Common use of Holders of Receipts Are Parties Clause in Contracts

Holders of Receipts Are Parties. The Holders of Receipts from time to time shall be parties to this Deposit Agreement and shall be bound by all of the terms and conditions hereof and of the Receipts by acceptance of delivery thereof. Each Holder of Receipts shall become a party hereto upon acceptance by such Holder of Receipts of delivery of one or more Receipts issued in accordance with the terms hereof. The undersigned has executed this Deposit Agreement as of the date first set forth above. MAGNUM HUNTER RESOURCES CORPORATION By: /s/ Xxxx X. Xxxxxxxx Xxxx X. Xxxxxxxx Senior Vice President & General Counsel The undersigned has executed this Deposit Agreement as of the date first set forth above. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Senior Vice President [IF RESTRICTED SECURITIES ARE ISSUED: THE DEPOSITARY SHARES REPRESENTED BY THIS RECEIPT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT” ), OR ANY STATE SECURITIES LAWS. NEITHER THE DEPOSITARY RECEIPTS NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT. BY ITS ACQUISITION HEREOF, THE HOLDER AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THE DEPOSITARY SHARES REPRESENTED BY THIS RECEIPT PRIOR TO THE DATE AFTER THE ORIGINAL ISSUE DATE HEREOF ON WHICH THE DEPOSITARY SHARES MAY BE RESOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT (THE “RESALE RESTRICTION TERMINATION DATE”) ONLY (A) TO MAGNUM HUNTER RESOURCES CORPORATION (THE “CORPORATION”) OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (C) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE CORPORATION’S AND THE DEPOSITARY’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS RECEIPT IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE DEPOSITARY. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.] [IF GLOBAL RECEIPT IS ISSUED: UNLESS THIS RECEIPT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO MAGNUM HUNTER RESOURCES CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] Certificate Number: Number of Depositary Shares: Dividend Payment Dates: On the last day of calendar day of each month, beginning [·], 2012, when and as declared by the Board of Directors. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Depositary (the “Depositary”), hereby certifies that [ ] [Cede & Co.] is the registered owner of [·] [ ] depositary shares (“Depositary Shares”), each Depositary Share representing 1/1,000th of one share of 8% Series E Cumulative Convertible Preferred Stock, liquidation preference $25,000 per share plus accrued and unpaid dividends thereon, par value $0.01 per share (the “Series E Preferred Stock”), of Magnum Hunter Resources Corporation, a Delaware corporation (the “Corporation”), on deposit with the Depositary, subject to the terms and entitled to the benefits of the Deposit Agreement, dated as of November 2, 2012 (the “Deposit Agreement”), among the Corporation, the Depositary and the Holders from time to time of the Depositary Receipts. By accepting this Depositary Receipt, the Holder hereof becomes a party to and agrees to be bound by all the terms and conditions of the Deposit Agreement. This Depositary Receipt shall not be valid or obligatory for any purpose or entitled to any benefits under the Deposit Agreement unless it shall have been executed by the Depositary by the manual or facsimile signature of a duly authorized officer or, if executed in facsimile by the Depositary, countersigned by a Registrar in respect of the Depositary Receipts by the manual or facsimile signature of a duly authorized officer thereof, and by the manual or facsimile signature of a duly authorized officer of the Corporation. MAGNUM HUNTER RESOURCES CORPORATION AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Depositary By: By: Name: Authorized Officer Title: MAGNUM HUNTER RESOURCES CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH RECEIPTHOLDER WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A COPY OR SUMMARY OF THE CERTIFICATE OF DESIGNATIONS OF 8% SERIES E CUMULATIVE CONVERTIBLE PREFERRED STOCK OF MAGNUM HUNTER RESOURCES CORPORATION. ANY SUCH REQUEST IS TO BE ADDRESSED TO THE DEPOSITARY NAMED ON THE FACE OF THIS RECEIPT OR TO THE CORPORATION. The following abbreviations when used in the form of ownership on the face of this certificate shall be construed as though they were written out in full according to applicable laws or regulations. Abbreviations in addition to those appearing below may be used. JT TEN As joint tenants, with right of survivorship and not as tenants in common TEN BY ENT As tenants by the entireties TEN IN COM As tenants in common UNIF GIFT MIN ACT Uniform Gifts to Minors Act ADM Administrator(s), Administratrix EX Executor(s), Executrix PL Public Law AGMT Agreement FBO For the benefit of TR (As) trustee(s), for, of ART Article FDN Foundation U Under CH Chapter GDN Guardian(s) UA Under Agreement CUST Custodian for GDNSHP Guardianship UW Under will of, Of will of, Under last will & testament DEC Declaration MIN Minor(s) EST Estate, of Estate of PAR Paragraph For value received, ____________________ hereby sell(s), assign(s) and transfer(s) unto ________________________________ INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE _________________________________ PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE ____________________________ Depositary Shares represented by the within Receipt, and do(es) hereby irrevocably constitute and appoint ______________________ as Attorney to transfer the said Depositary Shares on the books of the within named Depositary with full power of substitution in the premises. Dated:

Holders of Receipts Are Parties. The Holders of Receipts from time to time shall be parties to this Deposit Agreement and shall be bound by all of the terms and conditions hereof and of the Receipts by acceptance of delivery thereof. Each Holder of Receipts shall become a party hereto upon acceptance by such Holder of Receipts Receipt of delivery of one or more Receipts issued in accordance with the terms hereof. [Remainder of page intentionally left blank; signature page follows.] The undersigned has Corporation and the Depositary have duly executed this Deposit Agreement as of the date first set forth above, and each Holder of Receipts shall become a party hereto upon acceptance by such Holder of Receipt of delivery of one or more Receipts issued in accordance with the terms hereof. MAGNUM HUNTER RESOURCES CORPORATION By: /s/ Xxxx Xxxxxxxx X. DeTrask Name: Xxxxxxxx Xxxx X. Xxxxxxxx Senior DeTrask Title: Executive Vice President & General Counsel The undersigned has executed this Deposit Agreement as of the date first set forth above. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC and Treasurer By: /s/ Xxxxx Xxxxxxxxx Xxxxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxxx Xxxxxxx Xxxxxxxx Title: Senior Vice President [IF RESTRICTED SECURITIES ARE ISSUED: THE DEPOSITARY SHARES REPRESENTED BY THIS RECEIPT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933Unless this receipt is presented by an authorized representative of The Depository Trust Company, AS AMENDED (THE “SECURITIES ACT” ), OR ANY STATE SECURITIES LAWS. NEITHER THE DEPOSITARY RECEIPTS NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT. BY ITS ACQUISITION HEREOF, THE HOLDER AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THE DEPOSITARY SHARES REPRESENTED BY THIS RECEIPT PRIOR TO THE DATE AFTER THE ORIGINAL ISSUE DATE HEREOF ON WHICH THE DEPOSITARY SHARES MAY BE RESOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT (THE “RESALE RESTRICTION TERMINATION DATE”) ONLY (A) TO MAGNUM HUNTER RESOURCES CORPORATION (THE “CORPORATION”) OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (C) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE CORPORATION’S AND THE DEPOSITARY’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS RECEIPT IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE DEPOSITARY. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.] [IF GLOBAL RECEIPT IS ISSUED: UNLESS THIS RECEIPT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION a New York corporation (“DTC”), TO MAGNUM HUNTER RESOURCES CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFERto State Street Corporation or its agent for registration of transfer, EXCHANGEexchange, OR PAYMENTor payment, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE and any certificate issued is registered in the name of Cede & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF Co. or in such other name as is requested by an authorized representative of DTC (AND ANY PAYMENT IS MADE TO CEDE and any payment is made to Cede & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOFinasmuch as the registered owner hereof, CEDE Cede & CO.Co., HAS AN INTEREST HEREIN.] Certificate Number: Number of Depositary Shares: has an interest herein. 