0000950123-10-112860 Sample Contracts

TARGA RESOURCES CORP. 16,375,000 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • December 10th, 2010 • Targa Resources Corp. • Natural gas transmission • New York

This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”), between Targa Resources Corp. (the “Company”), the Selling Stockholders that are parties thereto (the “Selling Stockholders”) and you as representatives of a group of Underwriters named therein, relating to an underwritten public offering of common stock, $0.001 par value per share of the Company (the “Shares”).

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