8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  July 6, 2006

WESTERN GAS RESOURCES, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-103898	4-1127613
(State of Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1099 18th Street, Suite 1200, Denver, Colorado		80202
(Address of Principal Executive Offices)		(Zip Code)

(303) 452-5603

(Registrant’s telephone number, including area code)

N.A.

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.  Entry into a Material Definitive Agreement.

On July 6, 2006, Western Gas Resources, Inc. entered into new Employment Agreements with each of John F. Chandler, our Executive Vice President and Chief Operating Officer, William J. Krysiak, our Executive Vice President and Chief Financial Officer, John C. Walter, our Executive Vice President and General Counsel, and Edward A. Aabak, our Executive Vice President – Midstream (“Named Executives”).

The Compensation Committee of our Board of Directors commenced working on updated form executive employment agreements in February 2006 in order to clarify certain outdated and inoperable portions of the existing employment agreements with each of our executive officers.  Upon approval and recommendation of the final form executive employment agreement by the Compensation Committee on June 6, 2006 and approval by our Board of Directors on June 13, 2006, we offered new employment agreements to each of our executive officers, including the Named Executives.  During the course of negotiations of the previously announced Agreement and Plan of Merger, dated June 22, 2006 (the “Merger Agreement”), by and among Anadarko Petroleum Corporation (“Anadarko”), APC Merger Sub, Inc. and Western, these pending agreements were disclosed to Anadarko, and the execution of these agreements is in accordance with the Merger Agreement.

The Employment Agreement provides for the continued employment of the executive officer, in his or her current capacity, from the date of the agreement until terminated.  The Employment Agreement provides for payment of the officer’s current annual base salary, which may be increased but not decreased at our discretion.  In addition, each officer is entitled to receive an annual bonus payable in accordance with our applicable bonus plan.

The Employment Agreement provides that employment may be terminated upon death, disability or upon 90-days advance notice by the officer, or by us on written notice with or without “cause.”  If the officer is terminated by us without cause or the officer terminates for “good reason,” then such officer is entitled to severance in an amount equal to the sum of (i) a pro-rated bonus for the year in which the officer was terminated, and (ii) the officer’s then current annual base salary plus an amount equal to the average of the last three annual bonus payments received by such officer, with the amounts in (ii) increasing to two times those amounts in the event of a termination without cause within one year after a change of control.  In addition, the officer is entitled to receive continued health coverage and supplemental life and disability policies for a period of 12 months following termination, increasing to two

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years in the event of termination following a change of control.

In all cases, the executive officer is subject to covenants relating to confidentiality, non-competition and non-solicitation of employees following termination.

Concurrent with entering into the Employment Agreements, we entered into replacement Indemnification Agreements with each of our Named Executives.  The Indemnification Agreement provides that in the event that the executive officer becomes subject to a claim as a result of any act related to such officer’s capacity as an employee, director or officer, then, subject to certain exceptions, we will indemnify such officer to the fullest extent permitted by law.

The above summaries are qualified in their entirety by reference to the Employment Agreements and Indemnification Agreements, copies of which are filed as exhibits herewith and incorporated herein by this reference.

Item 9.01.  Financial Statements and Exhibits.

(a)Exhibits.

A list of exhibits filed herewith is contained on the Exhibit Index which immediately precedes such exhibits and is incorporated herein by reference.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			WESTERN GAS RESOURCES, INC.
			(Registrant)
Date:	July 11, 2006	By:	/s/ William J. Krysiak
				Name: William J. Krysiak
				Title: Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number	Description
10.1	Employment Agreement, dated July 6, 2006, by and between Western Gas Resources, Inc. and John F. Chandler.
10.2	Indemnification Agreement, dated July 6, 2006, by and between Western Gas Resources, Inc. and John F. Chandler
10.3	Employment Agreement, dated July 6, 2006, by and between Western Gas Resources, Inc. and William J. Krysiak.
10.4	Indemnification Agreement, dated July 6, 2006, by and between Western Gas Resources, Inc. and William J. Krysiak.
10.5	Employment Agreement, dated July 6, 2006, by and between Western Gas Resources, Inc. and John C. Walter.
10.6	Indemnification Agreement, dated July 6, 2006, by and between Western Gas Resources, Inc. and John C. Walter.
10.7	Employment Agreement, dated July 6, 2006, by and between Western Gas Resources, Inc. and Edward A. Aabak.
10.8	Indemnification Agreement, dated July 6, 2006, by and between Western Gas Resources, Inc. and Edward A. Aabak

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EX-10.1

Exhibit 10.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made effective as of July 6, 2006, by and between WESTERN GAS RESOURCES, INC., a Delaware corporation (the “Corporation”) and John F. Chandler(“Employee”).

WITNESSETH:

WHEREAS, the Corporation, directly and indirectly through its subsidiaries, affiliated companies, partnerships, joint ventures and other business organizations (collectively, the “Western Companies” and individually, a “Western Company”) acquire, design, construct and operate natural gas gathering and processing facilities, market, store and transport natural gas and natural gas liquids, and explore for, develop, and produce oil and gas.

WHEREAS, Employee has substantial experience in the Corporation’s business and is currently the Corporation’s Executive Vice President and Chief Operating Officer.

WHEREAS, prior hereto, the Corporation and Employee entered into that Employment Agreement, dated June 14, 2001 (the “Prior Agreement”)

WHEREAS, the parties desire to clarify certain portions of the Prior Agreement and to modify certain of the benefits and obligations provided thereunder and accordingly, the Prior Agreement shall be terminated upon execution of and replaced in its entirety by this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties hereto agree as follows:

1.Definitions.

(a)“Annual Bonus” means a cash bonus, as may be determined pursuant to any bonus plan applicable to Employee for any fiscal year of the Corporation, in an amount which has been approved by the Corporation’s Board of Directors in its sole and absolute discretion to be payable to Employee.  For the purposes of Subsections 13(a) and 14(a)(i) of this Agreement, Annual Bonus shall mean the average of the last three Annual Bonus payments made to Employee prior to the Termination Date (annualized for any year in which Employee was not employed for the full year if the bonus for such year was pro rated and including any Annual Bonus determined by the Board of Directors in any year to be zero).  If Employee has been employed for a shorter period than that required to obtain three Annual Bonus Payments, the amount of Annual Bonus hereunder shall be the amount last paid to Employee or shall be the averaged annual amount of the most recent Annual Bonus payments made if more than one.

(b)“Base Salary” means Employee’s current annual base salary payable by the Corporation.

(c)“Cause” means (i) Employee’s material breach of this Agreement, or failure, neglect or refusal to perform his duties hereunder (other than any such failure resulting from Employee’s disability or from the assignment of duties that would constitute “Good Reason” as defined herein), (ii) any act or omission by Employee constituting willful misconduct or gross negligence which is, or could reasonably expected to become,

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materially injurious to the Corporation, monetarily or otherwise, (iii) Employee’s material violation of any domestic or foreign securities law or regulation, including those of the New York Stock Exchange or stock exchange governing the listing of the Corporation’s securities (other than inadvertent violations of reporting of beneficial ownership pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), (iv) any act by Employee constituting a felony; (v) any act by Employee constituting a misdemeanor involving moral turpitude, (vi) any theft or fraud by Employee which results in a felony or misdemeanor conviction of Employee, (vii) any dishonesty or knowing misrepresentation resulting or intended to result in personal benefit or enrichment to Employee or harm to the Corporation, or (viii) Employee’s material violation of any of the Corporation’s Board approved policies or any of the Corporation’s policies regarding prohibited discriminatory or harassing behavior.

(d)“Change of Control” means as a result of one transaction or a series of related transactions:

(i)The acquisition by any individual, entity or group (within the meaning of Section 12(d) (3) or 13(d) (2) of the Exchange Act (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than thirty-five (35%) percent of either (A) the then outstanding shares of common stock of the Corporation (the “Outstanding Common Stock”) or (B) the combined voting power of the then outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the “Outstanding Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control: (A) any acquisition by the Corporation, (B) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any corporation controlled by the Corporation, or (C) any acquisition by any entity pursuant to a transaction which complies with Subsection 1(d)(iii); or

(ii)Individuals who, as of the date hereof, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Corporation’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Incumbent Board; or

(iii)Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Corporation (a “Business Combination”), in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Common Stock and Outstanding Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting

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securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Corporation or all or substantially all of the Corporation’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Common Stock and Outstanding Voting Securities, as the case may be, and (B) no person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Corporation or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 35% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Incumbent Board providing for such Business Combination; or

(iv)Approval by the shareholders of the Corporation of a complete liquidation or dissolution of the Corporation.

(e)“Change of Control Event” means the earlier of (i) a Change of Control, or (ii) the execution and delivery by the Corporation of an agreement providing for a Change of Control.

(f)“Change of Control Period” means the period commencing ninety (90) days prior to the occurrence of a Change of Control Event and ending 12 months after such Change of Control.

(g)“Confidential Information” means all nonpublic information and trade secrets (whether in paper or electronic form, or contained in Employee’s memory or otherwise stored or recorded) relating to or arising from the business, operations or properties of any of the Western Companies, including, but not limited to, any information concerning the business operations, business strategies, nonpublic policies or internal structure of the Western Companies; Litigation Information; Confidential Projects; proposed projects and areas of intended leasing activity and gathering and processing activity; the customers, vendors, contractors, suppliers or clients of any of the Western Companies; any acquisition strategies of any of the Western Companies; the gas and other products, marketing or transportation strategies of any of the Western Companies; the terms of any gas gathering, processing, marketing, or transportation contracts entered into by any of the Western Companies; past, present or future research by any of the Western Companies in connection with the existing or proposed business or operations of any of the Western Companies; personnel data of any of the Western Companies; Employee’s work performed for, or relating to or for, any customer or client of any of the Western Companies; the gas or other product pricing for any customer or client of any of the Western Companies; any method or procedure relating or pertaining to projects developed by any Western Companies or contemplated by any Western Company to be developed; any gas gathering, processing, drilling, marketing, transportation project which any of the Western Companies is developing; all Technical and Engineering Information.  Information shall not

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be deemed to be Confidential Information for purposes of this Agreement which: (i) is or hereafter becomes publicly known through no improper or unauthorized act or omission of Employee; (ii) is received by Employee without restriction on disclosure from a third party who disclosed the information without, to the best of Employee’s knowledge, violating any restriction on confidentiality or disclosure; or (iii) is independently developed after the termination of Employee’s employment with the Corporation by Employee without reference to the Confidential Information and without violation of any confidentiality restriction.

(h)“Confidential Projects” means the activities of or plans of any Western Company relating to the development, planning or execution of new project, expansion or acquisition strategy or target relating to areas of intended leasing activity and gathering and processing activity or any other material business of any Western Company.

(i)“Good Reason” means (i) any material breach by the Corporation of its obligations under this Agreement, including the failure of the Corporation to pay Employee the Base Salary or, if declared by the Board, the Annual Bonus, or any other payment due Employee hereunder, or to provide any benefits required pursuant to this Agreement; (ii) any action of Corporation that results in any reduction in Employee’s title below an officer title, (iii) any action of Corporation that results in any material diminishment in Employee’s duties, functions, responsibilities or authority( provided however that any changes in spending authority shall not be considered to be a material diminishment in duties, functions, responsibilities or authority), (iv) any reduction of Employee’s Base Salary, (v) any material reduction of benefits on a basis different than other peer executives of the Corporation; or (vi) a requirement that Employee be based anywhere other than within twenty-five (25) miles of Employee’s current principal place of employment except for travel that may be required of Employee in performing his employment duties hereunder; provided, however, that if the Corporation suspends Employee from performing his employment duties hereunder for the purposes of performing an internal investigation potentially involving Employee or if the Employee is terminated for Cause, then such suspension or termination shall not constituted Good Reason.

(j)“Litigation Information” means information concerning possible or existing claims, investigations or litigation involving any of the Western Companies.

(k)“Material Competition” means that Employee is involved in any business or investment activity, in any capacity, including, but not limited to, as an employee, consultant, advisor, agent, shareholder (other than as a shareholder of less than five (5%) percent of a publicly traded corporation), independent contractor, investor, partner, member, owner or otherwise, which activity directly competes with or has a material adverse economic effect on any of the activities or business of any Western Company.  Material competition includes, but is not limited to, any activity involving the gathering and processing business within 25 miles of one of the Western Companies’ existing or planned gathering, processing or generation facilities; any activity involving the purchase of oil or gas leases, the farming-in of such leases or any similar arrangement, within five (5) miles of the boundaries of an existing oil or gas lease of any Western Company; and, in relation to a Confidential Project involving oil and gas exploration, development or production, any activity, directly or indirectly, involving the purchase of oil or gas leases or the farm-in or participation in operations under leases or any similar arrangement within ten (10) miles of the boundaries of the target area of such Confidential Project.

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(l)“Short Term Disability Period” means the period of ninety (90) days’ following determination of Employee’s disability as that term is defined pursuant to the Corporation’s long-term disability insurance plan.

(m)“Technical and Engineering Information” means all nonpublic information, technical and engineering information associated with or related to any oil, gas or mineral property and any gathering and/or processing facility of any of the Western Companies or with respect to which any of the Western Companies formed an intention to acquire, lease or form any other business relationship prior to the termination of Employee’s employment including, but not limited to, seismic data, engineering reports and methods, geological matters, the results of expiration, drilling, drill cores, cuttings and other samples, production, processing, gathering and drilling techniques and water disposal techniques; or any plans or strategy related to the foregoing.

(n)“Termination Date” means the effective date of termination of employment under this Agreement.

2.Employment. The Corporation hereby employs Employee and Employee hereby accepts such employment with the Corporation upon the terms and conditions hereinafter set forth.  Employee’s employment shall continue until it is terminated in accordance with the provisions herein.

3.Powers, Duties and Responsibilities.

(a)Employee shall devote his full time, attention and effort to the business of the Western Companies during the Corporation’s normal business hours and during such other times as are reasonably necessary for the proper performance of his responsibilities hereunder; provided, however, that Employee may serve (i) on the board of any charitable organization or industry group, and (ii) with the consent of the Board of Directors, Employee may serve on the board of one (1) publicly traded corporation; and provided further that in the case of both (i) and (ii) above that such service does not significantly interfere with Employee’s duties hereunder.

(b)Employee’s primary duties shall be to act as the Executive Vice President and Chief Operating Officer.  Employee shall have such powers, duties and responsibilities, and shall perform such other functions in connection with the business of the Western Companies, as may be assigned from time to time by the Corporation.

4.Base Salary and Annual Bonus.  For all of the services rendered by Employee pursuant to this Agreement, the Corporation shall pay Employee his Base Salary, payable in accordance with the Corporation’s normal pay practices so long as employed under this Agreement.  In no event shall Employee’s Base Salary be decreased, but it may, from time to time be increased at the discretion of the Corporation.  In addition, the Corporation shall pay Employee an Annual Bonus as determined by the Board of Directors from time to time.

5.Officer Insurance Coverage - Costs of Defense.  During the term of Employee’s employment and thereafter, to the extent the Corporation maintains an insurance policy or policies providing directors’ and officers’ liability insurance, Employee shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for

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any officer of the Corporation provided that such insurance coverage is available to the Corporation at a reasonable cost. Such coverage shall provide to Employee officer liability insurance coverage to cover any claims that may be made arising from his past, present, or future activities on behalf of the Western Companies.  Employee hereby represents that to his knowledge no investigation, claim, or litigation is currently pending or threatened against him at this time relating to or arising out of his activities as an employee of any Western Company.

6.Cooperation With Respect to Investigations, Claims or Litigation.  During the term of Employee’s employment and at all times thereafter, should a Western Company become involved in any investigation, claim, or litigation relating to or arising out of Employee’s past, present, or future duties with a Western Company or with respect to any matters which Employee has knowledge, Employee agrees to fully, and in good faith, cooperate with the Corporation with respect to such investigation, claim, or litigation.  The Corporation shall reimburse Employee for any and all expenses in accordance with the Indemnification Agreement, as defined below.

7.Indemnification Agreement.  Exhibit “A”, attached hereto and incorporated herein by reference, is an Indemnification Agreement by and between the Corporation and Employee. The Corporation and Employee each agree to execute and deliver such Indemnification Agreement concurrently with the execution and delivery of this Agreement. To the extent any provision set forth in the Indemnification Agreement is in conflict with any provision set forth in this Agreement, the provision set forth in the Indemnification Agreement shall govern.

8.Employee Benefits. During the term of employment hereunder, Employee shall be eligible to participate in the employee benefit plans provided by the Corporation on the same basis as other similarly situated executives at the level of Vice President and above, as such plans may be changed from time to time, in accordance with the provisions of such plans, including, but not limited to, the Corporation’s qualified retirement plans and the Corporation’s stock incentive plan(s). Employee hereby agrees and acknowledges that nothing in this Agreement guarantees him the right to any grant of stock options, restricted stock or any other right under any stock incentive plan, or other plan.

9.Confidential Information and Nondisclosure.

(a)Employee acknowledges that pursuant to his employment hereunder, Employee occupies a position of trust and confidence.  Accordingly, in the course of performing the employment obligations hereunder, Employee will have access to and may develop or obtain certain Confidential Information.

(b)Employee agrees that all Confidential Information shall remain the exclusive property of the Corporation during and after Employee’s employment with the Corporation.  Employee further agrees that during and after the term hereof, he shall not, except for the benefit of the Corporation pursuant to the exercise of his duties hereunder or with prior written consent of the Corporation, use for any purpose or disclose to any third party any of the Confidential Information.

(c)All information, drawings, documents and materials whether in writing, on computer disks, computer hard drive, on magnetic tape or otherwise prepared by Employee in connection with his employment are hereby assigned to the Corporation without reservation of any rights by Employee, and all such information which Employee obtains in the course of or as result of his employment by the Corporation in all cases shall

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be the sole and exclusive property of the Corporation and will be delivered to the Corporation by Employee on the earlier of a demand by the Corporation or promptly after the Termination Date, together with all written, computer, magnetic tape or other evidence of the information, drawings, document and materials, if any, furnished by any Western Company to Employee in connection with Employee’s employment.

(d)If Employee violates this agreement of confidentiality, Employee agrees that the Western Companies shall, in addition to any other remedy provided by law, be permitted to pursue an action for injunctive relief, monetary damages, or both.

10.Non-Solicitation. During the term of this Agreement and for a period of eighteen months (18) thereafter, Employee shall not hire, offer to hire, solicit, or participate in the hiring or induce the resignation of any officer or employee of any Western Company; provided, however, nothing contained herein shall prevent Employee from hiring any officer or employee of any Western Company that originates as a result of a general solicitation in a publicly available publication, including the internet, as long as there is no involvement or participation of any kind or nature, directly or indirectly by Employee in (a) the solicitation of the officer or employee of any Western Company, or (b) inducing the resignation of such officer or employee of any Western Company. In the event Employee violates this non-solicitation provision, the Western Company shall, in addition to any other remedy provided by law, be permitted to pursue an action for injunctive relief, monetary damages, or both.

11.Agreement Not to Compete. The parties hereto recognize that Employee is retained by the Corporation as part of a professional, management and executive staff of the Corporation whose duties include the formulation and execution of corporate strategy.  Therefore,

(a)Employee hereby agrees that while Employee is employed pursuant to this Agreement he shall not act or engage in Material Competition; and

(b)for a period of one (1) year following the Termination date:

(i)In the event that this Agreement is terminated by the Corporation for Cause or by Employee without Good Reason, he shall not act or engage in Material Competition with respect to the business or activities of any Western Company as they exist on the date of termination of Employee’s employment; or

(ii)In the event that this Agreement is terminated by the Corporation without Cause or by the Employee for Good Reason, he shall not act or engage in Material Competition with respect to any Confidential Projects as they existed up to and including the Termination Date in any State in which any Western Company engages or plans to engage in business.

In the event that Employee violates this agreement not to compete, the Corporation shall, in addition to any other remedies provided by law, be permitted to pursue an action for injunctive relief (preliminary or permanent), monetary damages, or both.

12.Termination of Employment.  Employee’s employment and this Agreement shall terminate upon the first to occur of the following events:

(a)Employee’s death.

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(b)The end of the Short Term Disability Period if Employee is unable to return to work at the end of such Short Term Disability Period; provided, however, that during such Short Term Disability Period, Employee shall be entitled to 100% of Employee’s Base Salary reduced by any other Corporation-provided salary-related benefits to which Employee may be entitled with respect to the Short Term Disability Period which benefits are payable solely on account of such disability (including, but not limited to, benefits under any disability insurance policy, worker’s compensation law or any other benefit program or arrangement).

(c)Employee’s written election to terminate employment, with or without Good Reason, to be effective ninety (90) days thereafter unless an earlier effective date is specified by the Corporation.

(d)The Corporation’s written election to terminate Employee’s employment with or without Cause, effective as of the date set forth by the Corporation in such election.

