EXHIBIT
10.14





Targa Resources, Inc. 2009
Annual Incentive Plan Description





On
January 22, 2009, the Compensation Committee (the “Committee”) of the
Board of Directors (the “Board”) of Targa
Resources Investments Inc. (“Targa Investments”), the indirect parent of Targa
Resources, Inc. (the “Company”), approved the Targa Investments 2009 Annual
Incentive Compensation Plan (the “Bonus
Plan”).  The Bonus Plan is a discretionary annual cash bonus
plan available to all of the Company’s employees, including its executive
officers.  The purpose of the Bonus Plan is to reward employees for
contributions toward the Company’s business priorities (including business
priorities of Targa Resources Partners LP) approved by the Committee and to aid
the Company in retaining and motivating employees.  Under the Bonus
Plan, funding of a discretionary cash bonus pool is expected to be recommended
by the Company’s chief executive officer (the “CEO”) and approved by
the Committee based on the Company’s achievement of certain business
priorities.  The Bonus Plan is administered by the Committee, which
considers certain recommendations by the CEO. Following the end of the year, the
CEO recommends to the Committee the total amount of cash to be allocated to the
bonus pool based upon the achievement of the business priorities of the Company,
generally ranging from 0 to 2x the total target bonus for the employees in the
pool. Upon receipt of the CEO’s recommendation, the Committee, in its sole
discretion, determines the total amount of cash to be allocated to the bonus
pool.  Additionally, the Committee, in its sole discretion, determines
the amount of the cash bonus award to each of the Company’s executive officers,
including the CEO. The executive officers determine the amount of the cash bonus
pool to be allocated to certain of the Company’s departments, groups and
employees (other than the executive officers of the Company) based on
performance and upon the recommendation of their supervisors, managers and line
officers.




The
Committee has established the following eight key business priorities for
2009:





·
            manage
      controllable costs to levels at or below plan levels – with a continuous
      effort to improve costs for 2009 and
beyond;


·
            examine,
      prioritize, and approve each capital project closely for economics (or
      necessity) in the current
environment;


·
            increase
      scrutiny and proactively manage credit and liquidity across finance,
      credit and commercial areas;


·
            reduce
      (eliminate where appropriate) downstream’s inventory exposure (for the
      Company only);


·
            continue
      to invest in our businesses primarily within existing cash
      flow;


·
            pursue
      selected opportunities including new shale play gathering and processing
      build outs, other fee-based capex projects and the potential to purchase
      distressed strategic assets;


·
            analyze
      and recommend approaches to achieve maximum value;
  and


·
            execute
      on the above priorities, including the 2009 financial business
      plan.





The
Committee has targeted a total cash bonus pool for achievement of the business
priorities based on the sum of individual employee market-based target
percentages ranging from approximately 3% to 50% of each employee’s eligible
earnings.  Generally, eligible earnings are an employee’s base salary
and overtime pay.  The Committee has discretion to adjust the cash
bonus pool attributable to the business priorities based on accomplishment of
the applicable objectives as determined by the Committee and the
CEO.  Funding of the Company’s cash bonus pool and the payment of
individual cash bonuses to employees are subject to the sole discretion of the
Committee.