X0202 3 2007-09-10 0 0001398664 Encore Energy Partners LP ENP 0001330357 Arms John W 777 MAIN STREET SUITE 1400 FORT WORTH TX 76102 0 1 0 0 SVP, Acquisitions Management Incentive Units 0 Common Units 77000 D Management incentive units vest in three equal installments beginning on the closing of an initial public offering of the common units of the issuer and on the first and second anniversary of such closing date. Management incentive units are convertible into common units upon the occurrence of any of the following events: (1) a change in control; (2) at the option of the holder, when the issuer's aggregate quarterly distributions to common unitholders over four consecutive quarters are at least $2.05 per unit; or (3) the holder's death or disability. A management incentive unit will initially be convertible into one common unit. The conversion rate per management incentive unit is equal to (x) the annualized distribution rate per management incentive unit immediately prior to conversion divided by (y) the annualized distribution rate per common unit. Not applicable. /s/ John W. Arms 2007-09-10