CORPORATE GOVERNANCE GUIDELINES OF
CIMAREX ENERGY CO.

The following corporate governance guidelines have been approved by the Board of Directors (the “Board”) of Cimarex Energy Co. (the “Company”), and along with the charters of the committees of the Board, provide the framework for the governance of the Company.

I. RESPONSIBILITIES OF THE BOARD
The Board’s overall responsibility is to oversee the business affairs of the Company in order to ensure the long-term financial strength of the Company and the creation of enduring stockholder value. The Board must also maintain a sense of responsibility to the Company’s customers, employees, suppliers and the communities in which it operates.

In order to maximize long-term stockholder value, the Board’s primary responsibilities are to:

1. review and, where appropriate, approve the financial and business strategies, major corporate actions and internal controls of the Company;

2. regularly monitor the effectiveness of management policies and decisions, including the execution of the Company’s strategies;

3. select, evaluate and compensate and terminate if necessary the Chief Executive Officer and other senior officers and review management succession planning;

4. assess major risks facing the Company and review options for their mitigation; and

5. ensure that the Company’s business is conducted with the highest standards of ethical conduct and in conformity with applicable laws and regulations.

II. RESPONSIBILITIES OF COMMITTEES
The Board has an Audit Committee and a Governance Committee. The goals and responsibilities of each Committee are set forth in each Committee’s respective charter.

The Audit Committee’s principal responsibilities include monitoring the integrity of the Company’s financial statements, the qualifications and independence of the external auditors, the performance of the Company’s internal audit function, the appropriateness of the Company’s accounting policies, the adequacy of internal controls and the Company’s compliance with legal and regulatory requirements.

The Governance Committee’s responsibilities are divided into two principal functions: (i) the nominating and governance function, which includes development and implementation of policies and processes regarding corporate governance matters, assessment of Board membership needs and recommendations regarding potential director candidates; and (ii) the compensation function, which includes review and determination of the compensation of the Chief Executive Officer, assisting the Board with respect to compensation of the Company’s executive officers, review of plans for managerial succession, and approval of an annual compensation report for inclusion in the Company’s proxy statement.

III. BOARD STRUCTURE
1. Board Size
The Board will be composed of not fewer than six and not more than nine directors, as specified in the Company’s By-Laws. The actual number of directors within the specified range may be modified at any time by a majority vote of the directors then in office. Each year, the Board determines an appropriate size for the following year, based on the Company’s present circumstances.

2. Term Limits
The Board does not believe it is appropriate or necessary to limit the number of terms a director may serve because of the time and effort necessary for each director to become familiar with the business of the Company. As an alternative to term limits, the Governance Committee will review each director’s continuation on the Board prior to the expiration of each director’s term and at such other times as may be appropriate in particular circumstances.

3. Directors’ Tenure Policy
The Board believes that it is in the best interests of the Company that:

a. any management director whose employment at the Company terminates for any reason (including normal retirement) is expected to promptly resign from the Board, unless expressly agreed otherwise.

b. any director who has a change of employer or primary occupation, or whose occupational responsibilities are substantially changed and create a conflict of interest from when the director was elected to the Board (excluding retirement), will submit an offer of resignation to the Chairman of the Board (such resignation may be accepted or rejected by the Board in accordance with the recommendation of the Governance Committee); and

c. any director whose health or physical condition would prevent him from satisfactorily fulfilling the responsibilities of the position is expected to promptly resign from the Board.

The Board believes that, regardless of age, individuals are able to make a substantial contribution to the Company. Therefore, the Board has determined that no mandatory retirement age shall be imposed.

4. Chairman of the Board
The Board has no policy respecting the need to separate or combine the offices of Chairman of the Board and Chief Executive Officer of the Company. It is the sense of the Board that it should be free to make this choice in any way that seems best for the Company at a given point in time

.IV. QUALIFICATIONS AND SELECTION
1. Independence of Directors
The Board shall have a majority of directors who meet the criteria for independence required by applicable laws, rules, regulations and listing standards. The Board may adopt categorical standards to assist it in making such independence determinations. The Board will disclose the basis for its determination of director independence in the Company’s annual proxy statement in accordance with applicable legal and regulatory requirements. Compliance with the definition of “independent” director will be reviewed annually by the Committee.

2. Board Membership Criteria
The Governance Committee is responsible for evaluating and for periodically reviewing with the Board, the appropriate mix of skills and characteristics required of Board members. The Governance Committee shall consider the perceived needs of the Board at a given point in time and shall periodically review and update the criteria as it deems necessary.

Directors should possess the highest personal and professional ethics, integrity and values, and be committed to representing the long-term interest of the stockholders. The Board will endeavor to recommend qualified individuals who, if added to the Board, would provide the mix of director characteristics and diverse experiences, perspectives and skills appropriate for the Company.

