THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Rosetta Resources Inc. (ROSE)

4/28/2006 Proxy Information

We have entered into employment agreements with each of our executive officers. See “Report of Compensation Committee on Executive Compensation – Employment Agreements and Other Arrangements” for a detailed description of those agreements. Additionally, we have entered into indemnification agreements with the members of our Board of Directors.

In July 2005, we acquired the domestic oil and natural gas business from Calpine Corporation. At the time of the closing of the transaction, Rosetta was a wholly-owned indirect subsidiary of Calpine. Upon closing of the transaction, Calpine no longer owned any of Rosetta common stock or other security. After closing the transaction, Calpine was not an affiliate of Rosetta.

In connection with the transaction with Calpine, Rosetta entered into certain contracts necessary to complete the transaction. Under a purchase and sale agreement, Rosetta completed the acquisition of the subsidiaries which held the domestic oil and natural gas properties. Rosetta currently has indemnification obligations and rights under the purchase and sale agreement. Rosetta entered into a gas purchase contract with an affiliate of Calpine under which Rosetta sells a substantial amount of its California natural gas production through 2009. Under the gas purchase contract, Rosetta has the right to sell to third parties if Calpine breaches its obligation to fund a daily margin account. Rosetta also entered into a gas marketing agreement under which an affiliate of Calpine provides gas marketing services for Rosetta’s sale of natural gas. Additionally, Rosetta entered into several contracts under which all obligations have been performed or the performance is immaterial to Rosetta’s business and operations.