INDEMNIFICATION AGREEMENT

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EXHIBIT 10.6

INDEMNIFICATION AGREEMENT

This Indemnification Agreement ("Agreement") is made effective as of March

11, 2005 by and between Mariner Energy, Inc., a Delaware corporation (the

"Company"), and the officer or director executing same on the signature page

hereof ("Indemnitee").

RECITALS

WHEREAS, the bylaws of the Company require indemnification of the officers

and directors of the Company;

WHEREAS, Indemnitee may also be entitled to indemnification pursuant to

applicable provisions of the Delaware General Corporation Law ("DGCL");

WHEREAS, the indemnification provisions set forth in the bylaws and the

DGCL are not exclusive, and the Company may enter into contracts between the

Company and members of the Board of Directors of the Company (the "Board") and

officers of the Company with respect to indemnification;

WHEREAS, the Board has determined that it is reasonable, prudent and

necessary for the Company contractually to obligate itself to indemnify, and to

advance expenses on behalf of, its officers and directors to the fullest extent

permitted by applicable law so that they will serve or continue to serve the

Company free from undue concern that they will not be indemnified;

WHEREAS, this Agreement is intended to replace any existing

indemnification agreements to which Indemnitee is subject, if any, with respect

to the matters covered herein; and

WHEREAS, this Agreement is a supplement to and in furtherance of the

bylaws of the Company, which expressly state that the indemnities afforded under

such bylaws are not exclusive, and any resolutions adopted pursuant thereto and

shall not be deemed a substitute therefor, nor diminish or abrogate any rights

of Indemnitee thereunder;

NOW, THEREFORE, in consideration of the premises and the covenants

contained herein, the Company and Indemnitee do hereby covenant and agree as

follows:

1. SERVICES TO THE COMPANY. Indemnitee will serve or continue to serve, at

the will of the Company or under separate contract, if such exists, as officer

and/or director of the Company for so long as Indemnitee is duly elected or

appointed and qualified in accordance with the bylaws of the Company or until

Indemnitee tenders his or her resignation. If Indemnitee is an employee at will

of the Company, nothing herein shall change such employee's status as an

employee at will. Nothing in this Section 1

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is intended to modify any provision of any employment agreement entered into

between the Company and the Indemnitee.

2. DEFINITIONS. As used in this Agreement:

(a) "Beneficial Owner" shall have the meaning set forth in Rule 13d-3

promulgated under the Exchange Act (as defined below).

(b) A "Change of Control" shall be deemed to occur upon the earliest to

occur after the date of this Agreement of any of the following events: (i) after

the date hereof, any person or group of affiliates or associated persons

acquires more than 35% of the voting power of the Company; (ii) the consummation

of a sale of all or substantially all of the assets of the Company; (iii) the

dissolution of the Company; or (iv) the consummation of any merger,

consolidation, or reorganization involving the Company in which, immediately

after giving effect to such merger, consolidation or reorganization, less than

51% of the total voting power of outstanding stock of the surviving or resulting

entity is then "beneficially owned" (within the meaning of Rule 13d-3 under the

Securities Exchange Act of 1934, as amended) in the aggregate by the

stockholders of the Company immediately prior to such merger, consolidation or

reorganization. Notwithstanding the foregoing, a Change of Control shall not

result from any initial acquisitions from the Company or the placement agent in

the private placement offering of common stock of the Company made as described

in the confidential Offering Memorandum of the Company dated March 4, 2005,

including acquisitions of shares upon the exercise of any related over-allotment

options.

(c) "Corporate Status" describes the status of a person who is or was a

director, officer, trustee, general partner, managing member, fiduciary,

employee or agent of the Company or of any other Enterprise (as defined below)

which such person is or was serving at the request of the Company.

(d) "Disinterested Director" shall mean a director of the Company who is

not and was not a party to the Proceeding (as defined below) in respect of which

indemnification is sought by Indemnitee.

(e) "Enterprise" shall mean the Company and any other corporation, limited

liability company, partnership, joint venture, trust, employee benefit plan,

organization (whether civil, non-profit or charitable) or other enterprise of

which Indemnitee is or was serving at the request of the Company as a director,

officer, trustee, general partner, managing member, fiduciary, employee or

agent.

(f) "Exchange Act" shall mean the Securities Exchange Act of 1934, as

amended.

(g) "Expenses" shall include all reasonable attorneys' fees and costs,

retainers, court costs, transcript costs, fees of experts, witness fees, travel

expenses, duplicating costs, printing and binding costs, telephone charges,

postage, delivery service fees and all other disbursements or expenses of the

type customarily incurred in connection with prosecuting, defending, preparing

to prosecute or defend, investigating,

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being or preparing to be a witness in, or otherwise participating in, a

Proceeding. Expenses also shall include Expenses incurred in connection with any

appeal resulting from any Proceeding, including without limitation the premium,

security for and other costs relating to any cost bond, supersedeas bond or

other appeal bond or its equivalent. Expenses, however, shall not include

amounts paid in settlement by Indemnitee or the amount of judgments, fines or

penalties actually levied against Indemnitee.