3. Service on Boards of Other Public Companies
Non-management directors are not prevented from simultaneously serving on other public company boards. Before accepting an invitation to serve on the board of another public company, each director should consider whether such acceptance would create a conflict of interest with his responsibilities as a director of the Company and should obtain the approval of the Chairman of the Board of any planned acceptance. In addition, management directors must obtain approval of the Governance Committee prior to accepting an invitation to serve on the board of directors of a public company.

4. Selection of Directors
The Board is responsible for selecting director nominees for election to the Board and for filling vacancies on the Board and newly created directorships that may occur between annual meetings of stockholders. The Governance Committee is responsible for identifying individuals qualified to serve on the Board and recommending such individuals to the Board. The Governance Committee will also consider written proposals for nominees for director from stockholders. Such proposals shall be submitted to the Secretary of the Company in compliance with the By-Laws of the Company.

V. BOARD MEETINGS
1. Frequency and Length of Meetings
The annual schedule for regular meetings of the Board will be submitted and approved by the Board in advance. Board meetings will be for such length of time as may be required to cover the subjects on the scheduled agenda. Special meetings of the Board may be called by the Chairman of the Board, the President or a majority of the Board of Directors. Directors are expected to attend Board meetings and the meetings of committees on which they serve, and to spend the time required and meet as frequently as necessary to properly discharge their responsibilities.

2. Selection of Agenda for Board Meetings
The Chairman of the Board will establish the agenda for each Board meeting. The agenda for each meeting will be distributed to directors in advance. Board members may suggest items for inclusion on the agenda and, subject to the will of the majority of those directors present, may raise for discussion at any Board meeting subjects not on the agenda. At the beginning of the year, the Chairman of the Board will establish a schedule of agenda subjects to be discussed during the year (to the extent these can be foreseen).

3. Board Materials Distributed in Advance
Information and data that are important to the Board’s understanding of the Company’s business will be distributed in writing to directors the week before a scheduled Board meeting and as far in advance as is practicable before special Board meetings. Directors have a responsibility to review these materials in advance of such scheduled or special meetings. The Company’s officers will strive to make the information clear and concise yet comprehensive, and will make an ongoing effort to solicit suggestions from non-management directors on how to best meet their information needs. Directors will also receive and are expected to review the earnings reports, significant press releases and other information designed to keep them informed of material aspects of the Company’s business, performance and prospects.

4. Executive Sessions of Non-Management Directors
To promote open and unfettered discussion among non-management directors, the non-management directors shall meet following each regularly scheduled meeting of the Board in an executive session, provided that the executive session held on the same date as the annual meeting of the stockholders shall include only non-management directors who are independent, as defined by applicable laws, rules, regulations and listing standards.

5. Presiding Independent Director
Whenever the Chairman of the Board is not an independent director, the independent directors may select from among themselves a presiding independent director who will preside at one or more executive sessions of the non-management directors held pursuant to Section V.4. of these Guidelines or adopt a procedure for selecting from among themselves a specific presiding independent director to preside at each separate executive session. The presiding independent director, if there is only one, or the procedure for selecting different presiding independent directors throughout the year, shall be identified in the Company’s annual proxy statement to facilitate communications by stockholders and employees with the non-management directors.

VI. BOARD COMMITTEES
1. Number and Structure
The Board will at all times have an Audit Committee and a Governance Committee. These Committees and all of the members of these Committees will satisfy and comply with the independence requirements of all applicable laws, rules, regulations and listing standards. Committee members will be recommended by the Committee and approved by the Board and may be removed from the Committee by the Board in its discretion. The Board may also form additional committees. A non-management director may attend any Committee meeting ex officio with the concurrence of the chairman of such Committee.

Consideration may be given to rotating committee members periodically, but the Board does not believe that such a rotation should be mandated as a policy because there may be reasons at a given point in time to maintain an individual director’s committee membership.

2. Committee Agenda
The chairman of each Committee, in consultation with appropriate members of the applicable Committee and management, will develop the Committee’s agenda. At the beginning of the year, each Committee will establish a schedule of agenda subjects to be discussed during the year (to the extent these can be foreseen).

3. Committee Charter
Each of the Audit Committee and the Governance Committee will develop, maintain and comply with a charter describing, among other things, its duties and responsibilities in accordance with applicable legal and regulatory requirements. Additional committees formed or maintained by the Board may, under the leadership of their respective chairmen, develop and maintain charters describing their respective duties and responsibilities. Charters developed or amended will be reviewed by the appropriate Committee and approved by the Board. Each Committee shall, on an annual basis, review and reassess the adequacy of its charter.

4. Disclosure of Committee Activities
The Chairman of each Committee will report to the Board, no later than the next regularly scheduled meeting of the Board following a Committee meeting, on all significant matters discussed, actions taken and recommendations made by the Committee. The Chairman and other Committee members will have an opportunity to comment on Committee activities at each Board meeting.

5. Number of Audit Committee Directorships
Members of the Audit Committee shall not simultaneously serve on the audit committee of more than three public company boards (including the Company’s).

