POWER
OF ATTORNEY
Know all by these presents, that the
undersigned hereby constitutes and appoints each of Brenda L. Schohn, James C.
Robertson, Karin M. Writer, and C. Mark Brannum, or any one of them acting
singly, and with full power of substitution, the undersigned's true and lawful
attorney-in-fact to:
(1) execute
for and on behalf of the undersigned, in the undersigned's capacity as an
officer and/or director of St. Mary Land & Exploration Company (the
“Company”), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder;
(2) do
and perform any and all acts for and on behalf of the undersigned which may be
necessary or desirable to complete and execute any such Form 3, 4, or 5,
complete and execute any amendment or amendments thereto, and timely file such
form with the United States Securities and Exchange Commission and any
securities exchange or similar authority; and
(3) take
any other action of any type whatsoever in connection with the foregoing which,
in the opinion of such attorney-in-fact, may be of benefit to, in the best
interest of, or legally required by, the undersigned, it being understood that
the documents executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The
undersigned hereby grants to each such attorney-in-fact full power and authority
to do and perform any and every act and thing whatsoever requisite, necessary,
or proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the undersigned might or could
do if personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned’s responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.
This
Power of Attorney shall remain in full force and effect until the undersigned is
no longer required to file Forms 3, 4, and 5 with respect to the undersigned's
holdings of and transactions in securities issued by the Company, unless earlier
revoked by the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.
IN
WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 24th day of September, 2008.
/s/ Mark A.
Hellerstein
CONFIRMING
STATEMENT
This Statement confirms that the
undersigned, Mark A. Hellerstein, has authorized and designated each of Brenda
L. Schohn, Karin M. Writer, James C. Robertson, and C. Mark Brannum, signing
singly, to execute and file on the undersigned's behalf all Forms 3, 4,
and 5 (including any amendments thereto) that the undersigned may be required to
file with the U.S. Securities and Exchange Commission as a result of the
undersigned's ownership of or transactions in securities of St. Mary Land &
Exploration Company. The authority of each of Brenda L. Schohn, Karin M. Writer,
James C. Robertson, and C. Mark Brannum under this Statement shall continue
until the undersigned is no longer required to file Forms 3, 4, and 5 with
regard to the undersigned’s ownership of or transactions in securities of St. Mary Land &
Exploration Company, unless earlier revoked in writing. The undersigned
acknowledges that neither Brenda L. Schohn, Karin M. Writer, James C. Robertson
nor C. Mark Brannum is assuming any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934.
Dated: September
24,
2008 /s/
Mark A. Hellerstein