Exhibit
10.39


MARKWEST
HYDROCARBON, INC.


INDEMNIFICATION
AGREEMENT


THIS INDEMNIFICATION AGREEMENT (this “Agreement”)
is entered into as of the        day of
               ,
20   , by and between MARKWEST HYDROCARBON, INC., a Delaware
corporation (the “Company”) and the undersigned Director and/or Officer (“Indemnitees”).


RECITALS


A.                                   The
Company is aware that competent and experienced persons are increasingly
reluctant to serve or continue serving as directors or officers of companies
unless they are protected by comprehensive liability insurance and adequate
indemnification due to the increased exposure to litigation costs and risks
resulting from service to such companies that often bear no relationship to the
compensation of such directors or officers.


B.                                     The
statutes and judicial decisions regarding the duties of directors and officers
are often difficult to apply, ambiguous, or conflicting, and therefore often
fail to provide directors and officers with adequate, reliable knowledge of the
legal risks to which they are exposed or the manner in which they are expected
to execute their fiduciary duties and responsibilities.


C.                                     The
Company and the Indemnitees recognize that plaintiffs often seek damages in
such large amounts, and the costs of litigation may be so great (whether or not
the case is meritorious), that the defense and/or settlement of such litigation
can create an extraordinary burden on the personal resources of directors and
officers.


D.                                    The
Company believes that it is unreasonable for its directors, officers and agents
and the directors, officers and agents of its subsidiaries to assume the risk
of judgments and other expenses which may occur in cases in which the director,
officer or agent received no personal benefit or was not culpable.


E.                                      The
Company recognizes that the issues in controversy in litigation against a
director, officer or agent of a corporation such as the Company or its
subsidiaries are often related to the knowledge, motives and intent of such
director, officer or agent, that he or she is usually the only witness with
knowledge of the essential facts and exculpating circumstances regarding such
matters, and that the long period of time which usually elapses before the
trial or other disposition of such litigation often extends beyond the time
that the director, officer or agent can reasonably recall such matters and may
extend beyond the normal time for retirement for such director, officer or
agent with the result that he or she, after retirement or in the event of his
or her death, his or her spouse, heirs, executors or administrators may be
faced with limited ability and undue hardship in maintaining an adequate
defense, which may discourage such a director, officer or agent from serving in
that position.













F.                                      The
Board of Directors of the Company (the “Board”) has concluded that, to attract
and retain competent and experienced persons to serve as directors and officers
of the Company, it is not only reasonable and prudent but necessary to promote
the best interests of the Company and its stockholders for the Company to
contractually indemnify its directors and certain of its officers in the manner
set forth herein, and to assume for itself liability for expenses and damages
in connection with claims against such directors and officers in connection
with their service to the Company as provided herein.


G.                                     Section 145
of the General Corporation Law of the State of Delaware, under which the
Company is organized (“Section 145”), empowers the Company to
indemnify its directors, officers, employees and agents by agreement and to
indemnify persons who serve, at the request of the Company, as the directors,
officers, employees or agents of other corporations or enterprises, and
expressly provides that the indemnification provided by Section 145 is not
exclusive.


H.                                    The
Company desires and has requested the Indemnitees to serve or continue to serve
as a director and/or officer of the Company, and the Indemnitees only is
willing to serve, or to continue to serve, as a director and/or officer of the
Company if the Indemnitees is furnished the indemnity provided for herein by
the Company.


NOW, THEREFORE, in consideration of the
foregoing premises and the mutual covenants and agreements set forth below, the
parties hereto, intending to be legally bound, hereby agree as follows:


1.                                      Definitions.  For purposes of this Agreement, the
following terms shall have the corresponding meanings set forth below:


“Claim”
means a claim or action asserted by a Person in a Proceeding.


“Company
Action” means a Proceeding in which a Claim has been brought by or in the name
of the Company to procure a judgment in its favor.


“Covered
Entity” means the Company, any subsidiary or affiliate of the Company or any
other Person for which Indemnitees is or was or may be deemed to be serving at
the request of the Company, or any subsidiary of the Company, as a director,
officer, employee, controlling person, agent or fiduciary.


“Disinterested
Director” means, with respect to any determination contemplated by this
Agreement, any Person who, as of the time of such determination, is a member of
the Company’s board of directors but is not a party to any Proceeding then
pending with respect to any Indemnification Event.


“ERISA”
means Employee Retirement Income Security Act of 1974, as amended, or any
similar Federal statute then in effect.


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, or any similar
Federal statute then in effect.