VII. BOARD AND COMMITTEE ACCESS TO MANAGEMENT, COUNSEL AND ADVISORS
1. Board Access to Management and Counsel
Directors will have open access to the Company’s management and counsel. Directors may contact members of management without permission of the Chief Executive Officer. However, they should use judgment to ensure that this contact is not distracting to Company business operations. Other than correspondence relating to the activities of a Committee which is sent by the Chairman of such Committee to the officer designated as the coordinator for such Committee, correspondence from a Board member to management should be copied to the Chief Executive Officer and Chairman of the Board.

Furthermore, the Board encourages management to, from time to time, invite executives into Board meetings who (i) can provide additional insight into the items being discussed because of personal involvement in these areas, and/or (ii) are managers with future potential that senior management believes should be given exposure to the Board.

2. Board and Committee Access to Advisors
The Board and each Committee shall have the authority to engage independent or outside counsel, accountants or other advisors, in each case of its choice and as it determines to be necessary or appropriate. All related fees and costs of such advisors shall be paid promptly by the Company in accordance with its normal business practices.

VIII. EVALUATION AND MANAGEMENT SUCCESSION
1. Annual Performance Evaluations
The Board shall conduct an annual self-evaluation to determine whether it and its committees are functioning effectively. The Audit Committee and the Governance Committee shall each conduct an annual performance evaluation. The Governance Committee shall assist the Board and the Committees with establishing a process for the performance evaluations, which should include a solicitation of comments from all directors with respect to the Board self-evaluation and from each Committee member with respect to each Committee’s performance evaluation.

2. Chief Executive Officer Evaluation
The Governance Committee will meet in an executive session without management to evaluate the performance of the Chief Executive Officer at least once a year for the purpose of setting the compensation of the Chief Executive Officer. The evaluation should be based on criteria including leadership and vision, performance of the business, accomplishment of strategic objectives, the handling of extraordinary events and development of management. The Chairman of the Governance Committee shall report the Committee’s conclusions to the Board and may ask for ratification by the independent members of the Board of the Chief Executive Officer’s compensation.

3. Management Succession
The Board shall work in cooperation with the Governance Committee to develop policies and principles with respect to the search for and evaluation of potential successors to the Chief Executive Officer and senior management. The Chief Executive Officer should at all times make available his recommendations and evaluations of potential successors, along with a review of any development plans recommended for such individuals in the event that he should unexpectedly retire or be otherwise unable or unwilling to perform his respective duties. At least annually, and more frequently if appropriate, the Chief Executive Officer should present his recommendations to the Board of Directors in an executive session of the non-management directors. Following such presentation, the non-management directors will review the recommendations in an executive session chaired by the non-managing presiding director.

IX. BOARD ORIENTATION AND COMPENSATION
1. Director Orientation and Continuing Education
If the Board deems it to be necessary or appropriate, the Board may conduct an orientation program for all new directors, which should be conducted as soon as practicable following the annual meetings at which new directors are elected or following the appointment of a new director by the Board in order to fill an existing or newly created vacancy on the Board. This orientation may include presentations by senior management to familiarize new directors with the Company’s strategic plans, significant financial, accounting and risk management issues, compliance programs, Code of Business Conduct and Ethics, senior management, the internal audit department and the independent auditor.

The Board encourages, but does not require, directors periodically to pursue continuing education opportunities in the form of programs, sessions or materials with respect to the responsibilities of directors of public companies and will reimburse directors for reasonable expenses incurred in connection with such continuing education.

2. Director Compensation
The Governance Committee will recommend to the Board the form and amount of director compensation, taking into consideration whether directors are being compensated in a manner consistent with the compensation strategy of the Company, competitive market practices using peer company review and applicable legal and regulatory requirements.

X. GENERAL
1. Reporting of Concerns to Non-Management Directors
Anyone who has a concern about the Company may communicate that concern directly to the presiding non-management director. Such communications may be mailed to the Corporate Secretary or may be communicated to the Cimarex Energy Co. Confidential Hotline. All such communications will be forwarded to the presiding non-management director for his review. The presiding non-management director may take any action deemed appropriate or necessary, including the retention of independent or outside counsel, accountants or other advisors, with respect to any such communication addressed to them. No adverse action will be taken against any individual making any such communication to the presiding non-management director.

2. Periodic Review of Guidelines
The operation of the Board is a dynamic and evolving process. Accordingly, these Corporate Governance Guidelines will be reviewed at least annually by the Governance Committee and any recommended revisions will be submitted to the Board for consideration.

3. Intent
These Corporate Governance Guidelines are intended to be a statement of general principles to guide the Board in formulating corporate policy in accordance with applicable laws, rules and regulations. The Corporate Governance Guidelines are not rules or By-Laws. They may be amended from time to time by the Board upon the recommendation of the Governance Committee. In addition, the Board may on occasion depart from these Corporate Governance Guidelines when circumstances indicate that a departure is in the best interest of the Company and its stockholders.

4. Disclosure of Guidelines
These guidelines will be posted on the Company’s website and also will be available in print to any stockholder requesting a copy. Such availability on the Company’s website and in print will be noted in the Company’s annual report to stockholders.