Mr. Finley, age 55, worked for Baker Hughes Incorporated from 1982 to 2006, serving as Senior Vice President, Finance & Administration and Chief Financial Officer from 1999 to 2006.  Mr. Finley also serves as a director and audit committee chairman for Ocean Rig ASA (a Norwegian-based drilling contractor).  Mr. Finley is a certified public accountant and a member of the American Institute of Certified Public Accountants.

Establishment of a Compensation Committee

On November 20, 2006, the Board established a compensation committee, which is charged with matters pertaining to the compensation of directors, officers and other personnel of UCO GP, LLC, the review, approval and administration of any incentive plans put in place by UCO GP, LLC or the Partnership and such other related matters as may be directed by the Board.  Mr. Finley, Mark A. McCollum and James G. Crump were appointed to the compensation committee, with Mr. Finley serving as the chair.

Establishment of Non-Employee Director Compensation

On and effective November 20, 2006, the Board established the compensation for non-employee directors of UCO GP, LLC.  Officers or employees of UCO GP, LLC or its affiliates who also serve as directors are not entitled to receive additional compensation for their service as a director of UCO GP, LLC.  The compensation for non-employee directors of UCO GP, LLC consists of the following components:

·      An annual retainer of $25,000;

·                  Annual phantom unit compensation of $40,000 pursuant to the Partnership’s Long-Term Incentive Plan;

·                  An annual retainer for the chairs of the audit committee, conflicts committee and compensation committee of $10,000, $5,000 and $5,000, respectively;

·                  A fee per Board meeting of $1,000 if attended in person or $500 if attended telephonically;

·                  A fee per committee meeting for each committee member who is a chairperson of $1,500, whether attended in person or telephonically; and

·                  A fee per committee meeting for each committee member who is a non-chairperson of $1,000 if attended in person or $500 if attended telephonically.

On November 20, 2006, the Board granted 1,607 phantom units under the Long-Term Incentive Plan to Mr. Finley.  Messrs. Crump and McCollum previously received grants of 2,000 phantom units in connection with the completion of the Partnership’s initial public offering in October 2006.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.