Amendment to and Assumption of 2004 Stock Incentive Plan



 Exhibit 10.8 
 AMENDMENT TO AND ASSUMPTION OF 
 TARGA RESOURCES, INC. 2004 STOCK INCENTIVE PLAN 
 WHEREAS, TARGA RESOURCES, INC. (“Targa”) has heretofore adopted the TARGA RESOURCES, INC. 2004 STOCK INCENTIVE PLAN (the
“Plan”); and 
 WHEREAS, as a result of the merger of Targa Resources Merger Sub Inc. with and into Targa (the
“Merger”), all of the outstanding shares of capital stock of Targa were converted into capital stock of TARGA RESOURCES INVESTMENTS INC. (the “Company”); and 
 WHEREAS, in connection with the Merger, the Company has agreed to assume the Plan and the options granted thereunder, which have been converted
from options to purchase the common stock of Targa into options to purchase the common stock of the Company; and 
 WHEREAS, such
conversion has been made in accordance with the requirements of Section 1.424-1 of the Treasury regulations as if the options were statutory options; and 
 WHEREAS, pursuant to the authority granted in Section 7 of the Plan, the Board of Directors of the Company desires to amend the Plan in certain respects; 
 NOW, THEREFORE, the Plan shall be amended as follows, effective as of October 28, 2005 (the “Effective Date”): 
 1. As of the Effective Date, Targa hereby transfers sponsorship of the Plan to the Company, and the Company hereby assumes and becomes the sponsor of the
Plan and assumes all options granted thereunder which were outstanding as of the Effective Date. 
 2. In Section 1 of the Plan,
“Targa Resources, Inc.” shall be deleted, and “Targa Resources Investments Inc.” shall be substituted therefor with respect to the identification of the “Company.” Except as otherwise provided herein, all other
references in the Plan to the “Company” shall be deemed to refer to Targa Resources Investments Inc. 
 3. Certain terms in
Section 2 of the Plan shall be deleted, and the following shall be substituted therefor: 
 “‘Director’
shall mean a member of the Board (or a member of the Board of Directors of an Affiliate).” 
 “‘Stockholders’ Agreement’ shall mean the Amended and Restated Stockholders’ Agreement dated as of October 28, 2005, among the Company and the other parties thereto, as the same may be amended from time
to time.” 
 4. Section 4(a) of the Plan shall be deleted, and the following shall be substituted therefor: 
 “(a) No Additional Awards. No Awards shall be granted under the Plan from and after December 31, 2004.” 







 5. The text of Section 9 of the Plan shall be deleted, and the following shall be substituted
therefor: 
 “The Plan became effective on February 27, 2004. 
 6. The first sentence of Section 10 of the Plan shall be deleted, and the following shall be substituted therefor: 
 “No Award shall be granted under the Plan from and after December 31, 2004.” 
 7. The assumption of the Plan by the Company is solely for the purpose of effecting an assumption of the options outstanding under the Plan as of the
Effective Date. 
 8. As assumed and amended by the Company, the Plan and the options granted thereunder and outstanding as of the Effective
Date are specifically ratified and reaffirmed. 
 EXECUTED and effective as of October 28, 2005. 
  

			
	TARGA RESOURCES INVESTMENTS INC.
		
	By:	 	/s/ Joe Bob Perkins
	Name: 	 	 Joe Bob Perkins

	Title: 	 	 President

	
	TARGA RESOURCES, INC.
		
	By: 	 	/s/ Joe Bob Perkins
	Name: 	 	 Joe Bob Perkins

	Title: 	 	 President



  

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