850,000 DEPOSITARY SHARES $ 850,000,000 FIXED RATE RESET NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES J Dividend Payment Dates: On Quarterly in arrears on the last 15th day of calendar day March, June, September and December of each monthyear, beginning [·]commencing on December 15, 20122024, when and as declared by in accordance with the Board terms of Directorsthe Articles of Amendment of Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series J of State Street Corporation. AMERICAN STOCK TRANSFER & EQUINITI TRUST COMPANY, LLC, as Depositary (the “Depositary”), hereby certifies that [ ] [Cede & Co.] Co. is the registered owner of [·] [ ] depositary shares DEPOSITARY SHARES (“Depositary Shares”), each Depositary Share representing 1/1,000th 1/100th of one share of 8% Series E Fixed Rate Reset Non-Cumulative Convertible Perpetual Preferred Stock, Series J, liquidation preference $25,000 100,000 per share plus accrued and unpaid dividends thereonshare, without par value $0.01 per share (the “Series E J Preferred Stock”), of Magnum Hunter Resources State Street Corporation, a Delaware Massachusetts corporation (the “Corporation”), on deposit with the Depositary, subject to the terms and entitled to the benefits of the Deposit Agreement, Agreement dated as of November 2July 24, 2012 2024 (the “Deposit Agreement”), among the Corporation, the Depositary and the Holders from time to time of the Depositary Receipts. By accepting this Depositary Receipt, the Holder hereof becomes a party to and agrees to be bound by all the terms and conditions of the Deposit Agreement. This Depositary Receipt shall not be valid or obligatory for any purpose or entitled to any benefits under the Deposit Agreement unless it shall have been executed by the Depositary by the manual or facsimile signature of a duly authorized officer or, if executed in facsimile by the Depositary, countersigned by a Registrar in respect of the Depositary Receipts by the manual or facsimile signature of a duly authorized officer thereof. Dated: July 24, and by the manual or facsimile signature of a duly authorized officer of the Corporation. MAGNUM HUNTER RESOURCES CORPORATION AMERICAN STOCK TRANSFER & 2024 EQUINITI TRUST COMPANY, LLC, as Depositary By: By: Name: Authorized Officer Title: MAGNUM HUNTER RESOURCES STATE STREET CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH RECEIPTHOLDER WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A COPY OR SUMMARY OF THE CERTIFICATE ARTICLES OF DESIGNATIONS AMENDMENT OF 8% FIXED RATE RESET NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES E CUMULATIVE CONVERTIBLE PREFERRED STOCK J OF MAGNUM HUNTER RESOURCES CORPORATION. STATE STREET CORPORATION ANY SUCH REQUEST IS TO BE ADDRESSED TO THE DEPOSITARY NAMED ON THE FACE OF THIS RECEIPT OR TO THE CORPORATIONThe Corporation will furnish without charge to each receiptholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Corporation, and the qualifications, limitations or restrictions of such preferences and/or rights. Such request may be made to the Corporation or to the Registrar. The following abbreviations when used in the form of ownership on the face of this certificate shall be construed as though they were written out in full according to applicable laws or regulations. Abbreviations in addition to those appearing below may be used. Abbreviation Abbreviation Abbreviation Equivalent Word JT TEN As joint tenants, with right of survivorship and not as tenants in common TEN BY ENT As tenants by the entireties TEN IN COM As tenants in common UNIF GIFT MIN ACT Uniform Gifts to Minors Act Abbreviation Equivalent Word Abbreviation Equivalent Word Abbreviation Equivalent Word ADM Administrator(s), Administratrix EX Executor(s), Executrix PL Public Law AGMT Agreement FBO For the benefit of TR (As) trustee(s), for, of ART Article FDN Foundation U Under CH Chapter GDN Guardian(s) UA Under Agreement CUST Custodian for GDNSHP Guardianship UW Under will of, Of will of, Under last will & testament DEC Declaration MIN Minor(s) EST Estate, of Estate of PAR Paragraph For value received, ____________________ hereby sell(s), assign(s) and transfer(s) unto ________________________________ INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE _________________________________ PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE ____________________________ Depositary Shares represented by the within Receipt, and do(es) hereby irrevocably constitute and appoint ______________________ as Attorney to transfer the said Depositary Shares on the books of the within named Depositary with full power of substitution in the premises. Dated:

Holders of Receipts Are Parties. The Holders of Receipts from time to time shall be parties to this Deposit Agreement and shall be bound by all of the terms and conditions hereof and of the Receipts by acceptance of delivery thereof. Each Holder of Receipts shall become a party hereto upon acceptance by such Holder of Receipts Receipt of delivery of one or more Receipts issued in accordance with the terms hereof. [Remainder of page intentionally left blank; signature page follows.] The undersigned has Corporation and the Depositary have duly executed this Deposit Agreement as of the date first set forth above, and each Holder of Receipts shall become a party hereto upon acceptance by such Holder of Receipt of delivery of one or more Receipts issued in accordance with the terms hereof. MAGNUM HUNTER RESOURCES CORPORATION By: /s/ Xxxx Xxxxxxxx X. XxXxxxx Name: Xxxxxxxx Xxxx X. Xxxxxxxx Senior XxXxxxx Title: Executive Vice President & General Counsel The undersigned has executed this Deposit Agreement as of the date first set forth above. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC and Treasurer By: /s/ Xxxxx Xxxxxxxxx Xxxxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxxx Xxxxxxx Xxxxxxxx Title: Senior Vice President [IF RESTRICTED SECURITIES ARE ISSUED: THE DEPOSITARY SHARES REPRESENTED BY THIS RECEIPT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933Unless this receipt is presented by an authorized representative of The Depository Trust Company, AS AMENDED (THE “SECURITIES ACT” ), OR ANY STATE SECURITIES LAWS. NEITHER THE DEPOSITARY RECEIPTS NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT. BY ITS ACQUISITION HEREOF, THE HOLDER AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THE DEPOSITARY SHARES REPRESENTED BY THIS RECEIPT PRIOR TO THE DATE AFTER THE ORIGINAL ISSUE DATE HEREOF ON WHICH THE DEPOSITARY SHARES MAY BE RESOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT (THE “RESALE RESTRICTION TERMINATION DATE”) ONLY (A) TO MAGNUM HUNTER RESOURCES CORPORATION (THE “CORPORATION”) OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (C) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE CORPORATION’S AND THE DEPOSITARY’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS RECEIPT IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE DEPOSITARY. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.] [IF GLOBAL RECEIPT IS ISSUED: UNLESS THIS RECEIPT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION a New York corporation (“DTC”), TO MAGNUM HUNTER RESOURCES CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFERto State Street Corporation or its agent for registration of transfer, EXCHANGEexchange, OR PAYMENTor payment, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE and any certificate issued is registered in the name of Cede & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF Co. or in such other name as is requested by an authorized representative of DTC (AND ANY PAYMENT IS MADE TO CEDE and any payment is made to Cede & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOFinasmuch as the registered owner hereof, CEDE Cede & CO.Co., HAS AN INTEREST HEREIN.] Certificate Number: Number of Depositary Shares: has an interest herein. 1,500,000 DEPOSITARY SHARES $ 1,500,000,000 FIXED RATE RESET NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES I Dividend Payment Dates: On Quarterly in arrears on the last 15th day of calendar day March, June, September and December of each monthyear, beginning [·]commencing on commencing on June 15, 20122024, when and as declared by in accordance with the Board terms of Directorsthe Articles of Amendment of Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series I of State Street Corporation. AMERICAN STOCK TRANSFER & EQUINITI TRUST COMPANY, LLC, as Depositary (the “Depositary”), hereby certifies that [ ] [Cede & Co.] Co. is the registered owner of [·] [ ] depositary shares DEPOSITARY SHARES (“Depositary Shares”), each Depositary Share representing 1/1,000th 1/100th of one share of 8% Series E Fixed Rate Reset Non-Cumulative Convertible Perpetual Preferred Stock, Series I, liquidation preference $25,000 100,000 per share plus accrued and unpaid dividends thereonshare, without par value $0.01 per share (the “Series E I Preferred Stock”), of Magnum Hunter Resources State Street Corporation, a Delaware Massachusetts corporation (the “Corporation”), on deposit with the Depositary, subject to the terms and entitled to the benefits of the Deposit Agreement, Agreement dated as of November 2January 31, 2012 2024 (the “Deposit Agreement”), among the Corporation, the Depositary and the Holders from time to time of the Depositary Receipts. By accepting this Depositary Receipt, the Holder hereof becomes a party to and agrees to be bound by all the terms and conditions of the Deposit Agreement. This Depositary Receipt shall not be valid or obligatory for any purpose or entitled to any benefits under the Deposit Agreement unless it shall have been executed by the Depositary by the manual or facsimile signature of a duly authorized officer or, if executed in facsimile by the Depositary, countersigned by a Registrar in respect of the Depositary Receipts by the manual or facsimile signature of a duly authorized officer thereof, and by the manual or facsimile signature of a duly authorized officer of the Corporation. MAGNUM HUNTER RESOURCES CORPORATION AMERICAN STOCK TRANSFER & Dated: EQUINITI TRUST COMPANY, LLC, as Depositary