PERFORMANCE SHARE AND RESTRICTED STOCK UNIT AWARD NOTICE

EXHIBIT 10.6

ST. MARY LAND & EXPLORATION COMPANY

PERFORMANCE SHARE AND RESTRICTED STOCK UNIT AWARD NOTICE

[Date] 1

[Name and Address]

Dear [Name]:

Pursuant to the St. Mary Land & Exploration Company long term incentive program (“LTIP”) under the St. Mary Land & Exploration Company Equity Incentive Compensation Plan, as amended (the “Plan”), you have been awarded [Number] performance shares (the “Performance Shares”) and [Number] restricted stock units (the “Units”).  The Performance Shares represent the right to receive, upon settlement of the Performance Shares 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 and Restricted Stock Unit Award Agreement (the “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 relating to the Performance Shares may be from zero (0) to two (2.0) times the number of Performance Shares awarded.  Each Unit represents the right to receive one share of the Company’s common stock to be delivered upon settlement of the vested Units as set forth in the Agreement.  The Performance Shares and the Units are subject to all of the terms and conditions of the Plan and the Agreement, which are both incorporated herein in their entirety.