Exhibit 10.4**TARGA RESOURCES PARTNERS LP****INDEMNIFICATION AGREEMENT**     THIS AGREEMENT (this “Agreement”) is effective February ___, 2007, between Targa ResourcesPartners LP, a Delaware limited partnership (the “MLP”), Targa Resources GP LLC, a Delaware limitedliability company (the “Company”), and the undersigned director or officer of the Company(“Indemnitee”).     WHEREAS, the MLP Partnership Agreement (as defined below) provides for indemnification of eachdirector and officer of the Company and the MLP, as well as persons serving in various othercapacities, to the maximum extent permitted by law;     WHEREAS, the Indemnitee is entitled to indemnification pursuant to the MLP PartnershipAgreement;     WHEREAS, the Company LLC Agreement (as defined below) provides indemnification of eachdirector and officer of the Company, as well as persons serving in other capacities, to the maximumextent authorized by law;     WHEREAS, the Indemnitee is entitled to indemnification pursuant to the Company LLC Agreement;     WHEREAS, in recognition of Indemnitee’s need for substantial protection against personalliability in order to enhance Indemnitee’s continued service to the MLP and the Company in aneffective manner, the MLP and the Company wish to provide in this Agreement for the indemnificationof and the advancing of expenses to Indemnitee to the fullest extent permitted by law (whetherpartial or complete) and as set forth in this Agreement, and, to the extent insurance ismaintained, for the continued coverage of Indemnitee under the MLP’s and/or the Company’sdirectors’ and officers’ liability insurance policies;     WHEREAS, Indemnitee is willing to serve, continue to serve and to take on additional servicefor or on behalf of the MLP and/or the Company on condition that the Indemnitee be so indemnified;     NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the MLP,the Company and Indemnitee do hereby covenant and agree as follows:     **1. Definitions.**As used in this Agreement:          (a) The term “Proceeding” shall include any threatened, pending or completed action, suit,inquiry or proceeding, whether brought by or in the right of the MLP or the Company or anypredecessor, subsidiary or affiliated company or otherwise and whether of a civil, criminal,administrative, arbitrative or investigative nature, in which Indemnitee is or will be involved asa party, as a witness or otherwise, by reason of the fact that Indemnitee is or was a director orofficer of the MLP or the Company, by reason of any action taken by him or of any inaction on hispart while acting as a director or officer or by reason of the fact that he is or was
 

 
serving at the request of the MLP or the Company as a director, officer, trustee, employee oragent of another corporation, partnership, joint venture, trust, limited liability company or otherenterprise; in each case whether or not he is acting or serving in any such capacity at the timeany liability or expense is incurred for which indemnification or reimbursement can be providedunder this Agreement; provided that any such action, suit or proceeding which is brought byIndemnitee against the MLP or the Company or any predecessor, subsidiary or affiliated company ordirectors or officers of the MLP or the Company or any predecessor, subsidiary or affiliatedcompany, other than an action brought by Indemnitee to enforce his rights under this Agreement,shall not be deemed a Proceeding without prior approval by a majority of the Board of Directors ofthe Company.          (b) The term “Expenses” shall include, without limitation, any judgments, fines and penaltiesagainst Indemnitee in connection with a Proceeding; amounts paid by Indemnitee in settlement of aProceeding; and all attorneys’ fees and disbursements, accountants’ fees, private investigationfees and disbursements, retainers, court costs, transcript costs, fees of experts, fees andexpenses of witnesses, travel expenses, duplicating costs, printing and binding costs, telephonecharges, postage, delivery service fees, and all other disbursements, or expenses, reasonablyincurred by or for Indemnitee in connection with prosecuting, defending, preparing to prosecute ordefend, investigating, being or preparing to be a witness in a Proceeding or establishingIndemnitee’s right of entitlement to indemnification for any of the foregoing.          (c) References to Indemnitee’s being or acting as “a director or officer of the MLP or theCompany” or “serving at the request of the MLP or the Company as a director, officer, trustee,employee or agent of another corporation, partnership, joint venture, trust, limited liabilitycompany or other enterprise” shall include in each case service to or actions taken while and as aresult of being a director, officer, trustee, employee or agent of any predecessor, subsidiary oraffiliated company of the MLP or the Company.          (d) References to “other enterprise” shall include employee benefit plans; references to“fines” shall include any excise tax assessed with respect to any employee benefit plan; referencesto “serving at the request of the MLP or the Company” shall include any service as a director,officer, employee or agent of the MLP or the Company which imposes duties on, or involves servicesby, such director, officer, trustee, employee or agent with respect to an employee benefit plan,its participants or beneficiaries.          (e) The term “substantiating documentation” shall mean copies of bills or invoices for costsincurred by or for Indemnitee, or copies of court or agency orders or decrees or settlementagreements, as the case may be, accompanied by a sworn statement from Indemnitee that such bills,invoices, court or agency orders or decrees or settlement agreements, represent costs orliabilities meeting the definition of “Expenses” herein.          (f) The terms “he” and “his” have been used for convenience and mean “she” and “her” ifIndemnitee is a female.          (g) The term “MLP Partnership Agreement” means the Amended and Restated Agreement of LimitedPartnership of the MLP, dated as of February ___, 2007, as amended or restated from time to time.
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          (h) The term “Company LLC Agreement” means the Limited Liability Company Agreement of theCompany, dated as of October 23, 2006, as amended or restated from time to time.          (i) The term “LLC Statute” means the Delaware Limited Liability Company Act.          (j) The term “Partnership Statute” means the Delaware Revised Uniform Limited Partnership Act.          (k) The term “Board of Directors” means the Board of Directors of the Company.     **2. Indemnity of Indemnitee.**Each of the MLP and the Company hereby agrees (subject to theprovisions of Section 5 below) to hold harmless and indemnify Indemnitee against Expenses to thefullest extent authorized or permitted by law (including the applicable provisions of thePartnership Statute and the LLC Statute). The phrase “to the fullest extent permitted by law”shall include, but not be limited to (a) to the fullest extent permitted by any provision of thePartnership Statute and the LLC Statute that authorizes or permits additional indemnification byagreement, or the corresponding provision of any amendment to or replacement of the PartnershipStatute and the LLC Statute and (b) to the fullest extent authorized or permitted by any amendmentsto or replacements of the Partnership Statute and the LLC Statute adopted after the date of thisAgreement that increase the extent to which an entity may indemnify its officers and directors.Any amendment, alteration or repeal of the Partnership Statute and the LLC Statute that adverselyaffects any right of Indemnitee shall be prospective only and shall not limit or eliminate any suchright with respect to any Proceeding involving any occurrence or alleged occurrence of any actionor omission to act that took place prior to such amendment or repeal.     **3. Additional Indemnity.**Each of the MLP and the Company hereby further agrees (subject to theprovisions of Section 5 below) to hold harmless and indemnify Indemnitee against Expenses incurredby reason of the fact that Indemnitee is or was a director or officer of the MLP or the Company, oris or was serving at the request of the MLP or the Company as a director, officer, trustee,employee or agent of another corporation, partnership, joint venture, trust, limited liabilitycompany or other enterprise, including, without limitation, any predecessor, subsidiary oraffiliated entity of the MLP or the Company, *provided*that the Indemnitee shall not be indemnifiedand held harmless if there has been a final and non-appealable judgment entered by a court ofcompetent jurisdiction determining that, in respect of the matter for which the Indemnitee isseeking indemnification pursuant to this Agreement, the Indemnitee acted in bad faith or engaged infraud or willful misconduct or, in the case of a criminal matter, acted with knowledge that theIndemnitee’s conduct was unlawful. The termination of any Proceeding by judgment, order of thecourt, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not, ofitself, create a presumption that Indemnitee acted in bad faith or engaged in fraud or willfulmisconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conductwas unlawful.     **4. Contribution.**If the indemnification provided under Section 2 is unavailable by reason of acourt decision, based on grounds other than any of those set forth in Section 5 below,
