Cabot Oil & Gas (COG)

A. CONFLICT OF INTEREST

Directors, officers and employees should avoid situations that present a potential conflict between their personal interests and the interests of the Company. Generally speaking, a “conflict of interest” exists when a person’s private interest interferes in any way — or even appears to interfere — with the interests of the Company. A conflict situation can arise when a director, officer or employee takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively. Conflicts of interest may also arise when a director, officer or employee, or members of his or her family, receives, directly or indirectly, improper personal benefits as a result of his or her position in the Company. Loans to, or guarantees of obligations of, these persons may create conflicts of interest.

At all times, directors, officers and employees must make a prompt disclosure in writing to the Vice President and Corporate Secretary of any fact or circumstance that may involve an actual or potential conflict of interest as well as any information necessary to determine the existence or likely development of conflicts of interest. This specifically includes any material transaction or relationship that could reasonably be expected to give rise to a conflict of interest. This requirement includes situations that create even the appearance of a conflict of interest. If any fact or circumstance raises a question in a director, officer or employee’s mind that a conflict of interest may or may not exist, the director, officer or employee should always disclose the relevant fact or circumstance to the Vice President and Corporate Secretary for review.

Annual certification of compliance with this Conflict of Interest Policy is required of all directors, officers, employees, contract employees and consultants. The certification process will be initiated and supervised by the Vice President and Corporate Secretary and be subject to internal audit. The certification documents will be held in the Corporate Legal Department.

The Company’s determination as to whether or not a conflict of interest exists is final. The Company reserves the right to take such action as, in its sole discretion, will avoid or end the conflict. In some instances, full disclosure of the facts by the employee will be all that is necessary. In some others, prompt elimination of the conflict will be enough. Should the Company find, however, that an inexcusable violation of Company policy is involved, more drastic action will be taken including, when appropriate, termination of employment and reimbursement to the Company for any damage or loss that it has suffered.

Circumstances in which a conflict of interest might arise (and should be reported immediately to the Vice President and Corporate Secretary) include, but are not limited to, the following:

Ownership of a material interest includes, without limitation, ownership of stock or securities in a publicly held corporation except when such interest comprises stock or securities in a publicly held corporation which are traded regularly in recognized security markets provided that total ownership is not in excess of 1% of any class of stock or securities of such corporation. Ownership, acting, acceptance, acquiring, using or trading by an employee includes ownership, acting, acceptance, acquiring or trading by the spouse of a director, officer or employee, by members of the family or by close relatives. The prohibition against disclosure of information includes, without limitation, disclosure to a director, officer or employee’s spouse, family members or relatives.