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“Expenses” means
any and all direct and indirect fees and costs, retainers, court costs,
transcript costs, fees of experts, witness fees, travel expenses, duplicating,
printing and binding costs, telephone charges, postage and delivery service
fees and all other disbursements or expenses of any type or nature whatsoever
reasonably incurred by Indemnitees (including fees of investment bankers,
accountants and, subject to the limitations set forth in Section 3(c) below,
reasonable attorneys’ fees) in connection with or arising from an
Indemnification Event, including, without limitation: (i) the investigation or
defense of a Claim; (ii) being, or preparing to be, a witness or otherwise
participating, or preparing to participate, in any Proceeding; (iii)
furnishing, or preparing to furnish, documents in response to a subpoena or
otherwise in connection with any Proceeding; (iv) any appeal of any judgment,
outcome or determination in any Proceeding (including, without limitation, any
premium, security for and other costs relating to any cost bond, supersedes
bond or any other appeal bond or its equivalent); (v) establishing or enforcing
any right to indemnification under this Agreement (including, without
limitation, pursuant to Section 2(c) below), Delaware law or otherwise,
regardless of whether Indemnitees is ultimately successful in such action,
unless as a part of such action, a court of competent jurisdiction over such
action determines that each of the material assertions made by Indemnitees as a
basis for such action was not made in good faith or was frivolous; (vi)
Indemnitees’ defense of any Proceeding instituted by or in the name of the
Company under this Agreement to enforce or interpret any of the terms of this
Agreement (including, without limitation, costs and expenses incurred with
respect to Indemnitees counterclaims and cross-claims made in such action); and
(vii) any Federal, state, local or foreign taxes imposed on Indemnitees as a
result of the actual or deemed receipt of any payments under this Agreement,
including all interest, assessments and other charges paid or payable with
respect to such payments.


An “Indemnification
Event” shall be deemed to have occurred if Indemnitees was or is or becomes, or
is threatened to be made, a party to or witness or other participant in, or was
or is or becomes obligated to furnish or furnishes documents in response to a
subpoena or otherwise in connection with, any Proceeding by reason of the fact
that Indemnitees is or was or may be deemed a director, officer, employee,
controlling person, agent or fiduciary of any Covered Entity, or by reason of
any action or inaction on the part of Indemnitees while serving in any such
capacity (including, without limitation, rendering any written statement that
is a Required Statement or is made to another officer or employee of the
Covered Entity to support a Required Statement).


“Independent
Legal Counsel” means an attorney or firm of attorneys designated by the
Indemnitees that is satisfactory to a majority of the Disinterested Directors
(or, if there are no Disinterested Directors, the Company’s board of directors)
that is experienced in matters of corporate law and neither presently is, nor
in the twenty-four (24) months prior to such designation has been, retained to
represent: (i) the Company or Indemnitees in any matter material to either such
party, or (ii) any other party to the Proceeding giving rise to a claim for
indemnification hereunder.


“Losses”
means any and all losses, claims, damages, liabilities, judgments, fines,
penalties, settlement payments, awards and amounts of any type whatsoever
incurred by Indemnitees in connection with or arising from an Indemnification
Event.


“Organizational
Documents” means any and all organizational documents, charters or similar
agreements or governing documents, including, without limitation (i) with respect
to a corporation, its certificate of incorporation and bylaws, (ii) with
respect to a limited liability company, its operating agreement, and (iii) with
respect to a limited partnership, its partnership agreement.



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“Person”
means an individual, a partnership, a corporation, a limited liability company,
an association, a joint stock company, a trust, a joint venture, an
unincorporated organization or other enterprise or government or agency or
political subdivision thereof.


“Proceeding”
means any threatened, pending or completed claim, action, suit, proceeding,
arbitration or alternative dispute resolution mechanism, investigation (formal
or informal), inquiry, administrative hearing, appeal or any other actual,
threatened or completed proceeding, whether brought in the right of a Covered
Entity or otherwise and whether of a civil (including intentional or
unintentional tort claims), criminal, administrative, arbitrative or
investigative nature.


“Required
Statement” means a written statement of a Person that is required to be, and
is, filed with the SEC regarding the design, adequacy or evaluation of a
Covered Entity’s internal controls or the accuracy, sufficiency or completeness
of reports or statements filed by a Covered Entity with the SEC pursuant to federal
law and/or administrative regulations, including without limitation, the
certifications contemplated by Sections 302 and 906 of the Sarbanes-Oxley Act
of 2002, as amended, or any rule or regulation promulgated pursuant thereto.


“Reviewing
Party” means, with respect to any determination contemplated by this Agreement,
any one of the following: (i) a majority vote of a quorum consisting of the
Disinterested Directors; (ii) a committee consisting solely of Disinterested
Directors, even if such Persons would not constitute a quorum of the Company’s
board of directors, so long as such committee was designated by a majority of
the Disinterested Directors; (iii) in the absence of any Disinterested
Directors and upon the written consent of Indemnitees, the Company’s
stockholders; or (iv) Independent Legal Counsel (in which case, any
determination shall be evidenced by the rendering of a written opinion).


“SEC”
means the Securities and Exchange Commission.


“Securities
Act” means the Securities Act of 1933, as amended, or any similar Federal
statute then in effect.


