Exhibit 10.9
  
 Re:
    
    Agreement and General Release
    Your Agreements




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
    
    The Age Discrimination in Employment Act of 1967, as amended;
    
    Title VII of the Civil Rights Act of 1964, as amended;
    
    The Americans with Disabilities Act of 1990, as amended;
    
    The Fair Labor Standards Act of 1938, as amended;
 AGREEMENT AND GENERAL RELEASE
    
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
    
    The Family and Medical Leave Act of 1993;
    
    The Employee Retirement Income Security Act of 1974 (ERISA), as amended
(non-vested rights);
    
    The Sarbanes-Oxley Act of 2002;
    
    The Occupational Safety and Health Act of 1970 (OSHA), as amended;
    
    The National Labor Relations Act (NLRA), as amended;
    
    The Immigration Reform and Control Act (IRCA), as amended;
    
    The Uniformed Services Employment and Reemployment Rights Act;
    
    The Employee Polygraph Protection Act;
    
    Texas Labor Code § 21.001, et seq.(Texas Employment Discrimination);
    
    Texas Labor Code § 61.001, et seq.(Texas Pay Day Act);
    
    Texas Labor Code § 62.002, et seq.(Texas Minimum Wage Act);
    
    Texas Labor Code § 401.001, et seq.specifically § 451.001 formerly
codified as Article 8307c of the Revised Civil Statutes (Texas Workers
Compensation Act and Discrimination Issues) (Retaliation);
    
    Texas Genetic Information and Testing Law;
    
    Texas Communicable Disease Law;
    
    Texas Voting Leave Law;
    
    Texas Political Activity Leave Law;
    
    Texas Jury Duty Leave Law;
    
    Texas Court Attendance and Witness Duty Leave Law;
    
    Texas Emergency Evacuation Volunteers Law;
    
    Texas Military Leave and Re-Employment Rights Law;
    
    Texas Coercion of Employee Trade Law;
    
    Texas Labor Relations Laws;
    
    Dallas, Texas Code of Ordinance Chapter 15B, §§ 15B-1 through 15B-6; Chapter
46, § 46-1 through 46-13;
    
    any other federal, state or local civil or human rights law or other local,
state or federal law, regulation or ordinance;
    
    any public policy, contract, tort, or common law (including without
limitation those relating to fraud, whistleblower, retaliation, negligent or
intentional conduct of any nature); or
    
    any allegation for damages, costs, fees, or expenses, including expert
witness and attorneys fees incurred in these matters; provided that nothing in
this Paragraph A.7. shall be deemed to (i) release the Company from its
obligations under Paragraph B below or (ii) affect any rights you may have as a
former officer or director of the Company under any D&O insurance policies of
the Company or to indemnification under the Companys organizational documents.
  AGREEMENT AND GENERAL RELEASE
    
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      th
 AGREEMENT AND GENERAL RELEASE
    
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General .
 The parties agree that this Agreement is performable in Texas and shall be interpreted in all
respects under the laws of the State of Texas (excluding its choice of law rules) and jurisdiction
and venue (location of any lawsuit) shall be solely in Harris County, Texas.
 THE PARTIES HAVE READ AND FULLY CONSIDERED THIS AGREEMENT AND THE GENERAL RELEASE LANGUAGE
HEREIN AND DESIRE TO ENTER INTO THIS AGREEMENT. HAVING ELECTED TO SIGN THIS AGREEMENT AND RECEIVE
THE CONSIDERATION DESCRIBED HEREIN, WAYNE P. HALL FREELY AND KNOWINGLY, AND AFTER DUE
CONSIDERATION, ENTERS INTO THIS AGREEMENT INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS HE HAS
OR MIGHT HAVE AGAINST THE COMPANY AND THOSE PERSONS AND ENTITIES DESCRIBED IN PARAGRAPH 6 ABOVE AS
OF THE DATE WAYNE P. HALL SIGNS THIS AGREEMENT.
 AGREEMENT AND GENERAL RELEASE
    
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Wayne P. HallDate
 Magnum Hunter Resources CorporationBy:Name:Title:Date AGREEMENT AND GENERAL RELEASE