AMENDMENT TO TARGA RESOURCES INVESTMENTS INC. KEY EMPLOYEE LONG TERM INCENTIVE PLAN

WHEREAS, TARGA RESOURCES INVESTMENTS INC. (the “Company”) has heretofore adopted the TARGA RESOURCES INVESTMENTS INC. KEY EMPLOYEE LONG TERM INCENTIVE PLAN (the “Plan”) for the benefit of certain of the employees of the Company and its affiliates and as an incentive for such individuals to remain employees of the Company or its affiliates;

WHEREAS , the Company may amend the Plan at any time in its discretion; and

  WHEREAS, the Company desires to amend the Plan to comply with section 409A of the Internal Revenue of Code of 1986, as amended;

NOW, THEREFORE, the Plan shall be amended as follows, effective as of December 18th, 2008:

1.           Section 6 of the Plan shall be deleted, and the following shall be substituted therefore:

“6.            Payment of Incentive Benefit After Death of Employee .  If an Employee terminates employment due to dea