<PAGE>
                                                                 EXHIBIT 10.22

                            INDEMNIFICATION AGREEMENT

     This INDEMNIFICATION AGREEMENT (the "AGREEMENT") is made and entered into
effective as of this ___ day of January, 2006, by and between Regency GP LLC, a
Delaware limited liability company (including any successors thereto, the
"COMPANY"), and each of the Indemnitees who is a signatory hereto.

                                    RECITALS:

     Competent and experienced individuals are reluctant to serve or to continue
to serve companies as directors, officers, or in other capacities unless they
are provided with adequate protection through insurance or indemnification, or
both, against claims and actions against them arising out of their service to
and activities on behalf of those companies.

     The current uncertainties relating to the availability of adequate
insurance for directors and officers have increased the difficulty for companies
to attract and retain competent and experienced individuals.

     The members of the Company (the "MEMBERS") have determined that the
continuation of present trends in litigation will make it more difficult to
attract and retain competent and experienced individuals, that this situation is
detrimental to the best interests of the Company and its members and
subsidiaries, and that the Company should act to assure its directors and
officers that there will be increased certainty of adequate protection in the
future.

     The Company, in its capacity as the general partner of Regency GP LP, a
Delaware limited partnership (the "GENERAL PARTNER"), which is the general
partner of Regency Energy Partners LP, a Delaware limited partnership (the
"PARTNERSHIP"), has indirect responsibility for conducting the business of the
Partnership and for managing the Partnership's operations, and the Board of
Directors of the Company (the "BOARD") and the officers of the Company will make
decisions on behalf of each of the Company, the General Partner and the
Partnership.

     Article IX of the Amended and Restated Limited Liability Company Agreement
of the Company (the "LLC AGREEMENT") and Sections 7.7 and 7.8 of the Amended and
Restated Agreement of Limited Partnership of the Partnership (the "MLP
AGREEMENT") provide for the indemnification of certain Indemnitees.

     Consistent with each of the LLC Agreement and the MLP Agreement, it is
reasonable, prudent, and necessary for the Company to obligate itself
contractually to indemnify its directors and officers to the fullest extent
permitted by applicable law in order to induce them to serve or continue to
serve each of the Company, the General Partner and the Partnership.

     Each Indemnitee is willing to serve and continue to serve each of the
Company, the General Partner and the Partnership on the condition that he or she
be indemnified to the fullest extent permitted by law.

<PAGE>

     Concurrently with the execution of this Agreement, each Indemnitee is
agreeing to serve or to continue to serve as a director or officer, or both, of
the Company, and to act on behalf of each of the General Partner and the
Partnership.

                                   AGREEMENTS:

     NOW, THEREFORE, in consideration of the foregoing premises, Indemnitee's
agreement to serve or continue to serve as a director or officer, or both, of
the Company, and to act on behalf of each of the General Partner and the
Partnership, the covenants contained in this Agreement, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and Indemnitee hereby agree as follows:

1.   Certain Definitions. Each capitalized term used but not defined herein
     shall have the meaning assigned to such term in the LLC Agreement. For
     purposes of this Agreement:

     (a)  Change of Control: shall mean the occurrence of any of the following
          events:

          (i)  The acquisition after the date of this Agreement by any
               individual, entity, or group (within the meaning of Section
               13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the
               "EXCHANGE ACT")) (an "ACQUIRING PERSON") of beneficial ownership
               (within the meaning of Rule 13d-3 promulgated under the Exchange
               Act) of 20% or more of the then outstanding Membership Interests
               of the Company (the "OUTSTANDING COMPANY MEMBER INTERESTS");
               provided, however, that for purposes of this paragraph (i), the
               following acquisitions shall not constitute a Change of Control:
               (A) any such acquisition directly from the Company or any
               Subsidiary of the Company; (B) any such acquisition by the
               Company or any Subsidiary of the Company; (C) any such
               acquisition by any employee benefit plan (or related trust)
               sponsored or maintained by the Company or any Subsidiary of the
               Company; or (D) any such acquisition by any entity or its
               security holders pursuant to a transaction which complies with
               clauses (A), (B), and (C) of paragraph (iii) below;

          (ii) Individuals who, as of the date of this Agreement, constitute the
               Board (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 of this
               Agreement whose election or appointment by the Board or
               nomination for election by the Company's members, was approved by
               a vote of at least a majority of the directors then comprising
               the Incumbent Board, shall in either case 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 an Acquiring Person
               other than the Board;