13.Employee’s Rights and Obligations Upon Death or Disability.  If Employee’s employment is terminated as a result of death or disability, then Employee shall be entitled to the following in full satisfaction of all of his rights under this Agreement or at law:

(a)Employee’s Right to Base Salary and Benefits.  Employee shall be entitled to the following: (i) Base Salary and employee benefits, if any, which have been earned but not paid through the Termination Date, and (ii) an Annual Bonus, equal to the product of (A) the Annual Bonus, and (B) a fraction, the numerator of which is the number of days in the current fiscal year through the date of termination and the denominator of which is 365.

(b)Employee’s Obligations.  Notwithstanding such termination of employment, if Employee is terminated as a result of disability, Employee shall remain bound by the provisions of Sections 6, 9, 10 and 11 hereof.

14.Employee’s Rights and Obligations Upon Termination of Employment By The Corporation Without Cause or By Employee for Good Reason.  If Employee’s employment is terminated by the Corporation without Cause or by Employee for Good Reason, then Employee shall be entitled to the following in full satisfaction of his rights under this Agreement or at law:

(a)Severance Pay.

(i)Employee shall be entitled to severance pay in an amount equal to:

(A) the sum of (1) Employee’s Base Salary, if any, which has been earned but not paid through the Termination Date, (2) the product of (x) the Annual Bonus and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Termination Date and the denominator of which is 365, and (3) any accrued vacation or other pay pursuant to the Corporation’s vacation or Paid Time Off policy, to the extent not previously paid; and

(B) an amount equal to the sum of (1) Employee’s Base Salary and (2) the Annual Bonus; provided, however, that in the event that Employee’s

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employment has been terminated, as set forth above in this Section 14, at any time during a Change of Control Period, then this amount shall be multiplied by a factor of 2 and Employee shall receive such increased amount less any amount previously paid to Employee under this sub-section (B).

(ii)Employee shall be entitled to continue to receive group health and dental insurance coverage equivalent to the coverage to which he would have been entitled under such plans if he had continued working for the Corporation in the position held on the Termination Date for a period of 12 months following the Termination Date, which period shall be increased to 24 months in the event that Employee has been terminated at any time during a Change of Control Period.  In addition, the Corporation shall continue to pay the premiums on any supplemental term life and long term disability policies obtained by the Corporation for Employee’s benefit on or before the Termination date for a period of 12 months following the Termination Date, which period shall be increased to 24 months in the event that Employee has been terminated at any time during a Change of Control Period.

(b)Certain Additional Payments by the Corporation. The Corporation shall be responsible for the payment of taxes to the extent applicable as set forth in Exhibit “B” hereto.  Any payments made hereunder as a result of a Change of Control shall be subject to the provisions of Exhibit “B”.

(c)Employee’s Obligations.  Notwithstanding such termination of employment, Employee shall remain bound by the provisions of Sections 6, 9, 10 and 11 hereof.

15.Employee’s Rights and Obligations Upon Termination of Employment by the Corporation With Cause or Termination of Employment by Employee Without Good Reason.  If Employee’s employment is terminated by the Corporation with Cause or by Employee without Good Reason, then Employee shall be entitled to the following in full satisfaction of all of his rights under this Agreement or at law:

(a)Severance Pay.  Employee shall not be entitled to any severance pay.

(b)Employee’s Right to Base Salary and Benefits. Employee shall only be entitled to the Base Salary and employee benefits, if any, earned but not paid through the Termination Date. Employee shall only be entitled to such additional Annual Bonus, if any, which has been previously authorized by the Board of Directors, but has not been paid as of the Termination Date.

(c)Employee’s Obligations. Notwithstanding such termination of employment, Employee shall remain bound by the provisions of Sections 6, 9, 10 and 11 hereof.

16.Payment Dates; Section 409A of the Internal Revenue Code.

(a)Subject to the provisions of Sections 16(b), (c) and (d) below, any payments required to be made to Employee pursuant to Sections 13, 14 or 15 hereunder shall be made within thirty (30) days’ of the Termination Date.

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(b)Anything in this Agreement to the contrary notwithstanding, if (i) on the Termination Date any of the Corporation’s stock is publicly traded on an established securities market or otherwise (within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code, as amended (the “Code”)) and (B) as a result of such termination, Employee would receive any payment that, absent the application of this Section 16, would be subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earliest of six (6) months after the Termination Date or such other date as will cause such payment not to be subject to such interest and additional tax.

(c)It is the intention of the parties that payments or benefits payable under this Agreement not be subject to the additional tax imposed pursuant to Section 409A of the Code.  To the extent such potential payments or benefits could become subject to such Section, the parties shall cooperate to amend this Agreement with the goal of giving Employee the economic benefits described herein in a manner that does not result in such tax being imposed.

(d)Notwithstanding anything to the contrary in the Agreement, payment to Employee upon termination shall be conditioned upon Employee’s execution of a legal release in a form satisfactory to Company in its discretion and drafted and executed to, among other things, ensure a final, complete and enforceable release of all claims that Employee has or may have against Company relating to or arising in any way from Employee’s employment with Company and/or the termination thereof (but excepting claims for indemnification or defense, whether under contract, the Articles of Incorporation, By-Laws, or otherwise), and complete and continuing confidentiality of Company’s proprietary information and trade secrets, and, at the Company’s discretion, the circumstances of Executive’s separation from Company and/or compensation received by Executive in connection with that separation.

17.Survival.  In the event that this Agreement is terminated by either party, Sections 5, 6, 9, 10, and 11 shall survive for the periods of time specified therein or if no period is specified, in perpetuity.

18.Benefit. This Agreement shall inure to the benefit of and be binding upon the Corporation, its successors and assigns, including, but not limited to (a) any entity which may acquire all or substantially all of the Corporation’s assets and business, (b) any entity with or into which the Corporation may be consolidated or merged, or (c) any entity that is the successor corporation in a share exchange, and Employee, his heirs, guardians and personal and legal representatives. Employee and the Corporation also agree that each Western Company shall be deemed to be a third-party beneficiary to this Agreement.

19.Notices.  All notices and communications hereunder shall be in writing and shall be deemed given when sent postage prepaid by registered or certified mail, return receipt requested, and, if intended for the Corporation, shall be addressed to it, to the attention of its President, at:

Western Gas Resources, Inc.

1099 18^th Street, Suite 1200

Denver, Colorado 80202

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or at such other address which the Corporation shall have given notice to Employee in the manner herein provided, and if intended for Employee, shall be addressed to him at his last known residence, or at such other address at which Employee shall have given notice to the Corporation in the manner provided herein:

John F. Chandler

20.Miscellaneous.

(a)           Governing Law and Venue.  This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado.  Resolution of any disputes under this Agreement shall only be held in courts in Denver County, Colorado, and the parties expressly consent to personal jurisdiction in courts in Denver County, Colorado and waive any objections to such jurisdiction.

(b)Severability.  In the event one or more of the provisions contained in this Agreement, or any application thereof, shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or any other application or modification thereof, shall not in any way be affected or impaired. The parties further agree that any such invalid, illegal or unenforceable provision or restriction shall be deemed modified so that it shall be enforced to the greatest extent permissible under law, and to the extent that any court of competent jurisdiction determines any provision or restriction herein to be overly broad, or unenforceable, such court is hereby empowered and authorized to limit such provisions or restriction so that it is enforceable for the longest duration of time, within the largest geographical area and with the broadest scope.

(c)Counterparts. This Agreement may be executed in more than one copy, each copy of which shall serve as an original for all purposes, but all copies shall constitute but one and the same Agreement.

(d)Assignment. Except as provided in Section 18, this Agreement is personal to each of the parties hereto, and neither party may assign nor delegate any of such party’s rights or obligations hereunder without first obtaining the written consent of the other party.

(e)Headings. All headings set forth in this Agreement are intended for convenience only and shall not control or affect the meaning, construction or effect of this Agreement or of any of the provisions hereof.

(f)Waiver of Breach. The waiver by any party hereto of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by any party.

(g)Entire Agreement. Except for the Indemnification Agreement, this Agreement contains all agreements, understandings, and arrangements between the parties hereto and no other exists. Except for the Indemnification Agreement, all previous agreements, understandings, and arrangements between the parties relating to

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employment are terminated by this Agreement. This Agreement may be amended, waived, changed, modified, extended or rescinded only by a writing signed by the party against whom such amendment, waiver, change, modification, extension or rescission is sought.

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IN WITNESS WHEREOF, the parties have hereunto set their hands as of the date first written above.

CORPORATION:
WESTERN GAS RESOURCES, INC.
By:	/s/ Peter A. Dea
Name:		Peter A. Dea
Title:		President and Chief Executive Officer
EMPLOYEE:
By:	/s/ John F. Chandler
Name: John F. Chandler

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EX-10.2

Exhibit 10.2

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (this “Agreement”), effective as of July 6, 2006, between Western Gas Resources, Inc., a Delaware corporation (the “Company”), and John F. Chandler (the “Indemnitee”).

WHEREAS, it is essential to the Company to retain and attract as officers the most capable persons available;

WHEREAS, Indemnitee is an officer of the Company;

WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against officers of public companies in today’s environment;

WHEREAS, the Bylaws of the Company require the Company to indemnify and advance expenses to its officers to the full extent permitted by law and the Indemnitee has been serving and continues to serve as an officer of the Company in part in reliance on such Bylaws;

WHEREAS, in recognition of Indemnitee’s need for substantial protection against personal liability in order to enhance Indemnitee’s continued service to the Company in an effective manner and Indemnitee’s reliance on the aforesaid Bylaws, and in part to provide Indemnitee with specific contractual assurance that the protection promised by such Bylaws will be available to Indemnitee (regardless of, among other things, any amendment to or revocation of such Bylaws, or any change in the composition of the Company’s Board of Directors or acquisition transaction relating to the Company), the Company wishes to provide in this Agreement for the indemnification of and the advancing of expenses to Indemnitee to the fullest extent (whether partial or complete) permitted by law and as set forth in this Agreement, and, to the extent insurance is maintained, for the continued coverage of Indemnitee under the Company’s directors’ and officers’ liability insurance policies; and

WHEREAS, prior hereto, the Company and the Indemnitee had entered into an indemnification agreement that the parties desire to restate.

NOW, THERFORE, in consideration of the premises and of Indemnitee continuing to serve the Company directly or, at its request, another enterprise, and intending to be legally bound hereby, the parties hereto agree as follows:

1.Certain Definitions.

(a)Change in Control:

(i)The acquisition by any individual, entity or group (within the meaning of Section 12(d) (3) or 13(d) (2) of the Exchange Act (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than thirty-five (35%) percent of either (A) the then outstanding shares of common stock of the

Company (the “Outstanding Common Stock”) or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control: (A) any acquisition by the Company, (B) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (C) any acquisition by any entity pursuant to a transaction which complies with Subsection 1(a)(iii); or

(ii)Individuals who, as of the date hereof, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Incumbent Board; or

(iii)Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Common Stock and Outstanding Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Common Stock and Outstanding Voting Securities, as the case may be, and (B) no person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 35% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the

time of the execution of the initial agreement, or of the action of the Incumbent Board providing for such Business Combination; or

(iv)Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

(b)Claim:  any threatened, pending or completed action, suit or proceeding, or any inquiry or investigation, whether instituted by the Company or any other party, that Indemnitee in good faith, believes might lead to the institution of any such action, suit or proceeding, whether civil, criminal, administrative, investigative or other, by reason of any action taken by Indemnitee or of any inaction on Indemnitee’s part while acting as a director, officer, employee or agent or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, limited liability company or other enterprise; in each case whether or not Indemnitee is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification or reimbursement can be provided under this Agreement; provided that any such action, suit or proceeding which is brought by Indemnitee against the Company or directors, officers, employees or agents of the Company shall not be deemed a Claim, except (i) with respect to actions or proceedings to establish or enforce a right to indemnify under this Agreement or any other agreement or insurance policy or under the Company’s Certificate of Incorporation or Bylaws now or hereafter in effect relating to Claims for Indemnifiable Events (as defined below), (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim, or (iii) as otherwise required under the Delaware General Company Law (“DGCL”), regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advance expense payment or insurance recovery, as the case may be.

(c)Costs: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 or amounts paid in settlement) related to or arising as a result of any Claim.

(d)Expenses: shall include, without limitation, attorneys’ fees and all other costs, expenses and obligations paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any Claim relating to any Indemnifiable Event.

(e)Indemnifiable Event: any event or occurrence, act or omission to act, related to the fact that Indemnitee is or was a director, officer, employee, agent or fiduciary of the Company, or is or was serving at the request of the Company as a director, officer, employee, trustee, agent or fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, or by reason of anything done or not done by Indemnitee in any such capacity, including, without limitation, under the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as

amended (the “Exchange Act”) or other federal or state statutory law or regulation, at common law or otherwise, and which may relate directly or indirectly to the registration, purchase, sale or ownership of any securities of the Company or to any fiduciary obligation owed with respect thereto.

(f)Independent Legal Counsel: an attorney or firm of attorneys, selected in accordance with the provisions of Section 3, who shall not have otherwise performed services for the Company or Indemnitee within the last three years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).

(g)Potential Change in Control: shall be deemed to have occurred if (i) the Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control; (ii) any person (including the Company) publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change in Control; or (iii) the Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred.

(h)Reviewing Party: any appropriate person or body consisting of a member or members of the Company’s Board of Directors or any other person or body appointed by the Board who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel.

(i)Voting Securities: any securities of the Company which vote generally in the election of directors.

2.Basic Indemnification Arrangement.

(a)In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify, defend and hold harmless Indemnitee to the fullest extent permitted by law, even if such indemnification is not specifically authorized by the other provisions of this Agreement, the Company’s Certificate of Incorporation, Bylaws or by statute.  In the event of any change after the date of this Agreement in any applicable law, statute or rule which expands the right of a Delaware corporation to indemnify a member of its Board of Directors or an officer, employee, controlling person, agent or fiduciary, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits afforded by such change.  In the event of any change in any applicable law, statute or rule which narrows the right of a Delaware corporation to indemnify a member of its Board of Directors or an officer, employee, agent or fiduciary, such change, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties’ rights and obligations hereunder.

(b)Notwithstanding the foregoing, the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the Independent

Legal Counsel referred to in Section 4 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law.

(c)If so requested by Indemnitee, the Company shall advance (within two business days of such request) any and all Expenses to Indemnitee (an “Expense Advance”).  Such obligation of the Company to make an Expense Advance shall be subject to Indemnitee having made the undertaking in Section 8 and the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court, of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed).

(d)If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, the Reviewing Party shall be the Independent Legal Counsel referred to in Section 4 hereof.

(e)Any indemnification under this Agreement, other than pursuant to Section 2(c) above, shall be made no later than 60 days after receipt by the Company of the written request of Indemnitee, accompanied by substantiating documentation of the Costs incurred by or for Indemnitee and shall not require evidence that Indemnitee has previously paid such costs.  If there has been no determination by the Reviewing Party within 60 days after written request by Indemnitee or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of Colorado or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive end binding on the Company and Indemnitee.

(f)Notwithstanding anything else contained herein, in no event shall Indemnitee be entitled to indemnification under this Agreement for any Claims that relate to liability: (i) under Section 16(b) of the Securities Exchange Act of 1934, as amended; (ii) from conduct finally adjudged as violating federal or state securities laws for “insider trading”; (iii) from conduct finally adjudged as constituting active or deliberate dishonesty or willful fraud or illegality; (iv) from conduct finally adjudged as producing an, unlawful personal benefit to Indemnitee; (v) from any disgorgement of bonus or other incentive-based or equity based compensation or profits from the sale of securities as the result of a

restatement pursuant to Section 304 of the Sarbanes-Oxley Act, or (vi) prior to a Change of Control and except to enforce this Agreement, under any Claim initiated by the Indemnitee unless the Board of Directors of the Company shall have authorized or consented to such Claim.

3.Contribution. If the indemnification provided for in Section 2 for any reason is held by a court of competent jurisdiction to be unavailable to an Indemnitee in respect of any losses, claims, damages, expenses or liabilities referred to therein, then the Company, in lieu of indemnifying Indemnitee thereunder, shall contribute to the amount paid or payable by Indemnitee as a result of such losses, claims, damages, expenses or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and Indemnitee, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and Indemnitee in connection with the action or inaction which resulted in such losses, claims, damages, expenses or liabilities, as well as any other relevant equitable considerations. In connection with the registration of the Company’s securities, the relative benefits received by the Company and Indemnitee shall be deemed to be in the same respective proportions that the net proceeds from the offering (before deducting expenses) received by the Company and the Indemnitee, in each case as set forth in the table on the cover page of the applicable prospectus, bear to the aggregate public offering price of the securities so offered.  The relative fault of the Company and Indemnitee shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or Indemnitee and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The Company and Indemnitee agree that it would not be just and equitable if contribution pursuant to this Section 3 were determined by pro rata or per capita allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph.  In connection with any registration of the Company’s securities, in no event and notwithstanding the other provisions of this Section 3 shall an Indemnitee be required to contribute any amount hereunder in excess of the lesser of (i) that proportion of the total of such losses, claims, damages or liabilities indemnified against equal to the proportion of the total securities sold under such registration statement that is being sold by Indemnitee or (ii) the proceeds received by Indemnitee from its sale of securities under such registration statement. No person found guilty of fraudulent misrepresentation (within the meaning of Section 10(f) of the Securities Act) shall be entitled to contribution from any person who was not found guilty of such fraudulent misrepresentation.

4.Change in Control. The Company agrees that if there is a Change in Control of the Company then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw now or hereafter in; effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law.

The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys’, fees, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

5.Establishment of Trust.

(a)In the event of a Potential Change in Control, the Company shall: (i) upon written request by Indemnitee, create a trust for the benefit of Indemnitee, with the trustee chosen by Indemnitee; (ii) from time to time upon written request of Indemnitee fund such trust, provide an irrevocable letter of credit, or other collateral or other financial arrangement satisfactory to Indemnitee, in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for and defending any Claim relating to an Indemnifiable Event, and any and all judgments, fines, penalties and settlement amounts of any end all Claims relating to en Indemnifiable Event from time to time actually paid or claimed, reasonably anticipated or proposed to be paid.

(b)Notwithstanding anything else contained herein, in no event shall the Company be required to deposit more than Five Hundred Thousand Dollars ($500,000) (whether in cash or an irrevocable letter of credit) in any trust created hereunder in excess of amounts deposited in respect of reasonably anticipated Expenses.

(c)The amount or amounts to be deposited in the trust pursuant to the foregoing funding obligation shall be determined by the Reviewing Party, in any case in which the Independent Legal Counsel referred to above is involved.

(d)The terms of the trust shall provide that upon a Change in Control (i) the trust shall not be revoked or the principal thereof invaded, without the written consent of the Indemnitee, (ii) the trustee shall advance, within two business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the trust under the circumstances under which the Indemnitee would be required to reimburse the Company under Section 2(b) of this Agreement), (iii) the trust shall continue to be funded by the Company in accordance with the funding obligation set forth herein, (iv) the trustee shall promptly pay to Indemnitee all amounts for which Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and (vi) all unexpended funds in such trust shall revert to the Company upon a final determination by the Reviewing Party or a court of competent jurisdiction, as the case may be, that Indemnitee has been fully indemnified under the terms of this Agreement.

6.Indemnification for Additional Expenses. The Company shall indemnify Indemnitee against any and all Expenses (including attorneys’ fees) and, if requested by Indemnitee, shall (within two business days of such request) make an Expense Advance to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for (i) indemnification or an Expense Advance by the Company under this Agreement or any other agreement or Company Bylaw now or hereafter in effect relating to Claims for Indemnifiable Events and/or (ii) recovery under any directors’ and officers’

liability insurance policies maintained by the Company, regardless of’ whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advance or insurance recovery, as the case may be, unless, as a part of such action, a court of competent jurisdiction over such action determines that the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous.

7.Partial Indemnity Etc. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses, judgments, fines, penalties and amounts paid in settlement of a Claim but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. Moreover, notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any or all Claims relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee shall be indemnified against all Expenses incurred in connection therewith.

8.Undertaking by Indemnitee.  Indmenitee hereby undertakes to repay to the Company any Expense Advance pursuant to Section 2 to the extent that it is ultimately determined that Indemnitee is not entitled to indemnification in accordance with the provisions of Section 2.

9.Burden of Proof. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder the burden of proof shall be on the Company to establish that Indemnitee is not so entitled.

10.No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not mat such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee’s claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.

11.Nonexclusivity, Etc. The rights of the Indemnitee hereunder shall be in addition to any other rights Indemnitee may have under the Company’s Bylaws or the DGCL or otherwise.

12.Liability Insurance.

