**Exhibit10.39**

**MARKWESTHYDROCARBON, INC.**

**INDEMNIFICATIONAGREEMENT**

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

**RECITALS**

A.                                   TheCompany is aware that competent and experienced persons are increasinglyreluctant to serve or continue serving as directors or officers of companiesunless they are protected by comprehensive liability insurance and adequateindemnification due to the increased exposure to litigation costs and risksresulting from service to such companies that often bear no relationship to thecompensation of such directors or officers.

B.                                     Thestatutes and judicial decisions regarding the duties of directors and officersare often difficult to apply, ambiguous, or conflicting, and therefore oftenfail to provide directors and officers with adequate, reliable knowledge of thelegal risks to which they are exposed or the manner in which they are expectedto execute their fiduciary duties and responsibilities.

C.                                     TheCompany and the Indemnitees recognize that plaintiffs often seek damages insuch large amounts, and the costs of litigation may be so great (whether or notthe case is meritorious), that the defense and/or settlement of such litigationcan create an extraordinary burden on the personal resources of directors andofficers.

# D.                                    TheCompany believes that it is unreasonable for its directors, officers and agentsand the directors, officers and agents of its subsidiaries to assume the riskof 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.                                      TheCompany recognizes that the issues in controversy in litigation against adirector, officer or agent of a corporation such as the Company or itssubsidiaries are often related to the knowledge, motives and intent of suchdirector, officer or agent, that he or she is usually the only witness withknowledge of the essential facts and exculpating circumstances regarding suchmatters, and that the long period of time which usually elapses before thetrial or other disposition of such litigation often extends beyond the timethat the director, officer or agent can reasonably recall such matters and mayextend beyond the normal time for retirement for such director, officer oragent with the result that he or she, after retirement or in the event of hisor her death, his or her spouse, heirs, executors or administrators may befaced with limited ability and undue hardship in maintaining an adequatedefense, which may discourage such a director, officer or agent from serving inthat position.

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F.                                      TheBoard of Directors of the Company (the “Board”) has concluded that, to attractand retain competent and experienced persons to serve as directors and officersof the Company, it is not only reasonable and prudent but necessary to promotethe best interests of the Company and its stockholders for the Company tocontractually indemnify its directors and certain of its officers in the mannerset forth herein, and to assume for itself liability for expenses and damagesin connection with claims against such directors and officers in connectionwith their service to the Company as provided herein.

G.                                     Section 145of the General Corporation Law of the State of Delaware, under which theCompany is organized (“Section 145”), empowers the Company toindemnify its directors, officers, employees and agents by agreement and toindemnify persons who serve, at the request of the Company, as the directors,officers, employees or agents of other corporations or enterprises, andexpressly provides that the indemnification provided by Section 145 is notexclusive.

H.                                    TheCompany desires and has requested the Indemnitees to serve or continue to serveas a director and/or officer of the Company, and the Indemnitees only iswilling to serve, or to continue to serve, as a director and/or officer of theCompany if the Indemnitees is furnished the indemnity provided for herein bythe Company.

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

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

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

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

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

“DisinterestedDirector” means, with respect to any determination contemplated by thisAgreement, any Person who, as of the time of such determination, is a member ofthe Company’s board of directors but is not a party to any Proceeding thenpending with respect to any Indemnification Event.

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

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

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“Expenses” meansany 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 servicefees and all other disbursements or expenses of any type or nature whatsoeverreasonably 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 anIndemnification Event, including, without limitation: (i) the investigation ordefense of a Claim; (ii) being, or preparing to be, a witness or otherwiseparticipating, or preparing to participate, in any Proceeding; (iii)furnishing, or preparing to furnish, documents in response to a subpoena orotherwise in connection with any Proceeding; (iv) any appeal of any judgment,outcome or determination in any Proceeding (including, without limitation, anypremium, security for and other costs relating to any cost bond, supersedesbond or any other appeal bond or its equivalent); (v) establishing or enforcingany right to indemnification under this Agreement (including, withoutlimitation, 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 suchaction determines that each of the material assertions made by Indemnitees as abasis 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 theCompany under this Agreement to enforce or interpret any of the terms of thisAgreement (including, without limitation, costs and expenses incurred withrespect to Indemnitees counterclaims and cross-claims made in such action); and(vii) any Federal, state, local or foreign taxes imposed on Indemnitees as aresult of the actual or deemed receipt of any payments under this Agreement,including all interest, assessments and other charges paid or payable withrespect to such payments.

