Rosetta Resources (ROSE)

Compensation of Directors

Effective after the 2006 shareholders meeting, we will pay each of our non-employee directors an annual retainer of $35,000. In addition, the chairperson of the Audit Committee is paid an annual retainer of $15,000, the chairperson of the Compensation Committee is paid an annual retainer of $10,000, and the chairperson of the Nominating & Corporate Governance Committee is paid an annual retainer of $5,000. Non-employee directors are paid an attendance fee of $1,500 for each Board meeting attended in person, an attendance fee of $1,000 for each committee meeting attended in person (except for attendance at meetings of the Audit Committee, for which

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the director is paid $1,250), and an attendance fee of $1,000 for each Board or committee meeting attended telephonically. We will reimburse all directors for reasonable expenses incurred while attending Board and committee meetings.

Any non-employee director may elect to receive a grant of shares of our common stock in lieu of the annual retainer fees as a Board member and chairperson. The number of shares is determined by dividing the fee amount by the fair market value (the average of the high and low trading price) of our common stock on the day that said fees are to be paid, which will generally be within ten business days after the annual shareholders meeting.

Upon joining our Board in July 2005, Messrs. Patteson, Beckler and Houston, as non-employee directors, each received fully vested options to purchase 10,000 shares of our common stock for a ten-year term at an exercise price of $16, which was the price of our common stock on the date of grant. Also, Messrs. Patteson, Beckler and Houston each received a grant of 1,800 shares of restricted stock, with vesting to occur in three installments: 25% one year after the date of grant, an additional 25% two years after grant and the remaining 50% three years after the date of grant.

Subsequent to each shareholders meeting at which a director is elected or reelected, beginning with the shareholders meeting in June 2006, he/she will receive an additional grant of (i) a fully vested option to purchase 5,000 shares of our common stock for a ten-year term at the fair market value on the date of the shareholders meeting, and (ii) a grant of 3,500 shares of restricted stock, with vesting to occur in three installments: 25% one year after the date of grant, an additional 25% two years after grant and the remaining 50% three years after the date of grant.

Mr. Berilgen receives no separate compensation for service on our Board of Directors, nor will any other of our officers who serve as directors in the future receive separate compensation.