EX-24.1 2 rrd307412_346991.htm POWER OF ATTORNEY

rrd307412_346991.html

                                                                    Exhibit 24.1

                               POWER OF ATTORNEY
                        FOR EXECUTING FORMS 3, 4 AND 5,
                       FORM 144 AND SCHEDULE 13D AND 13G

The undersigned  hereby constitutes  and appoints  each of  the Chief  Financial
Officer, Corporate Counsel and  Secretary and Controller of  Midstates Petroleum
Company,  Inc.  (the  "Company"),  with  full  power  of  substitution,  as  the
undersigned's true and lawful attorneys-in-fact to:

     (1) Execute for and  on behalf of the  undersigned (a) any Form  3, Form  4
     and Form 5 (including amendments thereto) in accordance with Section  16(a)
     of the Securities  Exchange Act of  1934, as amended  (the "Exchange Act"),
     (b) Form 144  and (c) Schedule  13D and Schedule  13G (including amendments
     thereto) in accordance with Sections  13(d) and 13(g) of the  Exchange Act,
     but only to the extent each  form or schedule relates to the  undersigned's
     beneficial  ownership  of  securities  of   the  Company  or  any  of   its
     subsidiaries;

     (2) Do and perform  any and all acts  for and on behalf  of the undersigned
     that may be necessary or desirable to complete and execute any Form 3, Form
     4, Form 5, Form 144, Schedule Act 13D or Schedule 13G (including amendments
     thereto) and  timely file  the forms  or schedules  with the Securities and
     Exchange  Commission  and  any stock  exchange  or  quotation system,  self
     -regulatory  association or  any other  authority, and  provide a  copy as
     required by law or advisable to such persons as the attorney-in-fact  deems
     appropriate; and

     (3) Take any  other action in  connection with the  foregoing that, in  the
     opinion of the attorney-in-fact, may be of benefit to, in the best interest
     of or  legally required  of the  undersigned, it  being understood that the
     documents executed  by the  attorney-in-fact on  behalf of  the undersigned
     pursuant to this Power of Attorney  shall be in the form and  shall contain
     the  terms  and  conditions  as the  attorney-in-fact  may  approve  in the
     attorney-in-fact's  discretion.

The   undersigned  hereby   grants  to    the attorneys-in-fact  full power  and
authority to do and perform all and  every act requisite, necessary or proper to
be done  in the  exercise of  any of  the rights  and powers  herein granted, as
fully to  all intents  and purposes   as the  undersigned might  or could  do if
personally  present,  with full  power  of substitution  or  revocation,  hereby
ratifying and  confirming all that   the attorneys-in-fact shall lawfully do  or
cause  to be done by virtue of  this Power  of  Attorney  and  the  rights   and
powers  granted   herein.    The  undersigned acknowledges   that the  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.

The  undersigned  agrees  that  the  attorneys-in-fact  may  rely  entirely   on
information  furnished  orally or  in  writing by  or  at the  direction  of the
undersigned to the attorneys-in-fact.  The undersigned also agrees to  indemnify
and hold  harmless the  Company. and  the attorneys-in-fact  against any losses,
claims, damages or liabilities (or actions in these respects) that arise out  of
or are based upon any untrue  statements or omissions of necessary facts  in the
information provided by or at the direction of the undersigned, or upon the lack
of timeliness  in the  delivery of  information by  or at  the direction  of the
undersigned, to the attorneys-in fact for purposes of executing,  acknowledging,
delivering  or filing  a Form  3, Form  4, Form  5, Form  144, Schedule  13D or
Schedule 13G (including amendments thereto) and agrees to reimburse the  Company
and the attorneys-in-fact on demand  for any legal or other  expenses reasonably
incurred in connection  with investigating or  defending against any  such loss,
claim, damage, liability or action.

This  Power  of  Attorney  shall  remain in  full  force  and  effect  until the
undersigned is  no longer  required to  file Form  3, Form  4, Form 5, Form 144,
Schedule 13D and Schedule 13G (including amendments thereto) with respect to the
undersigned's holdings of and transactions in securities issued by the  Company,
unless earlier revoked by the undersigned  in a signed writing delivered to  the
attorneys-in-fact.  This Power  of Attorney does  not revoke any  other power of
attorney that the undersigned has previously granted.

IN WITNESS  WHEREOF, the  undersigned has  caused this  Power of  Attorney to be
executed as of the date written below.

First Reserve GP XII Limited

By:     /s/ Anne E. Gold
        -----------------------------------
Name:   Anne E. Gold
Title:  Chief Compliance Officer, Secretary
Date:   March 14, 2012