By: By: Name: Authorized Officer Title: MAGNUM HUNTER RESOURCES STATE STREET CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH RECEIPTHOLDER WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A COPY OR SUMMARY OF THE CERTIFICATE ARTICLES OF DESIGNATIONS AMENDMENT OF 8% FIXED RATE RESET NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES E CUMULATIVE CONVERTIBLE PREFERRED STOCK I OF MAGNUM HUNTER RESOURCES CORPORATION. STATE STREET CORPORATION ANY SUCH REQUEST IS TO BE ADDRESSED TO THE DEPOSITARY NAMED ON THE FACE OF THIS RECEIPT OR TO THE CORPORATIONThe Corporation will furnish without charge to each receiptholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Corporation, and the qualifications, limitations or restrictions of such preferences and/or rights. Such request may be made to the Corporation or to the Registrar. The following abbreviations when used in the form of ownership on the face of this certificate shall be construed as though they were written out in full according to applicable laws or regulations. Abbreviations in addition to those appearing below may be used. Abbreviation Abbreviation Abbreviation Equivalent Word JT TEN As joint tenants, with right of survivorship and not as tenants in common TEN BY ENT As tenants by the entireties TEN IN COM As tenants in common UNIF GIFT MIN ACT Uniform Gifts to Minors Act Abbreviation Equivalent Word Abbreviation Equivalent Word Abbreviation Equivalent Word ADM Administrator(s), Administratrix EX Executor(s), Executrix PL Public Law AGMT Agreement FBO For the benefit of TR (As) trustee(s), for, of ART Article FDN Foundation U Under CH Chapter GDN Guardian(s) UA Under Agreement CUST Custodian for GDNSHP Guardianship UW Under will of, Of will of, Under last will & testament DEC Declaration MIN Minor(s) EST Estate, of Estate of PAR Paragraph For value received, ____________________ hereby sell(s), assign(s) and transfer(s) unto ________________________________ INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE _________________________________ PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE ____________________________ Depositary Shares represented by the within Receipt, and do(es) hereby irrevocably constitute and appoint ______________________ as Attorney to transfer the said Depositary Shares on the books of the within named Depositary with full power of substitution in the premises. Dated:

Holders of Receipts Are Parties. The Holders of Receipts from time to time shall be parties to this Deposit Agreement and shall be bound by all of the terms and conditions hereof and of the Receipts by acceptance of delivery thereof. Each Holder of Receipts shall become a party hereto upon acceptance by such Holder of Receipts Receipt of delivery of one or more Receipts issued in accordance with the terms hereof. [Remainder of page intentionally left blank; signature page follows.] The undersigned has executed this Deposit Agreement as of the date first set forth above. MAGNUM HUNTER RESOURCES CORPORATION By: /s/ Xxxx Xxxxx X. Xxxxxxxx Xxxx Xxxxxx Name: Xxxxx X. Xxxxxxxx Senior Xxxxxx Title: Executive Vice President & President, Chief Administrative Officer, General Counsel and Corporate Secretary The undersigned has executed this Deposit Agreement as of the date first set forth above. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC By: /s/ Xxxxx Xxxxxxxxx Xxxxxxx X. Xxxxxxx Name: Xxxxx Xxxxxxxxx Xxxxxxx X. Xxxxxxx Title: Senior Vice President [IF RESTRICTED SECURITIES ARE ISSUED: THE DEPOSITARY SHARES REPRESENTED BY THIS RECEIPT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933Unless this receipt is presented by an authorized representative of The Depository Trust Company, AS AMENDED (THE “SECURITIES ACT” ), OR ANY STATE SECURITIES LAWS. NEITHER THE DEPOSITARY RECEIPTS NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT. BY ITS ACQUISITION HEREOF, THE HOLDER AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THE DEPOSITARY SHARES REPRESENTED BY THIS RECEIPT PRIOR TO THE DATE AFTER THE ORIGINAL ISSUE DATE HEREOF ON WHICH THE DEPOSITARY SHARES MAY BE RESOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT (THE “RESALE RESTRICTION TERMINATION DATE”) ONLY (A) TO MAGNUM HUNTER RESOURCES CORPORATION (THE “CORPORATION”) OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (C) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE CORPORATION’S AND THE DEPOSITARY’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS RECEIPT IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE DEPOSITARY. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.] [IF GLOBAL RECEIPT IS ISSUED: UNLESS THIS RECEIPT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION a New York corporation (“DTC”), TO MAGNUM HUNTER RESOURCES CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFERto Penn Virginia Corporation or its agent for registration of transfer, EXCHANGEexchange, OR PAYMENTor payment, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE and any certificate issued is registered in the name of Cede & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF Co. or in such other name as is requested by an authorized representative of DTC (AND ANY PAYMENT IS MADE TO CEDE and any payment is made to Cede & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOFinasmuch as the registered owner hereof, CEDE Cede & CO.Co., HAS AN INTEREST HEREIN.] Certificate Number: Number of Depositary Shares: has an interest herein. DEPOSITARY SHARES $ Dividend Payment Dates: On the last day of calendar day of Beginning October 15, 2014, each monthJanuary 15, beginning [·]April 15, 2012, when July 15 and as declared by the Board of DirectorsOctober 15. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Depositary (the “Depositary”), hereby certifies that [ ] [Cede & Co.] Co. is the registered owner of [·] [ ] depositary shares DEPOSITARY SHARES (“Depositary Shares”), each Depositary Share representing 1/1,000th 1/100th of one share of 86.00% Series E Cumulative Convertible Perpetual Preferred Stock, Series B, liquidation preference $25,000 10,000.00 per share plus accrued and unpaid dividends thereonshare, $100.00 par value $0.01 per share (the “Series E B Convertible Preferred Stock”), of Magnum Hunter Resources Penn Virginia Corporation, a Delaware Virginia corporation (the “Corporation”), on deposit with the Depositary, subject to the terms and entitled to the benefits of the Deposit Agreement, Agreement dated as of November 2June 16, 2012 2014 (the “Deposit Agreement”), among the Corporation, the Depositary and the Holders from time to time of the Depositary Receipts. By accepting this Depositary Receipt, the Holder hereof becomes a party to and agrees to be bound by all the terms and conditions of the Deposit Agreement. This Depositary Receipt shall not be valid or obligatory for any purpose or entitled to any benefits under the Deposit Agreement unless it shall have been executed by the Depositary by the manual or facsimile signature of a duly authorized officer or, if executed in facsimile by the Depositary, countersigned by a Registrar in respect of the Depositary Receipts by the manual or facsimile signature of a duly authorized officer thereof, and by the manual or facsimile signature of a duly authorized officer of the Corporation. MAGNUM HUNTER RESOURCES CORPORATION Dated: AMERICAN STOCK TRANSFER & AND TRUST COMPANY, LLC, as LLC Depositary By: By: Name: Authorized Officer Title: MAGNUM HUNTER RESOURCES PENN VIRGINIA CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH RECEIPTHOLDER WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A COPY OR SUMMARY OF THE CERTIFICATE ARTICLES OF DESIGNATIONS AMENDMENT OF 86.00% SERIES E CUMULATIVE CONVERTIBLE PREFERRED STOCK STOCK, SERIES B OF MAGNUM HUNTER RESOURCES PENN VIRGINIA CORPORATION. ANY SUCH REQUEST IS TO BE ADDRESSED TO THE DEPOSITARY NAMED ON THE FACE OF THIS RECEIPT OR TO THE CORPORATIONThe Corporation will furnish without charge to each receiptholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Corporation, and the qualifications, limitations or restrictions of such preferences and/or rights. Such request may be made to the Corporation or to the Registrar. The following abbreviations when used in the form of ownership on the face of this certificate shall be construed as though they were written out in full according to applicable laws or regulations. Abbreviations in addition to those appearing below may be used. Abbreviation Abbreviation Abbreviation Equivalent Word JT TEN As joint tenants, with right of survivorship and not as tenants in common TEN BY ENT As tenants by the entireties TEN IN COM As tenants in common UNIF GIFT MIN ACT Uniform Gifts to Minors Act Abbreviation Equivalent Word Abbreviation Equivalent Word Abbreviation Equivalent Word ADM Administrator(s), Administratrix EX Executor(s), Executrix PL Public Law AGMT Agreement FBO For the benefit of TR (As) trustee(s), for, of ART Article FDN Foundation U Under CH Chapter GDN Guardian(s) UA Under Agreement CUST Custodian for GDNSHP Guardianship UW Under will of, Of will of, Under last will & testament DEC Declaration MIN Minor(s) EST Estate, of Estate of PAR Paragraph For value received, ____________________ hereby sell(s), assign(s) and transfer(s) unto ________________________________ INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE _________________________________ PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE ____________________________ Depositary Shares represented