(a)The Company hereby covenants and agrees that, so long as the Indemnitee shall continue to serve as a member of its Board of Directors or an officer, employee, controlling person, agent or fiduciary of the Company and thereafter so long as the Indemnitee shall be subject to any possible Claim by reason of the fact that the

Indemnitee was a member of its Board of Directors or an officer, employee, controlling person, agent or fiduciary of the Company, the Company shall promptly maintain in full force and effect directors’ and officers’ liability insurance in reasonable amounts from established and reputable insurers.

(b)In all policies of directors’ and officers’ liability insurance, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company’s directors, if the Indemnitee is a director; or of the Company’s officers, if the Indemnitee is not a director of the Company but is an officer; or of the Company’s key employees, if the Indemnitee is not a director or officer of the Company.

(c)If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(a) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in each of the Company’s policies.  The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

13.Choice of Counsel.  If Indemnitee is not an officer of the Company, Indemnitee, together with the other directors who are not officers of the Company (the “Outside Directors”), shall be entitled to employ, and be reimbursed for the fees and disbursements of, counsel separate from that chosen by Indemnitees who are officers of the Company.  The principal counsel for Outside Directors (“Principal Counsel”) shall be determined by majority vote of the Outside Directors, and the Principal Counsel for the Indemnitees who are not Outside Directors (“Separate Counsel”) shall be determined by majority vote of such Indemnitees.  The obligation of the Company to reimburse Indemnitee for the fees and disbursements of counsel hereunder shall not extend to the fees and disbursements of any counsel employed by Indemnitee other than Principal Counsel or Separate Counsel, as the case may be, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Claim at Indemnitee’s expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded with the advice of counsel that there is a substantial possibility that Principal Counsel or Separate Counsel, as the case may be, will have a conflict of interest in representing Indemnitee, or (C) the Company shall not continue to retain Principal Counsel or Separate Counsel, as the case may be, to defend such Claim, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company

14.Period of Limitations. No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company against Indemnitee, Indemnitee’s spouse, heirs, executors or personal or legal representatives after the expiration of two years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless, asserted by the timely filing of a legal action within such two-year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action such shorter period shall govern.

15.Amendments, Etc. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

16.Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights.

17.Settlement of Claims.  The Company shall not be liable to indemnify indemnitee under this Agreement for any amounts paid in settlement of any Claim effected without the Company’s prior written consent.  The Company shall not settle any Claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s prior written consent.  Neither the Company nor Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.  The Company shall not be liable to indemnify Indemnitee under this Agreement with regard to any judicial award if the Company was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such action.

18.No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any Claim made against Indemnitee to the extent Indemnitee has otherwise actually received payment (under any insurance policy, Bylaw or otherwise) of the amounts otherwise indemnifiable hereunder.

19.Binding Effect, Etc.  This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors, assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company, spouses, heirs, executors and personal and legal representatives. This Agreement shall continue in effect regardless of whether Indemnitee continues to serve as an officer or director of the Company or of any other enterprise at the Company’s request.

20.Severability. The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any provision within a single section, paragraph or sentence) is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable in any respect, and the validity and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired and shall remain enforceable to the fullest extent permitted by law.

21.Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware applicable to contracts made and to be performed in such state without giving effect to the principles of conflicts of laws.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of July 6, 2006.

WESTERN GAS RESOURCES, INC.
By:	/s/ Peter A. Dea
Name:		Peter A. Dea
Title:			President and Chief Executive
Officer
INDEMNITEE:
By:	/s/ John F. Chandler
Name: John F. Chandler

EX-10.3

Exhibit 10.3

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made effective as of July 6, 2006, by and between WESTERN GAS RESOURCES, INC., a Delaware corporation (the “Corporation”) and William J. Krysiak(“Employee”).

WITNESSETH:

WHEREAS, the Corporation, directly and indirectly through its subsidiaries, affiliated companies, partnerships, joint ventures and other business organizations (collectively, the “Western Companies” and individually, a “Western Company”) acquire, design, construct and operate natural gas gathering and processing facilities, market, store and transport natural gas and natural gas liquids, and explore for, develop, and produce oil and gas.

WHEREAS, Employee has substantial experience in the Corporation’s business and is currently the Corporation’s Executive Vice President and Chief Financial Officer.

WHEREAS, prior hereto, the Corporation and Employee entered into that Employment Agreement, dated October 15, 2001 (the “Prior Agreement”)

WHEREAS, the parties desire to clarify certain portions of the Prior Agreement and to modify certain of the benefits and obligations provided thereunder and accordingly, the Prior Agreement shall be terminated upon execution of and replaced in its entirety by this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties hereto agree as follows:

1.             Definitions.

(a)           “Annual Bonus” means a cash bonus, as may be determined pursuant to any bonus plan applicable to Employee for any fiscal year of the Corporation, in an amount which has been approved by the Corporation’s Board of Directors in its sole and absolute discretion to be payable to Employee.  For the purposes of Subsections 13(a) and 14(a)(i) of this Agreement, Annual Bonus shall mean the average of the last three Annual Bonus payments made to Employee prior to the Termination Date (annualized for any year in which Employee was not employed for the full year if the bonus for such year was pro rated and including any Annual Bonus determined by the Board of Directors in any year to be zero).  If Employee has been employed for a shorter period than that required to obtain three Annual Bonus Payments, the amount of Annual Bonus hereunder shall be the amount last paid to Employee or shall be the averaged annual amount of the most recent Annual Bonus payments made if more than one.

(b)           “Base Salary” means Employee’s current annual base salary payable by the Corporation.

(c)           “Cause” means (i) Employee’s material breach of this Agreement, or failure, neglect or refusal to perform his duties hereunder (other than any such failure resulting from Employee’s disability or from the assignment of duties that would constitute “Good Reason” as defined herein), (ii) any act or omission by Employee constituting willful misconduct or gross negligence which is, or could reasonably expected to become,

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materially injurious to the Corporation, monetarily or otherwise, (iii) Employee’s material violation of any domestic or foreign securities law or regulation, including those of the New York Stock Exchange or stock exchange governing the listing of the Corporation’s securities (other than inadvertent violations of reporting of beneficial ownership pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), (iv) any act by Employee constituting a felony; (v) any act by Employee constituting a misdemeanor involving moral turpitude, (vi) any theft or fraud by Employee which results in a felony or misdemeanor conviction of Employee, (vii) any dishonesty or knowing misrepresentation resulting or intended to result in personal benefit or enrichment to Employee or harm to the Corporation, or (viii) Employee’s material violation of any of the Corporation’s Board approved policies or any of the Corporation’s policies regarding prohibited discriminatory or harassing behavior.

(d)           “Change of Control” means as a result of one transaction or a series of related transactions:

(i)            The acquisition by any individual, entity or group (within the meaning of Section 12(d) (3) or 13(d) (2) of the Exchange Act (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than thirty-five (35%) percent of either (A) the then outstanding shares of common stock of the Corporation (the “Outstanding Common Stock”) or (B) the combined voting power of the then outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the “Outstanding Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control: (A) any acquisition by the Corporation, (B) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any corporation controlled by the Corporation, or (C) any acquisition by any entity pursuant to a transaction which complies with Subsection 1(d)(iii); or

(ii)           Individuals who, as of the date hereof, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Corporation’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Incumbent Board; or

(iii)          Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Corporation (a “Business Combination”), in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Common Stock and Outstanding Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting

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securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Corporation or all or substantially all of the Corporation’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Common Stock and Outstanding Voting Securities, as the case may be, and (B) no person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Corporation or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 35% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Incumbent Board providing for such Business Combination; or

(iv)          Approval by the shareholders of the Corporation of a complete liquidation or dissolution of the Corporation.

(e)           “Change of Control Event” means the earlier of (i) a Change of Control, or (ii) the execution and delivery by the Corporation of an agreement providing for a Change of Control.

(f)            “Change of Control Period” means the period commencing ninety (90) days prior to the occurrence of a Change of Control Event and ending 12 months after such Change of Control.

(g)           “Confidential Information” means all nonpublic information and trade secrets (whether in paper or electronic form, or contained in Employee’s memory or otherwise stored or recorded) relating to or arising from the business, operations or properties of any of the Western Companies, including, but not limited to, any information concerning the business operations, business strategies, nonpublic policies or internal structure of the Western Companies; Litigation Information; Confidential Projects; proposed projects and areas of intended leasing activity and gathering and processing activity; the customers, vendors, contractors, suppliers or clients of any of the Western Companies; any acquisition strategies of any of the Western Companies; the gas and other products, marketing or transportation strategies of any of the Western Companies; the terms of any gas gathering, processing, marketing, or transportation contracts entered into by any of the Western Companies; past, present or future research by any of the Western Companies in connection with the existing or proposed business or operations of any of the Western Companies; personnel data of any of the Western Companies; Employee’s work performed for, or relating to or for, any customer or client of any of the Western Companies; the gas or other product pricing for any customer or client of any of the Western Companies; any method or procedure relating or pertaining to projects developed by any Western Companies or contemplated by any Western Company to be developed; any gas gathering, processing, drilling, marketing, transportation project which any of the Western Companies is developing; all Technical and Engineering Information.  Information shall not

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be deemed to be Confidential Information for purposes of this Agreement which: (i) is or hereafter becomes publicly known through no improper or unauthorized act or omission of Employee; (ii) is received by Employee without restriction on disclosure from a third party who disclosed the information without, to the best of Employee’s knowledge, violating any restriction on confidentiality or disclosure; or (iii) is independently developed after the termination of Employee’s employment with the Corporation by Employee without reference to the Confidential Information and without violation of any confidentiality restriction.

(h)           “Confidential Projects” means the activities of or plans of any Western Company relating to the development, planning or execution of new project, expansion or acquisition strategy or target relating to areas of intended leasing activity and gathering and processing activity or any other material business of any Western Company.

(i)            “Good Reason” means (i) any material breach by the Corporation of its obligations under this Agreement, including the failure of the Corporation to pay Employee the Base Salary or, if declared by the Board, the Annual Bonus, or any other payment due Employee hereunder, or to provide any benefits required pursuant to this Agreement; (ii) any action of Corporation that results in any reduction in Employee’s title below an officer title, (iii) any action of Corporation that results in any material diminishment in Employee’s duties, functions, responsibilities or authority( provided however that any changes in spending authority shall not be considered to be a material diminishment in duties, functions, responsibilities or authority), (iv) any reduction of Employee’s Base Salary, (v) any material reduction of benefits on a basis different than other peer executives of the Corporation; or (vi) a requirement that Employee be based anywhere other than within twenty-five (25) miles of Employee’s current principal place of employment except for travel that may be required of Employee in performing his employment duties hereunder; provided, however, that if the Corporation suspends Employee from performing his employment duties hereunder for the purposes of performing an internal investigation potentially involving Employee or if the Employee is terminated for Cause, then such suspension or termination shall not constituted Good Reason.

(j)            “Litigation Information” means information concerning possible or existing claims, investigations or litigation involving any of the Western Companies.

(k)           “Material Competition” means that Employee is involved in any business or investment activity, in any capacity, including, but not limited to, as an employee, consultant, advisor, agent, shareholder (other than as a shareholder of less than five (5%) percent of a publicly traded corporation), independent contractor, investor, partner, member, owner or otherwise, which activity directly competes with or has a material adverse economic effect on any of the activities or business of any Western Company.  Material competition includes, but is not limited to, any activity involving the gathering and processing business within 25 miles of one of the Western Companies’ existing or planned gathering, processing or generation facilities; any activity involving the purchase of oil or gas leases, the farming-in of such leases or any similar arrangement, within five (5) miles of the boundaries of an existing oil or gas lease of any Western Company; and, in relation to a Confidential Project involving oil and gas exploration, development or production, any activity, directly or indirectly, involving the purchase of oil or gas leases or the farm-in or participation in operations under leases or any similar arrangement within ten (10) miles of the boundaries of the target area of such Confidential Project.

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(l)            “Short Term Disability Period” means the period of ninety (90) days’ following determination of Employee’s disability as that term is defined pursuant to the Corporation’s long-term disability insurance plan.

(m)          “Technical and Engineering Information” means all nonpublic information, technical and engineering information associated with or related to any oil, gas or mineral property and any gathering and/or processing facility of any of the Western Companies or with respect to which any of the Western Companies formed an intention to acquire, lease or form any other business relationship prior to the termination of Employee’s employment including, but not limited to, seismic data, engineering reports and methods, geological matters, the results of expiration, drilling, drill cores, cuttings and other samples, production, processing, gathering and drilling techniques and water disposal techniques; or any plans or strategy related to the foregoing.

(n)           “Termination Date” means the effective date of termination of employment under this Agreement.

2.             Employment. The Corporation hereby employs Employee and Employee hereby accepts such employment with the Corporation upon the terms and conditions hereinafter set forth.  Employee’s employment shall continue until it is terminated in accordance with the provisions herein.

3.             Powers, Duties and Responsibilities.

(a)           Employee shall devote his full time, attention and effort to the business of the Western Companies during the Corporation’s normal business hours and during such other times as are reasonably necessary for the proper performance of his responsibilities hereunder; provided, however, that Employee may serve (i) on the board of any charitable organization or industry group, and (ii) with the consent of the Board of Directors, Employee may serve on the board of one (1) publicly traded corporation; and provided further that in the case of both (i) and (ii) above that such service does not significantly interfere with Employee’s duties hereunder.

(b)           Employee’s primary duties shall be to act as the Executive Vice President and Chief Financial Officer.  Employee shall have such powers, duties and responsibilities, and shall perform such other functions in connection with the business of the Western Companies, as may be assigned from time to time by the Corporation.

4.             Base Salary and Annual Bonus.  For all of the services rendered by Employee pursuant to this Agreement, the Corporation shall pay Employee his Base Salary, payable in accordance with the Corporation’s normal pay practices so long as employed under this Agreement.  In no event shall Employee’s Base Salary be decreased, but it may, from time to time be increased at the discretion of the Corporation.  In addition, the Corporation shall pay Employee an Annual Bonus as determined by the Board of Directors from time to time.

5.             Officer Insurance Coverage - Costs of Defense.  During the term of Employee’s employment and thereafter, to the extent the Corporation maintains an insurance policy or policies providing directors’ and officers’ liability insurance, Employee shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for

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any officer of the Corporation provided that such insurance coverage is available to the Corporation at a reasonable cost. Such coverage shall provide to Employee officer liability insurance coverage to cover any claims that may be made arising from his past, present, or future activities on behalf of the Western Companies.  Employee hereby represents that to his knowledge no investigation, claim, or litigation is currently pending or threatened against him at this time relating to or arising out of his activities as an employee of any Western Company.

6.             Cooperation With Respect to Investigations, Claims or Litigation.  During the term of Employee’s employment and at all times thereafter, should a Western Company become involved in any investigation, claim, or litigation relating to or arising out of Employee’s past, present, or future duties with a Western Company or with respect to any matters which Employee has knowledge, Employee agrees to fully, and in good faith, cooperate with the Corporation with respect to such investigation, claim, or litigation.  The Corporation shall reimburse Employee for any and all expenses in accordance with the Indemnification Agreement, as defined below.

7.             Indemnification Agreement.  Exhibit “A”, attached hereto and incorporated herein by reference, is an Indemnification Agreement by and between the Corporation and Employee. The Corporation and Employee each agree to execute and deliver such Indemnification Agreement concurrently with the execution and delivery of this Agreement. To the extent any provision set forth in the Indemnification Agreement is in conflict with any provision set forth in this Agreement, the provision set forth in the Indemnification Agreement shall govern.

8.             Employee Benefits. During the term of employment hereunder, Employee shall be eligible to participate in the employee benefit plans provided by the Corporation on the same basis as other similarly situated executives at the level of Vice President and above, as such plans may be changed from time to time, in accordance with the provisions of such plans, including, but not limited to, the Corporation’s qualified retirement plans and the Corporation’s stock incentive plan(s). Employee hereby agrees and acknowledges that nothing in this Agreement guarantees him the right to any grant of stock options, restricted stock or any other right under any stock incentive plan, or other plan.

9.             Confidential Information and Nondisclosure.

(a)           Employee acknowledges that pursuant to his employment hereunder, Employee occupies a position of trust and confidence.  Accordingly, in the course of performing the employment obligations hereunder, Employee will have access to and may develop or obtain certain Confidential Information.

(b)           Employee agrees that all Confidential Information shall remain the exclusive property of the Corporation during and after Employee’s employment with the Corporation.  Employee further agrees that during and after the term hereof, he shall not, except for the benefit of the Corporation pursuant to the exercise of his duties hereunder or with prior written consent of the Corporation, use for any purpose or disclose to any third party any of the Confidential Information.

(c)           All information, drawings, documents and materials whether in writing, on computer disks, computer hard drive, on magnetic tape or otherwise prepared by Employee in connection with his employment are hereby assigned to the Corporation without reservation of any rights by Employee, and all such information which Employee obtains in the course of or as result of his employment by the Corporation in all cases shall

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be the sole and exclusive property of the Corporation and will be delivered to the Corporation by Employee on the earlier of a demand by the Corporation or promptly after the Termination Date, together with all written, computer, magnetic tape or other evidence of the information, drawings, document and materials, if any, furnished by any Western Company to Employee in connection with Employee’s employment.

(d)           If Employee violates this agreement of confidentiality, Employee agrees that the Western Companies shall, in addition to any other remedy provided by law, be permitted to pursue an action for injunctive relief, monetary damages, or both.

10.          Non-Solicitation. During the term of this Agreement and for a period of eighteen months (18) thereafter, Employee shall not hire, offer to hire, solicit, or participate in the hiring or induce the resignation of any officer or employee of any Western Company; provided, however, nothing contained herein shall prevent Employee from hiring any officer or employee of any Western Company that originates as a result of a general solicitation in a publicly available publication, including the internet, as long as there is no involvement or participation of any kind or nature, directly or indirectly by Employee in (a) the solicitation of the officer or employee of any Western Company, or (b) inducing the resignation of such officer or employee of any Western Company. In the event Employee violates this non-solicitation provision, the Western Company shall, in addition to any other remedy provided by law, be permitted to pursue an action for injunctive relief, monetary damages, or both.

11.          Agreement Not to Compete. The parties hereto recognize that Employee is retained by the Corporation as part of a professional, management and executive staff of the Corporation whose duties include the formulation and execution of corporate strategy.  Therefore,

(a)           Employee hereby agrees that while Employee is employed pursuant to this Agreement he shall not act or engage in Material Competition; and

(b)           for a period of one (1) year following the Termination date:

(i)            In the event that this Agreement is terminated by the Corporation for Cause or by Employee without Good Reason, he shall not act or engage in Material Competition with respect to the business or activities of any Western Company as they exist on the date of termination of Employee’s employment; or

(ii)           In the event that this Agreement is terminated by the Corporation without Cause or by the Employee for Good Reason, he shall not act or engage in Material Competition with respect to any Confidential Projects as they existed up to and including the Termination Date in any State in which any Western Company engages or plans to engage in business.

In the event that Employee violates this agreement not to compete, the Corporation shall, in addition to any other remedies provided by law, be permitted to pursue an action for injunctive relief (preliminary or permanent), monetary damages, or both.

12.          Termination of Employment.  Employee’s employment and this Agreement shall terminate upon the first to occur of the following events:

(a)           Employee’s death.

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(b)           The end of the Short Term Disability Period if Employee is unable to return to work at the end of such Short Term Disability Period; provided, however, that during such Short Term Disability Period, Employee shall be entitled to 100% of Employee’s Base Salary reduced by any other Corporation-provided salary-related benefits to which Employee may be entitled with respect to the Short Term Disability Period which benefits are payable solely on account of such disability (including, but not limited to, benefits under any disability insurance policy, worker’s compensation law or any other benefit program or arrangement).

(c)           Employee’s written election to terminate employment, with or without Good Reason, to be effective ninety (90) days thereafter unless an earlier effective date is specified by the Corporation.

(d)           The Corporation’s written election to terminate Employee’s employment with or without Cause, effective as of the date set forth by the Corporation in such election.

13.          Employee’s Rights and Obligations Upon Death or Disability.  If Employee’s employment is terminated as a result of death or disability, then Employee shall be entitled to the following in full satisfaction of all of his rights under this Agreement or at law:

(a)           Employee’s Right to Base Salary and Benefits.  Employee shall be entitled to the following: (i) Base Salary and employee benefits, if any, which have been earned but not paid through the Termination Date, and (ii) an Annual Bonus, equal to the product of (A) the Annual Bonus, and (B) a fraction, the numerator of which is the number of days in the current fiscal year through the date of termination and the denominator of which is 365.

(b)           Employee’s Obligations.  Notwithstanding such termination of employment, if Employee is terminated as a result of disability, Employee shall remain bound by the provisions of Sections 6, 9, 10 and 11 hereof.

14.          Employee’s Rights and Obligations Upon Termination of Employment By The Corporation Without Cause or By Employee for Good Reason.  If Employee’s employment is terminated by the Corporation without Cause or by Employee for Good Reason, then Employee shall be entitled to the following in full satisfaction of his rights under this Agreement or at law:

(a)           Severance Pay.

