ORGANIZATION

The Cimarex Energy Co. (the “Company”) Audit Committee shall be appointed by the Company’s Board of Directors (the “Board”), and shall have at least three members, including a designated chairperson.

QUALIFICATIONS

PURPOSE

The Audit Committee shall assist the Board in monitoring:

TERM

Each of the elected members of the Audit Committee shall be elected for a one year term and shall serve until a successor has been duly elected and qualified.

INDEPENDENT AUDITORS AND OTHER AUDIT FUNCTIONS

The Audit Committee shall:

MATTERS PERTAINING TO SEC FILINGS

The Audit Committee shall:

LEGAL MATTERS

The Audit Committee shall review with the Company's General Counsel material litigation, if any, and other legal matters as appropriate. The Audit Committee shall have the authority and appropriate funding (as determined by the Audit Committee) to engage independent counsel and other advisors or consultants as appropriate to carry out its duties.

COMPLAINT PROCEDURES

The Audit Committee shall establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, including the confidential and anonymous submission of complaints by employees.

FEES

An Audit Committee member may not receive any compensation from the Company other than director’s fees.

OTHER MATTERS

In order to carry out its obligations, the Audit Committee has the authority, as it deems necessary, to confer with the Company’s independent auditors and officers and employees and to conduct or authorize investigations into any matters within the scope of the Audit Committee's responsibilities.

CHARTER REVIEW

The Audit Committee shall reassess the adequacy of this charter annually and recommend any proposed changes to the Board for approval. The Audit Committee shall formally present its charter to the Board for approval at least once every three years.

SCOPE OF COMMITTEE DUTIES

While the Audit Committee has the responsibilities and powers set forth in this charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company's financial statements are complete and accurate and are in accordance with GAAP. This is the responsibility of the Company's management and the independent auditors. Nor is it the duty of the Audit Committee to conduct investigations or to assure compliance with laws and regulations.

DISCLOSURE OF CHARTER
This Charter will be made available on the Company’s website at www.cimarex.com.