EX-24. 2 rrd299834_338589.htm POWER OF ATTORNEY rrd299834_338589.html
Power of Attorney


        WHEREAS, the undersigned is a director or officer or both of Cabot Oil & Gas
Corporation, a Delaware corporation (the "Company"), and therefore may be subject to
the reporting requirements of Section 16(a) of the Securities and Exchange Act of 1934,
as amended (the "Act"), and the rules and regulations of Securities and Exchange
Commission (the "Commission") promulgated thereunder and accordingly obligated to
file with the Commission statements on Form 3, Form 4 and Form 5;

        NOW, THEREFORE, the undersigned does hereby appoint Scott C. Schroeder,
Vice President, Chief Financial Officer and Treasurer, her true and lawful attorney-in-
fact and agent with power to act for her and in her name, place and stead, in any and all
capacities, to sign statements on Form 3, Form 4 and Form 5, in accordance with
Section 16(a) of the Act and the rules and regulations of the Commission promulgated
thereunder, and all instruments necessary or incidental in connection therewith and to
file the same with the Commission and with any national stock exchange, and to take
any and all other actions in connection with the foregoing which such attorney-in-fact
shall consider necessary or appropriate. Such 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 such attorney-in-
fact and agent. This power of attorney shall remain in effect until the undersigned
ceases to be a director or officer or both of the Company. The undersigned
acknowledges that the foregoing attorney-in-fact and agent, in serving in such
capacities at the request of the undersigned, is not assuming any of the undersigned's
responsibilities under Section 16 of the Act.

        IN WITNESS WHEREOF, the undersigned has executed this instrument as of
the 14th day of February, 2012


/s/ Deidre L. Shearer
                                                Deidre L. Shearer
POA-Shearer 2012.docx