exhibit105.htm


    EXHIBIT
10.5

    


    


    ST. MARY LAND &
EXPLORATION COMPANY

    


    PERFORMANCE SHARE AWARD
NOTICE

    


    [Date]1

    


    Dear
[Name]:

    


    Pursuant
to the St. Mary Land & Exploration Company long term incentive program
(“LTIP”) under the St. Mary Land & Exploration Company 2006 Equity Incentive
Compensation Plan, as amended (the “Plan”), you have been awarded [Number]
Performance Shares (the “Performance Shares”).  The Performance Shares
represent the right to receive, upon settlement of the award after the
completion of the Performance Period set forth below, a number of shares of the
Company’s common stock that will be calculated as set forth in the attached
Performance Share Award Agreement based on the Company’s performance for the
Performance Period and the extent to which the Performance Shares are
vested.  That number of shares may be from zero (0) to two (2.0) times
the number of Performance Shares awarded.  The Performance Shares are
subject to all of the terms and conditions of the Plan and the attached
Performance Share Award Agreement, which are both incorporated herein in their
entirety.

     

    
      	
              Awarded
      To:

            	
              [Name]

            
	
              Award
      Date:

            	
              [Award
      Date]

            
	
              Number
      of Performance Shares:

            	
              [Number]

            
	
              Performance
      Period:

            	
              The
      three-year period beginning on [Date] and ending 

              on
      [Date]

            
	
              Vesting
      Schedule:

            	
              The
      Performance Shares will vest 1/7th
      on [Vesting 

              Date],
      2/7ths
      on [Vesting Date], and 4/7ths
      on [Vesting 

              Date],
      provided that on such vesting date you are then employed by the Company or
      a subsidiary, as follows:

              1/7th
      (approximately 14.3%) on [Vesting Date]

              2/7ths
      (approximately 28.6%) on [Vesting Date]

              4/7ths
      (approximately 57.1%) on [Vesting Date]

              In
      addition, the Performance Shares may become fully 

              vested
      or be forfeited under certain circumstances 

              specified
      in the Performance Share Award Agreement.

            
	
              Settlement
      Date:

            	
              [Settlement
      Date]

            


    

     

    1  Items in brackets
are features that may vary among individual awards.


    
      
         

      

      
         

        
        

      

      
         

      

    

    By your
signature below, you hereby acknowledge receipt of the Performance Shares
awarded on the date shown above, which have been awarded to you under the terms
and conditions of the Plan and the attached Performance Share Award
Agreement.  You further acknowledge receipt of a copy of the Plan
(posted on STMonline), a prospectus for the Plan (posted on STMonline) and the
Performance Share Award Agreement, and agree to conform to all of the terms and
conditions of the Performance Shares, the Plan and the Performance Share Award
Agreement.

     

    Execution
of a written instrument for purposes of this award may be evidenced by any
appropriate form of electronic signature or affirmative email or other
electronic response attached to or logically associated with such written
instrument, which is executed or adopted by a party with an indication of the
intention by such party to execute or adopt such instrument for purposes of
execution thereof.

     

    COMPANY:

     

    ST. MARY
LAND & EXPLORATION COMPANY,

    a
Delaware corporation

     

    


     

    By:  _________________________________________

     

    Printed
Name:  ________________________________

     

    Title:  _______________________________________

     

    Date
Signed:  _________________________________

     

    


     

    PARTICIPANT:

     

    


     

    Signature:  ___________________________________

     

    Printed
Name:  _______________________________

     

    Date
Signed:  _________________________________

     

    


     

    


     

    Attachment:  Performance
Share Award Agreement

     

    2