Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On February 13, 2013, the Compensation Committee (the "Committee") of the Board of Directors of Eagle Rock Energy G&P, LLC (the "Company"), the general partner of the general partner of Eagle Rock Energy Partners, L.P., approved certain increases to base salaries of the Company's officers, including its named executive officers, to be effective April 1, 2013, in order to continue to target the market median in total direct compensation. Pearl Meyers & Partners, an independent compensation consultant engaged by the Committee, assisted the Committee in gathering information and data regarding executive compensation within the market in which the Company competes for executive talent and advised the Committee as to potential adjustments to base salaries of the Company's officers, including its named executive officers, and the resulting impact on bonus targets and overall target total direct compensation, in an effort to ensure the Company continues to target the market median.
The Company's current named executive officers are as follows: (1) Joseph A. Mills, Chairman of the Board and Chief Executive Officer; (2) Jeffrey P. Wood, Senior Vice President and Chief Financial Officer; (3) Charles C. Boettcher, Senior Vice President, General Counsel, Chief Compliance Officer and Secretary;
(4) Joseph E. Schimelpfening, Senior Vice President, Upstream Business; and (5) Steven G. Hendrickson, Senior Vice President, Technical Evaluations. The Committee approved the following increases to base salaries of each of the named executive officers, to be effective April 1, 2013:

Officer Previous Base Salary New Base Salary Resulting Salary Increase Mr. Mills $560,000 $570,000 2% Mr. Wood $320,000 $340,000 6% Mr. Boettcher $290,000 $330,000 14% Mr. Schimelpfening $290,000 $315,000 9% Mr. Hendrickson $260,000 $300,000 15%

Although the Committee did not change the Target Bonus Percentages for the Company's officers, including its named executive officers, under the Company's 2013 Short Term Incentive Bonus Plan, such officers' bonus targets will be higher on account of higher annual wage earnings from April 1, 2013 to the end of the year.
The base salary increases for officers, including the named executive officers, will be effective coincident with annual salary increases for other employees of the Company on April 1, 2013.

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