by the within Receipt, and do(es) hereby irrevocably constitute and appoint ______________________ as Attorney to transfer the said Depositary Shares on the books of the within named Depositary with full power of substitution in the premises. Dated: NOTICE: The signature to the assignment must correspond with the name as written upon the face of this Receipt in every particular, without alteration or enlargement or any change whatsoever. SIGNATURE GUARANTEED NOTICE: If applicable, the signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations, and credit unions with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. THIS RECEIPT, THE SERIES B CONVERTIBLE PREFERRED STOCK REPRESENTED BY THE DEPOSITARY SHARES EVIDENCED HEREBY, THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF SUCH SERIES B CONVERTIBLE PREFERRED STOCK AND THE SHARES OF COMMON STOCK ISSUABLE AS A DIVIDEND ON SUCH SERIES B CONVERTIBLE PREFERRED STOCK, IF ANY, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NONE OF THIS RECEIPT, THE SERIES B CONVERTIBLE PREFERRED STOCK REPRESENTED BY THE DEPOSITARY SHARES EVIDENCED HEREBY, THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF SUCH SERIES B CONVERTIBLE PREFERRED STOCK AND THE SHARES OF COMMON STOCK ISSUABLE AS A DIVIDEND ON SUCH SERIES B CONVERTIBLE PREFERRED STOCK, IF ANY, AND ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION OF THE DEPOSITARY SHARES EVIDENCED HEREBY OR OF A BENEFICIAL INTEREST THEREIN, THE ACQUIRER: 1. REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND 2. AGREES FOR THE BENEFIT OF THE CORPORATION THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THE DEPOSITARY SHARES EVIDENCED HEREBY OR ANY BENEFICIAL INTEREST THEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE LAST DATE OF ORIGINAL ISSUANCE OF THE SERIES B CONVERTIBLE PREFERRED STOCK REPRESENTED HEREBY OR SUCH OTHER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THERETO, AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT: (A) TO THE CORPORATION OR ANY OF ITS SUBSIDIARIES, OR (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, OR

Holders of Receipts Are Parties. The Holders of Receipts from time to time shall be parties to this Deposit Agreement and shall be bound by all of the terms and conditions hereof and of the Receipts by acceptance of delivery thereof. Each Holder of Receipts shall become a party hereto upon acceptance by such Holder of Receipts Receipt of delivery of one or more Receipts issued in accordance with the terms hereof. [Remainder of page intentionally left blank; signature page follows.] The undersigned has Corporation and the Depositary have duly executed this Deposit Agreement as of the date first set forth above, and each Holder of Receipts shall become a party hereto upon acceptance by such Holder of Receipt of delivery of one or more Receipts issued in accordance with the terms hereof. MAGNUM HUNTER RESOURCES CORPORATION By: /s/ Xxxx Xxxxx X. Xxxxxxxx Xxxx Xxxxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxx Senior Xxxxxxxxxxxxxx Title: Executive Vice President & General Counsel The undersigned has executed this Deposit Agreement as of the date first set forth above. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC and Treasurer By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Senior Vice President [IF RESTRICTED SECURITIES ARE ISSUED: THE DEPOSITARY SHARES REPRESENTED BY THIS RECEIPT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933Unless this receipt is presented by an authorized representative of The Depository Trust Company, AS AMENDED (THE “SECURITIES ACT” ), OR ANY STATE SECURITIES LAWS. NEITHER THE DEPOSITARY RECEIPTS NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT. BY ITS ACQUISITION HEREOF, THE HOLDER AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THE DEPOSITARY SHARES REPRESENTED BY THIS RECEIPT PRIOR TO THE DATE AFTER THE ORIGINAL ISSUE DATE HEREOF ON WHICH THE DEPOSITARY SHARES MAY BE RESOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT (THE “RESALE RESTRICTION TERMINATION DATE”) ONLY (A) TO MAGNUM HUNTER RESOURCES CORPORATION (THE “CORPORATION”) OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (C) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE CORPORATION’S AND THE DEPOSITARY’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS RECEIPT IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE DEPOSITARY. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.] [IF GLOBAL RECEIPT IS ISSUED: UNLESS THIS RECEIPT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION a New York corporation (“DTC”), TO MAGNUM HUNTER RESOURCES CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFERto State Street Corporation or its agent for registration of transfer, EXCHANGEexchange, OR PAYMENTor payment, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE and any certificate issued is registered in the name of Cede & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF Co. or in such other name as is requested by an authorized representative of DTC (AND ANY PAYMENT IS MADE TO CEDE and any payment is made to Cede & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOFinasmuch as the registered owner hereof, CEDE Cede & CO.Co., HAS AN INTEREST HEREIN.has an interest herein. [●] Certificate Number: Number of Depositary Shares: DEPOSITARY SHARES $[●] Dividend Payment Dates: On Beginning September 15, 2015 to and including September 15, 2020, each March 15 and September 15, and beginning December 15, 2020, each March 15, June 15, September 15 and December 15, in accordance with the last day terms of calendar day the Articles of each monthAmendment of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, beginning [·], 2012, when and as declared by the Board Series F of DirectorsState Street Corporation. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Depositary (the “Depositary”), hereby certifies that [ ] [Cede & Co.] Co. is the registered owner of [·] [ ] depositary shares DEPOSITARY SHARES (“Depositary Shares”), each Depositary Share representing 1/1,000th 1/100th of one share of 8% Series E Fixed-to-Floating Rate Non-Cumulative Convertible Perpetual Preferred Stock, Series F, liquidation preference $25,000 100,000 per share plus accrued and unpaid dividends thereonshare, without par value $0.01 per share (the “Series E F Preferred Stock”), of Magnum Hunter Resources State Street Corporation, a Delaware Massachusetts corporation (the “Corporation”), on deposit with the Depositary, subject to the terms and entitled to the benefits of the Deposit Agreement, Agreement dated as of November 2May [●], 2012 2015 (the “Deposit Agreement”), among the Corporation, the Depositary and the Holders from time to time of the Depositary Receipts. By accepting this Depositary Receipt, the Holder hereof becomes a party to and agrees to be bound by all the terms and conditions of the Deposit Agreement. This Depositary Receipt shall not be valid or obligatory for any purpose or entitled to any benefits under the Deposit Agreement unless it shall have been executed by the Depositary by the manual or facsimile signature of a duly authorized officer or, if executed in facsimile by the Depositary, countersigned by a Registrar in respect of the Depositary Receipts by the manual or facsimile signature of a duly authorized officer thereof, and by the manual or facsimile signature of a duly authorized officer of the Corporation. MAGNUM HUNTER RESOURCES CORPORATION Dated: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Depositary By: By: Name: Authorized Officer Title: MAGNUM HUNTER RESOURCES STATE STREET CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH RECEIPTHOLDER WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A COPY OR SUMMARY OF THE CERTIFICATE ARTICLES OF DESIGNATIONS AMENDMENT OF 8% FIXED-TO-FLOATING RATE NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES E CUMULATIVE CONVERTIBLE PREFERRED STOCK F OF MAGNUM HUNTER RESOURCES CORPORATION. STATE STREET CORPORATION ANY SUCH REQUEST IS TO BE ADDRESSED TO THE DEPOSITARY NAMED ON THE FACE OF THIS RECEIPT OR TO THE CORPORATIONThe Corporation will furnish without charge to each receiptholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Corporation, and the qualifications, limitations or restrictions of such preferences and/or rights. Such request may be made to the Corporation or to the Registrar. The following abbreviations when used in the form of ownership on the face of this certificate shall be construed as though they were written out in full according to applicable laws or regulations. Abbreviations in addition to those appearing below may be used. Abbreviation Abbreviation Abbreviation Equivalent Word JT TEN As joint tenants, with right of survivorship and not as tenants in common TEN BY ENT As tenants by the entireties TEN IN COM As tenants in common UNIF GIFT MIN ACT Uniform Gifts to Minors Act Abbreviation Equivalent Word Abbreviation Equivalent Word Abbreviation Equivalent Word ADM Administrator(s), Administratrix EX Executor(s), Executrix PL Public Law AGMT Agreement FBO For the benefit of TR (As) trustee(s), for, of ART Article FDN Foundation U Under CH Chapter GDN Guardian(s) UA Under Agreement CUST Custodian for GDNSHP Guardianship UW Under will of, Of will of, Under last will & testament DEC Declaration MIN Minor(s) EST Estate, of Estate of PAR Paragraph For value received, ____________________ hereby sell(s), assign(s) and transfer(s) unto ________________________________ INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE _________________________________ PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE ____________________________ Depositary Shares represented by the within Receipt, and do(es) hereby irrevocably constitute and appoint ______________________ as Attorney to transfer the said Depositary Shares on the books of the within named Depositary with full power of substitution in the premises. Dated:

Holders of Receipts Are Parties. The Holders of Receipts from time to time shall be parties to this Deposit Agreement and shall be bound by all of the terms and conditions hereof and of the Receipts by acceptance of delivery thereof. Each Holder of Receipts shall become a party hereto upon acceptance by such Holder of Receipts Receipt of delivery of one or more Receipts issued in accordance with the terms hereof. The undersigned has executed this Deposit Agreement as of the date first set forth above. MAGNUM HUNTER RESOURCES XXXXXXXX PETROLEUM CORPORATION By: /s/ Xxxx Xxxxxxx X. Xxxxxxxx Xxxx Name: Xxxxxxx X. Xxxxxxxx Title: Senior Vice President & President, General Counsel and Corporate Secretary The undersigned has executed this Deposit Agreement as of the date first set forth above. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC By: /s/ Xxxxx Xxxxxxxxx Xxxxxxx X. Xxxxxxx Name: Xxxxx Xxxxxxxxx Xxxxxxx X. Xxxxxxx Title: Senior Vice President [IF RESTRICTED SECURITIES ARE ISSUED: THE DEPOSITARY SHARES REPRESENTED BY THIS RECEIPT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933Executive Director Unless this receipt is presented by an authorized representative of The Depository Trust Company, AS AMENDED (THE “SECURITIES ACT” ), OR ANY STATE SECURITIES LAWS. NEITHER THE DEPOSITARY RECEIPTS NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT. BY ITS ACQUISITION HEREOF, THE HOLDER AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THE DEPOSITARY SHARES REPRESENTED BY THIS RECEIPT PRIOR TO THE DATE AFTER THE ORIGINAL ISSUE DATE HEREOF ON WHICH THE DEPOSITARY SHARES MAY BE RESOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT (THE “RESALE RESTRICTION TERMINATION DATE”) ONLY (A) TO MAGNUM HUNTER RESOURCES CORPORATION (THE “CORPORATION”) OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (C) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE CORPORATION’S AND THE DEPOSITARY’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS RECEIPT IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE DEPOSITARY. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.] [IF GLOBAL RECEIPT IS ISSUED: UNLESS THIS RECEIPT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION a New York corporation (“DTC”), TO MAGNUM HUNTER RESOURCES CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFERto Xxxxxxxx Petroleum Corporation or its agent for registration of transfer, EXCHANGEexchange, OR PAYMENTor payment, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE and any certificate issued is registered in the name of Cede & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF Co. or in such other name as is requested by an authorized representative of DTC (AND ANY PAYMENT IS MADE TO CEDE and any payment is made to Cede & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOFinasmuch as the registered owner hereof, CEDE Cede & CO.Co., HAS AN INTEREST HEREIN.] Certificate Number: Number of Depositary Shares: has an interest herein. DEPOSITARY SHARES $ Dividend Payment Dates: On the last day of calendar day of Beginning March 15, 2016, each monthMarch 15, beginning [·]June 15, 2012, when September 15 and as declared by the Board of DirectorsDecember 15. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Depositary (the “Depositary”), hereby certifies that [ ] [Cede & Co.] Co. is the registered owner of [·] [ ] depositary shares DEPOSITARY SHARES (“Depositary Shares”), each Depositary Share representing 1/1,000th 1/1000th of one share of 810.00% Series E Cumulative Convertible Preferred Stock, liquidation preference $25,000 10.00 per share plus accrued and unpaid dividends thereonshare, $1.00 par value $0.01 per share (the “Series E Preferred Stock”), of Magnum Hunter Resources Xxxxxxxx Petroleum Corporation, a Delaware corporation (the “Corporation”), on deposit with the Depositary, subject to the terms and entitled to the benefits of the Deposit Agreement, Agreement dated as of November 2December 18, 2012 2015 (the “Deposit Agreement”), among the Corporation, the Depositary and the Holders from time to time of the Depositary Receipts. By accepting this Depositary Receipt, the Holder hereof becomes a party to and agrees to be bound by all the terms and conditions of the Deposit Agreement. This Depositary Receipt shall not be valid or obligatory for any purpose or entitled to any benefits under the Deposit Agreement unless it shall have been executed by the Depositary by the manual or facsimile signature of a duly authorized officer or, if executed in facsimile by the Depositary, countersigned by a Registrar in respect of the Depositary Receipts by the manual or facsimile signature of a duly authorized officer thereof, and by the manual or facsimile signature of a duly authorized officer of the Corporation. MAGNUM HUNTER RESOURCES CORPORATION Dated: AMERICAN STOCK TRANSFER & AND TRUST COMPANY, LLC, as LLC Depositary By: By: Name: Authorized Officer Title: MAGNUM HUNTER RESOURCES XXXXXXXX PETROLEUM CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH RECEIPTHOLDER WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A COPY OR SUMMARY OF THE CERTIFICATE OF DESIGNATIONS DESIGNATION OF 810.00% SERIES E CUMULATIVE CONVERTIBLE PREFERRED STOCK OF MAGNUM HUNTER RESOURCES XXXXXXXX PETROLEUM CORPORATION. , ANY SUCH REQUEST IS TO BE ADDRESSED TO THE DEPOSITARY NAMED ON THE FACE OF THIS RECEIPT OR TO THE CORPORATIONHEREOF. The Corporation will furnish without charge to each receiptholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Corporation, and the qualifications, limitations or restrictions of such preferences and/or rights. Such request may be made to the Corporation or to the Registrar. The following abbreviations when used in the form of ownership on the face of this certificate shall be construed as though they were written out in full according to applicable laws or regulations. Abbreviations in addition to those appearing below may be used. Abbreviation Abbreviation Abbreviation Equivalent Word JT TEN As joint tenants, with right of survivorship and not as tenants in common TEN BY ENT As tenants by the entireties TEN IN COM As tenants in common UNIF GIFT MIN ACT Uniform Gifts to Minors Act Abbreviation Equivalent Word Abbreviation Equivalent Word Abbreviation Equivalent Word ADM Administrator(s), Administratrix EX Executor(s), Executrix PL Public Law AGMT Agreement FBO For the benefit of TR (As) trustee(s), for, of ART Article FDN Foundation U Under CH Chapter GDN Guardian(s) UA Under Agreement CUST Custodian for GDNSHP Guardianship UW Under will of, Of will of, Under last will & testament DEC Declaration MIN Minor(s) EST Estate, of Estate of PAR Paragraph For value received, ____________________ hereby sell(s), assign(s) and transfer(s) unto ________________________________ INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE _________________________________ PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE ____________________________ Depositary Shares represented by the within Receipt, and do(es) hereby irrevocably constitute and appoint ______________________ as Attorney to transfer the said Depositary Shares on the books of the within named Depositary with full power of substitution in the premises. Dated:: NOTICE: The signature to the assignment must correspond with the name as written upon the face of this Receipt in every particular, without alteration or enlargement or any change whatsoever. SIGNATURE GUARANTEED NOTICE: If applicable, the signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations, and credit unions with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. I, , [title] of Xxxxxxxx Petroleum Corporation (the “Corporation”), hereby certify that pursuant to the terms of the Certificate of Designation effective December 18, 2015, filed with the Secretary of State of the State of Delaware on December , 2015 (the “Certificate of Designation”), and pursuant to resolutions adopted by the Board of Directors of the Corporation on November 5, 2015, the Corporation has established the Series E Preferred Stock which the Corporation desires to deposit with the Depositary for the purposes of being subject to the terms and conditions of the Deposit Agreement (the “Deposit Agreement”), dated December , 2015, by and among the Corporation, American Stock Transfer & Trust Company, LLC, and the Holders of Receipts issued thereunder from time to time. In connection therewith, the Board of Directors of the Corporation or a duly authorized committee thereof has authorized the terms and conditions with respect to the Series E Preferred Stock as described in the Certificate of Designation attached as Annex A hereto. Any terms of the Series E Preferred Stock that are not so described in the Certificate of Designation and any terms of the Receipts representing such Series E Preferred Stock that are not described in the Deposit Agreement are described below: Depositary: American Stock Transfer & Trust Company, LLC All capitalized terms used but not defined herein shall have such meaning as ascribed thereto in the Deposit Agreement.

