X0203 3 2010-12-22 0 0001502012 QR Energy, LP QRE 0001429883 Powell Donald E 1401 MC KINNEY ST. SUITE 2400 HOUSTON TX 77010 1 0 1 0 Common Units 0 I See footnote The Reporting Person serves on the board of directors of, and holds an indirect membership intrest in, QA Global GP, LLC, which is the general partner of QA Holdings, LP, which is the sole member of QA GP, LLC, which is the general partner of The Quantum Aspect Partnership, LP ("QAP"). As of December 16, 2010, QAP directly holds a 99% limited partner interest in the Issuer. The Reporting Person disclaims beneficial ownership of such limited partner interest in excess of his indrect pecuniary intrest in such membership interest. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such limited partner interest for purposes of Section 16 or for any other purpose. /s/ Gregory S. Roden on behalf of Donald E. Powell 2010-12-28