CORPORATE GOVERNANCE - Nominating and Corporate Governance Committee Charter

I. Purpose Of The Committee

The purpose of the Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of Petrohawk Energy Corporation (the “Company”) shall be to recommend to the Board individuals qualified to serve as directors of the Company and on committees of the Board and to address certain corporate governance issues relating to the Company.

II. Composition Of The Committee

The Committee shall be comprised of two or more directors as determined by the Board.  The Board shall develop a list of qualifications for members of the Committee which shall be utilized in making determinations with relation to Committee membership.  Each member of the Committee shall be independent, as required by New York Stock Exchange (“NYSE”) rules. 

The members of the Committee shall be elected 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.  The Committee may form and delegate authority to subcommittees when appropriate.  Minutes shall be kept for each meeting of the Committee and the Committee will report the results of its meetings to the Board.  The Committee may ask members of management and others to play an active role in the nominating process by making candidate recommendations to the Committee, discussing such candidates with the Committee and actively participating in recruiting candidates.  It is anticipated that the Chief Executive Officer and President of the Company will be particularly active in this regard.

IV. Duties Of The Committee

A. Board Candidates

The Committee shall have the following responsibilities with respect to Board candidates:

1. The Committee shall establish procedures for identifying and evaluating the suitability of potential director nominees proposed by directors, management (including the Chief Executive Officer) or stockholders. 

2.  The Committee shall recommend to the Board the director nominees for election by the stockholders or appointment by the Board, as the case may be, pursuant to the bylaws of the Company, which recommendations shall be consistent with the Board’s criteria for selecting new directors and independence requirements imposed by law, regulation or NYSE rule, as applicable. 

3.  The Committee shall review the suitability for continued service as a director of each Board member when his or her term expires and when he or she has a significant change in status, including but not limited to an employment change, and recommend whether the director should be re-nominated. 

B. Board Composition and Procedures

The Committee shall have the following responsibilities with respect to the composition and procedures of the Board as a whole:

1.  The Committee shall review as it deems appropriate with the Board the composition of the Board as a whole and recommend, if necessary, measures to be taken so that the Board contains at least the minimum number of independent directors as may by required by law, regulation or NYSE rules, as applicable, and reflects the balance of knowledge, experience, skills, expertise, integrity and ability to make analytical inquiries, and diversity as a whole that the Committee deems appropriate. 

2. The Committee shall review periodically the size of the Board and recommend to the Board any appropriate changes, subject to the bylaws of the Company. 

C. Corporate Governance

The Committee shall have the following responsibilities with respect to corporate governance of the Company:

1.  The Committee shall develop and recommend to the Board a set of corporate governance guidelines applicable to the Company.

2.  The Committee shall oversee the evaluation of the Board and management of the Company.

Other

The Committee shall have sole authority to engage, terminate and determine funding for such independent professional advisers, including but not limited to director candidate search firms and counsel, as the Committee determines are appropriate to carry out its functions hereunder, the cost of which shall be borne by the Company.   The Committee shall also conduct an annual performance evaluation of the Committee.