(i)            Employee shall be entitled to severance pay in an amount equal to:

(A) the sum of (1) Employee’s Base Salary, if any, which has been earned but not paid through the Termination Date, (2) the product of (x) the Annual Bonus and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Termination Date and the denominator of which is 365, and (3) any accrued vacation or other pay pursuant to the Corporation’s vacation or Paid Time Off policy, to the extent not previously paid; and

(B) an amount equal to the sum of (1) Employee’s Base Salary and (2) the Annual Bonus; provided, however, that in the event that Employee’s

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employment has been terminated, as set forth above in this Section 14, at any time during a Change of Control Period, then this amount shall be multiplied by a factor of 2 and Employee shall receive such increased amount less any amount previously paid to Employee under this sub-section (B).

(ii)           Employee shall be entitled to continue to receive group health and dental insurance coverage equivalent to the coverage to which he would have been entitled under such plans if he had continued working for the Corporation in the position held on the Termination Date for a period of 12 months following the Termination Date, which period shall be increased to 24 months in the event that Employee has been terminated at any time during a Change of Control Period.  In addition, the Corporation shall continue to pay the premiums on any supplemental term life and long term disability policies obtained by the Corporation for Employee’s benefit on or before the Termination date for a period of 12 months following the Termination Date, which period shall be increased to 24 months in the event that Employee has been terminated at any time during a Change of Control Period.

(b)           Certain Additional Payments by the Corporation. The Corporation shall be responsible for the payment of taxes to the extent applicable as set forth in Exhibit “B” hereto.  Any payments made hereunder as a result of a Change of Control shall be subject to the provisions of Exhibit “B”.

(c)           Employee’s Obligations.  Notwithstanding such termination of employment, Employee shall remain bound by the provisions of Sections 6, 9, 10 and 11 hereof.

15.          Employee’s Rights and Obligations Upon Termination of Employment by the Corporation With Cause or Termination of Employment by Employee Without Good Reason.  If Employee’s employment is terminated by the Corporation with Cause or by Employee without Good Reason, then Employee shall be entitled to the following in full satisfaction of all of his rights under this Agreement or at law:

(a)           Severance Pay.  Employee shall not be entitled to any severance pay.

(b)           Employee’s Right to Base Salary and Benefits. Employee shall only be entitled to the Base Salary and employee benefits, if any, earned but not paid through the Termination Date. Employee shall only be entitled to such additional Annual Bonus, if any, which has been previously authorized by the Board of Directors, but has not been paid as of the Termination Date.

(c)           Employee’s Obligations. Notwithstanding such termination of employment, Employee shall remain bound by the provisions of Sections 6, 9, 10 and 11 hereof.

16.          Payment Dates; Section 409A of the Internal Revenue Code.

(a)           Subject to the provisions of Sections 16(b), (c) and (d) below, any payments required to be made to Employee pursuant to Sections 13, 14 or 15 hereunder shall be made within thirty (30) days’ of the Termination Date.

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(b)           Anything in this Agreement to the contrary notwithstanding, if (i) on the Termination Date any of the Corporation’s stock is publicly traded on an established securities market or otherwise (within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code, as amended (the “Code”)) and (B) as a result of such termination, Employee would receive any payment that, absent the application of this Section 16, would be subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earliest of six (6) months after the Termination Date or such other date as will cause such payment not to be subject to such interest and additional tax.

(c)           It is the intention of the parties that payments or benefits payable under this Agreement not be subject to the additional tax imposed pursuant to Section 409A of the Code.  To the extent such potential payments or benefits could become subject to such Section, the parties shall cooperate to amend this Agreement with the goal of giving Employee the economic benefits described herein in a manner that does not result in such tax being imposed.

(d)           Notwithstanding anything to the contrary in the Agreement, payment to Employee upon termination shall be conditioned upon Employee’s execution of a legal release in a form satisfactory to Company in its discretion and drafted and executed to, among other things, ensure a final, complete and enforceable release of all claims that Employee has or may have against Company relating to or arising in any way from Employee’s employment with Company and/or the termination thereof (but excepting claims for indemnification or defense, whether under contract, the Articles of Incorporation, By-Laws, or otherwise), and complete and continuing confidentiality of Company’s proprietary information and trade secrets, and, at the Company’s discretion, the circumstances of Executive’s separation from Company and/or compensation received by Executive in connection with that separation.

17.          Survival.  In the event that this Agreement is terminated by either party, Sections 5, 6, 9, 10, and 11 shall survive for the periods of time specified therein or if no period is specified, in perpetuity.

18.          Benefit. This Agreement shall inure to the benefit of and be binding upon the Corporation, its successors and assigns, including, but not limited to (a) any entity which may acquire all or substantially all of the Corporation’s assets and business, (b) any entity with or into which the Corporation may be consolidated or merged, or (c) any entity that is the successor corporation in a share exchange, and Employee, his heirs, guardians and personal and legal representatives. Employee and the Corporation also agree that each Western Company shall be deemed to be a third-party beneficiary to this Agreement.

19.          Notices.  All notices and communications hereunder shall be in writing and shall be deemed given when sent postage prepaid by registered or certified mail, return receipt requested, and, if intended for the Corporation, shall be addressed to it, to the attention of its President, at:

Western Gas Resources, Inc.

1099 18^th Street, Suite 1200

Denver, Colorado 80202

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or at such other address which the Corporation shall have given notice to Employee in the manner herein provided, and if intended for Employee, shall be addressed to him at his last known residence, or at such other address at which Employee shall have given notice to the Corporation in the manner provided herein:

20.          Miscellaneous.

(a)           Governing Law and Venue.  This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado.  Resolution of any disputes under this Agreement shall only be held in courts in Denver County, Colorado, and the parties expressly consent to personal jurisdiction in courts in Denver County, Colorado and waive any objections to such jurisdiction.

(b)           Severability.  In the event one or more of the provisions contained in this Agreement, or any application thereof, shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or any other application or modification thereof, shall not in any way be affected or impaired. The parties further agree that any such invalid, illegal or unenforceable provision or restriction shall be deemed modified so that it shall be enforced to the greatest extent permissible under law, and to the extent that any court of competent jurisdiction determines any provision or restriction herein to be overly broad, or unenforceable, such court is hereby empowered and authorized to limit such provisions or restriction so that it is enforceable for the longest duration of time, within the largest geographical area and with the broadest scope.

(c)           Counterparts. This Agreement may be executed in more than one copy, each copy of which shall serve as an original for all purposes, but all copies shall constitute but one and the same Agreement.

(d)           Assignment. Except as provided in Section 18, this Agreement is personal to each of the parties hereto, and neither party may assign nor delegate any of such party’s rights or obligations hereunder without first obtaining the written consent of the other party.

(e)           Headings. All headings set forth in this Agreement are intended for convenience only and shall not control or affect the meaning, construction or effect of this Agreement or of any of the provisions hereof.

(f)            Waiver of Breach. The waiver by any party hereto of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by any party.

(g)           Entire Agreement. Except for the Indemnification Agreement, this Agreement contains all agreements, understandings, and arrangements between the parties hereto and no other exists. Except for the Indemnification Agreement, all previous agreements, understandings, and arrangements between the parties relating to

11

employment are terminated by this Agreement. This Agreement may be amended, waived, changed, modified, extended or rescinded only by a writing signed by the party against whom such amendment, waiver, change, modification, extension or rescission is sought.

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IN WITNESS WHEREOF, the parties have hereunto set their hands as of the date first written above.

CORPORATION:
WESTERN GAS RESOURCES, INC.
By:	/s/ Peter A. Dea
Name: Peter A. Dea
Title:   President and Chief Executive Officer
EMPLOYEE:
By:	/s/ William J. Krysiak
Name: William J. Krysiak

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EX-10.4

Exhibit 10.4

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (this “Agreement”), effective as of July 6, 2006, between Western Gas Resources, Inc., a Delaware corporation (the “Company”), and William J. Krysiak (the “Indemnitee”).

WHEREAS, it is essential to the Company to retain and attract as officers the most capable persons available;

WHEREAS, Indemnitee is an officer of the Company;

WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against officers of public companies in today’s environment;

WHEREAS, the Bylaws of the Company require the Company to indemnify and advance expenses to its officers to the full extent permitted by law and the Indemnitee has been serving and continues to serve as an officer of the Company in part in reliance on such Bylaws;

WHEREAS, in recognition of Indemnitee’s need for substantial protection against personal liability in order to enhance Indemnitee’s continued service to the Company in an effective manner and Indemnitee’s reliance on the aforesaid Bylaws, and in part to provide Indemnitee with specific contractual assurance that the protection promised by such Bylaws will be available to Indemnitee (regardless of, among other things, any amendment to or revocation of such Bylaws, or any change in the composition of the Company’s Board of Directors or acquisition transaction relating to the Company), the Company wishes to provide in this Agreement for the indemnification of and the advancing of expenses to Indemnitee to the fullest extent (whether partial or complete) permitted by law and as set forth in this Agreement, and, to the extent insurance is maintained, for the continued coverage of Indemnitee under the Company’s directors’ and officers’ liability insurance policies; and

WHEREAS, prior hereto, the Company and the Indemnitee had entered into an indemnification agreement that the parties desire to restate.

NOW, THERFORE, in consideration of the premises and of Indemnitee continuing to serve the Company directly or, at its request, another enterprise, and intending to be legally bound hereby, the parties hereto agree as follows:

1.Certain Definitions.

(a)Change in Control:

(i)The acquisition by any individual, entity or group (within the meaning of Section 12(d) (3) or 13(d) (2) of the Exchange Act (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than thirty-five (35%) percent of either (A) the then outstanding shares of common stock of the

Company (the “Outstanding Common Stock”) or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control: (A) any acquisition by the Company, (B) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (C) any acquisition by any entity pursuant to a transaction which complies with Subsection 1(a)(iii); or

(ii)Individuals who, as of the date hereof, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Incumbent Board; or

(iii)Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Common Stock and Outstanding Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Common Stock and Outstanding Voting Securities, as the case may be, and (B) no person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 35% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the

time of the execution of the initial agreement, or of the action of the Incumbent Board providing for such Business Combination; or

(iv)Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

(b)Claim:  any threatened, pending or completed action, suit or proceeding, or any inquiry or investigation, whether instituted by the Company or any other party, that Indemnitee in good faith, believes might lead to the institution of any such action, suit or proceeding, whether civil, criminal, administrative, investigative or other, by reason of any action taken by Indemnitee or of any inaction on Indemnitee’s part while acting as a director, officer, employee or agent or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, limited liability company or other enterprise; in each case whether or not Indemnitee is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification or reimbursement can be provided under this Agreement; provided that any such action, suit or proceeding which is brought by Indemnitee against the Company or directors, officers, employees or agents of the Company shall not be deemed a Claim, except (i) with respect to actions or proceedings to establish or enforce a right to indemnify under this Agreement or any other agreement or insurance policy or under the Company’s Certificate of Incorporation or Bylaws now or hereafter in effect relating to Claims for Indemnifiable Events (as defined below), (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim, or (iii) as otherwise required under the Delaware General Company Law (“DGCL”), regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advance expense payment or insurance recovery, as the case may be.

(c)Costs: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 or amounts paid in settlement) related to or arising as a result of any Claim.

(d)Expenses: shall include, without limitation, attorneys’ fees and all other costs, expenses and obligations paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any Claim relating to any Indemnifiable Event.

(e)Indemnifiable Event: any event or occurrence, act or omission to act, related to the fact that Indemnitee is or was a director, officer, employee, agent or fiduciary of the Company, or is or was serving at the request of the Company as a director, officer, employee, trustee, agent or fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, or by reason of anything done or not done by Indemnitee in any such capacity, including, without limitation, under the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as

amended (the “Exchange Act”) or other federal or state statutory law or regulation, at common law or otherwise, and which may relate directly or indirectly to the registration, purchase, sale or ownership of any securities of the Company or to any fiduciary obligation owed with respect thereto.

(f)Independent Legal Counsel: an attorney or firm of attorneys, selected in accordance with the provisions of Section 3, who shall not have otherwise performed services for the Company or Indemnitee within the last three years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).

(g)Potential Change in Control: shall be deemed to have occurred if (i) the Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control; (ii) any person (including the Company) publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change in Control; or (iii) the Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred.

(h)Reviewing Party: any appropriate person or body consisting of a member or members of the Company’s Board of Directors or any other person or body appointed by the Board who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel.

(i)Voting Securities: any securities of the Company which vote generally in the election of directors.

2.Basic Indemnification Arrangement.

(a)In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify, defend and hold harmless Indemnitee to the fullest extent permitted by law, even if such indemnification is not specifically authorized by the other provisions of this Agreement, the Company’s Certificate of Incorporation, Bylaws or by statute. In the event of any change after the date of this Agreement in any applicable law, statute or rule which expands the right of a Delaware corporation to indemnify a member of its Board of Directors or an officer, employee, controlling person, agent or fiduciary, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits afforded by such change. In the event of any change in any applicable law, statute or rule which narrows the right of a Delaware corporation to indemnify a member of its Board of Directors or an officer, employee, agent or fiduciary, such change, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties’ rights and obligations hereunder.

(b)Notwithstanding the foregoing, the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the Independent

Legal Counsel referred to in Section 4 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law.

(c)If so requested by Indemnitee, the Company shall advance (within two business days of such request) any and all Expenses to Indemnitee (an “Expense Advance”). Such obligation of the Company to make an Expense Advance shall be subject to Indemnitee having made the undertaking in Section 8 and the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court, of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed).

(d)If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, the Reviewing Party shall be the Independent Legal Counsel referred to in Section 4 hereof.

(e)Any indemnification under this Agreement, other than pursuant to Section 2(c) above, shall be made no later than 60 days after receipt by the Company of the written request of Indemnitee, accompanied by substantiating documentation of the Costs incurred by or for Indemnitee and shall not require evidence that Indemnitee has previously paid such costs. If there has been no determination by the Reviewing Party within 60 days after written request by Indemnitee or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of Colorado or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive end binding on the Company and Indemnitee.

(f)Notwithstanding anything else contained herein, in no event shall Indemnitee be entitled to indemnification under this Agreement for any Claims that relate to liability: (i) under Section 16(b) of the Securities Exchange Act of 1934, as amended; (ii) from conduct finally adjudged as violating federal or state securities laws for “insider trading”; (iii) from conduct finally adjudged as constituting active or deliberate dishonesty or willful fraud or illegality; (iv) from conduct finally adjudged as producing an, unlawful personal benefit to Indemnitee; (v) from any disgorgement of bonus or other incentive-based or equity based compensation or profits from the sale of securities as the result of a

restatement pursuant to Section 304 of the Sarbanes-Oxley Act, or (vi) prior to a Change of Control and except to enforce this Agreement, under any Claim initiated by the Indemnitee unless the Board of Directors of the Company shall have authorized or consented to such Claim.

3.Contribution.If the indemnification provided for in Section 2 for any reason is held by a court of competent jurisdiction to be unavailable to an Indemnitee in respect of any losses, claims, damages, expenses or liabilities referred to therein, then the Company, in lieu of indemnifying Indemnitee thereunder, shall contribute to the amount paid or payable by Indemnitee as a result of such losses, claims, damages, expenses or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and Indemnitee, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and Indemnitee in connection with the action or inaction which resulted in such losses, claims, damages, expenses or liabilities, as well as any other relevant equitable considerations. In connection with the registration of the Company’s securities, the relative benefits received by the Company and Indemnitee shall be deemed to be in the same respective proportions that the net proceeds from the offering (before deducting expenses) received by the Company and the Indemnitee, in each case as set forth in the table on the cover page of the applicable prospectus, bear to the aggregate public offering price of the securities so offered. The relative fault of the Company and Indemnitee shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or Indemnitee and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The Company and Indemnitee agree that it would not be just and equitable if contribution pursuant to this Section 3 were determined by pro rata or per capita allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. In connection with any registration of the Company’s securities, in no event and notwithstanding the other provisions of this Section 3 shall an Indemnitee be required to contribute any amount hereunder in excess of the lesser of (i) that proportion of the total of such losses, claims, damages or liabilities indemnified against equal to the proportion of the total securities sold under such registration statement that is being sold by Indemnitee or (ii) the proceeds received by Indemnitee from its sale of securities under such registration statement. No person found guilty of fraudulent misrepresentation (within the meaning of Section 10(f) of the Securities Act) shall be entitled to contribution from any person who was not found guilty of such fraudulent misrepresentation.

4.Change in Control. The Company agrees that if there is a Change in Control of the Company then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw now or hereafter in; effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law.

The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys’, fees, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

5.Establishment of Trust.

(a)In the event of a Potential Change in Control, the Company shall: (i) upon written request by Indemnitee, create a trust for the benefit of Indemnitee, with the trustee chosen by Indemnitee; (ii) from time to time upon written request of Indemnitee fund such trust, provide an irrevocable letter of credit, or other collateral or other financial arrangement satisfactory to Indemnitee, in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for and defending any Claim relating to an Indemnifiable Event, and any and all judgments, fines, penalties and settlement amounts of any end all Claims relating to en Indemnifiable Event from time to time actually paid or claimed, reasonably anticipated or proposed to be paid.

(b)Notwithstanding anything else contained herein, in no event shall the Company be required to deposit more than [Five Hundred Thousand Dollars ($500,000)] (whether in cash or an irrevocable letter of credit) in any trust created hereunder in excess of amounts deposited in respect of reasonably anticipated Expenses.

(c)The amount or amounts to be deposited in the trust pursuant to the foregoing funding obligation shall be determined by the Reviewing Party, in any case in which the Independent Legal Counsel referred to above is involved.

(d)The terms of the trust shall provide that upon a Change in Control (i) the trust shall not be revoked or the principal thereof invaded, without the written consent of the Indemnitee, (ii) the trustee shall advance, within two business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the trust under the circumstances under which the Indemnitee would be required to reimburse the Company under Section 2(b) of this Agreement), (iii) the trust shall continue to be funded by the Company in accordance with the funding obligation set forth herein, (iv) the trustee shall promptly pay to Indemnitee all amounts for which Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and (vi) all unexpended funds in such trust shall revert to the Company upon a final determination by the Reviewing Party or a court of competent jurisdiction, as the case may be, that Indemnitee has been fully indemnified under the terms of this Agreement.

6.Indemnification for Additional Expenses. The Company shall indemnify Indemnitee against any and all Expenses (including attorneys’ fees) and, if requested by Indemnitee, shall (within two business days of such request) make an Expense Advance to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for (i) indemnification or an Expense Advance by the Company under this Agreement or any other agreement or Company Bylaw now or hereafter in effect relating to Claims for Indemnifiable Events and/or (ii) recovery under any directors’ and officers’

liability insurance policies maintained by the Company, regardless of’ whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advance or insurance recovery, as the case may be, unless, as a part of such action, a court of competent jurisdiction over such action determines that the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous.

7.Partial Indemnity Etc. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses, judgments, fines, penalties and amounts paid in settlement of a Claim but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. Moreover, notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any or all Claims relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee shall be indemnified against all Expenses incurred in connection therewith.

8.Undertaking by Indemnitee. Indmenitee hereby undertakes to repay to the Company any Expense Advance pursuant to Section 2 to the extent that it is ultimately determined that Indemnitee is not entitled to indemnification in accordance with the provisions of Section 2.

9.Burden of Proof. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder the burden of proof shall be on the Company to establish that Indemnitee is not so entitled.

10.No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not mat such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee’s claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.

11.Nonexclusivity, Etc. The rights of the Indemnitee hereunder shall be in addition to any other rights Indemnitee may have under the Company’s Bylaws or the DGCL or otherwise.

12.Liability Insurance.

(a)The Company hereby covenants and agrees that, so long as the Indemnitee shall continue to serve as a member of its Board of Directors or an officer, employee, controlling person, agent or fiduciary of the Company and thereafter so long as the Indemnitee shall be subject to any possible Claim by reason of the fact that the

Indemnitee was a member of its Board of Directors or an officer, employee, controlling person, agent or fiduciary of the Company, the Company shall promptly maintain in full force and effect directors’ and officers’ liability insurance in reasonable amounts from established and reputable insurers.

(b)In all policies of directors’ and officers’ liability insurance, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company’s directors, if the Indemnitee is a director; or of the Company’s officers, if the Indemnitee is not a director of the Company but is an officer; or of the Company’s key employees, if the Indemnitee is not a director or officer of the Company.