2.                                      Indemnification.


(a)                                  Indemnification
of Losses and Expenses.  If an
Indemnification Event has occurred, then, subject to Section 9 below, the
Company shall indemnify and hold harmless Indemnitees, to the fullest extent
permitted by law, against any and all Losses and Expenses, provided the
Indemnitees acted in good faith and in a manner Indemnitees reasonably believed
to be in, or not opposed to, the best interests of the Company, and, with
respect to any criminal Proceeding, had no reasonable cause to believe
Indemnitees’ conduct was unlawful.  The
termination of any Proceeding by judgment, court order, settlement or
conviction or on plea of nolo contendere, or its equivalent, shall not, of
itself, create a presumption that Indemnitees (i) did not act in good faith in
a manner which he reasonably believed to be in, or not opposed to, the best
interests of the Company, or (ii) with respect to any criminal Proceeding, had
reasonable cause to believe that Indemnitees’ conduct was unlawful.  Any indemnification provided for herein shall
be made no later than forty-five (45) days after receipt by the Company of the
Notice as required by Section 3(a) below and subject additionally to Section 4
below.



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(b)                                 Limitation
with Respect to Company Actions. Notwithstanding the foregoing, the Company
shall not indemnify and hold harmless Indemnitees with respect to any Losses
(as opposed to Expenses) in connection with or arising from any Company
Action.  Furthermore, the Company shall
not indemnify and hold harmless Indemnitees with respect to any Expenses in
connection with or arising from any Company Action as to which the Indemnitees
shall have been finally adjudged to be liable to the Company by a court of
competent jurisdiction due to Indemnitees’ willful misconduct of a culpable
nature in the performance of Indemnitees’ duties to the Company, unless, and
then only to extent that, any court in which such Company Action was brought
shall determine upon application that, despite the adjudication of liability,
but in view of all the circumstances of the case, the Indemnitees is fairly and
reasonably entitled to Expenses for such indemnification as such court shall
deem proper.


(c)                                  Advancement
of Expenses.  The Company shall
advance Expenses to or on behalf of Indemnitees as soon as practicable, but in
any event not later than 20 days after written request therefore by Indemnitees
which request shall be accompanied by vouchers, invoices or similar evidence
documenting in reasonable detail the Expenses incurred or to be incurred by
Indemnitees.  The Indemnitees hereby
undertakes to repay such amounts advanced only if, and to the extent that, it
shall ultimately be determined that Indemnitees is not entitled to be indemnified
by the Company as authorized under Delaware law. In the event that the Company
fails to pay expenses as incurred by Indemnitees as required by this paragraph,
Indemnitees may seek mandatory injunctive relief from any court having
jurisdiction to require the Company to pay expenses as set forth in this
paragraph.  If Indemnitees seeks
mandatory injunctive relief pursuant to this paragraph, it shall not be a
defense to enforcement of the Company’s obligations set forth in this paragraph
that Indemnitees has an adequate remedy at law for damages.


(d)                                 Contribution.  If, and to the extent, the indemnification of
Indemnitees provided for in Section 2(a) above for any reason is held by a
court of competent jurisdiction not to be permissible for liabilities arising
under Federal securities laws or ERISA, then the Company, in lieu of
indemnifying Indemnitees under this Agreement, shall contribute to the amount
paid or payable by Indemnitees as a result of such Losses or Expenses (i) in
such proportion as is appropriate to reflect the relative benefits received by
the Covered Entities and all officers, directors or employees of the Covered
Entities other than Indemnitees who are jointly liable with Indemnitees (or
would be if joined in such Proceeding), on the one hand, and Indemnitees, on
the other hand, or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause (i) above but also the relative
fault of the Covered Entities and all officers, directors or employees of the
Covered Entities other than Indemnitees who are jointly liable with Indemnitees
(or would be if joined in such Proceeding), on the one hand, and the
Indemnitees, on the other hand, in connection with the action or inaction that
resulted in such Losses or Expenses, as well as any other relevant equitable
considerations.  The relative fault of
the Covered Entities and all officers, directors or employees of the Covered
Entities other than Indemnitees who are jointly liable with Indemnitees (or
would be if joined in such Proceeding), on the one hand, and Indemnitees, on
the other hand, shall be determined by reference to, among other things, the
degree to which their actions were motivated by intent to gain personal profit
or advantage, the degree to which their liability is primary or secondary, and
the degree to which their conduct is active or passive.  No Person found guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not found guilty of
such fraudulent misrepresentation.



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(e)                                  Actions
where Indemnitees is Deceased.  If an
Indemnification Event has occurred, and if prior to, during the pendency of or
after completion of a Proceeding Indemnitees dies, the Company shall indemnify
and hold harmless Indemnitees’ heirs, executors and administrators against any
and all Expenses and Losses to the extent Indemnitees would have been entitled
to indemnification pursuant to Sections 2(a) above if Indemnitees were
still alive.


