Form of Indemnification Agreement For Directors And Executive Officers

EXHIBIT 10.6

FORM OF INDEMNITY AGREEMENT

This Indemnity Agreement (the " Agreement" ) is effective as of ______by and between Encore Acquisition Company, a Delaware corporation (the " Indemnitor" ), and ______(the " Indemnitee" ).

RECITALS

The Indemnitee is a director and/or officer of the Indemnitor and/or an Affiliate Indemnitee (as hereinafter defined). The Indemnitor and the Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers in today' s environment.

The Indemnitor' s Second Amended and Restated Bylaws (the " Bylaws" ) require the Indemnitor to indemnify its directors and officers as currently provided therein, and the Indemnitee has been serving and continues to serve as a director and/or officer of the Indemnitor in part in reliance on such provisions. The Bylaws permit the Indemnitor to purchase and maintain insurance or to furnish similar protection or make other arrangements (any such insurance, protection or arrangement, an " Indemnification Arrangement" ) on behalf of the Indemnitee against personal liability (including, but not limited to, providing for Advanced Amounts (as hereinafter defined)) asserted against Indemnitee or incurred by or on behalf of Indemnitee in such capacity as a director or officer of the Indemnitor or as an Affiliate Indemnitee, or arising out of Indemnitee' s status as such, whether or not the Indemnitor would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement or under the General Corporation Law of the State of Delaware (the " DGCL" ), as it may then be in effect.

In part to provide the Indemnitee with specific contractual assurance of substantial protection against personal liability (regardless of, among other things, any amendment to or revocation of the aforementioned provisions of the Bylaws or any change in the composition of the Indemnitor' s Board of Directors or control of the Indemnitor), the Indemnitor desires to enter into this Agreement. DGCL Section 145(f) expressly recognizes that the indemnification provisions of the DGCL are not exclusive of any other rights to which a person seeking indemnification may be entitled under the Indemnitor' s Second Amended and Restated Certificate of Incorporation (the " Certificate of Incorporation) or Bylaws, or an agreement providing for indemnification, or a resolution of stockholders or directors, or otherwise, and the Bylaws expressly recognize that the indemnification provisions of the Bylaws shall not be deemed exclusive of, and shall not affect, any other rights to which a person seeking indemnification may be entitled under any agreement.

In order to induce the Indemnitee to serve as a director and/or officer of the Indemnitor and in consideration of the Indemnitee' s so serving, the Indemnitor desires to hold harmless and indemnify the Indemnitee and to make arrangements pursuant to which the Indemnitee may be advanced or reimbursed expenses incurred by the Indemnitee in certain proceedings, in every case to the fullest extent authorized or permitted by the DGCL, or any


other applicable law, or by any amendment thereof or other statutory provisions authorizing or permitting such indemnification that are adopted after the date hereof (but, in the case of any such amendment, only to the extent that such amendment permits the Indemnitor to provide broader indemnification rights than the DGCL, or other applicable law, permitted the Indemnitor to provide prior to such amendment).

NOW THEREFORE, in consideration of the foregoing recitals and of the Indemnitee' s continuing to serve the Indemnitor as a director and/or officer, the parties agree as follows:

1. Indemnification . To the fullest extent allowed by law, the Indemnitor shall hold harmless and indemnify the Indemnitee and Indemnitee' s spouse, heirs, executors and personal and legal representatives against any and all expenses, liabilities and losses (including, without limitation, investigation expenses, expert witnesses' and attorneys' fees and expenses, judgments, travel expenses, penalties, fines, amounts paid or to be paid in settlement any interest, assessments, or other charges imposed thereon and any federal, state, local or foreign taxes imposed as a result of actual or deemed receipt of any payment hereunder) actually incurred by the Indemnitee (net of any related insurance proceeds or other amounts received by the Indemnitee or paid by or on behalf of an Indemnitor on the Indemnitee' s behalf in compensation of such expenses, liabilities or losses) in connection with any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative or in arbitration, to which the Indemnitee is a party or participant or is threatened to be made a party or participant (a " Proceeding" ), as a plaintiff, defendant, respondent, witness or otherwise, based upon, arising from, relating to or by reason of the fact that the Indemnitee: (a) is, was, shall be or shall have been a director and/or officer of the Indemnitor; or (b) is or was serving, shall serve, or shall have served at the request of the Indemnitor as a director, officer, partner, trustee, fiduciary, employee or agent (" Affiliate Indemnitee" ) of another foreign or domestic corporation or non-profit corporation, cooperative, partnership, limited liability company, joint venture, trust, employee benefit plan, or other incorporated or unincorporated enterprise (each, a " Company Affiliate" ); or arising from or relating to any action or omission to act taken by the Indemnitee in any of the foregoing capacities; provided, however, that, except as provided in Section 9(b) hereof, the Indemnitor shall indemnify the Indemnitee in connection with a Proceeding initiated by the Indemnitee only if such proceeding (or part thereof) was authorized by a two-thirds vote of the Board of Directors of the Indemnitor.

The Indemnitee shall be presumed to be entitled to such indemnification under this Agreement upon submission of a written claim pursuant to Section 4 hereof. Thereafter, the Indemnitor shall have the burden of proof to overcome the presumption that the Indemnitee is so entitled. Such presumption shall only be overcome by a judgment or other final adjudication, after all appeals and all time for appeals has expired (" Final Determination" ), which is adverse to the Indemnitee and which establishes (i) that Indemnitee' s acts were committed in bad faith, or were the result of active and deliberate dishonesty, and were material to the cause of action so adjudicated and (ii) that the Indemnitee in fact personally gained a financial profit or other advantage to which Indemnitee was not legally entitled. If the Indemnitee is not wholly successful in any Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Indemnitor agrees to indemnify the Indemnitee to the maximum extent permitted by law against all losses and expenses incurred by

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the Indemnitee in connection with each successfully resolved claim, issue or matter. Neither the failure of the Indemnitor (including its Board of ...