(c)If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(a) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in each of the Company’s policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

13.Choice of Counsel. If Indemnitee is not an officer of the Company, Indemnitee, together with the other directors who are not officers of the Company (the “Outside Directors”), shall be entitled to employ, and be reimbursed for the fees and disbursements of, counsel separate from that chosen by Indemnitees who are officers of the Company. The principal counsel for Outside Directors (“Principal Counsel”) shall be determined by majority vote of the Outside Directors, and the Principal Counsel for the Indemnitees who are not Outside Directors (“Separate Counsel”) shall be determined by majority vote of such Indemnitees. The obligation of the Company to reimburse Indemnitee for the fees and disbursements of counsel hereunder shall not extend to the fees and disbursements of any counsel employed by Indemnitee other than Principal Counsel or Separate Counsel, as the case may be, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Claim at Indemnitee’s expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded with the advice of counsel that there is a substantial possibility that Principal Counsel or Separate Counsel, as the case may be, will have a conflict of interest in representing Indemnitee, or (C) the Company shall not continue to retain Principal Counsel or Separate Counsel, as the case may be, to defend such Claim, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company

14.Period of Limitations. No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company against Indemnitee, Indemnitee’s spouse, heirs, executors or personal or legal representatives after the expiration of two years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless, asserted by the timely filing of a legal action within such two-year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action such shorter period shall govern.

15.Amendments, Etc. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

16.Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights.

17.Settlement of Claims. The Company shall not be liable to indemnify indemnitee under this Agreement for any amounts paid in settlement of any Claim effected without the Company’s prior written consent. The Company shall not settle any Claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s prior written consent. Neither the Company nor Indemnitee will unreasonably withhold or delay their consent to any proposed settlement. The Company shall not be liable to indemnify Indemnitee under this Agreement with regard to any judicial award if the Company was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such action.

18.No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any Claim made against Indemnitee to the extent Indemnitee has otherwise actually received payment (under any insurance policy, Bylaw or otherwise) of the amounts otherwise indemnifiable hereunder.

19.Binding Effect, Etc. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors, assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company, spouses, heirs, executors and personal and legal representatives. This Agreement shall continue in effect regardless of whether Indemnitee continues to serve as an officer or director of the Company or of any other enterprise at the Company’s request.

20.Severability. The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any provision within a single section, paragraph or sentence) is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable in any respect, and the validity and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired and shall remain enforceable to the fullest extent permitted by law.

21.Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware applicable to contracts made and to be performed in such state without giving effect to the principles of conflicts of laws.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of July 6, 2006.

WESTERN GAS RESOURCES, INC.
By:		/s/ Peter A. Dea
Name:  Peter A. Dea
Title:			President and Chief Executive
Officer
INDEMNITEE:
By:	/s/ William J. Krysiak
Name:   William J. Krysiak

EX-10.5

Exhibit 10.5

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made effective as of July 6, 2006, by and between WESTERN GAS RESOURCES, INC., a Delaware corporation (the “Corporation”) and John C. Walter(“Employee”).

WITNESSETH:

WHEREAS, the Corporation, directly and indirectly through its subsidiaries, affiliated companies, partnerships, joint ventures and other business organizations (collectively, the “Western Companies” and individually, a “Western Company”) acquire, design, construct and operate natural gas gathering and processing facilities, market, store and transport natural gas and natural gas liquids, and explore for, develop, and produce oil and gas.

WHEREAS, Employee has substantial experience in the Corporation’s business and is currently the Corporation’s Executive Vice President and General Counsel.

WHEREAS, prior hereto, the Corporation and Employee entered into that Employment Agreement, dated June 14, 2001 (the “Prior Agreement”)

WHEREAS, the parties desire to clarify certain portions of the Prior Agreement and to modify certain of the benefits and obligations provided thereunder and accordingly, the Prior Agreement shall be terminated upon execution of and replaced in its entirety by this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties hereto agree as follows:

1.Definitions.

(a)“Annual Bonus” means a cash bonus, as may be determined pursuant to any bonus plan applicable to Employee for any fiscal year of the Corporation, in an amount which has been approved by the Corporation’s Board of Directors in its sole and absolute discretion to be payable to Employee. For the purposes of Subsections 13(a) and 14(a)(i) of this Agreement, Annual Bonus shall mean the average of the last three Annual Bonus payments made to Employee prior to the Termination Date (annualized for any year in which Employee was not employed for the full year if the bonus for such year was pro rated and including any Annual Bonus determined by the Board of Directors in any year to be zero). If Employee has been employed for a shorter period than that required to obtain three Annual Bonus Payments, the amount of Annual Bonus hereunder shall be the amount last paid to Employee or shall be the averaged annual amount of the most recent Annual Bonus payments made if more than one.

(b)“Base Salary” means Employee’s current annual base salary payable by the Corporation.

(c)“Cause” means (i) Employee’s material breach of this Agreement, or failure, neglect or refusal to perform his duties hereunder (other than any such failure resulting from Employee’s disability or from the assignment of duties that would constitute “Good Reason” as defined herein), (ii) any act or omission by Employee constituting willful misconduct or gross negligence which is, or could reasonably expected to become,

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materially injurious to the Corporation, monetarily or otherwise, (iii) Employee’s material violation of any domestic or foreign securities law or regulation, including those of the New York Stock Exchange or stock exchange governing the listing of the Corporation’s securities (other than inadvertent violations of reporting of beneficial ownership pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), (iv) any act by Employee constituting a felony; (v) any act by Employee constituting a misdemeanor involving moral turpitude, (vi) any theft or fraud by Employee which results in a felony or misdemeanor conviction of Employee, (vii) any dishonesty or knowing misrepresentation resulting or intended to result in personal benefit or enrichment to Employee or harm to the Corporation, or (viii) Employee’s material violation of any of the Corporation’s Board approved policies or any of the Corporation’s policies regarding prohibited discriminatory or harassing behavior.

(d)“Change of Control” means as a result of one transaction or a series of related transactions:

(i)The acquisition by any individual, entity or group (within the meaning of Section 12(d) (3) or 13(d) (2) of the Exchange Act (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than thirty-five (35%) percent of either (A) the then outstanding shares of common stock of the Corporation (the “Outstanding Common Stock”) or (B) the combined voting power of the then outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the “Outstanding Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control: (A) any acquisition by the Corporation, (B) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any corporation controlled by the Corporation, or (C) any acquisition by any entity pursuant to a transaction which complies with Subsection 1(d)(iii); or

(ii)Individuals who, as of the date hereof, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Corporation’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Incumbent Board; or

(iii)Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Corporation (a “Business Combination”), in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Common Stock and Outstanding Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting

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securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Corporation or all or substantially all of the Corporation’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Common Stock and Outstanding Voting Securities, as the case may be, and (B) no person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Corporation or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 35% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Incumbent Board providing for such Business Combination; or

(iv)Approval by the shareholders of the Corporation of a complete liquidation or dissolution of the Corporation.

(e)“Change of Control Event” means the earlier of (i) a Change of Control, or (ii) the execution and delivery by the Corporation of an agreement providing for a Change of Control.

(f)“Change of Control Period” means the period commencing ninety (90) days prior to the occurrence of a Change of Control Event and ending 12 months after such Change of Control.

(g)“Confidential Information” means all nonpublic information and trade secrets (whether in paper or electronic form, or contained in Employee’s memory or otherwise stored or recorded) relating to or arising from the business, operations or properties of any of the Western Companies, including, but not limited to, any information concerning the business operations, business strategies, nonpublic policies or internal structure of the Western Companies; Litigation Information; Confidential Projects; proposed projects and areas of intended leasing activity and gathering and processing activity; the customers, vendors, contractors, suppliers or clients of any of the Western Companies; any acquisition strategies of any of the Western Companies; the gas and other products, marketing or transportation strategies of any of the Western Companies; the terms of any gas gathering, processing, marketing, or transportation contracts entered into by any of the Western Companies; past, present or future research by any of the Western Companies in connection with the existing or proposed business or operations of any of the Western Companies; personnel data of any of the Western Companies; Employee’s work performed for, or relating to or for, any customer or client of any of the Western Companies; the gas or other product pricing for any customer or client of any of the Western Companies; any method or procedure relating or pertaining to projects developed by any Western Companies or contemplated by any Western Company to be developed; any gas gathering, processing, drilling, marketing, transportation project which any of the Western Companies is developing; all Technical and Engineering Information. Information shall not

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be deemed to be Confidential Information for purposes of this Agreement which: (i) is or hereafter becomes publicly known through no improper or unauthorized act or omission of Employee; (ii) is received by Employee without restriction on disclosure from a third party who disclosed the information without, to the best of Employee’s knowledge, violating any restriction on confidentiality or disclosure; or (iii) is independently developed after the termination of Employee’s employment with the Corporation by Employee without reference to the Confidential Information and without violation of any confidentiality restriction.

(h)“Confidential Projects” means the activities of or plans of any Western Company relating to the development, planning or execution of new project, expansion or acquisition strategy or target relating to areas of intended leasing activity and gathering and processing activity or any other material business of any Western Company.

(i)“Good Reason” means (i) any material breach by the Corporation of its obligations under this Agreement, including the failure of the Corporation to pay Employee the Base Salary or, if declared by the Board, the Annual Bonus, or any other payment due Employee hereunder, or to provide any benefits required pursuant to this Agreement; (ii) any action of Corporation that results in any reduction in Employee’s title below an officer title, (iii) any action of Corporation that results in any material diminishment in Employee’s duties, functions, responsibilities or authority( provided however that any changes in spending authority shall not be considered to be a material diminishment in duties, functions, responsibilities or authority), (iv) any reduction of Employee’s Base Salary, (v) any material reduction of benefits on a basis different than other peer executives of the Corporation; or (vi) a requirement that Employee be based anywhere other than within twenty-five (25) miles of Employee’s current principal place of employment except for travel that may be required of Employee in performing his employment duties hereunder; provided, however, that if the Corporation suspends Employee from performing his employment duties hereunder for the purposes of performing an internal investigation potentially involving Employee or if the Employee is terminated for Cause, then such suspension or termination shall not constituted Good Reason.

(j)“Litigation Information” means information concerning possible or existing claims, investigations or litigation involving any of the Western Companies.

(k)“Material Competition” means that Employee is involved in any business or investment activity, in any capacity, including, but not limited to, as an employee, consultant, advisor, agent, shareholder (other than as a shareholder of less than five (5%) percent of a publicly traded corporation), independent contractor, investor, partner, member, owner or otherwise, which activity directly competes with or has a material adverse economic effect on any of the activities or business of any Western Company. Material competition includes, but is not limited to, any activity involving the gathering and processing business within 25 miles of one of the Western Companies’ existing or planned gathering, processing or generation facilities; any activity involving the purchase of oil or gas leases, the farming-in of such leases or any similar arrangement, within five (5) miles of the boundaries of an existing oil or gas lease of any Western Company; and, in relation to a Confidential Project involving oil and gas exploration, development or production, any activity, directly or indirectly, involving the purchase of oil or gas leases or the farm-in or participation in operations under leases or any similar arrangement within ten (10) miles of the boundaries of the target area of such Confidential Project.

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(l)“Short Term Disability Period” means the period of ninety (90) days’ following determination of Employee’s disability as that term is defined pursuant to the Corporation’s long-term disability insurance plan.

(m)“Technical and Engineering Information” means all nonpublic information, technical and engineering information associated with or related to any oil, gas or mineral property and any gathering and/or processing facility of any of the Western Companies or with respect to which any of the Western Companies formed an intention to acquire, lease or form any other business relationship prior to the termination of Employee’s employment including, but not limited to, seismic data, engineering reports and methods, geological matters, the results of expiration, drilling, drill cores, cuttings and other samples, production, processing, gathering and drilling techniques and water disposal techniques; or any plans or strategy related to the foregoing.

(n)“Termination Date” means the effective date of termination of employment under this Agreement.

2.Employment. The Corporation hereby employs Employee and Employee hereby accepts such employment with the Corporation upon the terms and conditions hereinafter set forth. Employee’s employment shall continue until it is terminated in accordance with the provisions herein.

3.Powers, Duties and Responsibilities.

(a)Employee shall devote his full time, attention and effort to the business of the Western Companies during the Corporation’s normal business hours and during such other times as are reasonably necessary for the proper performance of his responsibilities hereunder; provided, however, that Employee may serve (i) on the board of any charitable organization or industry group, and (ii) with the consent of the Board of Directors, Employee may serve on the board of one (1) publicly traded corporation; and provided further that in the case of both (i) and (ii) above that such service does not significantly interfere with Employee’s duties hereunder.

(b)Employee’s primary duties shall be to act as the Executive Vice President and General Counsel. Employee shall have such powers, duties and responsibilities, and shall perform such other functions in connection with the business of the Western Companies, as may be assigned from time to time by the Corporation.

4.Base Salary and Annual Bonus. For all of the services rendered by Employee pursuant to this Agreement, the Corporation shall pay Employee his Base Salary, payable in accordance with the Corporation’s normal pay practices so long as employed under this Agreement. In no event shall Employee’s Base Salary be decreased, but it may, from time to time be increased at the discretion of the Corporation. In addition, the Corporation shall pay Employee an Annual Bonus as determined by the Board of Directors from time to time.

5.Officer Insurance Coverage - Costs of Defense. During the term of Employee’s employment and thereafter, to the extent the Corporation maintains an insurance policy or policies providing directors’ and officers’ liability insurance, Employee shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for

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any officer of the Corporation provided that such insurance coverage is available to the Corporation at a reasonable cost. Such coverage shall provide to Employee officer liability insurance coverage to cover any claims that may be made arising from his past, present, or future activities on behalf of the Western Companies. Employee hereby represents that to his knowledge no investigation, claim, or litigation is currently pending or threatened against him at this time relating to or arising out of his activities as an employee of any Western Company.

6.Cooperation With Respect to Investigations, Claims or Litigation. During the term of Employee’s employment and at all times thereafter, should a Western Company become involved in any investigation, claim, or litigation relating to or arising out of Employee’s past, present, or future duties with a Western Company or with respect to any matters which Employee has knowledge, Employee agrees to fully, and in good faith, cooperate with the Corporation with respect to such investigation, claim, or litigation. The Corporation shall reimburse Employee for any and all expenses in accordance with the Indemnification Agreement, as defined below.

7.Indemnification Agreement. Exhibit “A”, attached hereto and incorporated herein by reference, is an Indemnification Agreement by and between the Corporation and Employee. The Corporation and Employee each agree to execute and deliver such Indemnification Agreement concurrently with the execution and delivery of this Agreement. To the extent any provision set forth in the Indemnification Agreement is in conflict with any provision set forth in this Agreement, the provision set forth in the Indemnification Agreement shall govern.

8.Employee Benefits. During the term of employment hereunder, Employee shall be eligible to participate in the employee benefit plans provided by the Corporation on the same basis as other similarly situated executives at the level of Vice President and above, as such plans may be changed from time to time, in accordance with the provisions of such plans, including, but not limited to, the Corporation’s qualified retirement plans and the Corporation’s stock incentive plan(s). Employee hereby agrees and acknowledges that nothing in this Agreement guarantees him the right to any grant of stock options, restricted stock or any other right under any stock incentive plan, or other plan.

9.Confidential Information and Nondisclosure.

(a)Employee acknowledges that pursuant to his employment hereunder, Employee occupies a position of trust and confidence. Accordingly, in the course of performing the employment obligations hereunder, Employee will have access to and may develop or obtain certain Confidential Information.

(b)Employee agrees that all Confidential Information shall remain the exclusive property of the Corporation during and after Employee’s employment with the Corporation. Employee further agrees that during and after the term hereof, he shall not, except for the benefit of the Corporation pursuant to the exercise of his duties hereunder or with prior written consent of the Corporation, use for any purpose or disclose to any third party any of the Confidential Information.

(c)All information, drawings, documents and materials whether in writing, on computer disks, computer hard drive, on magnetic tape or otherwise prepared by Employee in connection with his employment are hereby assigned to the Corporation without reservation of any rights by Employee, and all such information which Employee obtains in the course of or as result of his employment by the Corporation in all cases shall

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be the sole and exclusive property of the Corporation and will be delivered to the Corporation by Employee on the earlier of a demand by the Corporation or promptly after the Termination Date, together with all written, computer, magnetic tape or other evidence of the information, drawings, document and materials, if any, furnished by any Western Company to Employee in connection with Employee’s employment.

(d)If Employee violates this agreement of confidentiality, Employee agrees that the Western Companies shall, in addition to any other remedy provided by law, be permitted to pursue an action for injunctive relief, monetary damages, or both.

10.Non-Solicitation. During the term of this Agreement and for a period of eighteen months (18) thereafter, Employee shall not hire, offer to hire, solicit, or participate in the hiring or induce the resignation of any officer or employee of any Western Company; provided, however, nothing contained herein shall prevent Employee from hiring any officer or employee of any Western Company that originates as a result of a general solicitation in a publicly available publication, including the internet, as long as there is no involvement or participation of any kind or nature, directly or indirectly by Employee in (a) the solicitation of the officer or employee of any Western Company, or (b) inducing the resignation of such officer or employee of any Western Company. In the event Employee violates this non-solicitation provision, the Western Company shall, in addition to any other remedy provided by law, be permitted to pursue an action for injunctive relief, monetary damages, or both.

11.Agreement Not to Compete. The parties hereto recognize that Employee is retained by the Corporation as part of a professional, management and executive staff of the Corporation whose duties include the formulation and execution of corporate strategy. Therefore,

(a)Employee hereby agrees that while Employee is employed pursuant to this Agreement he shall not act or engage in Material Competition; and

(b)for a period of one (1) year following the Termination date:

(i)In the event that this Agreement is terminated by the Corporation for Cause or by Employee without Good Reason, he shall not act or engage in Material Competition with respect to the business or activities of any Western Company as they exist on the date of termination of Employee’s employment; or

(ii)In the event that this Agreement is terminated by the Corporation without Cause or by the Employee for Good Reason, he shall not act or engage in Material Competition with respect to any Confidential Projects as they existed up to and including the Termination Date in any State in which any Western Company engages or plans to engage in business.

In the event that Employee violates this agreement not to compete, the Corporation shall, in addition to any other remedies provided by law, be permitted to pursue an action for injunctive relief (preliminary or permanent), monetary damages, or both.

12.Termination of Employment. Employee’s employment and this Agreement shall terminate upon the first to occur of the following events:

(a)Employee’s death.

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(b)The end of the Short Term Disability Period if Employee is unable to return to work at the end of such Short Term Disability Period; provided, however, that during such Short Term Disability Period, Employee shall be entitled to 100% of Employee’s Base Salary reduced by any other Corporation-provided salary-related benefits to which Employee may be entitled with respect to the Short Term Disability Period which benefits are payable solely on account of such disability (including, but not limited to, benefits under any disability insurance policy, worker’s compensation law or any other benefit program or arrangement).

(c)Employee’s written election to terminate employment, with or without Good Reason, to be effective ninety (90) days thereafter unless an earlier effective date is specified by the Corporation.

(d)The Corporation’s written election to terminate Employee’s employment with or without Cause, effective as of the date set forth by the Corporation in such election.

13.Employee’s Rights and Obligations Upon Death or Disability. If Employee’s employment is terminated as a result of death or disability, then Employee shall be entitled to the following in full satisfaction of all of his rights under this Agreement or at law:

(a)Employee’s Right to Base Salary and Benefits. Employee shall be entitled to the following: (i) Base Salary and employee benefits, if any, which have been earned but not paid through the Termination Date, and (ii) an Annual Bonus, equal to the product of (A) the Annual Bonus, and (B) a fraction, the numerator of which is the number of days in the current fiscal year through the date of termination and the denominator of which is 365.

(b)Employee’s Obligations. Notwithstanding such termination of employment, if Employee is terminated as a result of disability, Employee shall remain bound by the provisions of Sections 6, 9, 10 and 11 hereof.

14.Employee’s Rights and Obligations Upon Termination of Employment By The Corporation Without Cause or By Employee for Good Reason. If Employee’s employment is terminated by the Corporation without Cause or by Employee for Good Reason, then Employee shall be entitled to the following in full satisfaction of his rights under this Agreement or at law:

(a)Severance Pay.

(i)Employee shall be entitled to severance pay in an amount equal to:

(A) the sum of (1) Employee’s Base Salary, if any, which has been earned but not paid through the Termination Date, (2) the product of (x) the Annual Bonus and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Termination Date and the denominator of which is 365, and (3) any accrued vacation or other pay pursuant to the Corporation’s vacation or Paid Time Off policy, to the extent not previously paid; and

(B) an amount equal to the sum of (1) Employee’s Base Salary and (2) the Annual Bonus; provided, however, that in the event that Employee’s

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employment has been terminated, as set forth above in this Section 14, at any time during a Change of Control Period, then this amount shall be multiplied by a factor of 2 and Employee shall receive such increased amount less any amount previously paid to Employee under this sub-section (B).

(ii)Employee shall be entitled to continue to receive group health and dental insurance coverage equivalent to the coverage to which he would have been entitled under such plans if he had continued working for the Corporation in the position held on the Termination Date for a period of 12 months following the Termination Date, which period shall be increased to 24 months in the event that Employee has been terminated at any time during a Change of Control Period. In addition, the Corporation shall continue to pay the premiums on any supplemental term life and long term disability policies obtained by the Corporation for Employee’s benefit on or before the Termination date for a period of 12 months following the Termination Date, which period shall be increased to 24 months in the event that Employee has been terminated at any time during a Change of Control Period.

