Summary of ST MARY LAND & EXPLORATION CO

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Stockholder Approval of Amendments to 2006 Equity Incentive Compensation Plan.

At the 2009 annual meeting of stockholders of St. Mary Land & Exploration Company (the "Company") held on May 20, 2009, the Company's stockholders approved amendments to the St. Mary Land & Exploration Company 2006 Equity Incentive Compensation Plan, which as part of the amendments was renamed the Equity Incentive Compensation Plan (as amended, the "Plan"). Such amendments were previously adopted by the Board of Directors of the Company (the "Board"), upon review and recommendation by the Compensation Committee of the Board, subject to stockholder approval.

The Plan was amended to increase the stated total number of shares of the Company's common stock authorized for issuance pursuant to awards under the Plan from 3,500,000 shares to 6,000,000 shares. Additionally, the Plan was amended to change the fungible share counting provisions of the Plan to provide that "full share awards" under the Plan, which are awards other than stock options or stock appreciation rights, made after May 20, 2009, will be counted against the total share authorization limit as 1.43 shares for every one share issued.

In summary, the Plan provides for the grant of restricted stock, restricted stock units, nonqualified stock options, incentive stock options, stock appreciation rights, performance shares, performance units and stock based awards to key employees, consultants, and members of the Board or any affiliate of the Company who are selected by the Compensation Committee to receive equity-based incentive compensation under the Plan.

The foregoing summary of the Plan is subject to, and qualified in its entirety by, the complete text of the Plan, which is filed as Exhibit 10.1 to this report and is incorporated herein by reference.