EX-24 2 poa.htm
Exhibit 24



 POSTROCK ENERGY CORPORATION



 Power of Attorney



            WHEREAS, the undersigned, in his or her capacity as a director or officer or both,

as the case may be, of PostRock Energy Corporation, a Delaware corporation (the "Company"),

may be required to file with the Securities and Exchange Commission (the "Commission") under

Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations

promulgated thereunder (collectively, the "Exchange Act"), Forms 3, 4 and 5 ("Forms") relating

to the undersigned's holdings of and transactions in securities of the Company;



            NOW, THEREFORE, the undersigned, in his or her capacity as a director or

officer or both, as the case may be, of the Company, does hereby appoint Stephen L. DeGiusti

and David Klvac, and each of them severally, as his or her true and lawful attorney-in-fact or

attorneys-in-fact and agent or agents with power to act with or without the other and with full

power of substitution and resubstitution, to execute in his or her name, place and stead, in his or

her capacity as a director or officer or both, as the case may be, of the Company, Forms and any

and all amendments thereto and any and all instruments necessary or incidental in connection

therewith, if any, and to file the same with the Commission and any stock exchange or similar

authority.  Each said attorney-in-fact and agent shall have full power and authority to do and

perform in the name and on behalf of the undersigned in any and all capacities, every act

whatsoever necessary or desirable to be done in the premises, as fully and to all intents and

purposes as the undersigned might or could do in person, the undersigned hereby ratifying and

approving the acts of said attorney.  The powers and authority of each said attorney-in-fact and

agent herein granted shall remain in full force and effect until the undersigned is no longer

required to file Forms under the Exchange Act with respect to securities of the Company, unless

earlier revoked by the undersigned by giving written notice of such revocation to the Company.

The undersigned acknowledges that the said attorneys-in-fact, in serving in such capacity at the

request of the undersigned, are not assuming, nor is the Company assuming, any of the

undersigned's responsibilities to comply with Section 16 of the Exchange Act.



            IN WITNESS WHEREOF, the undersigned has executed this instrument this 9th

day of March, 2010.





                                          /s/ David C. Lawler









HOU03:1232500.1