Clayton Williams Energy (CWEI)

Nominating and Governance Committee

The Nominating and Governance Committee met two times in 2008.  Directors Smith (Chairman), Ford, Gray and Parker currently serve on this Committee.  The purposes of the Committee are:

·                  To identify individuals qualified to become Board members, and to select the director nominees for election at the annual meetings of shareholders or for appointment to fill vacancies;

·                  To recommend to the Board director nominees for each committee of the Board;

·                  To advise the Board about appropriate composition of the Board and its committees;

·                  To advise the Board about and recommend to the Board appropriate corporate governance practices and to assist the Board in implementing those practices;

·                  To lead the Board in its annual review of the performance of the Board and its committees; and

·                  To perform such other functions as the Board may assign to the Committee from time to time.

Ted Gray, Jr. was appointed to the Board to fill the unexpired term of Stanley S. Beard, who resigned in December 2008.  Mr. Gray’s appointment was unanimously approved by the Board, including all members of the Nominating and Governance Committee, although the Committee did not meet independently to evaluate and select Mr. Gray for appointment.

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Nominating and Governance Committee

The Nominating and Governance Committee met one time in 2007.  Directors Smith (Chairman), Beard, Ford and Parker currently serve on this Committee.  The purposes of the Committee are:

·                  To identify individuals qualified to become Board members, and to select the director nominees for election at the annual meetings of shareholders or for appointment to fill vacancies;

·                  To recommend to the Board director nominees for each committee of the Board;

·                  To advise the Board about appropriate composition of the Board and its committees;

·                  To advise the Board about and recommend to the Board appropriate corporate governance practices and to assist the Board in implementing those practices;

·                  To lead the Board in its annual review of the performance of the Board and its committees; and

·                  To perform such other functions as the Board may assign to the Committee from time to time.

The specific responsibilities of the Nominating and Governance Committee are identified in the Committee’s charter, which is available on our website at www.claytonwilliams.com under “Investor Relations/Governance.”

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Nominating and Governance Committee

The Nominating and Governance Committee met one time in 2006. Directors Smith (Chairman), Beard, Ford and Parker currently serve on this Committee. The purposes of the Committee are:

•                  To identify individuals qualified to become Board members, and to select the director nominees for election at the annual meetings of shareholders or for appointment to fill vacancies;

•                  To recommend to the Board director nominees for each committee of the Board;

•                  To advise the Board about appropriate composition of the Board and its committees;

•                  To advise the Board about and recommend to the Board appropriate corporate governance practices and to assist the Board in implementing those practices;

•                  To lead the Board in its annual review of the performance of the Board and its committees; and

•                  To perform such other functions as the Board may assign to the Committee from time to time.

The specific responsibilities of the Nominating and Governance Committee are identified in the Committee’s charter, which is available on our website at www.claytonwilliams.com under “Investor Relations/Governance.”

•      To identify individuals qualified to become Board members, and to select the director nominees for election at the annual meetings of shareholders or for appointment to fill vacancies;

•      To recommend to the Board director nominees for each committee of the Board;

•      To advise the Board about appropriate composition of the Board and its committees;

•      To advise the Board about and recommend to the Board appropriate corporate governance practices and to assist the Board in implementing those practices;

•      To lead the Board in its annual review of the performance of the Board and its committees; and

•      To perform such other functions as the Board may assign to the Committee from time to time.

The specific responsibilities of the Nominating and Governance Committee are identified in the Committee’s charter, which is available on our website at www.claytonwilliams.com under “Investor Relations/Governance.”

•                  To identify individuals qualified to become Board members, and to select the director nominees for election at the annual meetings of shareholders or for appointment to fill vacancies;

•                  To recommend to the Board director nominees for each committee of the Board;

•                  To advise the Board about appropriate composition of the Board and its committees;

•                  To advise the Board about and recommend to the Board appropriate corporate governance practices and to assist the Board in implementing those practices;

•                  To lead the Board in its annual review of the performance of the Board and its committees; and

•                  To perform such other functions as the Board may assign to the Committee from time to time.

The specific responsibilities of the Nominating and Governance Committee are identified in the Committee’s charter, which is available on our website at www.claytonwilliams.com under “Investor Relations/Governance.”