Holders of Receipts Are Parties. The Holders of Receipts from time to time shall be parties to this Deposit Agreement and shall be bound by all of the terms and conditions hereof and of the Receipts by acceptance of delivery thereof. Each Holder of Receipts shall become a party hereto upon acceptance by such Holder of Receipts Receipt of delivery of one or more Receipts issued in accordance with the terms hereof. [Remainder of page intentionally left blank; signature page follows.] The undersigned has Corporation and the Depositary have duly executed this Deposit Agreement as of the date first set forth above, and each Holder of Receipts shall become a party hereto upon acceptance by such Holder of Receipt of delivery of one or more Receipts issued in accordance with the terms hereof. MAGNUM HUNTER RESOURCES CORPORATION By: /s/ Xxxx X. Xxxxxxxx Xxxx X. Xxxxxxxx Senior Vice President & General Counsel The undersigned has executed this Deposit Agreement as of the date first set forth above. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC By: /s/ Xxxxx Xxxxxxxxx X. Xxxxxxxx Name: Xxxxx Xxxxxxxxx X. Xxxxxxxx Title: Executive Vice President and Treasurer By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Senior Vice President [IF RESTRICTED SECURITIES ARE ISSUED: THE DEPOSITARY SHARES REPRESENTED BY THIS RECEIPT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933Signature Page to Deposit Agreement] Unless this receipt is presented by an authorized representative of The Depository Trust Company, AS AMENDED (THE “SECURITIES ACT” ), OR ANY STATE SECURITIES LAWS. NEITHER THE DEPOSITARY RECEIPTS NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT. BY ITS ACQUISITION HEREOF, THE HOLDER AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THE DEPOSITARY SHARES REPRESENTED BY THIS RECEIPT PRIOR TO THE DATE AFTER THE ORIGINAL ISSUE DATE HEREOF ON WHICH THE DEPOSITARY SHARES MAY BE RESOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT (THE “RESALE RESTRICTION TERMINATION DATE”) ONLY (A) TO MAGNUM HUNTER RESOURCES CORPORATION (THE “CORPORATION”) OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (C) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE CORPORATION’S AND THE DEPOSITARY’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS RECEIPT IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE DEPOSITARY. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.] [IF GLOBAL RECEIPT IS ISSUED: UNLESS THIS RECEIPT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION a New York corporation (“DTC”), TO MAGNUM HUNTER RESOURCES CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFERto State Street Corporation or its agent for registration of transfer, EXCHANGEexchange, OR PAYMENTor payment, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE and any certificate issued is registered in the name of Cede & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF Co. or in such other name as is requested by an authorized representative of DTC (AND ANY PAYMENT IS MADE TO CEDE and any payment is made to Cede & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOFinasmuch as the registered owner hereof, CEDE Cede & CO.Co., HAS AN INTEREST HEREIN.has an interest herein. [●] Certificate Number: Number of Depositary Shares: DEPOSITARY SHARES $[●] Dividend Payment Dates: On Beginning June 15, 2016, each March 15, June 15, September 15 and December 15, in accordance with the last day terms of calendar day the Articles of each monthAmendment of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, beginning [·], 2012, when and as declared by the Board Series G of DirectorsState Street Corporation. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Depositary (the “Depositary”), hereby certifies that [ ] [Cede & Co.] Co. is the registered owner of [·] [ ] depositary shares DEPOSITARY SHARES (“Depositary Shares”), each Depositary Share representing 1/1,000th 1/4,000th of one share of 8% Series E Fixed-to-Floating Rate Non-Cumulative Convertible Perpetual Preferred Stock, Series G, liquidation preference $25,000 100,000 per share plus accrued and unpaid dividends thereonshare, without par value $0.01 per share (the “Series E G Preferred Stock”), of Magnum Hunter Resources State Street Corporation, a Delaware Massachusetts corporation (the “Corporation”), on deposit with the Depositary, subject to the terms and entitled to the benefits of the Deposit Agreement, Agreement dated as of November 2April [●], 2012 2016 (the “Deposit Agreement”), among the Corporation, the Depositary and the Holders from time to time of the Depositary Receipts. By accepting this Depositary Receipt, the Holder hereof becomes a party to and agrees to be bound by all the terms and conditions of the Deposit Agreement. This Depositary Receipt shall not be valid or obligatory for any purpose or entitled to any benefits under the Deposit Agreement unless it shall have been executed by the Depositary by the manual or facsimile signature of a duly authorized officer or, if executed in facsimile by the Depositary, countersigned by a Registrar in respect of the Depositary Receipts by the manual or facsimile signature of a duly authorized officer thereof, and by the manual or facsimile signature of a duly authorized officer of the Corporation. MAGNUM HUNTER RESOURCES CORPORATION Dated: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Depositary By: By: Name: Authorized Officer Title: MAGNUM HUNTER RESOURCES STATE STREET CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH RECEIPTHOLDER WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A COPY OR SUMMARY OF THE CERTIFICATE ARTICLES OF DESIGNATIONS AMENDMENT OF 8% FIXED-TO-FLOATING RATE NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES E CUMULATIVE CONVERTIBLE PREFERRED STOCK G OF MAGNUM HUNTER RESOURCES CORPORATION. STATE STREET CORPORATION ANY SUCH REQUEST IS TO BE ADDRESSED TO THE DEPOSITARY NAMED ON THE FACE OF THIS RECEIPT OR TO THE CORPORATIONThe Corporation will furnish without charge to each receiptholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Corporation, and the qualifications, limitations or restrictions of such preferences and/or rights. Such request may be made to the Corporation or to the Registrar. The following abbreviations when used in the form of ownership on the face of this certificate shall be construed as though they were written out in full according to applicable laws or regulations. Abbreviations in addition to those appearing below may be used. Abbreviation Abbreviation Abbreviation Equivalent Word JT TEN As joint tenants, with right of survivorship and not as tenants in common TEN BY ENT As tenants by the entireties TEN IN COM As tenants in common UNIF GIFT MIN ACT Uniform Gifts to Minors Act Abbreviation Equivalent Word Abbreviation Equivalent Word Abbreviation Equivalent Word ADM Administrator(s), Administratrix EX Executor(s), Executrix PL Public Law AGMT Agreement FBO For the benefit of TR (As) trustee(s), for, of ART Article FDN Foundation U Under CH Chapter GDN Guardian(s) UA Under Agreement CUST Custodian for GDNSHP Guardianship UW Under will of, Of will of, Under last will & testament DEC Declaration MIN Minor(s) EST Estate, of Estate of PAR Paragraph For value received, ____________________ hereby sell(s), assign(s) and transfer(s) unto ________________________________ INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE _________________________________ PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE ____________________________ Depositary Shares represented by the within Receipt, and do(es) hereby irrevocably constitute and appoint ______________________ as Attorney to transfer the said Depositary Shares on the books of the within named Depositary with full power of substitution in the premises. Dated:

Holders of Receipts Are Parties. The Holders of Receipts from time to time shall be parties to this Deposit Agreement and shall be bound by all of the terms and conditions hereof and of the Receipts by acceptance of delivery thereof. Each Holder of Receipts shall become a party hereto upon acceptance by such Holder of Receipts Receipt of delivery of one or more Receipts issued in accordance with the terms hereof. [Remainder of page intentionally left blank; signature page follows.] The undersigned has Corporation and the Depositary have duly executed this Deposit Agreement as of the date first set forth above, and each Holder of Receipts shall become a party hereto upon acceptance by such Holder of Receipt of delivery of one or more Receipts issued in accordance with the terms hereof. MAGNUM HUNTER RESOURCES CORPORATION By: /s/ Xxxx Xxxxx X. Xxxxxxxx Xxxx Xxxxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxx Senior Xxxxxxxxxxxxxx Title: Executive Vice President & General Counsel The undersigned has executed this Deposit Agreement as of the date first set forth above. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC and Treasurer By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Senior Vice President [IF RESTRICTED SECURITIES ARE ISSUED: THE DEPOSITARY SHARES REPRESENTED BY THIS RECEIPT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933Signature Page to Deposit Agreement] Unless this receipt is presented by an authorized representative of The Depository Trust Company, AS AMENDED (THE “SECURITIES ACT” ), OR ANY STATE SECURITIES LAWS. NEITHER THE DEPOSITARY RECEIPTS NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT. BY ITS ACQUISITION HEREOF, THE HOLDER AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THE DEPOSITARY SHARES REPRESENTED BY THIS RECEIPT PRIOR TO THE DATE AFTER THE ORIGINAL ISSUE DATE HEREOF ON WHICH THE DEPOSITARY SHARES MAY BE RESOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT (THE “RESALE RESTRICTION TERMINATION DATE”) ONLY (A) TO MAGNUM HUNTER RESOURCES CORPORATION (THE “CORPORATION”) OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (C) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE CORPORATION’S AND THE DEPOSITARY’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS RECEIPT IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE DEPOSITARY. