EX-24. 2 rrd281713_318090.htm POWER OF ATTORNEY OF W. MATT RALLS WITH ACKNOWLEDGMENT rrd281713_318090.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 Lisa A. Machesney,
Vice President, Managing Counsel and Corporate Secretary, his true and lawful
attorney-in-fact and agent with power to act for him and in his 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 1st day of June, 2011.


/s/ W. Matt Ralls
                                                W. Matt Ralls


POA-Ralls.doc

        ACKNOWLEDGEMENT

STATE OF TEXAS                

COUNTY OF HARRIS        

        Before me, L.A. Pickering, Notary Public, on this day personally appeared W.
Matt Ralls, known to me to be the person whose name is subscribed to the foregoing
instrument, and acknowledged to me that he executed the same for the purposes and
consideration therein expressed.

        Given under my hand and official seal this 1st day of June, 2011.

(SEAL)
                                __/s/ L.A. Pickering____________________
                                Notary Public in and for
                                Harris County, Texas

My Commission Expires:
11/08/2011