(b)Certain Additional Payments by the Corporation. The Corporation shall be responsible for the payment of taxes to the extent applicable as set forth in Exhibit “B” hereto. Any payments made hereunder as a result of a Change of Control shall be subject to the provisions of Exhibit “B”.

(c)Employee’s Obligations. Notwithstanding such termination of employment, Employee shall remain bound by the provisions of Sections 6, 9, 10 and 11 hereof.

15.Employee’s Rights and Obligations Upon Termination of Employment by the Corporation With Cause or Termination of Employment by Employee Without Good Reason. If Employee’s employment is terminated by the Corporation with Cause or by Employee without Good Reason, then Employee shall be entitled to the following in full satisfaction of all of his rights under this Agreement or at law:

(a)Severance Pay. Employee shall not be entitled to any severance pay.

(b)Employee’s Right to Base Salary and Benefits. Employee shall only be entitled to the Base Salary and employee benefits, if any, earned but not paid through the Termination Date. Employee shall only be entitled to such additional Annual Bonus, if any, which has been previously authorized by the Board of Directors, but has not been paid as of the Termination Date.

(c)Employee’s Obligations. Notwithstanding such termination of employment, Employee shall remain bound by the provisions of Sections 6, 9, 10 and 11 hereof.

16.Payment Dates; Section 409A of the Internal Revenue Code.

(a)Subject to the provisions of Sections 16(b), (c) and (d) below, any payments required to be made to Employee pursuant to Sections 13, 14 or 15 hereunder shall be made within thirty (30) days’ of the Termination Date.

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(b)Anything in this Agreement to the contrary notwithstanding, if (i) on the Termination Date any of the Corporation’s stock is publicly traded on an established securities market or otherwise (within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code, as amended (the “Code”)) and (B) as a result of such termination, Employee would receive any payment that, absent the application of this Section 16, would be subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earliest of six (6) months after the Termination Date or such other date as will cause such payment not to be subject to such interest and additional tax.

(c)It is the intention of the parties that payments or benefits payable under this Agreement not be subject to the additional tax imposed pursuant to Section 409A of the Code. To the extent such potential payments or benefits could become subject to such Section, the parties shall cooperate to amend this Agreement with the goal of giving Employee the economic benefits described herein in a manner that does not result in such tax being imposed.

(d)Notwithstanding anything to the contrary in the Agreement, payment to Employee upon termination shall be conditioned upon Employee’s execution of a legal release in a form satisfactory to Company in its discretion and drafted and executed to, among other things, ensure a final, complete and enforceable release of all claims that Employee has or may have against Company relating to or arising in any way from Employee’s employment with Company and/or the termination thereof (but excepting claims for indemnification or defense, whether under contract, the Articles of Incorporation, By-Laws, or otherwise), and complete and continuing confidentiality of Company’s proprietary information and trade secrets, and, at the Company’s discretion, the circumstances of Executive’s separation from Company and/or compensation received by Executive in connection with that separation.

17.Survival. In the event that this Agreement is terminated by either party, Sections 5, 6, 9, 10, and 11 shall survive for the periods of time specified therein or if no period is specified, in perpetuity.

18.Benefit. This Agreement shall inure to the benefit of and be binding upon the Corporation, its successors and assigns, including, but not limited to (a) any entity which may acquire all or substantially all of the Corporation’s assets and business, (b) any entity with or into which the Corporation may be consolidated or merged, or (c) any entity that is the successor corporation in a share exchange, and Employee, his heirs, guardians and personal and legal representatives. Employee and the Corporation also agree that each Western Company shall be deemed to be a third-party beneficiary to this Agreement.

19.Notices. All notices and communications hereunder shall be in writing and shall be deemed given when sent postage prepaid by registered or certified mail, return receipt requested, and, if intended for the Corporation, shall be addressed to it, to the attention of its President, at:

Western Gas Resources, Inc.

1099 18^th Street, Suite 1200

Denver, Colorado 80202

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or at such other address which the Corporation shall have given notice to Employee in the manner herein provided, and if intended for Employee, shall be addressed to him at his last known residence, or at such other address at which Employee shall have given notice to the Corporation in the manner provided herein:

John C. Walter

20.Miscellaneous.

(a)Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado. Resolution of any disputes under this Agreement shall only be held in courts in Denver County, Colorado, and the parties expressly consent to personal jurisdiction in courts in Denver County, Colorado and waive any objections to such jurisdiction.

(b)Severability. In the event one or more of the provisions contained in this Agreement, or any application thereof, shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or any other application or modification thereof, shall not in any way be affected or impaired. The parties further agree that any such invalid, illegal or unenforceable provision or restriction shall be deemed modified so that it shall be enforced to the greatest extent permissible under law, and to the extent that any court of competent jurisdiction determines any provision or restriction herein to be overly broad, or unenforceable, such court is hereby empowered and authorized to limit such provisions or restriction so that it is enforceable for the longest duration of time, within the largest geographical area and with the broadest scope.

(c)Counterparts. This Agreement may be executed in more than one copy, each copy of which shall serve as an original for all purposes, but all copies shall constitute but one and the same Agreement.

(d)Assignment. Except as provided in Section 18, this Agreement is personal to each of the parties hereto, and neither party may assign nor delegate any of such party’s rights or obligations hereunder without first obtaining the written consent of the other party.

(e)Headings. All headings set forth in this Agreement are intended for convenience only and shall not control or affect the meaning, construction or effect of this Agreement or of any of the provisions hereof.

(f)Waiver of Breach. The waiver by any party hereto of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by any party.

(g)Entire Agreement. Except for the Indemnification Agreement, this Agreement contains all agreements, understandings, and arrangements between the parties hereto and no other exists. Except for the Indemnification Agreement, all previous agreements, understandings, and arrangements between the parties relating to

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employment are terminated by this Agreement. This Agreement may be amended, waived, changed, modified, extended or rescinded only by a writing signed by the party against whom such amendment, waiver, change, modification, extension or rescission is sought.

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IN WITNESS WHEREOF, the parties have hereunto set their hands as of the date first written above.

CORPORATION:
WESTERN GAS RESOURCES, INC.
By:	/s/ Peter A. Dea
Name:		Peter A. Dea
Title:		President and Chief Executive Officer
EMPLOYEE:
By:	/s/ John C. Walter
Name: John C. Walter

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EX-10.6

Exhibit 10.6

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (this “Agreement”), effective as of July 6, 2006, between Western Gas Resources, Inc., a Delaware corporation (the “Company”), and John C. Walter (the “Indemnitee”).

WHEREAS, it is essential to the Company to retain and attract as officers the most capable persons available;

WHEREAS, Indemnitee is an officer of the Company;

WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against officers of public companies in today’s environment;

WHEREAS, the Bylaws of the Company require the Company to indemnify and advance expenses to its officers to the full extent permitted by law and the Indemnitee has been serving and continues to serve as an officer of the Company in part in reliance on such Bylaws;

WHEREAS, in recognition of Indemnitee’s need for substantial protection against personal liability in order to enhance Indemnitee’s continued service to the Company in an effective manner and Indemnitee’s reliance on the aforesaid Bylaws, and in part to provide Indemnitee with specific contractual assurance that the protection promised by such Bylaws will be available to Indemnitee (regardless of, among other things, any amendment to or revocation of such Bylaws, or any change in the composition of the Company’s Board of Directors or acquisition transaction relating to the Company), the Company wishes to provide in this Agreement for the indemnification of and the advancing of expenses to Indemnitee to the fullest extent (whether partial or complete) permitted by law and as set forth in this Agreement, and, to the extent insurance is maintained, for the continued coverage of Indemnitee under the Company’s directors’ and officers’ liability insurance policies; and

WHEREAS, prior hereto, the Company and the Indemnitee had entered into an indemnification agreement that the parties desire to restate.

NOW, THERFORE, in consideration of the premises and of Indemnitee continuing to serve the Company directly or, at its request, another enterprise, and intending to be legally bound hereby, the parties hereto agree as follows:

1.Certain Definitions.

(a)Change in Control:

(i)The acquisition by any individual, entity or group (within the meaning of Section 12(d) (3) or 13(d) (2) of the Exchange Act (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than thirty-five (35%) percent of either (A) the then outstanding shares of common stock of the

Company (the “Outstanding Common Stock”) or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control: (A) any acquisition by the Company, (B) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (C) any acquisition by any entity pursuant to a transaction which complies with Subsection 1(a)(iii); or

(ii)Individuals who, as of the date hereof, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Incumbent Board; or

(iii)Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Common Stock and Outstanding Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Common Stock and Outstanding Voting Securities, as the case may be, and (B) no person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 35% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the

time of the execution of the initial agreement, or of the action of the Incumbent Board providing for such Business Combination; or

(iv)Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

(b)Claim:  any threatened, pending or completed action, suit or proceeding, or any inquiry or investigation, whether instituted by the Company or any other party, that Indemnitee in good faith, believes might lead to the institution of any such action, suit or proceeding, whether civil, criminal, administrative, investigative or other, by reason of any action taken by Indemnitee or of any inaction on Indemnitee’s part while acting as a director, officer, employee or agent or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, limited liability company or other enterprise; in each case whether or not Indemnitee is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification or reimbursement can be provided under this Agreement; provided that any such action, suit or proceeding which is brought by Indemnitee against the Company or directors, officers, employees or agents of the Company shall not be deemed a Claim, except (i) with respect to actions or proceedings to establish or enforce a right to indemnify under this Agreement or any other agreement or insurance policy or under the Company’s Certificate of Incorporation or Bylaws now or hereafter in effect relating to Claims for Indemnifiable Events (as defined below), (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim, or (iii) as otherwise required under the Delaware General Company Law (“DGCL”), regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advance expense payment or insurance recovery, as the case may be.

(c)Costs: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 or amounts paid in settlement) related to or arising as a result of any Claim.

(d)Expenses: shall include, without limitation, attorneys’ fees and all other costs, expenses and obligations paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any Claim relating to any Indemnifiable Event.

(e)Indemnifiable Event: any event or occurrence, act or omission to act, related to the fact that Indemnitee is or was a director, officer, employee, agent or fiduciary of the Company, or is or was serving at the request of the Company as a director, officer, employee, trustee, agent or fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, or by reason of anything done or not done by Indemnitee in any such capacity, including, without limitation, under the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as

amended (the “Exchange Act”) or other federal or state statutory law or regulation, at common law or otherwise, and which may relate directly or indirectly to the registration, purchase, sale or ownership of any securities of the Company or to any fiduciary obligation owed with respect thereto.

(f)Independent Legal Counsel: an attorney or firm of attorneys, selected in accordance with the provisions of Section 3, who shall not have otherwise performed services for the Company or Indemnitee within the last three years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).

(g)Potential Change in Control: shall be deemed to have occurred if (i) the Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control; (ii) any person (including the Company) publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change in Control; or (iii) the Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred.

(h)Reviewing Party: any appropriate person or body consisting of a member or members of the Company’s Board of Directors or any other person or body appointed by the Board who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel.

(i)Voting Securities: any securities of the Company which vote generally in the election of directors.

2.Basic Indemnification Arrangement.

(a)In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify, defend and hold harmless Indemnitee to the fullest extent permitted by law, even if such indemnification is not specifically authorized by the other provisions of this Agreement, the Company’s Certificate of Incorporation, Bylaws or by statute. In the event of any change after the date of this Agreement in any applicable law, statute or rule which expands the right of a Delaware corporation to indemnify a member of its Board of Directors or an officer, employee, controlling person, agent or fiduciary, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits afforded by such change. In the event of any change in any applicable law, statute or rule which narrows the right of a Delaware corporation to indemnify a member of its Board of Directors or an officer, employee, agent or fiduciary, such change, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties’ rights and obligations hereunder.

(b)Notwithstanding the foregoing, the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the Independent

Legal Counsel referred to in Section 4 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law.

(c)If so requested by Indemnitee, the Company shall advance (within two business days of such request) any and all Expenses to Indemnitee (an “Expense Advance”). Such obligation of the Company to make an Expense Advance shall be subject to Indemnitee having made the undertaking in Section 8 and the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court, of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed).

(d)If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, the Reviewing Party shall be the Independent Legal Counsel referred to in Section 4 hereof.

(e)Any indemnification under this Agreement, other than pursuant to Section 2(c) above, shall be made no later than 60 days after receipt by the Company of the written request of Indemnitee, accompanied by substantiating documentation of the Costs incurred by or for Indemnitee and shall not require evidence that Indemnitee has previously paid such costs. If there has been no determination by the Reviewing Party within 60 days after written request by Indemnitee or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of Colorado or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive end binding on the Company and Indemnitee.

(f)Notwithstanding anything else contained herein, in no event shall Indemnitee be entitled to indemnification under this Agreement for any Claims that relate to liability: (i) under Section 16(b) of the Securities Exchange Act of 1934, as amended; (ii) from conduct finally adjudged as violating federal or state securities laws for “insider trading”; (iii) from conduct finally adjudged as constituting active or deliberate dishonesty or willful fraud or illegality; (iv) from conduct finally adjudged as producing an, unlawful personal benefit to Indemnitee; (v) from any disgorgement of bonus or other incentive-based or equity based compensation or profits from the sale of securities as the result of a

restatement pursuant to Section 304 of the Sarbanes-Oxley Act, or (vi) prior to a Change of Control and except to enforce this Agreement, under any Claim initiated by the Indemnitee unless the Board of Directors of the Company shall have authorized or consented to such Claim.

3.Contribution.If the indemnification provided for in Section 2 for any reason is held by a court of competent jurisdiction to be unavailable to an Indemnitee in respect of any losses, claims, damages, expenses or liabilities referred to therein, then the Company, in lieu of indemnifying Indemnitee thereunder, shall contribute to the amount paid or payable by Indemnitee as a result of such losses, claims, damages, expenses or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and Indemnitee, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and Indemnitee in connection with the action or inaction which resulted in such losses, claims, damages, expenses or liabilities, as well as any other relevant equitable considerations. In connection with the registration of the Company’s securities, the relative benefits received by the Company and Indemnitee shall be deemed to be in the same respective proportions that the net proceeds from the offering (before deducting expenses) received by the Company and the Indemnitee, in each case as set forth in the table on the cover page of the applicable prospectus, bear to the aggregate public offering price of the securities so offered. The relative fault of the Company and Indemnitee shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or Indemnitee and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The Company and Indemnitee agree that it would not be just and equitable if contribution pursuant to this Section 3 were determined by pro rata or per capita allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. In connection with any registration of the Company’s securities, in no event and notwithstanding the other provisions of this Section 3 shall an Indemnitee be required to contribute any amount hereunder in excess of the lesser of (i) that proportion of the total of such losses, claims, damages or liabilities indemnified against equal to the proportion of the total securities sold under such registration statement that is being sold by Indemnitee or (ii) the proceeds received by Indemnitee from its sale of securities under such registration statement. No person found guilty of fraudulent misrepresentation (within the meaning of Section 10(f) of the Securities Act) shall be entitled to contribution from any person who was not found guilty of such fraudulent misrepresentation.

4.Change in Control. The Company agrees that if there is a Change in Control of the Company then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw now or hereafter in; effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law.

The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys’, fees, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

5.Establishment of Trust.

(a)In the event of a Potential Change in Control, the Company shall: (i) upon written request by Indemnitee, create a trust for the benefit of Indemnitee, with the trustee chosen by Indemnitee; (ii) from time to time upon written request of Indemnitee fund such trust, provide an irrevocable letter of credit, or other collateral or other financial arrangement satisfactory to Indemnitee, in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for and defending any Claim relating to an Indemnifiable Event, and any and all judgments, fines, penalties and settlement amounts of any end all Claims relating to en Indemnifiable Event from time to time actually paid or claimed, reasonably anticipated or proposed to be paid.

(b)Notwithstanding anything else contained herein, in no event shall the Company be required to deposit more than Five Hundred Thousand Dollars ($500,000) (whether in cash or an irrevocable letter of credit) in any trust created hereunder in excess of amounts deposited in respect of reasonably anticipated Expenses.

(c)The amount or amounts to be deposited in the trust pursuant to the foregoing funding obligation shall be determined by the Reviewing Party, in any case in which the Independent Legal Counsel referred to above is involved.

(d)The terms of the trust shall provide that upon a Change in Control (i) the trust shall not be revoked or the principal thereof invaded, without the written consent of the Indemnitee, (ii) the trustee shall advance, within two business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the trust under the circumstances under which the Indemnitee would be required to reimburse the Company under Section 2(b) of this Agreement), (iii) the trust shall continue to be funded by the Company in accordance with the funding obligation set forth herein, (iv) the trustee shall promptly pay to Indemnitee all amounts for which Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and (vi) all unexpended funds in such trust shall revert to the Company upon a final determination by the Reviewing Party or a court of competent jurisdiction, as the case may be, that Indemnitee has been fully indemnified under the terms of this Agreement.

6.Indemnification for Additional Expenses. The Company shall indemnify Indemnitee against any and all Expenses (including attorneys’ fees) and, if requested by Indemnitee, shall (within two business days of such request) make an Expense Advance to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for (i) indemnification or an Expense Advance by the Company under this Agreement or any other agreement or Company Bylaw now or hereafter in effect relating to Claims for Indemnifiable Events and/or (ii) recovery under any directors’ and officers’

liability insurance policies maintained by the Company, regardless of’ whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advance or insurance recovery, as the case may be, unless, as a part of such action, a court of competent jurisdiction over such action determines that the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous.

7.Partial Indemnity Etc. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses, judgments, fines, penalties and amounts paid in settlement of a Claim but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. Moreover, notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any or all Claims relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee shall be indemnified against all Expenses incurred in connection therewith.

8.Undertaking by Indemnitee. Indmenitee hereby undertakes to repay to the Company any Expense Advance pursuant to Section 2 to the extent that it is ultimately determined that Indemnitee is not entitled to indemnification in accordance with the provisions of Section 2.

9.Burden of Proof. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder the burden of proof shall be on the Company to establish that Indemnitee is not so entitled.

10.No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not mat such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee’s claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.

11.Nonexclusivity, Etc. The rights of the Indemnitee hereunder shall be in addition to any other rights Indemnitee may have under the Company’s Bylaws or the DGCL or otherwise.

12.Liability Insurance.

(a)The Company hereby covenants and agrees that, so long as the Indemnitee shall continue to serve as a member of its Board of Directors or an officer, employee, controlling person, agent or fiduciary of the Company and thereafter so long as the Indemnitee shall be subject to any possible Claim by reason of the fact that the

Indemnitee was a member of its Board of Directors or an officer, employee, controlling person, agent or fiduciary of the Company, the Company shall promptly maintain in full force and effect directors’ and officers’ liability insurance in reasonable amounts from established and reputable insurers.

(b)In all policies of directors’ and officers’ liability insurance, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company’s directors, if the Indemnitee is a director; or of the Company’s officers, if the Indemnitee is not a director of the Company but is an officer; or of the Company’s key employees, if the Indemnitee is not a director or officer of the Company.

(c)If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(a) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in each of the Company’s policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

13.Choice of Counsel. If Indemnitee is not an officer of the Company, Indemnitee, together with the other directors who are not officers of the Company (the “Outside Directors”), shall be entitled to employ, and be reimbursed for the fees and disbursements of, counsel separate from that chosen by Indemnitees who are officers of the Company. The principal counsel for Outside Directors (“Principal Counsel”) shall be determined by majority vote of the Outside Directors, and the Principal Counsel for the Indemnitees who are not Outside Directors (“Separate Counsel”) shall be determined by majority vote of such Indemnitees. The obligation of the Company to reimburse Indemnitee for the fees and disbursements of counsel hereunder shall not extend to the fees and disbursements of any counsel employed by Indemnitee other than Principal Counsel or Separate Counsel, as the case may be, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Claim at Indemnitee’s expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded with the advice of counsel that there is a substantial possibility that Principal Counsel or Separate Counsel, as the case may be, will have a conflict of interest in representing Indemnitee, or (C) the Company shall not continue to retain Principal Counsel or Separate Counsel, as the case may be, to defend such Claim, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company

14.Period of Limitations. No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company against Indemnitee, Indemnitee’s spouse, heirs, executors or personal or legal representatives after the expiration of two years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless, asserted by the timely filing of a legal action within such two-year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action such shorter period shall govern.

15.Amendments, Etc. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

16.Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights.

17.Settlement of Claims. The Company shall not be liable to indemnify indemnitee under this Agreement for any amounts paid in settlement of any Claim effected without the Company’s prior written consent. The Company shall not settle any Claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s prior written consent. Neither the Company nor Indemnitee will unreasonably withhold or delay their consent to any proposed settlement. The Company shall not be liable to indemnify Indemnitee under this Agreement with regard to any judicial award if the Company was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such action.

