evaluation, and produce an annual report on executive compensation for inclusion in the Company's proxy statement, in accordance with applicable rules and regulations.
Make recommendations to the Board with respect to incentive-compensation plans and equity-based plans, and establish criteria for the granting of options to the Company's officers and other employees and review and approve the granting of options in accordance with such criteria.
Review major organizational and staffing matters.
Review director compensation levels and practices, and recommend, from time to time, changes in such compensation levels and practices to the Board with equity ownership in the Company encouraged.
If a compensation consultant shall assist in evaluation of director or executive officer compensation, sole authority to retain and terminate the consulting firm, including approval of the firm's fees and other retention terms.
Perform any other activities consistent with this Charter, the Company's Bylaws and governing law as the Committee or the Board deems appropriate.

III. Organization.

The Committee shall consist of three or more directors, each of whom shall satisfy the applicable independence requirements of The New York Stock Exchange and any other regulatory requirements.

The Board shall elect Committee members. Members shall serve until their successors shall be duly elected and qualified. The Committee's chairperson shall be designated by the full Board or, if it does not do so, the Committee members shall elect a chairperson by vote of the full Committee.

The Committee may form and delegate authority to subcommittees when appropriate.
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V. Structure and Meetings.

The chairperson of the Committee will preside at each meeting of the Committee and, in consultation with the other members of the Committee, shall set the frequency and length of each meeting and the agenda of items to be addressed at each meeting. The Chairperson will ensure that the agenda for each meeting is circulated in advance of the meeting.


V. Performance Evaluation.

The Committee shall conduct an annual performance evaluation and shall annually review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval.


VI. Committee Resources.

The Committee shall have the authority to obtain advice and seek assistance from internal and external legal, accounting and other advisors. The Committee shall determine the extent of funding necessary for the payment of compensation to any consultant retained to advise the Committee.


VII.Disclosure of Charter.
This Charter will be made available on the Company's website at www.cimarex.com.