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

“IndependentLegal Counsel” means an attorney or firm of attorneys designated by theIndemnitees 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, norin the twenty-four (24) months prior to such designation has been, retained torepresent: (i) the Company or Indemnitees in any matter material to either suchparty, or (ii) any other party to the Proceeding giving rise to a claim forindemnification hereunder.

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

“OrganizationalDocuments” means any and all organizational documents, charters or similaragreements or governing documents, including, without limitation (i) with respectto a corporation, its certificate of incorporation and bylaws, (ii) withrespect to a limited liability company, its operating agreement, and (iii) withrespect 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, anunincorporated organization or other enterprise or government or agency orpolitical subdivision thereof.

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

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

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

“SEC”means the Securities and Exchange Commission.

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

**2.****                                      Indemnification.**

(a)                                  Indemnificationof Losses and Expenses.  If anIndemnification Event has occurred, then, subject to Section 9 below, theCompany shall indemnify and hold harmless Indemnitees, to the fullest extentpermitted by law, against any and all Losses and Expenses, provided theIndemnitees acted in good faith and in a manner Indemnitees reasonably believedto be in, or not opposed to, the best interests of the Company, and, withrespect to any criminal Proceeding, had no reasonable cause to believeIndemnitees’ conduct was unlawful.  Thetermination of any Proceeding by judgment, court order, settlement orconviction or on plea of nolo contendere, or its equivalent, shall not, ofitself, create a presumption that Indemnitees (i) did not act in good faith ina manner which he reasonably believed to be in, or not opposed to, the bestinterests of the Company, or (ii) with respect to any criminal Proceeding, hadreasonable cause to believe that Indemnitees’ conduct was unlawful.  Any indemnification provided for herein shallbe made no later than forty-five (45) days after receipt by the Company of theNotice as required by Section 3(a) below and subject additionally to Section 4below.

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(b)                                 Limitationwith Respect to Company Actions. Notwithstanding the foregoing, the Companyshall not indemnify and hold harmless Indemnitees with respect to any Losses(as opposed to Expenses) in connection with or arising from any CompanyAction.  Furthermore, the Company shallnot indemnify and hold harmless Indemnitees with respect to any Expenses inconnection with or arising from any Company Action as to which the Indemniteesshall have been finally adjudged to be liable to the Company by a court ofcompetent jurisdiction due to Indemnitees’ willful misconduct of a culpablenature in the performance of Indemnitees’ duties to the Company, unless, andthen only to extent that, any court in which such Company Action was broughtshall determine upon application that, despite the adjudication of liability,but in view of all the circumstances of the case, the Indemnitees is fairly andreasonably entitled to Expenses for such indemnification as such court shalldeem proper.

(c)                                  Advancementof Expenses.  The Company shalladvance Expenses to or on behalf of Indemnitees as soon as practicable, but inany event not later than 20 days after written request therefore by Indemniteeswhich request shall be accompanied by vouchers, invoices or similar evidencedocumenting in reasonable detail the Expenses incurred or to be incurred byIndemnitees.  The Indemnitees herebyundertakes to repay such amounts advanced only if, and to the extent that, itshall ultimately be determined that Indemnitees is not entitled to be indemnifiedby the Company as authorized under Delaware law. In the event that the Companyfails to pay expenses as incurred by Indemnitees as required by this paragraph,Indemnitees may seek mandatory injunctive relief from any court havingjurisdiction to require the Company to pay expenses as set forth in thisparagraph.  If Indemnitees seeksmandatory injunctive relief pursuant to this paragraph, it shall not be adefense to enforcement of the Company’s obligations set forth in this paragraphthat Indemnitees has an adequate remedy at law for damages.

(d)                                 Contribution.  If, and to the extent, the indemnification ofIndemnitees provided for in Section 2(a) above for any reason is held by acourt of competent jurisdiction not to be permissible for liabilities arisingunder Federal securities laws or ERISA, then the Company, in lieu ofindemnifying Indemnitees under this Agreement, shall contribute to the amountpaid or payable by Indemnitees as a result of such Losses or Expenses (i) insuch proportion as is appropriate to reflect the relative benefits received bythe Covered Entities and all officers, directors or employees of the CoveredEntities other than Indemnitees who are jointly liable with Indemnitees (orwould be if joined in such Proceeding), on the one hand, and Indemnitees, onthe other hand, or (ii) if the allocation provided by clause (i) above is notpermitted by applicable law, in such proportion as is appropriate to reflectnot only the relative benefits referred to in clause (i) above but also the relativefault of the Covered Entities and all officers, directors or employees of theCovered Entities other than Indemnitees who are jointly liable with Indemnitees(or would be if joined in such Proceeding), on the one hand, and theIndemnitees, on the other hand, in connection with the action or inaction thatresulted in such Losses or Expenses, as well as any other relevant equitableconsiderations.  The relative fault ofthe Covered Entities and all officers, directors or employees of the CoveredEntities other than Indemnitees who are jointly liable with Indemnitees (orwould be if joined in such Proceeding), on the one hand, and Indemnitees, onthe other hand, shall be determined by reference to, among other things, thedegree to which their actions were motivated by intent to gain personal profitor advantage, the degree to which their liability is primary or secondary, andthe degree to which their conduct is active or passive.  No Person found guilty of fraudulentmisrepresentation (within the meaning of Section 11(f) of the Securities Act)shall be entitled to contribution from any person who was not found guilty ofsuch fraudulent misrepresentation.

