. Nominating and Governance Function.

A. Purpose

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:

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:

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.

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.