18.No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any Claim made against Indemnitee to the extent Indemnitee has otherwise actually received payment (under any insurance policy, Bylaw or otherwise) of the amounts otherwise indemnifiable hereunder.

19.Binding Effect, Etc. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors, assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company, spouses, heirs, executors and personal and legal representatives. This Agreement shall continue in effect regardless of whether Indemnitee continues to serve as an officer or director of the Company or of any other enterprise at the Company’s request.

20.Severability. The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any provision within a single section, paragraph or sentence) is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable in any respect, and the validity and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired and shall remain enforceable to the fullest extent permitted by law.

21.Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware applicable to contracts made and to be performed in such state without giving effect to the principles of conflicts of laws.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of July 6, 2006.

WESTERN GAS RESOURCES, INC.
By:	/s/ Peter A. Dea
Name: Peter A. Dea
Title:		President and Chief Executive
Officer
INDEMNITEE:
By:	/s/ John C. Walter
Name: John C. Walter

EX-10.7

Exhibit 10.7

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made effective as of July 6, 2006, by and between WESTERN GAS RESOURCES, INC., a Delaware corporation (the “Corporation”) and Edward A. Aabak(“Employee”).

WITNESSETH:

WHEREAS, the Corporation, directly and indirectly through its subsidiaries, affiliated companies, partnerships, joint ventures and other business organizations (collectively, the “Western Companies” and individually, a “Western Company”) acquire, design, construct and operate natural gas gathering and processing facilities, market, store and transport natural gas and natural gas liquids, and explore for, develop, and produce oil and gas.

WHEREAS, Employee has substantial experience in the Corporation’s business and is currently the Corporation’s Executive Vice President-Midstream.

WHEREAS, prior hereto, the Corporation and Employee entered into that Employment Agreement, dated June 14, 2001 (the “Prior Agreement”)

WHEREAS, the parties desire to clarify certain portions of the Prior Agreement and to modify certain of the benefits and obligations provided thereunder and accordingly, the Prior Agreement shall be terminated upon execution of and replaced in its entirety by this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties hereto agree as follows:

1.Definitions.

(a)“Annual Bonus” means a cash bonus, as may be determined pursuant to any bonus plan applicable to Employee for any fiscal year of the Corporation, in an amount which has been approved by the Corporation’s Board of Directors in its sole and absolute discretion to be payable to Employee. For the purposes of Subsections 13(a) and 14(a)(i) of this Agreement, Annual Bonus shall mean the average of the last three Annual Bonus payments made to Employee prior to the Termination Date (annualized for any year in which Employee was not employed for the full year if the bonus for such year was pro rated and including any Annual Bonus determined by the Board of Directors in any year to be zero). If Employee has been employed for a shorter period than that required to obtain three Annual Bonus Payments, the amount of Annual Bonus hereunder shall be the amount last paid to Employee or shall be the averaged annual amount of the most recent Annual Bonus payments made if more than one.

(b)“Base Salary” means Employee’s current annual base salary payable by the Corporation.

(c)“Cause” means (i) Employee’s material breach of this Agreement, or failure, neglect or refusal to perform his duties hereunder (other than any such failure resulting from Employee’s disability or from the assignment of duties that would constitute “Good Reason” as defined herein), (ii) any act or omission by Employee constituting willful misconduct or gross negligence which is, or could reasonably expected to become,

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materially injurious to the Corporation, monetarily or otherwise, (iii) Employee’s material violation of any domestic or foreign securities law or regulation, including those of the New York Stock Exchange or stock exchange governing the listing of the Corporation’s securities (other than inadvertent violations of reporting of beneficial ownership pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), (iv) any act by Employee constituting a felony; (v) any act by Employee constituting a misdemeanor involving moral turpitude, (vi) any theft or fraud by Employee which results in a felony or misdemeanor conviction of Employee, (vii) any dishonesty or knowing misrepresentation resulting or intended to result in personal benefit or enrichment to Employee or harm to the Corporation, or (viii) Employee’s material violation of any of the Corporation’s Board approved policies or any of the Corporation’s policies regarding prohibited discriminatory or harassing behavior.

(d)“Change of Control” means as a result of one transaction or a series of related transactions:

(i)The acquisition by any individual, entity or group (within the meaning of Section 12(d) (3) or 13(d) (2) of the Exchange Act (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than thirty-five (35%) percent of either (A) the then outstanding shares of common stock of the Corporation (the “Outstanding Common Stock”) or (B) the combined voting power of the then outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the “Outstanding Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control: (A) any acquisition by the Corporation, (B) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any corporation controlled by the Corporation, or (C) any acquisition by any entity pursuant to a transaction which complies with Subsection 1(d)(iii); or

(ii)Individuals who, as of the date hereof, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Corporation’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Incumbent Board; or

(iii)Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Corporation (a “Business Combination”), in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Common Stock and Outstanding Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting

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securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Corporation or all or substantially all of the Corporation’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Common Stock and Outstanding Voting Securities, as the case may be, and (B) no person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Corporation or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 35% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Incumbent Board providing for such Business Combination; or

(iv)Approval by the shareholders of the Corporation of a complete liquidation or dissolution of the Corporation.

(e)“Change of Control Event” means the earlier of (i) a Change of Control, or (ii) the execution and delivery by the Corporation of an agreement providing for a Change of Control.

(f)“Change of Control Period” means the period commencing ninety (90) days prior to the occurrence of a Change of Control Event and ending 12 months after such Change of Control.

(g)“Confidential Information” means all nonpublic information and trade secrets (whether in paper or electronic form, or contained in Employee’s memory or otherwise stored or recorded) relating to or arising from the business, operations or properties of any of the Western Companies, including, but not limited to, any information concerning the business operations, business strategies, nonpublic policies or internal structure of the Western Companies; Litigation Information; Confidential Projects; proposed projects and areas of intended leasing activity and gathering and processing activity; the customers, vendors, contractors, suppliers or clients of any of the Western Companies; any acquisition strategies of any of the Western Companies; the gas and other products, marketing or transportation strategies of any of the Western Companies; the terms of any gas gathering, processing, marketing, or transportation contracts entered into by any of the Western Companies; past, present or future research by any of the Western Companies in connection with the existing or proposed business or operations of any of the Western Companies; personnel data of any of the Western Companies; Employee’s work performed for, or relating to or for, any customer or client of any of the Western Companies; the gas or other product pricing for any customer or client of any of the Western Companies; any method or procedure relating or pertaining to projects developed by any Western Companies or contemplated by any Western Company to be developed; any gas gathering, processing, drilling, marketing, transportation project which any of the Western Companies is developing; all Technical and Engineering Information. Information shall not

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be deemed to be Confidential Information for purposes of this Agreement which: (i) is or hereafter becomes publicly known through no improper or unauthorized act or omission of Employee; (ii) is received by Employee without restriction on disclosure from a third party who disclosed the information without, to the best of Employee’s knowledge, violating any restriction on confidentiality or disclosure; or (iii) is independently developed after the termination of Employee’s employment with the Corporation by Employee without reference to the Confidential Information and without violation of any confidentiality restriction.

(h)“Confidential Projects” means the activities of or plans of any Western Company relating to the development, planning or execution of new project, expansion or acquisition strategy or target relating to areas of intended leasing activity and gathering and processing activity or any other material business of any Western Company.

(i)“Good Reason” means (i) any material breach by the Corporation of its obligations under this Agreement, including the failure of the Corporation to pay Employee the Base Salary or, if declared by the Board, the Annual Bonus, or any other payment due Employee hereunder, or to provide any benefits required pursuant to this Agreement; (ii) any action of Corporation that results in any reduction in Employee’s title below an officer title, (iii) any action of Corporation that results in any material diminishment in Employee’s duties, functions, responsibilities or authority( provided however that any changes in spending authority shall not be considered to be a material diminishment in duties, functions, responsibilities or authority), (iv) any reduction of Employee’s Base Salary, (v) any material reduction of benefits on a basis different than other peer executives of the Corporation; or (vi) a requirement that Employee be based anywhere other than within twenty-five (25) miles of Employee’s current principal place of employment except for travel that may be required of Employee in performing his employment duties hereunder; provided, however, that if the Corporation suspends Employee from performing his employment duties hereunder for the purposes of performing an internal investigation potentially involving Employee or if the Employee is terminated for Cause, then such suspension or termination shall not constituted Good Reason.

(j)“Litigation Information” means information concerning possible or existing claims, investigations or litigation involving any of the Western Companies.

(k)“Material Competition” means that Employee is involved in any business or investment activity, in any capacity, including, but not limited to, as an employee, consultant, advisor, agent, shareholder (other than as a shareholder of less than five (5%) percent of a publicly traded corporation), independent contractor, investor, partner, member, owner or otherwise, which activity directly competes with or has a material adverse economic effect on any of the activities or business of any Western Company. Material competition includes, but is not limited to, any activity involving the gathering and processing business within 25 miles of one of the Western Companies’ existing or planned gathering, processing or generation facilities; any activity involving the purchase of oil or gas leases, the farming-in of such leases or any similar arrangement, within five (5) miles of the boundaries of an existing oil or gas lease of any Western Company; and, in relation to a Confidential Project involving oil and gas exploration, development or production, any activity, directly or indirectly, involving the purchase of oil or gas leases or the farm-in or participation in operations under leases or any similar arrangement within ten (10) miles of the boundaries of the target area of such Confidential Project.

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(l)“Short Term Disability Period” means the period of ninety (90) days’ following determination of Employee’s disability as that term is defined pursuant to the Corporation’s long-term disability insurance plan.

(m)“Technical and Engineering Information” means all nonpublic information, technical and engineering information associated with or related to any oil, gas or mineral property and any gathering and/or processing facility of any of the Western Companies or with respect to which any of the Western Companies formed an intention to acquire, lease or form any other business relationship prior to the termination of Employee’s employment including, but not limited to, seismic data, engineering reports and methods, geological matters, the results of expiration, drilling, drill cores, cuttings and other samples, production, processing, gathering and drilling techniques and water disposal techniques; or any plans or strategy related to the foregoing.

(n)“Termination Date” means the effective date of termination of employment under this Agreement.

2.Employment. The Corporation hereby employs Employee and Employee hereby accepts such employment with the Corporation upon the terms and conditions hereinafter set forth. Employee’s employment shall continue until it is terminated in accordance with the provisions herein.

3.Powers, Duties and Responsibilities.

(a)Employee shall devote his full time, attention and effort to the business of the Western Companies during the Corporation’s normal business hours and during such other times as are reasonably necessary for the proper performance of his responsibilities hereunder; provided, however, that Employee may serve (i) on the board of any charitable organization or industry group, and (ii) with the consent of the Board of Directors, Employee may serve on the board of one (1) publicly traded corporation; and provided further that in the case of both (i) and (ii) above that such service does not significantly interfere with Employee’s duties hereunder.

(b)Employee’s primary duties shall be to act as the Executive Vice President-Midstream. Employee shall have such powers, duties and responsibilities, and shall perform such other functions in connection with the business of the Western Companies, as may be assigned from time to time by the Corporation.

4.Base Salary and Annual Bonus. For all of the services rendered by Employee pursuant to this Agreement, the Corporation shall pay Employee his Base Salary, payable in accordance with the Corporation’s normal pay practices so long as employed under this Agreement. In no event shall Employee’s Base Salary be decreased, but it may, from time to time be increased at the discretion of the Corporation. In addition, the Corporation shall pay Employee an Annual Bonus as determined by the Board of Directors from time to time.

5.Officer Insurance Coverage - Costs of Defense. During the term of Employee’s employment and thereafter, to the extent the Corporation maintains an insurance policy or policies providing directors’ and officers’ liability insurance, Employee shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for

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any officer of the Corporation provided that such insurance coverage is available to the Corporation at a reasonable cost. Such coverage shall provide to Employee officer liability insurance coverage to cover any claims that may be made arising from his past, present, or future activities on behalf of the Western Companies. Employee hereby represents that to his knowledge no investigation, claim, or litigation is currently pending or threatened against him at this time relating to or arising out of his activities as an employee of any Western Company.

6.Cooperation With Respect to Investigations, Claims or Litigation. During the term of Employee’s employment and at all times thereafter, should a Western Company become involved in any investigation, claim, or litigation relating to or arising out of Employee’s past, present, or future duties with a Western Company or with respect to any matters which Employee has knowledge, Employee agrees to fully, and in good faith, cooperate with the Corporation with respect to such investigation, claim, or litigation. The Corporation shall reimburse Employee for any and all expenses in accordance with the Indemnification Agreement, as defined below.

7.Indemnification Agreement. Exhibit “A”, attached hereto and incorporated herein by reference, is an Indemnification Agreement by and between the Corporation and Employee. The Corporation and Employee each agree to execute and deliver such Indemnification Agreement concurrently with the execution and delivery of this Agreement. To the extent any provision set forth in the Indemnification Agreement is in conflict with any provision set forth in this Agreement, the provision set forth in the Indemnification Agreement shall govern.

8.Employee Benefits. During the term of employment hereunder, Employee shall be eligible to participate in the employee benefit plans provided by the Corporation on the same basis as other similarly situated executives at the level of Vice President and above, as such plans may be changed from time to time, in accordance with the provisions of such plans, including, but not limited to, the Corporation’s qualified retirement plans and the Corporation’s stock incentive plan(s). Employee hereby agrees and acknowledges that nothing in this Agreement guarantees him the right to any grant of stock options, restricted stock or any other right under any stock incentive plan, or other plan.

9.Confidential Information and Nondisclosure.

(a)Employee acknowledges that pursuant to his employment hereunder, Employee occupies a position of trust and confidence. Accordingly, in the course of performing the employment obligations hereunder, Employee will have access to and may develop or obtain certain Confidential Information.

(b)Employee agrees that all Confidential Information shall remain the exclusive property of the Corporation during and after Employee’s employment with the Corporation. Employee further agrees that during and after the term hereof, he shall not, except for the benefit of the Corporation pursuant to the exercise of his duties hereunder or with prior written consent of the Corporation, use for any purpose or disclose to any third party any of the Confidential Information.

(c)All information, drawings, documents and materials whether in writing, on computer disks, computer hard drive, on magnetic tape or otherwise prepared by Employee in connection with his employment are hereby assigned to the Corporation without reservation of any rights by Employee, and all such information which Employee obtains in the course of or as result of his employment by the Corporation in all cases shall

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be the sole and exclusive property of the Corporation and will be delivered to the Corporation by Employee on the earlier of a demand by the Corporation or promptly after the Termination Date, together with all written, computer, magnetic tape or other evidence of the information, drawings, document and materials, if any, furnished by any Western Company to Employee in connection with Employee’s employment.

(d)If Employee violates this agreement of confidentiality, Employee agrees that the Western Companies shall, in addition to any other remedy provided by law, be permitted to pursue an action for injunctive relief, monetary damages, or both.

10.Non-Solicitation. During the term of this Agreement and for a period of eighteen months (18) thereafter, Employee shall not hire, offer to hire, solicit, or participate in the hiring or induce the resignation of any officer or employee of any Western Company; provided, however, nothing contained herein shall prevent Employee from hiring any officer or employee of any Western Company that originates as a result of a general solicitation in a publicly available publication, including the internet, as long as there is no involvement or participation of any kind or nature, directly or indirectly by Employee in (a) the solicitation of the officer or employee of any Western Company, or (b) inducing the resignation of such officer or employee of any Western Company. In the event Employee violates this non-solicitation provision, the Western Company shall, in addition to any other remedy provided by law, be permitted to pursue an action for injunctive relief, monetary damages, or both.

11.Agreement Not to Compete. The parties hereto recognize that Employee is retained by the Corporation as part of a professional, management and executive staff of the Corporation whose duties include the formulation and execution of corporate strategy. Therefore,

(a)Employee hereby agrees that while Employee is employed pursuant to this Agreement he shall not act or engage in Material Competition; and

(b)for a period of one (1) year following the Termination date:

(i)In the event that this Agreement is terminated by the Corporation for Cause or by Employee without Good Reason, he shall not act or engage in Material Competition with respect to the business or activities of any Western Company as they exist on the date of termination of Employee’s employment; or

(ii)In the event that this Agreement is terminated by the Corporation without Cause or by the Employee for Good Reason, he shall not act or engage in Material Competition with respect to any Confidential Projects as they existed up to and including the Termination Date in any State in which any Western Company engages or plans to engage in business.

In the event that Employee violates this agreement not to compete, the Corporation shall, in addition to any other remedies provided by law, be permitted to pursue an action for injunctive relief (preliminary or permanent), monetary damages, or both.

12.Termination of Employment. Employee’s employment and this Agreement shall terminate upon the first to occur of the following events:

(a)Employee’s death.

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(b)The end of the Short Term Disability Period if Employee is unable to return to work at the end of such Short Term Disability Period; provided, however, that during such Short Term Disability Period, Employee shall be entitled to 100% of Employee’s Base Salary reduced by any other Corporation-provided salary-related benefits to which Employee may be entitled with respect to the Short Term Disability Period which benefits are payable solely on account of such disability (including, but not limited to, benefits under any disability insurance policy, worker’s compensation law or any other benefit program or arrangement).

(c)Employee’s written election to terminate employment, with or without Good Reason, to be effective ninety (90) days thereafter unless an earlier effective date is specified by the Corporation.

(d)The Corporation’s written election to terminate Employee’s employment with or without Cause, effective as of the date set forth by the Corporation in such election.

13.Employee’s Rights and Obligations Upon Death or Disability. If Employee’s employment is terminated as a result of death or disability, then Employee shall be entitled to the following in full satisfaction of all of his rights under this Agreement or at law:

(a)Employee’s Right to Base Salary and Benefits. Employee shall be entitled to the following: (i) Base Salary and employee benefits, if any, which have been earned but not paid through the Termination Date, and (ii) an Annual Bonus, equal to the product of (A) the Annual Bonus, and (B) a fraction, the numerator of which is the number of days in the current fiscal year through the date of termination and the denominator of which is 365.

(b)Employee’s Obligations. Notwithstanding such termination of employment, if Employee is terminated as a result of disability, Employee shall remain bound by the provisions of Sections 6, 9, 10 and 11 hereof.

14.Employee’s Rights and Obligations Upon Termination of Employment By The Corporation Without Cause or By Employee for Good Reason. If Employee’s employment is terminated by the Corporation without Cause or by Employee for Good Reason, then Employee shall be entitled to the following in full satisfaction of his rights under this Agreement or at law:

(a)Severance Pay.

(i)Employee shall be entitled to severance pay in an amount equal to:

(A) the sum of (1) Employee’s Base Salary, if any, which has been earned but not paid through the Termination Date, (2) the product of (x) the Annual Bonus and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Termination Date and the denominator of which is 365, and (3) any accrued vacation or other pay pursuant to the Corporation’s vacation or Paid Time Off policy, to the extent not previously paid; and

(B) an amount equal to the sum of (1) Employee’s Base Salary and (2) the Annual Bonus; provided, however, that in the event that Employee’s

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employment has been terminated, as set forth above in this Section 14, at any time during a Change of Control Period, then this amount shall be multiplied by a factor of 2 and Employee shall receive such increased amount less any amount previously paid to Employee under this sub-section (B).

(ii)Employee shall be entitled to continue to receive group health and dental insurance coverage equivalent to the coverage to which he would have been entitled under such plans if he had continued working for the Corporation in the position held on the Termination Date for a period of 12 months following the Termination Date, which period shall be increased to 24 months in the event that Employee has been terminated at any time during a Change of Control Period. In addition, the Corporation shall continue to pay the premiums on any supplemental term life and long term disability policies obtained by the Corporation for Employee’s benefit on or before the Termination date for a period of 12 months following the Termination Date, which period shall be increased to 24 months in the event that Employee has been terminated at any time during a Change of Control Period.

(b)Certain Additional Payments by the Corporation. The Corporation shall be responsible for the payment of taxes to the extent applicable as set forth in Exhibit “B” hereto. Any payments made hereunder as a result of a Change of Control shall be subject to the provisions of Exhibit “B”.

(c)Employee’s Obligations. Notwithstanding such termination of employment, Employee shall remain bound by the provisions of Sections 6, 9, 10 and 11 hereof.

15.Employee’s Rights and Obligations Upon Termination of Employment by the Corporation With Cause or Termination of Employment by Employee Without Good Reason. If Employee’s employment is terminated by the Corporation with Cause or by Employee without Good Reason, then Employee shall be entitled to the following in full satisfaction of all of his rights under this Agreement or at law:

(a)Severance Pay. Employee shall not be entitled to any severance pay.

(b)Employee’s Right to Base Salary and Benefits. Employee shall only be entitled to the Base Salary and employee benefits, if any, earned but not paid through the Termination Date. Employee shall only be entitled to such additional Annual Bonus, if any, which has been previously authorized by the Board of Directors, but has not been paid as of the Termination Date.