3.                                      Indemnification
Procedures.


(a)                                  Notice
of Indemnification Event. 
Indemnitees shall give the Company notice as soon as practicable of any
Indemnification Event of which Indemnitees becomes aware, provided that any
failure to so notify the Company shall not relieve the Company of any of its
obligations under this Agreement, except if, and then only to the extent that,
such failure increases the liability of the Company under this Agreement.  In addition, Indemnitees shall give the
Company such information and cooperation as it may reasonably require and as
shall be within Indemnitees’ power.


(b)                                 Notice
to Insurers.  If, at the time the
Company receives notice of an Indemnification Event pursuant to Section 3(a)
above, the Company has liability insurance in effect which may cover such
Indemnification Event, the Company shall give prompt written notice of such
Indemnification Event to the insurers in accordance with the procedures set
forth in each of the applicable policies of insurance.  The Company shall thereafter take all
necessary or desirable action to cause such insurers to pay, on behalf of
Indemnitees, all amounts payable as a result of such Indemnification Event in
accordance with the terms of such policies; provided that nothing in this
Section 3(b) shall affect the Company’s obligations under this Agreement or the
Company’s obligations to comply with the provisions of this Agreement in a
timely manner as provided.


(c)                                  Selection
of Counsel.  If the Company shall be
obligated hereunder to pay or advance Expenses or indemnify Indemnitees with
respect to any Losses, the Company shall be entitled to assume the defense of
any related Claims, with counsel selected by the Company and approved by the
Indemnitees in Indemnitees’ reasonable discretion, upon the delivery to
Indemnitees of written notice of its election so to do.  After the retention of such counsel by the
Company, the Company will not be liable to Indemnitees under this Agreement for
any fees of other counsel subsequently incurred by Indemnitees with respect to
the defense of such Claims; provided that: (i) Indemnitees shall have the right
to employ counsel in connection with any such Claim at Indemnitees’ expense;
and (ii) if (A) the employment of counsel by Indemnitees has been previously
authorized by the Company, (B) counsel for Indemnitees shall have provided the
Company with written advice that there may reasonably be expected to exist a
conflict of interest between the Company and Indemnitees in the conduct of any
such defense, or (C) the Company shall not have in fact retained counsel to
assume the defense or shall not continue to retain such counsel to defend such
Claim, then the fees and expenses of Indemnitees’ counsel shall be at the
expense of the Company. The Company may not settle or compromise any claim or
consent to the entry of any judgment with respect to which indemnification is
being sought hereunder without the prior written consent of the Indemnitees
(such consent not to be unreasonably withheld).


4.                                      Determination
of Right to Indemnification.


(a)                                  Successful
Proceeding.  To the extent
Indemnitees has been successful, on the merits or otherwise, in defense of any
Proceeding referred to in Sections 2(a) or 2(b), the Company shall indemnify
Indemnitees against Losses and Expenses incurred by him in connection
therewith.  If



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Indemnitees is not
wholly successful in such Proceeding, but is successful, on the merits or
otherwise, as to one or more but less than all Claims in such Proceeding, the
Company shall indemnify Indemnitees against all Losses and Expenses actually or
reasonably incurred by Indemnitees in connection with each successfully
resolved Claim.


(b)                                 Other
Proceedings.  In the event that
Section 4(a) is inapplicable, the Company shall nevertheless indemnify
Indemnitees, unless, but then only to the extent that, a Reviewing Party chosen
pursuant to Section 4(c) determines that Indemnitees has not met the applicable
standard of conduct set forth in Sections 2(a) or 2(b), as applicable, as a
condition to such indemnification.


(c)                                  Reviewing
Party Determination. No such indemnification shall be made, however, unless
and until in each specific case there has been a determination that Indemnitees
has met the applicable standard of conduct set forth in Sections 2(a) or 2(b),
as applicable.  As a condition to any
such indemnification, a Reviewing Party chosen by the Company’s board of
directors shall make such determination, subject to the following:


(i)                                     A
Reviewing Party so chosen shall act in good faith to assure Indemnitees a
complete opportunity to present to such Reviewing Party Indemnitees’ case that
Indemnitees has met the applicable standard of conduct.


(ii)                                  Indemnitees
shall be deemed to have acted in good faith if Indemnitees’ action is based on
the records or books of account of a Covered Entity, including, without
limitation, its financial statements, or on information supplied to Indemnitees
by the officers or employees of a Covered Entity in the course of their duties,
or on the advice of legal counsel for a Covered Entity or on information or
records given, or reports made, to a Covered Entity by an independent certified
public accountant or by an appraiser or other expert selected with reasonable
care by a Covered Entity.  In addition,
the knowledge and/or actions, or failure to act, of any director, officer,
agent or employee of a Covered Entity shall not be imputed to Indemnitees for
purposes of determining the right to indemnification under this Agreement.  Whether or not the foregoing provisions of
this Section 4(c)(ii) are satisfied, it shall in any event be presumed that
Indemnitees has at all times acted in good faith and in a manner Indemnitees
reasonably believed to be in or not opposed to the best interests of the
Company.  Any Person seeking to overcome
this presumption shall have the burden of proof and the burden of persuasion,
by clear and convincing evidence.