(h) "Independent Counsel" shall mean a law firm, or a member of a law

firm, that is experienced in matters of corporation law and neither presently

is, nor in the past five years has been, retained to represent: (i) the Company

or Indemnitee in any matter material to either such party (other than with

respect to matters concerning Indemnitee under this Agreement, or of other

indemnitees under similar indemnification agreements), or (ii) any other party

to the Proceeding giving rise to a claim for indemnification hereunder.

Notwithstanding the foregoing, the term "Independent Counsel" shall not include

any person who, under the applicable standards of professional conduct then

prevailing, would have a conflict of interest in representing either the Company

or Indemnitee in an action to determine Indemnitee's rights under this

Agreement.

(i) The term "Person" shall have the meaning set forth in Sections 13(d)

and 14(d) of the Exchange Act; provided, however, that Person shall exclude (i)

the Company, (ii) any trustee or other fiduciary holding securities under an

employee benefit plan of the Company and (iii) any corporation owned, directly

or indirectly, by the stockholders of the Company in substantially the same

proportions as their ownership of stock of the Company.

(j) The term "Proceeding" shall include any threatened, pending or

completed action, suit, arbitration, alternate dispute resolution mechanism,

investigation, inquiry, administrative hearing or any other actual, threatened

or completed proceeding, whether brought in the right of the Company or

otherwise and whether of a civil, criminal, administrative or investigative

nature, in which Indemnitee was, is or will be involved as a party or otherwise

by reason of the fact that Indemnitee is or was a director, officer, employee or

agent of the Company, by reason of any action taken (or failure to act) by him

or her or of any action (or failure to act) on his or her part while acting as a

director, officer, employee or agent of the Company, or by reason of the fact

that he is or was serving at the request of the Company as a director, officer,

trustee, general partner, managing member, fiduciary, employee or agent of any

other Enterprise, in each case whether or not serving in such capacity at the

time any liability or expense is incurred for which indemnification,

reimbursement or advancement of expenses can be provided under this Agreement.

(k) References to "fines" shall include any excise tax assessed with

respect to any employee benefit plan; references to "serving at the request of

the Company" shall include any service as a director, officer, employee or agent

of the Company which imposes duties on, or involves services by, such director,

officer, employee or agent with respect to an employee benefit plan, its

participants or beneficiaries; and a person

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who acted in good faith and in a manner he reasonably believed to be in the best

interests of the participants and beneficiaries of an employee benefit plan

shall be deemed to have acted in a manner "not opposed to the best interests of

the Company" as referred to in this Agreement.

3. INDEMNIFICATION.

(a) The Company shall indemnify Indemnitee in accordance with the

provisions of this Section 3(a) when Indemnitee is a party or is threatened to

be made a party to or is otherwise involved in any Proceeding (other than a

Proceeding by or in the right of the Company to procure a judgment in its

favor). Pursuant to this Section 3(a), Indemnitee shall be indemnified against

all Expenses, judgments, fines, penalties and amounts paid in settlement

(including all interest, assessments and other charges paid or payable in

connection with or in respect of such Expenses, judgments, fines, penalties and

amounts paid in settlement) actually and reasonably incurred by Indemnitee or on

his behalf in connection with such Proceeding if Indemnitee acted in good faith

and in a manner he reasonably believed to be in or not opposed to the best

interests of the Company, and, in the case of any criminal Proceeding, he had no

reasonable cause to believe his conduct was unlawful.

(b) The Company shall indemnify Indemnitee in accordance with the

provisions of this Section 3(b) when Indemnitee is a party or is threatened to

be made a party to or is otherwise involved in any Proceeding by or in the right

of the Company to procure a judgment in its favor. Pursuant to this Section

3(b), Indemnitee shall be indemnified against all Expenses actually and

reasonably incurred by Indemnitee or on his behalf in connection with such

Proceeding if Indemnitee acted in good faith and in a manner he reasonably

believed to be in or not opposed to the best interests of the Company. No

indemnification for Expenses shall be made under this Section 3(b) in respect of

any claim, issue or matter as to which Indemnitee shall have been finally

adjudged by a court to be liable to the Company unless and only to the extent

that any court in which the Proceeding was brought shall determine upon

application that, despite the adjudication of liability but in view of all the

circumstances of the case, Indemnitee is fairly and reasonably entitled to

indemnification.

(c) Any indemnification under subsections (a) and (b) of this Section 3

(unless ordered by a court) shall be made by the Company in accordance with the

procedures set forth in Sections 5 and 6 hereof.

(d) Notwithstanding any other provisions of this Agreement, to the extent

that Indemnitee is a party to (or a participant in) and is successful, on the

merits or otherwise, in any Proceeding or in defense of any claim, issue or

matter therein, in whole or in part, the Company shall indemnify Indemnitee

against all Expenses actually and reasonably incurred by him or her in

connection therewith. If Indemnitee is not wholly successful in such Proceeding

but is successful, on the merits or otherwise, as to one or more but less than

all claims, issues or matters in such Proceeding, the Company shall indemnify

Indemnitee against all Expenses actually and reasonably incurred by him or her

or on his or her behalf in connection with each successfully

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resolved claim, issue or matter. If Indemnitee is not wholly successful in such

Proceeding, the Company also shall indemnify Indemnitee against all Expenses

reasonably incurred in connection with a claim, issue or matter related to any

claim, issue or matter on which Indemnitee was successful. For purposes of this

Section 3(d) and without limitation, the termination of any claim, issue or

matter in such a Proceeding by dismissal, with or without prejudice, shall be

deemed to be a successful result as to such claim, issue or matter.

(e) Notwithstanding any limitation in subsections (a), (b) and (c) of this

Section 3, the Company shall indemnify Indemnitee to the fullest extent

permitted by law if Indemnitee is a party to or threatened to be made a party to

any Proceeding (including a Proceeding by or in the right of the Company to

procure a judgment in its favor) against all Expenses, judgments, fines,

penalties and amounts paid in settlement (including all interest, assessments

and other charges paid or payable in connection with or in respect of such

Expenses) actually and reasonably incurred by Indemnitee in connection with the

Proceeding. No indemnity shall be made under this Section 3(e) on account of

Indemnitee's conduct which constitutes a breach of Indemnitee's duty of loyalty

to the Company or its stockholders or is an act or omission not in good faith or

which involves intentional misconduct or a knowing violation of the law. For

purposes of this Section 3(e), the meaning of the phrase "to the fullest extent

permitted by law" shall include, but not be limited to:

(i) to the fullest extent permitted by the provision of the DGCL

that authorizes or contemplates additional indemnification by agreement,

or the corresponding provision of any amendment to or replacement of the

DGCL; and

(ii) to the fullest extent authorized or permitted by any amendments

to or replacements of the DGCL adopted after the date of this Agreement

that increase the extent to which a corporation may indemnify its officers

and directors.

(f) Notwithstanding any other provision of this Agreement, to the extent

that Indemnitee is, by reason of his Corporate Status, a witness in any

Proceeding to which Indemnitee is not a party, he shall be indemnified against

all Expenses actually and reasonably incurred by him or her or on his or her

behalf in connection therewith.

4. EXCLUSIONS. Notwithstanding any other provision in this Agreement, the

Company shall not be obligated under this Agreement to make any indemnity in

connection with any claim made against Indemnitee:

(a) for which payment has actually been received by or on behalf of

Indemnitee under any insurance policy or other indemnity provision, except

with respect to any excess beyond the amount actually received under any

insurance policy or other indemnity provision;

(b) for an accounting of profits made from the purchase and sale (or

sale and purchase) by Indemnitee of securities of the Company within the

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meaning of Section 16(b) of the Exchange Act or similar provisions of

state statutory law or common law; or

(c) except as otherwise provided in Sections 8(d) and 8(e) hereof,

prior to a Change of Control, in connection with any Proceeding (or any

part of any Proceeding) initiated by Indemnitee, including any Proceeding

(or any part of any Proceeding) initiated by Indemnitee against the

Company or its directors, officers, employees or other indemnitees, unless

(i) the Board of Directors of the Company authorized the Proceeding (or

any part of any Proceeding) prior to its initiation or (ii) the Company

provides the indemnification, in its sole discretion, pursuant to the

powers vested in the Company under applicable law.

5. ADVANCES OF EXPENSES; DEFENSE OF CLAIM.

(a) Notwithstanding any provision of this Agreement to the contrary, the

Company shall advance the Expenses incurred by Indemnitee or reasonably expected

by Indemnitee to be incurred by Indemnitee within three months in connection

with any Proceeding within ten (10) days after the receipt by the Company of a

statement or statements requesting such advances from time to time, whether

prior to or after final disposition of any Proceeding. Advances shall be

unsecured and interest free. Advances shall be made without regard to

Indemnitee's ability to repay the Expenses and without regard to Indemnitee's

ultimate entitlement to indemnification under the other provisions of this

Agreement. Advances shall include any and all reasonable Expenses incurred

pursuing an action to enforce this right of advancement, including Expenses

incurred preparing and forwarding statements to the Company to support the

advances claimed. Indemnitee shall qualify for advances solely upon the

execution and delivery