(c)Employee’s Obligations. Notwithstanding such termination of employment, Employee shall remain bound by the provisions of Sections 6, 9, 10 and 11 hereof.

16.          Payment Dates; Section 409A of the Internal Revenue Code.

(a)Subject to the provisions of Sections 16(b), (c) and (d) below, any payments required to be made to Employee pursuant to Sections 13, 14 or 15 hereunder shall be made within thirty (30) days’ of the Termination Date.

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(b)Anything in this Agreement to the contrary notwithstanding, if (i) on the Termination Date any of the Corporation’s stock is publicly traded on an established securities market or otherwise (within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code, as amended (the “Code”)) and (B) as a result of such termination, Employee would receive any payment that, absent the application of this Section 16, would be subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earliest of six (6) months after the Termination Date or such other date as will cause such payment not to be subject to such interest and additional tax.

(c)It is the intention of the parties that payments or benefits payable under this Agreement not be subject to the additional tax imposed pursuant to Section 409A of the Code. To the extent such potential payments or benefits could become subject to such Section, the parties shall cooperate to amend this Agreement with the goal of giving Employee the economic benefits described herein in a manner that does not result in such tax being imposed.

(d)Notwithstanding anything to the contrary in the Agreement, payment to Employee upon termination shall be conditioned upon Employee’s execution of a legal release in a form satisfactory to Company in its discretion and drafted and executed to, among other things, ensure a final, complete and enforceable release of all claims that Employee has or may have against Company relating to or arising in any way from Employee’s employment with Company and/or the termination thereof (but excepting claims for indemnification or defense, whether under contract, the Articles of Incorporation, By-Laws, or otherwise), and complete and continuing confidentiality of Company’s proprietary information and trade secrets, and, at the Company’s discretion, the circumstances of Executive’s separation from Company and/or compensation received by Executive in connection with that separation.

17.Survival. In the event that this Agreement is terminated by either party, Sections 5, 6, 9, 10, and 11 shall survive for the periods of time specified therein or if no period is specified, in perpetuity.

18.Benefit. This Agreement shall inure to the benefit of and be binding upon the Corporation, its successors and assigns, including, but not limited to (a) any entity which may acquire all or substantially all of the Corporation’s assets and business, (b) any entity with or into which the Corporation may be consolidated or merged, or (c) any entity that is the successor corporation in a share exchange, and Employee, his heirs, guardians and personal and legal representatives. Employee and the Corporation also agree that each Western Company shall be deemed to be a third-party beneficiary to this Agreement.

19.Notices. All notices and communications hereunder shall be in writing and shall be deemed given when sent postage prepaid by registered or certified mail, return receipt requested, and, if intended for the Corporation, shall be addressed to it, to the attention of its President, at:

Western Gas Resources, Inc.

1099 18^th Street, Suite 1200

Denver, Colorado 80202

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or at such other address which the Corporation shall have given notice to Employee in the manner herein provided, and if intended for Employee, shall be addressed to him at his last known residence, or at such other address at which Employee shall have given notice to the Corporation in the manner provided herein:

Edward A. Aabak

20.Miscellaneous.

(a)Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado. Resolution of any disputes under this Agreement shall only be held in courts in Denver County, Colorado, and the parties expressly consent to personal jurisdiction in courts in Denver County, Colorado and waive any objections to such jurisdiction.

(b)Severability. In the event one or more of the provisions contained in this Agreement, or any application thereof, shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or any other application or modification thereof, shall not in any way be affected or impaired. The parties further agree that any such invalid, illegal or unenforceable provision or restriction shall be deemed modified so that it shall be enforced to the greatest extent permissible under law, and to the extent that any court of competent jurisdiction determines any provision or restriction herein to be overly broad, or unenforceable, such court is hereby empowered and authorized to limit such provisions or restriction so that it is enforceable for the longest duration of time, within the largest geographical area and with the broadest scope.

(c)Counterparts. This Agreement may be executed in more than one copy, each copy of which shall serve as an original for all purposes, but all copies shall constitute but one and the same Agreement.

(d)Assignment. Except as provided in Section 18, this Agreement is personal to each of the parties hereto, and neither party may assign nor delegate any of such party’s rights or obligations hereunder without first obtaining the written consent of the other party.

(e)Headings. All headings set forth in this Agreement are intended for convenience only and shall not control or affect the meaning, construction or effect of this Agreement or of any of the provisions hereof.

(f)Waiver of Breach. The waiver by any party hereto of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by any party.

(g)Entire Agreement. Except for the Indemnification Agreement, this Agreement contains all agreements, understandings, and arrangements between the parties hereto and no other exists. Except for the Indemnification Agreement, all previous agreements, understandings, and arrangements between the parties relating to

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employment are terminated by this Agreement. This Agreement may be amended, waived, changed, modified, extended or rescinded only by a writing signed by the party against whom such amendment, waiver, change, modification, extension or rescission is sought.

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IN WITNESS WHEREOF, the parties have hereunto set their hands as of the date first written above.

CORPORATION:
WESTERN GAS RESOURCES, INC.
By:		/s/ Peter A. Dea
Name:			Peter A. Dea
Title:			President and Chief Executive Officer
EMPLOYEE:
By:	/s/ Edward A. Aabak
Name:  Edward A. Aabak

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EX-10.8

Exhibit 10.8

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (this “Agreement”), effective as of July 6, 2006, between Western Gas Resources, Inc., a Delaware corporation (the “Company”), and Edward A. Aabak (the “Indemnitee”).

WHEREAS, it is essential to the Company to retain and attract as officers the most capable persons available;

WHEREAS, Indemnitee is an officer of the Company;

WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against officers of public companies in today’s environment;

WHEREAS, the Bylaws of the Company require the Company to indemnify and advance expenses to its officers to the full extent permitted by law and the Indemnitee has been serving and continues to serve as an officer of the Company in part in reliance on such Bylaws;

WHEREAS, in recognition of Indemnitee’s need for substantial protection against personal liability in order to enhance Indemnitee’s continued service to the Company in an effective manner and Indemnitee’s reliance on the aforesaid Bylaws, and in part to provide Indemnitee with specific contractual assurance that the protection promised by such Bylaws will be available to Indemnitee (regardless of, among other things, any amendment to or revocation of such Bylaws, or any change in the composition of the Company’s Board of Directors or acquisition transaction relating to the Company), the Company wishes to provide in this Agreement for the indemnification of and the advancing of expenses to Indemnitee to the fullest extent (whether partial or complete) permitted by law and as set forth in this Agreement, and, to the extent insurance is maintained, for the continued coverage of Indemnitee under the Company’s directors’ and officers’ liability insurance policies; and

WHEREAS, prior hereto, the Company and the Indemnitee had entered into an indemnification agreement that the parties desire to restate.

NOW, THERFORE, in consideration of the premises and of Indemnitee continuing to serve the Company directly or, at its request, another enterprise, and intending to be legally bound hereby, the parties hereto agree as follows:

1.Certain Definitions.

(a)Change in Control:

(i)The acquisition by any individual, entity or group (within the meaning of Section 12(d) (3) or 13(d) (2) of the Exchange Act (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than thirty-five (35%) percent of either (A) the then outstanding shares of common stock of the

Company (the “Outstanding Common Stock”) or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control: (A) any acquisition by the Company, (B) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (C) any acquisition by any entity pursuant to a transaction which complies with Subsection 1(a)(iii); or

(ii)Individuals who, as of the date hereof, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Incumbent Board; or

(iii)Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Common Stock and Outstanding Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Common Stock and Outstanding Voting Securities, as the case may be, and (B) no person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 35% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the

time of the execution of the initial agreement, or of the action of the Incumbent Board providing for such Business Combination; or

(iv)Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

(b)Claim:  any threatened, pending or completed action, suit or proceeding, or any inquiry or investigation, whether instituted by the Company or any other party, that Indemnitee in good faith, believes might lead to the institution of any such action, suit or proceeding, whether civil, criminal, administrative, investigative or other, by reason of any action taken by Indemnitee or of any inaction on Indemnitee’s part while acting as a director, officer, employee or agent or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, limited liability company or other enterprise; in each case whether or not Indemnitee is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification or reimbursement can be provided under this Agreement; provided that any such action, suit or proceeding which is brought by Indemnitee against the Company or directors, officers, employees or agents of the Company shall not be deemed a Claim, except (i) with respect to actions or proceedings to establish or enforce a right to indemnify under this Agreement or any other agreement or insurance policy or under the Company’s Certificate of Incorporation or Bylaws now or hereafter in effect relating to Claims for Indemnifiable Events (as defined below), (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim, or (iii) as otherwise required under the Delaware General Company Law (“DGCL”), regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advance expense payment or insurance recovery, as the case may be.

(c)Costs:  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 or amounts paid in settlement) related to or arising as a result of any Claim.

(d)Expenses:  shall include, without limitation, attorneys’ fees and all other costs, expenses and obligations paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any Claim relating to any Indemnifiable Event.

(e)Indemnifiable Event:  any event or occurrence, act or omission to act, related to the fact that Indemnitee is or was a director, officer, employee, agent or fiduciary of the Company, or is or was serving at the request of the Company as a director, officer, employee, trustee, agent or fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, or by reason of anything done or not done by Indemnitee in any such capacity, including, without limitation, under the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as

amended (the “Exchange Act”) or other federal or state statutory law or regulation, at common law or otherwise, and which may relate directly or indirectly to the registration, purchase, sale or ownership of any securities of the Company or to any fiduciary obligation owed with respect thereto.

(f)Independent Legal Counsel:  an attorney or firm of attorneys, selected in accordance with the provisions of Section 3, who shall not have otherwise performed services for the Company or Indemnitee within the last three years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).

(g)Potential Change in Control:  shall be deemed to have occurred if (i) the Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control; (ii) any person (including the Company) publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change in Control; or (iii) the Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred.

(h)Reviewing Party:  any appropriate person or body consisting of a member or members of the Company’s Board of Directors or any other person or body appointed by the Board who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel.

(i)Voting Securities:  any securities of the Company which vote generally in the election of directors.

2.Basic Indemnification Arrangement.

(a)In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify, defend and hold harmless Indemnitee to the fullest extent permitted by law, even if such indemnification is not specifically authorized by the other provisions of this Agreement, the Company’s Certificate of Incorporation, Bylaws or by statute. In the event of any change after the date of this Agreement in any applicable law, statute or rule which expands the right of a Delaware corporation to indemnify a member of its Board of Directors or an officer, employee, controlling person, agent or fiduciary, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits afforded by such change. In the event of any change in any applicable law, statute or rule which narrows the right of a Delaware corporation to indemnify a member of its Board of Directors or an officer, employee, agent or fiduciary, such change, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties’ rights and obligations hereunder.

(b)Notwithstanding the foregoing, the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the Independent

Legal Counsel referred to in Section 4 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law.

(c)If so requested by Indemnitee, the Company shall advance (within two business days of such request) any and all Expenses to Indemnitee (an “Expense Advance”). Such obligation of the Company to make an Expense Advance shall be subject to Indemnitee having made the undertaking in Section 8 and the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court, of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed).

(d)If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, the Reviewing Party shall be the Independent Legal Counsel referred to in Section 4 hereof.

(e)Any indemnification under this Agreement, other than pursuant to Section 2(c) above, shall be made no later than 60 days after receipt by the Company of the written request of Indemnitee, accompanied by substantiating documentation of the Costs incurred by or for Indemnitee and shall not require evidence that Indemnitee has previously paid such costs. If there has been no determination by the Reviewing Party within 60 days after written request by Indemnitee or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of Colorado or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive end binding on the Company and Indemnitee.

(f)Notwithstanding anything else contained herein, in no event shall Indemnitee be entitled to indemnification under this Agreement for any Claims that relate to liability: (i) under Section 16(b) of the Securities Exchange Act of 1934, as amended; (ii) from conduct finally adjudged as violating federal or state securities laws for “insider trading”; (iii) from conduct finally adjudged as constituting active or deliberate dishonesty or willful fraud or illegality; (iv) from conduct finally adjudged as producing an, unlawful personal benefit to Indemnitee; (v) from any disgorgement of bonus or other incentive-based or equity based compensation or profits from the sale of securities as the result of a

restatement pursuant to Section 304 of the Sarbanes-Oxley Act, or (vi) prior to a Change of Control and except to enforce this Agreement, under any Claim initiated by the Indemnitee unless the Board of Directors of the Company shall have authorized or consented to such Claim.

3.Contribution.  If the indemnification provided for in Section 2 for any reason is held by a court of competent jurisdiction to be unavailable to an Indemnitee in respect of any losses, claims, damages, expenses or liabilities referred to therein, then the Company, in lieu of indemnifying Indemnitee thereunder, shall contribute to the amount paid or payable by Indemnitee as a result of such losses, claims, damages, expenses or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and Indemnitee, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and Indemnitee in connection with the action or inaction which resulted in such losses, claims, damages, expenses or liabilities, as well as any other relevant equitable considerations. In connection with the registration of the Company’s securities, the relative benefits received by the Company and Indemnitee shall be deemed to be in the same respective proportions that the net proceeds from the offering (before deducting expenses) received by the Company and the Indemnitee, in each case as set forth in the table on the cover page of the applicable prospectus, bear to the aggregate public offering price of the securities so offered. The relative fault of the Company and Indemnitee shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or Indemnitee and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The Company and Indemnitee agree that it would not be just and equitable if contribution pursuant to this Section 3 were determined by pro rata or per capita allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. In connection with any registration of the Company’s securities, in no event and notwithstanding the other provisions of this Section 3 shall an Indemnitee be required to contribute any amount hereunder in excess of the lesser of (i) that proportion of the total of such losses, claims, damages or liabilities indemnified against equal to the proportion of the total securities sold under such registration statement that is being sold by Indemnitee or (ii) the proceeds received by Indemnitee from its sale of securities under such registration statement. No person found guilty of fraudulent misrepresentation (within the meaning of Section 10(f) of the Securities Act) shall be entitled to contribution from any person who was not found guilty of such fraudulent misrepresentation.

4.Change in Control.  The Company agrees that if there is a Change in Control of the Company then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw now or hereafter in; effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law.

The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys’, fees, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

5.Establishment of Trust.

(a)In the event of a Potential Change in Control, the Company shall: (i) upon written request by Indemnitee, create a trust for the benefit of Indemnitee, with the trustee chosen by Indemnitee; (ii) from time to time upon written request of Indemnitee fund such trust, provide an irrevocable letter of credit, or other collateral or other financial arrangement satisfactory to Indemnitee, in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for and defending any Claim relating to an Indemnifiable Event, and any and all judgments, fines, penalties and settlement amounts of any end all Claims relating to en Indemnifiable Event from time to time actually paid or claimed, reasonably anticipated or proposed to be paid.

(b)Notwithstanding anything else contained herein, in no event shall the Company be required to deposit more than Five Hundred Thousand Dollars ($500,000) (whether in cash or an irrevocable letter of credit) in any trust created hereunder in excess of amounts deposited in respect of reasonably anticipated Expenses.

(c)The amount or amounts to be deposited in the trust pursuant to the foregoing funding obligation shall be determined by the Reviewing Party, in any case in which the Independent Legal Counsel referred to above is involved.

(d)The terms of the trust shall provide that upon a Change in Control (i) the trust shall not be revoked or the principal thereof invaded, without the written consent of the Indemnitee, (ii) the trustee shall advance, within two business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the trust under the circumstances under which the Indemnitee would be required to reimburse the Company under Section 2(b) of this Agreement), (iii) the trust shall continue to be funded by the Company in accordance with the funding obligation set forth herein, (iv) the trustee shall promptly pay to Indemnitee all amounts for which Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and (vi) all unexpended funds in such trust shall revert to the Company upon a final determination by the Reviewing Party or a court of competent jurisdiction, as the case may be, that Indemnitee has been fully indemnified under the terms of this Agreement.

6.Indemnification for Additional Expenses.  The Company shall indemnify Indemnitee against any and all Expenses (including attorneys’ fees) and, if requested by Indemnitee, shall (within two business days of such request) make an Expense Advance to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for (i) indemnification or an Expense Advance by the Company under this Agreement or any other agreement or Company Bylaw now or hereafter in effect relating to Claims for Indemnifiable Events and/or (ii) recovery under any directors’ and officers’

liability insurance policies maintained by the Company, regardless of’ whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advance or insurance recovery, as the case may be, unless, as a part of such action, a court of competent jurisdiction over such action determines that the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous.

7.Partial Indemnity Etc.  If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses, judgments, fines, penalties and amounts paid in settlement of a Claim but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. Moreover, notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any or all Claims relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee shall be indemnified against all Expenses incurred in connection therewith.

8.Undertaking by Indemnitee.  Indmenitee hereby undertakes to repay to the Company any Expense Advance pursuant to Section 2 to the extent that it is ultimately determined that Indemnitee is not entitled to indemnification in accordance with the provisions of Section 2.

9.Burden of Proof.  In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder the burden of proof shall be on the Company to establish that Indemnitee is not so entitled.

10.No Presumptions.  For purposes of this Agreement, the termination of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not mat such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee’s claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.

11.Nonexclusivity, Etc.  The rights of the Indemnitee hereunder shall be in addition to any other rights Indemnitee may have under the Company’s Bylaws or the DGCL or otherwise.

12.Liability Insurance.

(a)The Company hereby covenants and agrees that, so long as the Indemnitee shall continue to serve as a member of its Board of Directors or an officer, employee, controlling person, agent or fiduciary of the Company and thereafter so long as the Indemnitee shall be subject to any possible Claim by reason of the fact that the

Indemnitee was a member of its Board of Directors or an officer, employee, controlling person, agent or fiduciary of the Company, the Company shall promptly maintain in full force and effect directors’ and officers’ liability insurance in reasonable amounts from established and reputable insurers.

(b)In all policies of directors’ and officers’ liability insurance, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company’s directors, if the Indemnitee is a director; or of the Company’s officers, if the Indemnitee is not a director of the Company but is an officer; or of the Company’s key employees, if the Indemnitee is not a director or officer of the Company.

(c)If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(a) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in each of the Company’s policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

13.Choice of Counsel.  If Indemnitee is not an officer of the Company, Indemnitee, together with the other directors who are not officers of the Company (the “Outside Directors”), shall be entitled to employ, and be reimbursed for the fees and disbursements of, counsel separate from that chosen by Indemnitees who are officers of the Company. The principal counsel for Outside Directors (“Principal Counsel”) shall be determined by majority vote of the Outside Directors, and the Principal Counsel for the Indemnitees who are not Outside Directors (“Separate Counsel”) shall be determined by majority vote of such Indemnitees. The obligation of the Company to reimburse Indemnitee for the fees and disbursements of counsel hereunder shall not extend to the fees and disbursements of any counsel employed by Indemnitee other than Principal Counsel or Separate Counsel, as the case may be, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Claim at Indemnitee’s expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded with the advice of counsel that there is a substantial possibility that Principal Counsel or Separate Counsel, as the case may be, will have a conflict of interest in representing Indemnitee, or (C) the Company shall not continue to retain Principal Counsel or Separate Counsel, as the case may be, to defend such Claim, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company

14.Period of Limitations.  No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company against Indemnitee, Indemnitee’s spouse, heirs, executors or personal or legal representatives after the expiration of two years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless, asserted by the timely filing of a legal action within such two-year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action such shorter period shall govern.

15.Amendments, Etc.  No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

16.Subrogation.  In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights.

17.Settlement of Claims.  The Company shall not be liable to indemnify indemnitee under this Agreement for any amounts paid in settlement of any Claim effected without the Company’s prior written consent. The Company shall not settle any Claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s prior written consent. Neither the Company nor Indemnitee will unreasonably withhold or delay their consent to any proposed settlement. The Company shall not be liable to indemnify Indemnitee under this Agreement with regard to any judicial award if the Company was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such action.

18.No Duplication of Payments.  The Company shall not be liable under this Agreement to make any payment in connection with any Claim made against Indemnitee to the extent Indemnitee has otherwise actually received payment (under any insurance policy, Bylaw or otherwise) of the amounts otherwise indemnifiable hereunder.

19.Binding Effect, Etc.  This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors, assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company, spouses, heirs, executors and personal and legal representatives. This Agreement shall continue in effect regardless of whether Indemnitee continues to serve as an officer or director of the Company or of any other enterprise at the Company’s request.

20.Severability.  The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any provision within a single section, paragraph or sentence) is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable in any respect, and the validity and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired and shall remain enforceable to the fullest extent permitted by law.

21.Governing Law.  This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware applicable to contracts made and to be performed in such state without giving effect to the principles of conflicts of laws.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of July 6, 2006.

WESTERN GAS RESOURCES, INC.
By:		/s/ Peter A. Dea
Name:			Peter A. Dea
Title:				President and Chief Executive
Officer
INDEMNITEE:
By:	/s/ Edward A. Aabak
Name: Edward A. Aabak