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then, in respect of any Proceeding in which the MLP or the Company is jointly liable with Indemnitee (orwould be if joined in such Proceeding), the MLP and the Company shall contribute to the amount ofExpenses actually and reasonably incurred and paid or payable by Indemnitee in such proportion asis appropriate to reflect (a) the relative benefits received by the MLP or the Company on one handand Indemnitee on the other from the transaction from which such Proceeding arose and (b) therelative fault of the MLP or the Company on the one hand and of Indemnitee on the other inconnection with the events that resulted in such Expenses as well as any other relevant equitableconsiderations. The relative fault of the MLP or the Company on the one hand and of Indemnitee onthe other shall be determined by reference to, among other things, the parties’ relative intent,knowledge, access to information and opportunity to correct or prevent the circumstances resultingin such Expenses. Each of the MLP and the Company agrees that it would not be just and equitableif contribution pursuant to this Section 4 were determined by pro rata allocation or any othermethod of allocation that does not take into account of the foregoing equitable considerations.     **5. Exceptions.**Any other provision herein to the contrary notwithstanding, the MLP and the Companyshall not be obligated pursuant to the terms of this Agreement:          (a) Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemniteewith respect to proceedings or claims initiated or brought voluntarily by Indemnitee and not by wayof defense, except with respect to proceedings brought to establish or enforce a right toindemnification under this Agreement;          (b) Insured Claims. To indemnify Indemnitee for expenses or liabilities of any typewhatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, andamounts paid in settlement) to the extent such expenses or liabilities have been paid directly toIndemnitee by an insurance carrier under a policy of directors’ and officers’ liability insurance;          (c) Claims Under Section 16(b). To indemnify Indemnitee for expenses or the paymentof profits arising from the purchase and sale by Indemnitee of securities in violation of Section16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor statute;          (d) Unlawful Claims. To indemnify Indemnitee to the extent such indemnification isprohibited by applicable law; or          (e) Unauthorized Settlement. To indemnify Indemnitee with regard to any judicialaward if the MLP or the Company was not given a reasonable and timely opportunity, toparticipate in the defense of such action or to indemnify Indemnitee for any amounts paid insettlement of any Proceeding effected without the MLP’s or the Company’s prior written consent.     **6. Choice of Counsel.**If Indemnitee is a director but not an officer of the MLP or the Company,he, together with the other directors who are not officers of the MLP or the Company and areseeking indemnification (the “Outside Directors”), shall be entitled to employ, and be reimbursedfor the fees and disbursements of, a single counsel separate from that chosen
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by Indemnitees whoare officers of the MLP or the Company. The principal counsel for Outside Directors (“PrincipalCounsel”) shall be determined by majority vote of the Outside Directors who are seekingindemnification, and the Principal Counsel for the Indemnitees who are not Outside Directors(“Separate Counsel”) shall be determined by majority vote of such Indemnitees, in each case subjectto the consent of the MLP or the Company (not to be unreasonably withheld or delayed). Theobligation of the MLP and the Company to reimburse Indemnitee for the fees and disbursements ofcounsel hereunder shall not extend to the fees and disbursements of any counsel employed byIndemnitee other than Principal Counsel or Separate Counsel, as the case may be, unless Indemniteehas interests that are different from those of the other Indemnitees or defenses available to himthat are in addition to or different from those of the other Indemnitees such that PrincipalCounsel or Separate Counsel, as the case may be, would have an actual or potential conflict ofinterest in representing Indemnitee.**7. Advances of Expenses.**     (a) Expenses (other than judgments, penalties, fines and settlements) incurred by Indemniteeshall be paid by the MLP and the Company, in advance of the final disposition of the Proceeding,within three business days after receipt of Indemnitee’s written request accompanied bysubstantiating documentation and Indemnitee’s written affirmation as described in subsection (c)below. No objections based on or involving the question whether such charges meet the definitionof “Expenses,” including any question regarding the reasonableness of such Expenses, shall begrounds for failure to advance to such Indemnitee, or to reimburse such Indemnitee for, the amountclaimed within such three business day period, and the undertaking of Indemnitee set forth in thisSection 7 to repay any such amount to the extent it is ultimately determined that Indemnitee is notentitled to indemnification shall be deemed to include an undertaking to repay any such amountsdetermined not to have met such definition.     (b) Indemnitee hereby undertakes to repay to the MLP and the Company (i) any advances orpayment of Expenses made pursuant to this Section 7 and (ii) any judgments, penalties, fines andsettlements paid to or on behalf of Indemnitee hereunder, in each case to the extent that it isultimately determined in a final judgment or other final adjudication of a court of competentjurisdiction that Indemnitee is not entitled to indemnification.     (c) As a condition to the advancement of such Expenses or the payment of such judgments,penalties, fines and settlements, Indemnitee shall execute an acknowledgment wherein Indemnitee affirms (i) that Indemnitee has met the applicable standard of conduct forindemnification and (ii) that such Expenses or such judgments, penalties, fines and settlements, asthe case may be, are delivered pursuant and are subject to the provisions of this Agreement.     **8. Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application.**Anyindemnification payment under this Agreement, other than pursuant to Section 7 hereof, shall bemade no later than 30 days after receipt by the MLP and the Company of the written request ofIndemnitee, accompanied by substantiating documentation, unless a determination is made within said30-day period that Indemnitee has not met the relevant standards for indemnification set forth inSection 3 hereof by (a) the Board of Directors by a majority vote of a quorum consisting ofdirectors who are not or were not parties to such Proceeding, (b) a committee of the Board ofDirectors designated by majority vote of the Board
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of Directors, even though less than a quorum,(c) if there are no such directors, or if such directors so direct, independent legal counsel in awritten opinion or (d) the equity owners.     The right to indemnification or advances as provided by this Agreement shall be enforceable byIndemnitee in any court of competent jurisdiction. The burden of proving that indemnification isnot appropriate shall be on the MLP and the Company. Neither the failure of the MLP or the Company(including its Board of Directors, any committee thereof, independent legal counsel or its equityowners) to have made a determination prior to the commencement of such action that indemnificationis proper in the circumstances because Indemnitee has met the applicable standards of conduct, noran actual determination by the MLP and the Company (including its Board of Directors, any committeethereof, independent legal counsel or its equity owners) that Indemnitee has not met suchapplicable standard of conduct, shall be a defense to the action or create a presumption thatIndemnitee has not met the applicable standard of conduct.     **9. Indemnification Hereunder Not Exclusive.**The indemnification and advancement of expensesprovided by this Agreement shall not be deemed exclusive of any other rights to which Indemniteemay be entitled under the MLP Partnership Agreement, the Company LLC Agreement, the PartnershipStatute, the LLC Statute, any directors and officers insurance maintained by or on behalf of theMLP or the Company, any agreement, or otherwise, both as to action in his official capacity and asto action in another capacity while holding such office; provided, however, that this Agreementsupersedes all prior written indemnification agreements between the MLP or the Company (or anypredecessor thereof) and Indemnitee with respect to the subject matter hereof. However, Indemniteeshall reimburse the MLP and the Company for amounts paid to Indemnitee pursuant to such otherrights to the extent such payments duplicate any payments received pursuant to this Agreement.     **10. Continuation of Indemnity.**All agreements and obligations of the MLP and the Company containedherein shall continue during the period Indemnitee is a director or officer of the MLP or theCompany (or is or was serving at the request of the MLP or the Company as a director, officer,employee or agent of another corporation, partnership, joint venture, trust, limited liability company or otherenterprise) and shall continue thereafter so long as Indemnitee shall be subject to any possibleProceeding (notwithstanding the fact that Indemnitee has ceased to serve the MLP or the Company).     **11. Partial Indemnification.**If Indemnitee is entitled under any provision of this Agreement toindemnification by the MLP and the Company for a portion of Expenses, but not, however, for thetotal amount thereof, the MLP and the Company shall nevertheless indemnify Indemnitee for theportion of such Expenses to which Indemnitee is entitled.