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(e)                                  Actionswhere Indemnitees is Deceased.  If anIndemnification Event has occurred, and if prior to, during the pendency of orafter completion of a Proceeding Indemnitees dies, the Company shall indemnifyand hold harmless Indemnitees’ heirs, executors and administrators against anyand all Expenses and Losses to the extent Indemnitees would have been entitledto indemnification pursuant to Sections 2(a) above if Indemnitees werestill alive.

**3.****                                      IndemnificationProcedures.**

(a)                                  Noticeof Indemnification Event. Indemnitees shall give the Company notice as soon as practicable of anyIndemnification Event of which Indemnitees becomes aware, provided that anyfailure to so notify the Company shall not relieve the Company of any of itsobligations 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 theCompany such information and cooperation as it may reasonably require and asshall be within Indemnitees’ power.

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

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

**4.****                                      Determinationof Right to Indemnification.**

(a)                                  SuccessfulProceeding.  To the extentIndemnitees has been successful, on the merits or otherwise, in defense of anyProceeding referred to in Sections 2(a) or 2(b), the Company shall indemnifyIndemnitees against Losses and Expenses incurred by him in connectiontherewith.  If

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Indemnitees is notwholly successful in such Proceeding, but is successful, on the merits orotherwise, as to one or more but less than all Claims in such Proceeding, theCompany shall indemnify Indemnitees against all Losses and Expenses actually orreasonably incurred by Indemnitees in connection with each successfullyresolved Claim.

(b)                                 OtherProceedings.  In the event thatSection 4(a) is inapplicable, the Company shall nevertheless indemnifyIndemnitees, unless, but then only to the extent that, a Reviewing Party chosenpursuant to Section 4(c) determines that Indemnitees has not met the applicablestandard of conduct set forth in Sections 2(a) or 2(b), as applicable, as acondition to such indemnification.

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

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

(ii)                                  Indemniteesshall be deemed to have acted in good faith if Indemnitees’ action is based onthe records or books of account of a Covered Entity, including, withoutlimitation, its financial statements, or on information supplied to Indemniteesby 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 orrecords given, or reports made, to a Covered Entity by an independent certifiedpublic accountant or by an appraiser or other expert selected with reasonablecare 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 forpurposes of determining the right to indemnification under this Agreement.  Whether or not the foregoing provisions ofthis Section 4(c)(ii) are satisfied, it shall in any event be presumed thatIndemnitees has at all times acted in good faith and in a manner Indemniteesreasonably believed to be in or not opposed to the best interests of theCompany.  Any Person seeking to overcomethis presumption shall have the burden of proof and the burden of persuasion,by clear and convincing evidence.

(iii)                               Ifa Reviewing Party chosen pursuant to this Section 4(c) shall not have made adetermination whether Indemnitees is entitled to indemnification withinforty-five (45) days after receipt by the Company of the request therefore, therequisite determination of entitlement to indemnification shall be deemed tohave been made and Indemnitees shall be entitled to such indemnification,absent (A) a misstatement by Indemnitees of a material fact, or an omission ofa material fact necessary to make Indemnitees’ statement not materiallymisleading, in connection with the request for indemnification, or (B) aprohibition of such indemnification under applicable law; provided, however,that such 45-day period may be extended for a reasonable time, not to exceed anadditional fifteen (15) days, if the Reviewing Party in good faith requiressuch additional time for obtaining or evaluating documentation and/orinformation relating thereto; and provided, further, that the foregoingprovisions of this Section 4(c)(iii) shall not apply if (I) the determinationof entitlement to indemnification is to be made by the stockholders of theCompany, (II), a special meeting of stockholders is called by the board ofdirectors of the Company for such purpose with thirty (30) days

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

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

Forpurposes of this Section 4(c)(iv), a “Change in Control” shall mean a change inownership or control of the Company effected through any of the followingtransactions:

