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

2013 Short Term Incentive Bonus Plan
On February 5, 2013, the Compensation Committee of the Board of Directors (the "Board") of Eagle Rock Energy G&P, LLC (the "Company"), the general partner of the general partner of Eagle Rock Energy Partners, L.P. (including its subsidiaries, as and where applicable, the "Partnership"), recommended, and the Board approved, the Company's 2013 Short Term Incentive Bonus Plan (the "2013 Bonus Plan"). The 2013 Bonus Plan generally covers all regular, full-time employees who were (a) employed during 2013, (b) hired prior to October 1, 2013, and (c) who are active full-time employees at the time of the bonus payment. Each eligible participant is assigned and notified of a target bonus percentage which, when multiplied by the participant's "annual gross base wage earnings" (as defined in the 2013 Bonus Plan), represents the target bonus that may be earned based upon the achievement of 100% of the Partnership's enterprise goals and 100% of such eligible participant's performance goals. Participants may earn more or less than their target bonus, depending on the ultimate performance attained at the enterprise and individual level. Partnership enterprise goals include certain financial, operational and safety goals. Bonus amounts earned under the 2013 Bonus Plan are expected to be paid to eligible participants in March 2014. A copy of the 2013 Bonus Plan is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
10.1* Eagle Rock Energy G&P, LLC 2013 Short Term Incentive Bonus Plan
* Certain confidential portions of this exhibit were omitted. This exhibit, with the omitted information, has been filed separately with the U.S. Securities and Exchange Commission pursuant to an Application for Confidential Treatment under Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

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