(iii)                               If
a Reviewing Party chosen pursuant to this Section 4(c) shall not have made a
determination whether Indemnitees is entitled to indemnification within
forty-five (45) days after receipt by the Company of the request therefore, the
requisite determination of entitlement to indemnification shall be deemed to
have been made and Indemnitees shall be entitled to such indemnification,
absent (A) a misstatement by Indemnitees of a material fact, or an omission of
a material fact necessary to make Indemnitees’ statement not materially
misleading, in connection with the request for indemnification, or (B) a
prohibition of such indemnification under applicable law; provided, however,
that such 45-day period may be extended for a reasonable time, not to exceed an
additional fifteen (15) days, if the Reviewing Party in good faith requires
such additional time for obtaining or evaluating documentation and/or
information relating thereto; and provided, further, that the foregoing
provisions of this Section 4(c)(iii) shall not apply if (I) the determination
of entitlement to indemnification is to be made by the stockholders of the
Company, (II), a special meeting of stockholders is called by the board of
directors of the Company for such purpose with thirty (30) days



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after the
stockholders are chosen as the Reviewing Party, (III) such meeting is held for
such purpose within sixty (60) days after having been so called, and (IV)such
determination is made thereat.


(iv)                              Change
In Control.  If there has been such a
Change in Control of the Company, the Reviewing Party shall be the Independent
Legal Counsel.  The Company agrees that
if there is a Change in Control of the Company, then with respect to all
matters thereafter arising concerning the rights of Indemnitees to
Indemnification under this Agreement or any other agreement or under the
Company’s Certificate of Incorporation or Bylaws as now or hereafter in effect,
Independent Legal Counsel shall be selected by Indemnitees and approved by the
Company (which approval shall not be unreasonably withheld).  Such counsel, among other things, shall
render its written opinion to the Company and Indemnitees as to whether and to
what extent Indemnitees would be permitted to be indemnified under applicable
law and this Agreement and the Company agrees to abide by such opinion.  The Company agrees to pay the reasonable fees
of the Independent Legal Counsel referred to above and to fully indemnify such
counsel against any and all expenses (including attorneys’ fees), claims,
liabilities and damages arising out of or relating to this Agreement or its
engagement pursuant hereto.


For
purposes of this Section 4(c)(iv), a “Change in Control” shall mean a change in
ownership or control of the Company effected through any of the following
transactions:


(A)                              any “person”
or “group” (within the meaning of Sections 13(d) and 14(d)(2) of the Securities
Exchange Act of 1934 (the “1934 Act”), other than a trustee or other fiduciary
holding securities under an employee benefit plan of the Company, or John Fox
and his affiliates, being or becoming the “beneficial owner” (as defined in
Rule 13d-3 under the 1934 Act), directly or indirectly, of greater than fifty
percent (50%) of the outstanding voting stock of the Company; or


(B)                                at
any time during any period of three consecutive years (not including any period
prior to the effective date of this Plan), individuals who at the beginning of
such period constitute the Board of Directors (and any new director whose
election by the Board or whose nomination for election by the Company’s
stockholders was approved by a vote of at least two-thirds of the directors
then still in office who were either directors at the beginning of such period
or whose election or nomination for election was previously so approved)
ceasing for any reason to constitute a majority thereof; or


(C)                                the
stockholders of the Company approving a merger or consolidation of the Company
with any other corporation, other than a merger or consolidation which would
result in the voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) at least 80% of the
combined voting power of the voting securities of the Company or such surviving
entity outstanding immediately after such merger or consolidation, or an
agreement for the sale by the Company of all or substantially all of the
Company’s assets.


(d)                                 Appeal
to Court.  Notwithstanding a
determination by a Reviewing Party chosen pursuant to Section 4(c) that
Indemnitees is not entitled to indemnification with respect to a specific Claim
or Proceeding (an “Adverse Determination”), Indemnitees shall have the right to
apply to the Court of Chancery of Delaware, the court in which that Claim or
Proceeding is or was pending



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or any other court
of competent jurisdiction for the purpose of enforcing Indemnitees’ right to
indemnification pursuant to this Agreement, provided that Indemnitees shall
commence any such Proceeding seeking to enforce Indemnitees’ right to
indemnification within one (1) year following the date upon which Indemnitees
is notified in writing by the Company of the Adverse Determination.  In the event of any dispute between the
parties concerning their respective rights and obligations hereunder, the
Company shall have the burden of proving that the Company is not obligated to
make the payment or advance claimed by Indemnitees.


