**Exhibit 24**

 

 

**POWER OF ATTORNEY**

 

 

Each of the undersigneddirectors and/or officers of Carbon Energy Corporation (the “Company”) herebyauthorizes Patrick R. McDonald and Kevin D. Struzeski, and each of them, astheir true and lawful attorneys-in-fact and agents (1) to sign in the name ofthe undersigned and file with the Securities and Exchange Commission theCompany’s annual report on Form 10-K, for the fiscal year ended December 31,2002, and any amendments to such annual report; and (2) to take any and allactions necessary or required in connection with such annual report to complywith the Securities Exchange Act of 1934, as amended, and the rules andregulations of the Securities and Exchange Commission promulgated thereunder.

 

 
| **Signature**               |   |   | **Title**                              |   | **Date**       |   |
|-----------------------------|--------|--------|----------------------------------------|--------|----------------|--------|
|                        |   |   |                                   |   |
| /s/ Patrick R. McDonald     |   |   | Director,  President and               |   | March 14, 2003 |   |
| Patrick R. McDonald         |   |   | Chief Executive  Officer               |   |           |   |
|                        |   |   |                                   |   |           |   |
|                        |   |   |                                   |   |           |   |
| /s/ Kevin D. Struzeski      |   |   | Treasurer and  Chief Financial Officer |   | March 14, 2003 |   |
| Kevin D. Struzeski          |   |   |                                   |   |           |   |
|                        |   |   |                                   |   |           |   |
|                        |   |   |                                   |   |           |   |
| /s/ Cortlandt S. Dietler    |   |   | Director                               |   | March 18, 2003 |   |
| Cortlandt S. Dietler        |   |   |                                   |   |           |   |
|                        |   |   |                                   |   |           |   |
|                        |   |   |                                   |   |           |   |
| /s/ David H. Kennedy        |   |   | Director                               |   | March 22, 2003 |   |
| David H. Kennedy            |   |   |                                   |   |           |   |
|                        |   |   |                                   |   |           |   |
|                        |   |   |                                   |   |           |   |
| /s/ Bryan H. Lawrence       |   |   | Director                               |   | March 18, 2003 |   |
| Bryan H. Lawrence           |   |   |                                   |   |           |   |
|                        |   |   |                                   |   |           |   |
|                        |   |   |                                   |   |           |   |
| /s/ Peter A. Leidel         |   |   | Director                               |   | March 18, 2003 |   |
| Peter A. Leidel             |   |   |                                   |   |           |   |
|                        |   |   |                                   |   |           |   |
|                        |   |   |                                   |   |           |   |
| /s/ Harry A. Trueblood, Jr. |   |   | Director                               |   | March 18, 2003 |   |
| Harry A. Trueblood, Jr.     |   |   |                                   |   |           |   |
|                             |        |        |                                        |        |                |        |  |  |

 

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