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     **12. Acknowledgements.**Each of the MLP and the Company expressly confirms and agrees that it hasentered into this Agreement and assumed the obligations imposed on it hereby in order to induceIndemnitee to serve or to continue to serve as a director or officer of the MLP and/or the Company,and acknowledges that Indemnitee is relying upon this Agreement in agreeing to serve or incontinuing to serve as a director or officer of the MLP and/or the Company.     **13. Enforcement.**In the event Indemnitee is required to bring any action or other proceeding toenforce rights or to collect moneys due under this Agreement and is successful in such action, theMLP and the Company shall reimburse Indemnitee for all of Indemnitee’s expenses in bringing andpursuing such action.     **14. Severability.**If any provision of this Agreement shall be held to be invalid, illegal orunenforceable (a) the validity, legality and enforceability of the remaining provisions of thisAgreement shall not be in any way affected or impaired thereby, and (b) to the fullest extentpossible, the provisions of this Agreement shall be construed so as to give effect to the intentmanifested by the provision held invalid, illegal or unenforceable. Each section of this Agreementis a separate and independent portion of this Agreement. If the indemnification to whichIndemnitee is entitled with respect to any aspect of any claim varies between two or more sectionsof this Agreement, that section providing the most comprehensive indemnification shall apply.     **15. Liability Insurance.**To the extent the MLP or the Company maintains an insurance policy orpolicies providing directors’ and officers’ liability insurance, Indemnitee shall be covered bysuch policy or policies, in accordance with its or their terms, to the maximum extent of thecoverage available and maintained by the MLP or the Company for any director or officer of the MLPor the Company or any applicable subsidiary or affiliated company.     **16. Miscellaneous**.          (a) Governing Law. This Agreement and all acts and transactions pursuant hereto andthe rights and obligations of the parties hereto shall be governed, construed and interpreted inaccordance with the laws of the State of Delaware, without giving effect to principles of conflictof law.          (b) Entire Agreement; Enforcement of Rights. This Agreement sets forth the entireagreement and understanding of the parties relating to the subject matter herein and merges allprior discussions between them. No modification of or amendment to this Agreement, nor any waiverof any rights under this Agreement, shall be effective unless in writing signed by the parties tothis Agreement. The failure by any party to enforce any rights under this Agreement shall not beconstrued as a waiver of any rights of such party.          (c) Construction. This Agreement is the result of negotiations between and has beenreviewed by each of the parties hereto and their respective counsel, if any; accordingly, thisAgreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall beconstrued in favor of or against any one of the parties hereto.
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          (d) Notices. All notices, demands or other communications to be given or deliveredunder or by reason of the provisions of this Agreement shall be in writing and shall be deemed tohave been given (i) when delivered personally to the recipient, (ii) one business day after thedate when sent to the recipient by reputable overnight courier service (charges prepaid), or (iii)five business days after the date when mailed to the recipient by certified or registered mail,return receipt requested and postage prepaid. Such notices, demands and other communications shallbe sent to the parties at the addresses indicated on the signature page hereto, or to such otheraddress as any party hereto may, from time to time, designate in writing delivered pursuant to theterms of this Section 16(d).          (e) Counterparts. This Agreement may be executed in two or more counterparts, each ofwhich shall be deemed an original and all of which together shall constitute one instrument.          (f) Successors and Assigns. This Agreement shall be binding upon the MLP and theCompany and their respective successors and assigns and shall inure to the benefit of Indemniteeand Indemnitee’s heirs, legal representatives and assigns.          (g) Subrogation. In the event of payment under this Agreement, the MLP and theCompany shall be subrogated to the extent of such payment to all of the rights of recovery ofIndemnitee, who shall execute all documents required and shall do all acts that may be necessary tosecure such rights and to enable the MLP and the Company to effectively bring suit to enforce suchrights.
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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and as of the day andyear first above written.      TARGA RESOURCES PARTNERS LP