POWER OF ATTORNEY
Know all by these presents, that the
undersigned, Keith Yankowsky, hereby makes, constitutes and appoints each
of Paul M. Johnston, Frank E. Day and Ginny Kadlick, each acting individually
and with full power of substitution, the undersigneds true and lawful
attorney-in-fact to:
(1) prepare, execute in the undersigneds name and on the undersigneds
behalf, and submit to the U.S. Securities and Exchange Commission (the SEC)
a Form ID, including amendments thereto, and any other documents necessary
or appropriate to obtain codes, passwords and passphrases enabling the
undersigned to make electronic filings with the SEC of reports required by Section 16(a) of
the Securities Exchange Act of 1934, as amended from time to time (the Exchange
Act) or any rule or regulation of the SEC;
(2) execute for and on behalf of the undersigned, in the undersigneds
capacity as an officer and/or director of Magnum Hunter Resources Corporation
(the Company), Forms 3, 4, and 5 (including any amendments thereto) in
accordance with Section 16(a) of the Exchange Act and the rules and
regulations promulgated thereunder;
(3) do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such Form 3,
4, or 5, complete and execute any amendment or amendments thereto, and timely
file such form with the SEC and any securities exchange or similar authority;
and
(4) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of
the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact may approve in
such attorney-in-facts discretion.
The undersigned hereby grants to each such
attorney-in-fact full power and authority to do and perform any and every act
and thing whatsoever requisite, necessary, or proper to be done in the exercise
of any of the rights and powers herein granted, as fully to all intents and
purposes as the undersigned might or could do if personally present, with full
power of substitution or revocation, hereby ratifying and confirming all that
such attorney-in-fact, or such attorney-in-facts substitute or substitutes,
shall lawfully do or cause to be done by virtue of this power of attorney and
the rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigneds responsibilities to comply with Section 16 of the Exchange
Act.
This Power of Attorney supersedes any power of
attorney previously executed by the undersigned for the purposes outlined
herein, and the authority of the attorneys-in-fact named in any such prior
powers of attorney is hereby revoked.
This Power of Attorney shall remain in full
force and effect until the undersigned is no longer required to file Forms 3,
4, and 5 with respect to the undersigneds holdings of and transactions in
securities issued by the Company, unless (a) earlier revoked by the
undersigned in a signed writing delivered to the foregoing attorneys-in-fact or
(b) superseded by a new power of attorney regarding the purposes outlined
in herein dated as of a later date.
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