(e)                                  Presumption
of Success.  The Company acknowledges
that a settlement or other disposition short of final judgment shall be deemed
a successful resolution for purposes of Section 4(a) if it permits a party to
avoid expense, delay, distraction, disruption or uncertainty.  In the event that any Proceeding to which
Indemnitees is a party is resolved in any manner (other than by adverse judgment
against Indemnitees) including, without limitation, settlement of such
Proceeding with or without payment of money or other consideration, it shall be
presumed that Indemnitees has been successful on the merits or otherwise in
such Proceeding. Anyone seeking to overcome this presumption shall have the
burden of proof and the burden of persuasion, by clear and convincing evidence.


(f)                                    Expenses
Related to this Agreement. 
Notwithstanding any other provision in this Agreement to the contrary,
the Company shall indemnify Indemnitees against all Expenses incurred by
Indemnitees in connection with any Proceeding under this Section 4
involving Indemnitees and against all Expenses incurred by Indemnitees in
connection with any other Proceeding between the Company and Indemnitees
involving the interpretation or enforcement (subject to Section 10) of the
rights of Indemnitees under this Agreement unless a court of competent
jurisdiction finds that each of the claims and/or defenses of Indemnitees in
any such Proceeding was frivolous or made in bad faith.


5.                                      Additional
Indemnification Rights; Non-exclusivity.


(a)                                  Scope.
The Company hereby agrees to indemnify Indemnitees to the fullest extent
permitted by law, even if such indemnification is not specifically authorized
by the other provisions of this Agreement or any other agreement, the
Organizational Documents of any Covered Entity or by applicable law.  In the event of any change after the date of
this Agreement in any applicable law, statute or rule which expands the right
of an Delaware corporation to indemnify a member of its board of directors or
an officer, employee, controlling person, agent or fiduciary, it is the intent
of the parties hereto that Indemnitees shall enjoy by this Agreement the
greater benefits afforded by such change. In the event of any change in any
applicable law, statute or rule which narrows the right of an Delaware
corporation to indemnify a member of its board of directors or an officer,
employee, controlling person, agent or fiduciary, such change, to the extent
not otherwise required by such law, statute or rule to be applied to this
Agreement, shall have no effect on this Agreement or the parties rights and
obligations hereunder except as set forth in Section 9(a) hereof.


(b)                                 Non-exclusivity.  The rights to indemnification, contribution
and advancement of Expenses provided in this Agreement shall not be deemed
exclusive of, but shall be in addition to, any other rights to which
Indemnitees may at any time be entitled under the Organizational Documents of
any Covered Entity, any other agreement, any vote of stockholders or
Disinterested Directors, the laws of the State of Delaware or otherwise.  Furthermore, no right or remedy herein
conferred is intended to be exclusive of any other right or remedy, and every
other right and remedy 



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shall be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise.  The assertion of any right or remedy
hereunder or otherwise shall not prevent the concurrent assertion of any other
right or remedy.  The rights to
indemnification, contribution and advancement of Expenses provided in this
Agreement shall continue as to Indemnitees for any action Indemnitees took or
did not take while serving in an indemnified capacity even though Indemnitees
may have ceased to serve in such capacity.


6.                                      No
Duplication of Payments.


The
Company shall not be liable under this Agreement to make any payment of any
amount otherwise identifiable hereunder, or for which advancement is provided
hereunder, if and to the extent Indemnitees has otherwise actually received
such payment, whether pursuant to any insurance policy, the Organizational
Documents of any Covered Entity or otherwise (but specifically excluding any
payment received by the Indemnitees from any insurance policy maintained by or
for the benefit of such Indemnitees (other than the Company) so long as
Indemnitees does not by virtue thereof actually retain duplicative payments).


7.                                      Mutual
Acknowledgement.


Both
the Company and Indemnitees acknowledge that, in certain instances, Federal law
or public policy may override applicable state law and prohibit the Company
from indemnifying its directors and officers under this Agreement or otherwise.  For example, the Company and Indemnitees
acknowledge that the SEC has taken the position that indemnification is not
permissible for liabilities arising under certain Federal securities laws, and
Federal legislation prohibits indemnification for certain ERISA violations.  Indemnitees understands and acknowledges that
the Company has undertaken, or may be required in the future to undertake, with
the SEC to submit the question of indemnification to a court in certain circumstances
for a determination of the Company’s right under public policy to indemnify
Indemnitees, and any right to indemnification hereunder shall be subject to,
and conditioned upon, any such required court determination.


8.                                      Liability
Insurance.


(a)                                  Maintenance
of D&O Insurance.  The Company hereby
covenants and agrees that, so long as Indemnitees shall continue to serve as an
agent of the Company and thereafter so long as Indemnitees shall be subject to
any possible proceeding by reason of the fact that Indemnitees was an agent of
the Company, the Company, subject to Section 8(c), shall promptly obtain
and maintain in full force and effect directors’ and officers’ liability
insurance (“D&O Insurance”) in reasonable amounts from established
and reputable insurers, and the Company’s Organizational Documents shall at all
times provide for indemnification and exculpation of officers and directors to
the fullest extent permitted under applicable law.


(b)                                 Rights
and Benefits. In all policies of D&O Insurance, Indemnitees shall be
named as an insured in such a manner as to provide Indemnitees the same rights
and benefits as are accorded to the most favorably insured of the Company’s
officers and directors.  The Company
shall advise Indemnitees as to the general terms of, and the amounts of
coverage provide by, any liability insurance policy described in this Section 8
and shall promptly notify Indemnitees if, at any time, any such insurance
policy will no longer be maintained or the amount of coverage under any such
insurance policy will be decreased.



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(c)                                  Limitation
on Required Maintenance of D&O Insurance.  Notwithstanding the foregoing, the Company
shall have no obligation to obtain or maintain D&O Insurance if the Company
determines in good faith that such insurance is not reasonably available, the
premium costs for such insurance are disproportionate to the amount of coverage
provided, the coverage provided by such insurance is limited by exclusions so
as to provide an insufficient benefit, or Indemnitees is covered by similar
insurance maintained by a subsidiary of the Company.


9.                                      Exceptions.


Any
other provision herein to the contrary notwithstanding, the Company shall not
be obligated pursuant to the terms of this Agreement to indemnify Indemnitees:


(a)                                  against
any Losses or Expenses, or advance Expenses to Indemnitees, with respect to
Claims initiated or brought voluntarily by Indemnitees, and not by way of
defense (including, without limitation, affirmative defenses and
counterclaims), except (i) Claims to establish or enforce a right to indemnification,
contribution or advancement with respect to an Indemnification Event, whether
under this Agreement, any other agreement or insurance policy, the Company’s
Organizational Documents of any Covered Entity, the laws of the State of
Delaware or otherwise, (ii) if the Company’s board of directors has approved
specifically the initiation or bringing of such Claim. (iii) if such
indemnification is expressly required to be made by law, or (iv) if such
indemnification is provided by the Company, in its sole discretion, pursuant to
the powers vested in the Company under the General Corporation Law of the State
of Delaware;


(b)                                 against
any Losses or Expenses, or advance Expenses to Indemnitees, with respect to any
proceeding instituted by Indemnitees to enforce or interpret this Agreement, if
a court of competent jurisdiction determines that the material assertions made
by Indemnitees in such proceeding were not made in good faith or were
frivolous;


(c)                                  for
any amounts paid in settlement of a proceeding unless the Company consents to
such settlement, which consent shall not be unreasonably withheld;


(d)                                 against
any Losses or Expenses, or advance Expenses to Indemnitees, with respect to
Claims arising (i) with respect to an accounting of profits made from the
purchase and sale (or sale and purchase) by Indemnitees of securities of the
Company within the meaning of Section 16(b) of the Exchange Act or (ii)
pursuant to Sections 304 or 306 of the Sarbanes-Oxley Act of 2002, as amended,
or any rule or regulation promulgated pursuant thereto; or


(e)                                  if,
and to the extent, that a court of competent jurisdiction renders a final,
unappealable decision that such indemnification is not lawful.


10.                               Remedies
of Indemnitees.


(a)                                  Right
to Petition Court.  In the event that
Indemnitees makes a request for payment of Losses and Expenses or a request for
an advancement of Expenses and the Company fails to make such payment or
advancement in a timely manner pursuant to the terms of this Agreement,
Indemnitees may petition a court of law to enforce the Company’s obligations
under this Agreement.



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(b)                                 Burden
of Proof.  In any judicial proceeding
brought under this Section 10, the Company shall have the burden of proving by
clear and convincing evidence that Indemnitees is not entitled to payment of
Losses and Expenses hereunder.


(c)                                  Expenses.  The Company agrees to reimburse Indemnitees
in full for any Expenses incurred by Indemnitees in connection with
investigating, preparing for, litigating, defending or settling any action
brought by Indemnitees under this Section 10, or in connection with any claim
or counterclaim brought by the Company in connection therewith.


(d)                                 Validity
of Agreement.  The Company shall be
precluded from asserting in any Proceeding, including, without limitation, an
action under this Section 10, that the provisions of this Agreement are not
valid, binding and enforceable or that there is insufficient consideration for
this Agreement and shall stipulate in court that the Company is bound by all
the provisions of this Agreement.


(e)                                  Failure
to Act Not a Defense.  The failure of
the Company (including its Board of Directors or any committee thereof,
Independent Legal Counsel or stockholders) to make a determination concerning
the permissibility of the payment of Losses and Expenses or the advancement of
Expenses under this Agreement shall not be a defense in any action brought
under this Section 10, and shall not create a presumption that such payment or
advancement is not permissible.


11.                               Survival
of Rights.


(a)                                  All
agreements and obligations of the Company contained herein shall continue
during the period Indemnitees is an agent of the Company and shall continue
thereafter so long as Indemnitees shall be subject to any possible claim or
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, arbitrational, administrative or investigative, by reason of the fact
that Indemnitees was serving in the capacity referred to herein.


(b)                                 The
Company shall require any successor to the Company (whether direct or indirect,
by purchase, merger, consolidation or otherwise) or to all or substantially all
of the business or assets of the Company, expressly to assume and agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform if no such succession had taken place.


12.                               Miscellaneous.


(a)                                  Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall constitute an original.


(b)                                 Binding
Effect; Successors and Assigns.  This
Agreement shall be binding upon and inure to the benefit of and be enforceable
by the parties hereto and their respective successors and assigns (including
with respect to the Company, any direct or indirect successor by purchase,
merger, consolidation or otherwise to all or substantially all of the business
and/or assets of the Company) and with respect to Indemnitees, his or her
spouse, heirs, and personal and legal representatives.  The Company shall require and cause any
successor or assign (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all, substantially all, or a substantial part,
of the business and/or assets of the Company, to assume and agree to perform
this Agreement in the



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same manner and to
the same extent that the Company would be required to perform if no such
succession or assignment had taken place. 
This Agreement shall continue in effect with respect to Claims relating
to Indemnification Events regardless of whether Indemnitees continues to serve
as a director, officer, employee, controlling person, agent or fiduciary of any
Covered Entity.


(c)                                  Notice.  All notices and other communications required
or permitted hereunder shall be in writing, shall be effective when given, and
shall in any event be deemed to be given (i) five (5) days after deposit with
the U.S. Postal Service or other applicable postal service, if delivered by
first class mail, postage prepaid, (ii) upon delivery, if delivered by hand,
(iii) one (1) business day after the business day of deposit with Federal
Express or similar, nationally recognized overnight courier, freight prepaid,
or (iv) one (1) business day after the business day of delivery by confirmed
facsimile transmission, if deliverable by facsimile transmission, with copy by
other means permitted hereunder, and addressed, if to Indemnitees, to
Indemnitees’ address or facsimile number (as applicable) as set forth beneath
Indemnitees’ signature to this Agreement, or, if to the Company, at the address
or facsimile number (as applicable) of its principal corporate offices
(attention: Secretary), or at such other address or facsimile number (as
applicable) as such party may designate to the other parties hereto. 


(d)                                 Enforceability.  This Agreement, when executed and delivered
by the Company in accordance with the provisions hereof, shall be a legal,
valid and binding obligation of the Company, enforceable against the Company in
accordance with its terms.


(e)                                  Consent
to Jurisdiction.  The Company and
Indemnitees each hereby irrevocably consent to the jurisdiction and venue of
the federal or state courts located in the State of Delaware for all purposes
in connection with any Proceeding which arises out of or relates to this
Agreement and agree that any Proceeding instituted under this Agreement shall
be commenced, prosecuted and continued only in the federal or state courts
located in the State of Delaware.


(f)                                    Severability.  The provisions of this Agreement shall be
severable in the event that any of the provisions hereof (including any provision
with a single section, paragraph or sentence) are held by a court of competent
jurisdiction to be invalid, void or otherwise unenforceable, and the remaining
provisions shall remain enforceable to the fullest extent permitted by law.  Furthermore, to the fullest extent possible,
the provisions of this Agreement (including, without limitation, each portion
of this Agreement containing any provision held to be invalid, void or
otherwise unenforceable that is not itself invalid, void or unenforceable)
shall be construed so as to give effect to the extent manifested by the
provision held invalid, illegal or unenforceable.


(g)                                 Choice
of Law.  This Agreement shall be
governed by and its provisions shall be construed and enforced in accordance
with, the laws of the State of Delaware, without regard to the conflict of laws
principles thereof.


(h)                                 Subrogation.  In the event of payment under this Agreement,
the Company shall be subrogated to the extent of such payment to all of the
rights of recovery of Indemnitees (other than with respect to any rights of
recovery under any insurance policy maintained by the Indemnitees or by any
Person (other than the Company) for and on behalf of the Indemnitees) who shall
execute all documents required and shall do all acts that may be necessary to
secure such rights and to enable the Company effectively to bring suit to
enforce such rights.



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(i)                                     Amendment
and Termination.  No amendment,
modification, termination or cancellation of this Agreement shall be effective
unless it is in a writing signed by the parties to be bound thereby.  Notice of same shall be provided to all
parties hereto.  No waiver of any of the
provisions of this Agreement shall be deemed or shall constitute a waiver of
any other provisions hereof (whether or not similar) nor shall such waiver
constitute a continuing waiver.


(j)                                     No
Construction as Employment Agreement. 
Nothing contained in this Agreement shall be construed as giving
Indemnitees any right to be retained or continue in the employ or service of
any Covered Entity.


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on and as of
the day and year first above written.


	
  

  	
  MarkWest
  Hydrocarbon, Inc.

  
	
   

  	
  a Delaware
  corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  INDEMNITEES:

  
	
   

  	
   

  
	
   

  	
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  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
									



 



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