(A)                              any “person”or “group” (within the meaning of Sections 13(d) and 14(d)(2) of the SecuritiesExchange Act of 1934 (the “1934 Act”), other than a trustee or other fiduciaryholding securities under an employee benefit plan of the Company, or John Foxand his affiliates, being or becoming the “beneficial owner” (as defined inRule 13d-3 under the 1934 Act), directly or indirectly, of greater than fiftypercent (50%) of the outstanding voting stock of the Company; or

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

(C)                                thestockholders of the Company approving a merger or consolidation of the Companywith any other corporation, other than a merger or consolidation which wouldresult in the voting securities of the Company outstanding immediately priorthereto continuing to represent (either by remaining outstanding or by beingconverted into voting securities of the surviving entity) at least 80% of thecombined voting power of the voting securities of the Company or such survivingentity outstanding immediately after such merger or consolidation, or anagreement for the sale by the Company of all or substantially all of theCompany’s assets.

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

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

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

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

**5.****                                      AdditionalIndemnification Rights; Non-exclusivity.**

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

(b)                                 Non-exclusivity.  The rights to indemnification, contributionand advancement of Expenses provided in this Agreement shall not be deemedexclusive of, but shall be in addition to, any other rights to whichIndemnitees may at any time be entitled under the Organizational Documents ofany Covered Entity, any other agreement, any vote of stockholders orDisinterested Directors, the laws of the State of Delaware or otherwise.  Furthermore, no right or remedy hereinconferred is intended to be exclusive of any other right or remedy, and everyother right and remedy 

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shall becumulative and in addition to every other right and remedy given hereunder ornow or hereafter existing at law or in equity or otherwise.  The assertion of any right or remedyhereunder or otherwise shall not prevent the concurrent assertion of any otherright or remedy.  The rights toindemnification, contribution and advancement of Expenses provided in thisAgreement shall continue as to Indemnitees for any action Indemnitees took ordid not take while serving in an indemnified capacity even though Indemniteesmay have ceased to serve in such capacity.

**6.****                                      NoDuplication of Payments.**

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

**7.****                                      MutualAcknowledgement.**

Boththe Company and Indemnitees acknowledge that, in certain instances, Federal lawor public policy may override applicable state law and prohibit the Companyfrom indemnifying its directors and officers under this Agreement or otherwise.  For example, the Company and Indemniteesacknowledge that the SEC has taken the position that indemnification is notpermissible for liabilities arising under certain Federal securities laws, andFederal legislation prohibits indemnification for certain ERISA violations.  Indemnitees understands and acknowledges thatthe Company has undertaken, or may be required in the future to undertake, withthe SEC to submit the question of indemnification to a court in certain circumstancesfor a determination of the Company’s right under public policy to indemnifyIndemnitees, and any right to indemnification hereunder shall be subject to,and conditioned upon, any such required court determination.

**8.****                                      LiabilityInsurance.**

(a)                                  Maintenanceof D&O Insurance.  The Company herebycovenants and agrees that, so long as Indemnitees shall continue to serve as anagent of the Company and thereafter so long as Indemnitees shall be subject toany possible proceeding by reason of the fact that Indemnitees was an agent ofthe Company, the Company, subject to Section 8(c), shall promptly obtainand maintain in full force and effect directors’ and officers’ liabilityinsurance (“D&O Insurance”) in reasonable amounts from establishedand reputable insurers, and the Company’s Organizational Documents shall at alltimes provide for indemnification and exculpation of officers and directors tothe fullest extent permitted under applicable law.

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

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(c)                                  Limitationon Required Maintenance of D&O Insurance.  Notwithstanding the foregoing, the Companyshall have no obligation to obtain or maintain D&O Insurance if the Companydetermines in good faith that such insurance is not reasonably available, thepremium costs for such insurance are disproportionate to the amount of coverageprovided, the coverage provided by such insurance is limited by exclusions soas to provide an insufficient benefit, or Indemnitees is covered by similarinsurance maintained by a subsidiary of the Company.

**9.****                                      Exceptions.**

Anyother provision herein to the contrary notwithstanding, the Company shall notbe obligated pursuant to the terms of this Agreement to indemnify Indemnitees:

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

(b)                                 againstany Losses or Expenses, or advance Expenses to Indemnitees, with respect to anyproceeding instituted by Indemnitees to enforce or interpret this Agreement, ifa court of competent jurisdiction determines that the material assertions madeby Indemnitees in such proceeding were not made in good faith or werefrivolous;

(c)                                  forany amounts paid in settlement of a proceeding unless the Company consents tosuch settlement, which consent shall not be unreasonably withheld;

(d)                                 againstany Losses or Expenses, or advance Expenses to Indemnitees, with respect toClaims arising (i) with respect to an accounting of profits made from thepurchase and sale (or sale and purchase) by Indemnitees of securities of theCompany 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.****                               Remediesof Indemnitees.**

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

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(b)                                 Burdenof Proof.  In any judicial proceedingbrought under this Section 10, the Company shall have the burden of proving byclear and convincing evidence that Indemnitees is not entitled to payment ofLosses and Expenses hereunder.

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

(d)                                 Validityof Agreement.  The Company shall beprecluded from asserting in any Proceeding, including, without limitation, anaction under this Section 10, that the provisions of this Agreement are notvalid, binding and enforceable or that there is insufficient consideration forthis Agreement and shall stipulate in court that the Company is bound by allthe provisions of this Agreement.

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

**11.****                               Survivalof Rights.**

(a)                                  Allagreements and obligations of the Company contained herein shall continueduring the period Indemnitees is an agent of the Company and shall continuethereafter so long as Indemnitees shall be subject to any possible claim orthreatened, pending or completed action, suit or proceeding, whether civil,criminal, arbitrational, administrative or investigative, by reason of the factthat Indemnitees was serving in the capacity referred to herein.

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

**12.****                               Miscellaneous.**

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

(b)                                 BindingEffect; Successors and Assigns.  ThisAgreement shall be binding upon and inure to the benefit of and be enforceableby the parties hereto and their respective successors and assigns (includingwith respect to the Company, any direct or indirect successor by purchase,merger, consolidation or otherwise to all or substantially all of the businessand/or assets of the Company) and with respect to Indemnitees, his or herspouse, heirs, and personal and legal representatives.  The Company shall require and cause anysuccessor 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 performthis Agreement in the

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same manner and tothe same extent that the Company would be required to perform if no suchsuccession or assignment had taken place. This Agreement shall continue in effect with respect to Claims relatingto Indemnification Events regardless of whether Indemnitees continues to serveas a director, officer, employee, controlling person, agent or fiduciary of anyCovered Entity.

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

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

(e)                                  Consentto Jurisdiction.  The Company andIndemnitees each hereby irrevocably consent to the jurisdiction and venue ofthe federal or state courts located in the State of Delaware for all purposesin connection with any Proceeding which arises out of or relates to thisAgreement and agree that any Proceeding instituted under this Agreement shallbe commenced, prosecuted and continued only in the federal or state courtslocated in the State of Delaware.

(f)                                    Severability.  The provisions of this Agreement shall beseverable in the event that any of the provisions hereof (including any provisionwith a single section, paragraph or sentence) are held by a court of competentjurisdiction to be invalid, void or otherwise unenforceable, and the remainingprovisions 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 portionof this Agreement containing any provision held to be invalid, void orotherwise unenforceable that is not itself invalid, void or unenforceable)shall be construed so as to give effect to the extent manifested by theprovision held invalid, illegal or unenforceable.

(g)                                 Choiceof Law.  This Agreement shall begoverned by and its provisions shall be construed and enforced in accordancewith, the laws of the State of Delaware, without regard to the conflict of lawsprinciples 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 therights of recovery of Indemnitees (other than with respect to any rights ofrecovery under any insurance policy maintained by the Indemnitees or by anyPerson (other than the Company) for and on behalf of the Indemnitees) who shallexecute all documents required and shall do all acts that may be necessary tosecure such rights and to enable the Company effectively to bring suit toenforce such rights.

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

(j)                                     NoConstruction as Employment Agreement. Nothing contained in this Agreement shall be construed as givingIndemnitees any right to be retained or continue in the employ or service ofany Covered Entity.

INWITNESS WHEREOF, the parties hereto have executed this Agreement on and as ofthe day and year first above written.
|            | **MarkWest  Hydrocarbon, Inc.** |
|------------|---------------------------------|
|       | a Delaware  corporation         |
|       |                            |   |
|       | By:                             |   |   |
|       |                            |   |   |
| ** ** | Title:                          |   |   |
| ** ** |                            |   |   |
| ** ** |                            |   |   |
|       | **INDEMNITEES:**                |
|       | ** **                      |
|       | Name:                           |   |   |
|       |                            |   |
|       | Title:                          |   |   |
|       |                            |   |
|       | Address:                        |   |   |
|       |                            |   |   |
|       |                            |   |   |
|            |                                 |  |  |  |  |  |  |  |

 

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