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.] [IF GLOBAL RECEIPT IS ISSUED: UNLESS THIS RECEIPT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION a New York corporation (“DTC”), TO MAGNUM HUNTER RESOURCES CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFERto State Street Corporation or its agent for registration of transfer, EXCHANGEexchange, OR PAYMENTor payment, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE and any certificate issued is registered in the name of Cede & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF Co. or in such other name as is requested by an authorized representative of DTC (AND ANY PAYMENT IS MADE TO CEDE and any payment is made to Cede & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOFinasmuch as the registered owner hereof, CEDE Cede & CO.Co., HAS AN INTEREST HEREIN.has an interest herein. [—] Certificate Number: Number of Depositary Shares: DEPOSITARY SHARES $[—] DEPOSITARY RECEIPT NO. [—] FOR [—] DEPOSITARY SHARES, CUSIP [—] ISIN [—] Dividend Payment Dates: On Beginning March 15, 2015, each March 15, June 15, September 15 and December 15, in accordance with the last day terms of calendar day the Articles of each monthAmendment of Non-Cumulative Perpetual Preferred Stock, beginning [·], 2012, when and as declared by the Board Series E of DirectorsState Street Corporation. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Depositary (the “Depositary”), hereby certifies that [ ] [Cede & Co.] Co. is the registered owner of [·] [ ] depositary shares DEPOSITARY SHARES (“Depositary Shares”), each Depositary Share representing 1/1,000th 1/4,000th of one share of 8% Series E Non-Cumulative Convertible Perpetual Preferred Stock, Series E, liquidation preference $25,000 100,000 per share plus accrued and unpaid dividends thereonshare, without par value $0.01 per share (the “Series E Preferred Stock”), of Magnum Hunter Resources State Street Corporation, a Delaware Massachusetts corporation (the “Corporation”), on deposit with the Depositary, subject to the terms and entitled to the benefits of the Deposit Agreement, Agreement dated as of November 2[—], 2012 2014 (the “Deposit Agreement”), among the Corporation, the Depositary and the Holders from time to time of the Depositary Receipts. By accepting this Depositary Receipt, the Holder hereof becomes a party to and agrees to be bound by all the terms and conditions of the Deposit Agreement. This Depositary Receipt shall not be valid or obligatory for any purpose or entitled to any benefits under the Deposit Agreement unless it shall have been executed by the Depositary by the manual or facsimile signature of a duly authorized officer or, if executed in facsimile by the Depositary, countersigned by a Registrar in respect of the Depositary Receipts by the manual or facsimile signature of a duly authorized officer thereof, and by the manual or facsimile signature of a duly authorized officer of the Corporation. MAGNUM HUNTER RESOURCES CORPORATION Dated: AMERICAN STOCK TRANSFER & AND TRUST COMPANY, LLC, as LLC Depositary By: By: Name: Authorized Officer Title: MAGNUM HUNTER RESOURCES STATE STREET CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH RECEIPTHOLDER WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A COPY OR SUMMARY OF THE CERTIFICATE ARTICLES OF DESIGNATIONS AMENDMENT OF 8% NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES E CUMULATIVE CONVERTIBLE PREFERRED STOCK OF MAGNUM HUNTER RESOURCES CORPORATION. STATE STREET CORPORATION ANY SUCH REQUEST IS TO BE ADDRESSED TO THE DEPOSITARY NAMED ON THE FACE OF THIS RECEIPT OR TO THE CORPORATIONThe Corporation will furnish without charge to each receiptholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Corporation, and the qualifications, limitations or restrictions of such preferences and/or rights. Such request may be made to the Corporation or to the Registrar. The following abbreviations when used in the form of ownership on the face of this certificate shall be construed as though they were written out in full according to applicable laws or regulations. Abbreviations in addition to those appearing below may be used. Abbreviation Abbreviation Abbreviation Equivalent Word JT TEN As joint tenants, with right of survivorship and not as tenants in common TEN BY ENT As tenants by the entireties TEN IN COM As tenants in common UNIF GIFT MIN ACT Uniform Gifts to Minors Act Abbreviation Equivalent Word Abbreviation Equivalent Word Abbreviation Equivalent Word ADM Administrator(s), Administratrix EX Executor(s), Executrix PL Public Law AGMT Agreement FBO For the benefit of TR (As) trustee(s), for, of ART Article FDN Foundation U Under CH Chapter GDN Guardian(s) UA Under Agreement CUST Custodian for GDNSHP Guardianship UW Under will of, Of will of, Under last will & testament DEC Declaration MIN Minor(s) EST Estate, of Estate of PAR Paragraph For value received, ____________________ hereby sell(s), assign(s) and transfer(s) unto ________________________________ INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE _________________________________ PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE ____________________________ Depositary Shares represented by the within Receipt, and do(es) hereby irrevocably constitute and appoint ______________________ as Attorney to transfer the said Depositary Shares on the books of the within named Depositary with full power of substitution in the premises. Dated:

Holders of Receipts Are Parties. The Holders of Receipts from time to time shall be parties to this Deposit Agreement and shall be bound by all of the terms and conditions hereof and of the Receipts by acceptance of delivery thereof. Each Holder of Receipts shall become a party hereto upon acceptance by such Holder of Receipts Receipt of delivery of one or more Receipts issued in accordance with the terms hereof. [Remainder of page intentionally left blank; signature page follows.] The undersigned has Corporation and the Depositary have duly executed this Deposit Agreement as of the date first set forth above, and each Holder of Receipts shall become a party hereto upon acceptance by such Holder of Receipt of delivery of one or more Receipts issued in accordance with the terms hereof. MAGNUM HUNTER RESOURCES CORPORATION By: /s/ Xxxx X. Xxxxxxxx Xxxxxxxxx Name: Xxxx X. Xxxxxxxx Senior Xxxxxxxxx Title: Executive Vice President & General Counsel The undersigned has executed this Deposit Agreement as of the date first set forth above. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC and Treasurer By: /s/ Xxxxx Xxxxxxxxx Xxxxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxxx Xxxxxxx Xxxxxxxx Title: Senior Vice President [IF RESTRICTED SECURITIES ARE ISSUED: THE DEPOSITARY SHARES REPRESENTED BY THIS RECEIPT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933Unless this receipt is presented by an authorized representative of The Depository Trust Company, AS AMENDED (THE “SECURITIES ACT” ), OR ANY STATE SECURITIES LAWS. NEITHER THE DEPOSITARY RECEIPTS NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT. BY ITS ACQUISITION HEREOF, THE HOLDER AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THE DEPOSITARY SHARES REPRESENTED BY THIS RECEIPT PRIOR TO THE DATE AFTER THE ORIGINAL ISSUE DATE HEREOF ON WHICH THE DEPOSITARY SHARES MAY BE RESOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT (THE “RESALE RESTRICTION TERMINATION DATE”) ONLY (A) TO MAGNUM HUNTER RESOURCES CORPORATION (THE “CORPORATION”) OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (C) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE CORPORATION’S AND THE DEPOSITARY’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS RECEIPT IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE DEPOSITARY. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.] [IF GLOBAL RECEIPT IS ISSUED: UNLESS THIS RECEIPT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION a New York corporation (“DTC”), TO MAGNUM HUNTER RESOURCES CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFERto State Street Corporation or its agent for registration of transfer, EXCHANGEexchange, OR PAYMENTor payment, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE and any certificate issued is registered in the name of Cede & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF Co. or in such other name as is requested by an authorized representative of DTC (AND ANY PAYMENT IS MADE TO CEDE and any payment is made to Cede & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOFinasmuch as the registered owner hereof, CEDE Cede & CO.Co., HAS AN INTEREST HEREIN.has an interest herein. [●] Certificate Number: Number of Depositary Shares: DEPOSITARY SHARES $ [ ●] FIXED-TO-FLOATING RATE NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES H Dividend Payment Dates: On Semi-annually in arrears each June 15 and December 15, commencing on December 15, 2018 to and including December 15, 2023, and quarterly in arrears each March 15, June 15, September 15 and December 15, commencing on March 15, 2024, in accordance with the last day terms of calendar day the Articles of each monthAmendment of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, beginning [·], 2012, when and as declared by the Board Series H of DirectorsState Street Corporation. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Depositary (the “Depositary”), hereby certifies that [ ] [Cede & Co.] Co. is the registered owner of [·] [ ] depositary shares DEPOSITARY SHARES (“Depositary Shares”), each Depositary Share representing 1/1,000th 1/100th of one share of 8% Series E Fixed-to-Floating Rate Non-Cumulative Convertible Perpetual Preferred Stock, Series H, liquidation preference $25,000 100,000 per share plus accrued and unpaid dividends thereonshare, without par value $0.01 per share (the “Series E H Preferred Stock”), of Magnum Hunter Resources State Street Corporation, a Delaware Massachusetts corporation (the “Corporation”), on deposit with the Depositary, subject to the terms and entitled to the benefits of the Deposit Agreement, Agreement dated as of November 2September 27, 2012 2018 (the “Deposit Agreement”), among the Corporation, the Depositary and the Holders from time to time of the Depositary Receipts. By accepting this Depositary Receipt, the Holder hereof becomes a party to and agrees to be bound by all the terms and conditions of the Deposit Agreement. This Depositary Receipt shall not be valid or obligatory for any purpose or entitled to any benefits under the Deposit Agreement unless it shall have been executed by the Depositary by the manual or facsimile signature of a duly authorized officer or, if executed in facsimile by the Depositary, countersigned by a Registrar in respect of the Depositary Receipts by the manual or facsimile signature of a duly authorized officer thereof, and by the manual or facsimile signature of a duly authorized officer of the Corporation. MAGNUM HUNTER RESOURCES CORPORATION Dated: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Depositary By: By: Name: Authorized Officer Title: MAGNUM HUNTER RESOURCES STATE STREET CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH RECEIPTHOLDER WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A COPY OR SUMMARY OF THE CERTIFICATE ARTICLES OF DESIGNATIONS AMENDMENT OF 8% FIXED-TO-FLOATING RATE NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES E CUMULATIVE CONVERTIBLE PREFERRED STOCK H OF MAGNUM HUNTER RESOURCES CORPORATION. STATE STREET CORPORATION ANY SUCH REQUEST IS TO BE ADDRESSED TO THE DEPOSITARY NAMED ON THE FACE OF THIS RECEIPT OR TO THE CORPORATIONThe Corporation will furnish without charge to each receiptholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Corporation, and the qualifications, limitations or restrictions of such preferences and/or rights. Such request may be made to the Corporation or to the Registrar. The following abbreviations when used in the form of ownership on the face of this certificate shall be construed as though they were written out in full according to applicable laws or regulations. Abbreviations in addition to those appearing below may be used. Abbreviation Abbreviation Abbreviation Equivalent Word JT TEN As joint tenants, with right of survivorship and not as tenants in common TEN BY ENT As tenants by the entireties TEN IN COM As tenants in common UNIF GIFT MIN ACT Uniform Gifts to Minors Act Abbreviation Equivalent Word Abbreviation Equivalent Word Abbreviation Equivalent Word ADM Administrator(s), Administratrix EX Executor(s), Executrix PL Public Law AGMT Agreement FBO For the benefit of TR (As) trustee(s), for, of ART Article FDN Foundation U Under CH Chapter GDN Guardian(s) UA Under Agreement CUST Custodian for GDNSHP Guardianship UW Under will of, Of will of, Under last will & testament DEC Declaration MIN Minor(s) EST Estate, of Estate of PAR Paragraph For value received, ____________________ hereby sell(s), assign(s) and transfer(s) unto ________________________________ INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE _________________________________ PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE ____________________________ Depositary Shares represented by the within Receipt, and do(es) hereby irrevocably constitute and appoint ______________________ as Attorney to transfer the said Depositary Shares on the books of the within named Depositary with full power of substitution in the premises. Dated:

Holders of Receipts Are Parties. The Holders of Receipts from time to time shall be parties to this Deposit Agreement and shall be bound by all of the terms and conditions hereof and of the Receipts by acceptance of delivery thereof. Each Holder of Receipts shall become a party hereto upon acceptance by such Holder of Receipts Receipt of delivery of one or more Receipts issued in accordance with the terms hereof. [Remainder of page intentionally left blank; signature page follows.] The undersigned has Corporation and the Depositary have duly executed this Deposit Agreement as of the date first set forth above, and each Holder of Receipts shall become a party hereto upon acceptance by such Holder of Receipt of delivery of one or more Receipts issued in accordance with the terms hereof. MAGNUM HUNTER RESOURCES CORPORATION By: /s/ Xxxx Xxxxx X. Xxxxxxxx Xxxx Xxxxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxx Senior Xxxxxxxxxxxxxx Title: Executive Vice President & General Counsel The undersigned has executed this Deposit Agreement as of the date first set forth above. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC and Treasurer By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Senior Vice President [IF RESTRICTED SECURITIES ARE ISSUED: THE DEPOSITARY SHARES REPRESENTED BY THIS RECEIPT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933Unless this receipt is presented by an authorized representative of The Depository Trust Company, AS AMENDED (THE “SECURITIES ACT” ), OR ANY STATE SECURITIES LAWS. NEITHER THE DEPOSITARY RECEIPTS NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT. BY ITS ACQUISITION HEREOF, THE HOLDER AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THE DEPOSITARY SHARES REPRESENTED BY THIS RECEIPT PRIOR TO THE DATE AFTER THE ORIGINAL ISSUE DATE HEREOF ON WHICH THE DEPOSITARY SHARES MAY BE RESOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT (THE “RESALE RESTRICTION TERMINATION DATE”) ONLY (A) TO MAGNUM HUNTER RESOURCES CORPORATION (THE “CORPORATION”) OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (C) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE CORPORATION’S AND THE DEPOSITARY’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS RECEIPT IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE DEPOSITARY. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.] [IF GLOBAL RECEIPT IS ISSUED: UNLESS THIS RECEIPT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION a New York corporation (“DTC”), TO MAGNUM HUNTER RESOURCES CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFERto State Street Corporation or its agent for registration of transfer, EXCHANGEexchange, OR PAYMENTor payment, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE and any certificate issued is registered in the name of Cede & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF Co. or in such other name as is requested by an authorized representative of DTC (AND ANY PAYMENT IS MADE TO CEDE and any payment is made to Cede & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOFinasmuch as the registered owner hereof, CEDE Cede & CO.Co., HAS AN INTEREST HEREIN.has an interest herein. DEPOSITARY SHARES $ CUSIP [—] Certificate Number: Number of Depositary Shares: ISIN [—] Dividend Payment Dates: On Beginning June 15, 2014, each March 15, June 15, September 15 and December 15, in accordance with the last day terms of calendar day the Articles of each monthAmendment of Fixed-To-Floating Rate Non-Cumulative Perpetual Preferred Stock, beginning [·], 2012, when and as declared by the Board Series D of DirectorsState Street Corporation. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Depositary (the “Depositary”), hereby certifies that [ ] [Cede & Co.] Co. is the registered owner of [·] [ ] depositary shares DEPOSITARY SHARES (“Depositary Shares”), each Depositary Share representing 1/1,000th 1/4,000th of one share of 8% Series E Fixed-to-Floating Rate Non-Cumulative Convertible Perpetual Preferred Stock, Series D, liquidation preference $25,000 100,000 per share plus accrued and unpaid dividends thereonshare, without par value $0.01 per share (the “Series E D Preferred Stock”), of Magnum Hunter Resources State Street Corporation, a Delaware Massachusetts corporation (the “Corporation”), on deposit with the Depositary, subject to the terms and entitled to the benefits of the Deposit Agreement, Agreement dated as of November 2[—], 2012 2014 (the “Deposit Agreement”), among the Corporation, the Depositary and the Holders from time to time of the Depositary Receipts. By accepting this Depositary Receipt, the Holder hereof becomes a party to and agrees to be bound by all the terms and conditions of the Deposit Agreement. This Depositary Receipt shall not be valid or obligatory for any purpose or entitled to any benefits under the Deposit Agreement unless it shall have been executed by the Depositary by the manual or facsimile signature of a duly authorized officer or, if executed in facsimile by the Depositary, countersigned by a Registrar in respect of the Depositary Receipts by the manual or facsimile signature of a duly authorized officer thereof, and by the manual or facsimile signature of a duly authorized officer of the Corporation. MAGNUM HUNTER RESOURCES CORPORATION Dated: AMERICAN STOCK TRANSFER & AND TRUST COMPANY, LLC, as LLC Depositary By: By: Name: Authorized Officer Title: MAGNUM HUNTER RESOURCES STATE STREET CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH RECEIPTHOLDER WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A COPY OR SUMMARY OF THE CERTIFICATE ARTICLES OF DESIGNATIONS AMENDMENT OF 8% FIXED-TO-FLOATING RATE NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES E CUMULATIVE CONVERTIBLE PREFERRED STOCK D OF MAGNUM HUNTER RESOURCES CORPORATION. STATE STREET CORPORATION ANY SUCH REQUEST IS TO BE ADDRESSED TO THE DEPOSITARY NAMED ON THE FACE OF THIS RECEIPT OR TO THE CORPORATIONThe Corporation will furnish without charge to each receiptholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Corporation, and the qualifications, limitations or restrictions of such preferences and/or rights. Such request may be made to the Corporation or to the Registrar. The following abbreviations when used in the form of ownership on the face of this certificate shall be construed as though they were written out in full according to applicable laws or regulations. Abbreviations in addition to those appearing below may be used. Abbreviation Abbreviation Abbreviation Equivalent Word JT TEN As joint tenants, with right of survivorship and not as tenants in common TEN BY ENT As tenants by the entireties TEN IN COM As tenants in common UNIF GIFT MIN ACT Uniform Gifts to Minors Act Abbreviation Equivalent Word Abbreviation Equivalent Word Abbreviation Equivalent Word ADM Administrator(s), Administratrix EX Executor(s), Executrix PL Public Law AGMT Agreement FBO For the benefit of TR (As) trustee(s), for, of ART Article FDN Foundation U Under CH Chapter GDN Guardian(s) UA Under Agreement CUST Custodian for GDNSHP Guardianship UW Under will of, Of will of, Under last will & testament DEC Declaration MIN Minor(s) EST Estate, of Estate of PAR Paragraph For value received, ____________________ hereby sell(s), assign(s) and transfer(s) unto ________________________________ INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE _________________________________ PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE ____________________________ Depositary Shares represented by the within Receipt, and do(es) hereby irrevocably constitute and appoint ______________________ as Attorney to transfer the said Depositary Shares on the books of the within named Depositary with full power of substitution in the premises. Dated: