EXHIBIT
      10.35

     

    SUMMARY
      OF COMPENSATION ARRANGEMENTS FOR

    NON-EMPLOYEE
      DIRECTORS

     

    The
      following is a summary of the standard compensation arrangements for the
      non-employee members of the Board of Directors of St. Mary Land &
Exploration Company (the “Company”) for 2006.

     

    For
      service for the fiscal period from May 25, 2005 through approximately May 17,
      2006, the total annual target compensation for each non-employee director is
      approximately $140,000. As discussed below, the actual value of compensation
      may
      be higher or lower depending on the results of the restricted stock unit (“RSU”)
      component of director compensation.

    


    
      	A.    	
              The
                cash component of the compensation for non-employee directors is
                as
                follows:

            


    

    


    
      	
            	1.	
              Payment
                of $750 for each Board meeting
                attended.

            


    

    


    
      	 	
              2.

            	
              Directors
                serving on a committee are paid $600 for each committee meeting attended
                and $375 for each telephonic committee
                meeting.

            


    

    


    
      	 	
              3.

            	
              Directors
                are reimbursed for expenses incurred in attending Board and committee
                meetings.

            


    

    


    
      	
              B.

            	
              The
                equity-based compensation for non-employee directors is comprised
                of two
                components:

            


    

    


    
      	
            	1.	
              A
                retainer payable upon election to the Board by the stockholders valued
                at
                approximately $60,000. In May 2005 this resulted in the grant to
                each
                non-employee director of 2,321 restricted shares of the Company’s common
                stock issued under the Company’s Non-Employee Director Stock Compensation
                Plan.

            


    

    


    
      	
            	2.	
              An
                RSU grant that will be issued in the first quarter of 2006 based
                on the
                following formula:

            


    

    


    
      	 	
              a.

            	
              The
                dollar base to determine the number of RSUs to be issued will be
                the
                average of CEO and COO Peer Group Compensation divided by
                3.5;

            


    

    


    
      	 	
              b.

            	
              This
                quotient will be multiplied by the average cash bonus percentage
                for the
                Company’s CEO and COO;

            


    

    


    
      	 	
              c.

            	
              This
                product will be multiplied by the 4X multiplier that is applied to
                calculate the Company’s CEO and COO RSU grants;
                and

            


    

    


    
      	 	
              d.

            	
              The
                resultant dollar amount will be divided by the average of the Company’s
                quarterly closing price over the performance year to determine the
                number
                of RSUs to be issued.

            


    

    


    Vesting
      will be 25% upon issuance and 25% on each of the next three anniversary
      dates.

    


    
      	
              C.

            	
              The
                committee chairs will receive the following cash payments in recognition
                of the additional workload of their respective committee assignments.
                These amounts are to be paid at the beginning of the annual service
                period.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	1.	
              Audit
                Committee - $15,000

            


    

    


    
      	
            	2.	
              Compensation
                Committee - $5,000

            


    

    


    
      	
            	3.	
              Nominating
                and Corporate Governance Committee -
                $5,000

            


    

     

     

    
      
        
        

      

      
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