                                      -2-

<PAGE>

          (iii) Consummation of a reorganization, merger or consolidation or
               sale or other disposition of all or substantially all of the
               assets of the Company or an acquisition of assets of another
               entity (a "BUSINESS COMBINATION"), unless in each case, following
               such Business Combination, (A) all or substantially all of the
               individuals and entities who were the beneficial owners,
               respectively, of the Outstanding Company Member Interests
               immediately prior to such Business Combination beneficially own,
               directly or indirectly, more than 50% of both (i) the then
               outstanding Membership Interests and (ii) 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, an entity that 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, vis a vis
               each other, as their ownership, immediately prior to such
               Business Combination of the Outstanding Company Member Interests,
               (B) no Acquiring Person (excluding any employee benefit plan (or
               related trust) of the Company or the entity resulting from such
               Business Combination) beneficially owns, directly or indirectly,
               20% or more of either (i) the then outstanding equity of the
               entity resulting from such Business Combination or (ii) the
               combined voting power of the then outstanding voting securities
               of such entity (except in each case to the extent that such
               ownership of the Company existed prior to the Business
               Combination) and (C) at least a majority of the members of the
               board of directors of the entity 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
               Board, providing for such Business Combination; or

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

     (b)  Expenses: shall mean all costs, expenses (including attorneys' and
          expert witnesses' fees, costs and expenses) and obligations incurred
          in connection with investigating, defending (including affirmative
          defenses and counterclaims), being a witness in, or participating in
          (including participation on appeal), or preparing to defend, be a
          witness in, or participate in, any Claim relating to any Indemnifiable
          Event.

     (c)  Indemnifiable Event: shall mean any and all claims, demands, actions,
          suits or proceedings, whether civil, criminal, administrative or
          investigative, in which any Indemnitee may be involved, or is
          threatened to be involved, as a party or otherwise, by reason of his
          or her status as serving in any of the capacities contemplated by the
          definition of Indemnitee,

     (d)  Indemnifiable Liabilities: shall mean all all Expenses (including
          attorneys' fees), judgments, fines and amounts paid in settlement
          actually and reasonably incurred


                                      -3-

<PAGE>

          by the Indemnitee in connection with any Indemnifiable Event,
          including without limitation losses, claims, damages (whether actual,
          consequential, special, punitive, exemplary, multiplied or otherwise),
          liabilities, joint or several, judgments, payments, fines, penalties,
          interest, settlements and other amounts arising from any Indemnifiable
          Event.

     (e)  Indemnitee: shall mean each individual signatory to this Agreement who
          was or is a party or is threatened to be made a party to any
          threatened, pending or completed action, suit or proceeding, whether
          civil, criminal, administrative or investigative (other than an action
          by or in the right of the Company) by reason of the fact that the
          individual is or was a director, officer, employee or agent of the
          Company, or is or was serving at the request of the Company as a
          director, officer, employee or agent of another corporation, limited
          liability company, partnership, joint venture, trust or other
          enterprise. For purposes of this Agreement, the Company agrees that
          Indemnitee's service on behalf of or with respect to any Subsidiary,
          Affiliate or employee benefits plan of the Company or any Subsidiary
          or Affiliate of the Company shall be deemed to be at the request of
          the Company.

     (f)  Potential Change of 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 of Control; (ii) any Person
          (including the Company) publicly announces an intention to take or to
          consider taking actions that, if consummated, would constitute a
          Change of Control; or (iii) the Board adopts a resolution to the
          effect that, for purposes of this Agreement, a Potential Change of
          Control has occurred.

     (g)  Reviewing Party: shall mean a member or members of the Board who are
          not parties to the particular Claim for which Indemnitee is seeking
          indemnification or, if a Change of Control has occurred, if there is a
          Potential Change of Control and Indemnitee so requests, if the members
          of the Board so elect or if all of the members of the Board are
          parties to such Claim, then Special Counsel.

     (h)  Special Counsel: shall mean special, independent legal counsel
          selected by Indemnitee and approved by the Company (which approval
          shall not be unreasonably withheld), and who has not otherwise
          performed material legal services for the Company or for Indemnitee
          within the last three years (other than as Special Counsel under this
          Agreement or similar agreements).

2.   Indemnification and Expense Advancement.

     (a)  The Company shall, subject to the provisions of subsection (b) of this
          Section 2, indemnify Indemnitee and hold Indemnitee harmless to the
          fullest extent permitted by law, as soon as practicable but in any
          event no later than 30 days after written demand is presented to the
          Company, from and against any and all Indemnifiable Liabilities.


                                      -4-

<PAGE>

     (b)  Notwithstanding the provisions of subsection (a) of this Section 2,
          the Company shall not be obligated to indemnify the Indemnitee with
          resepect to any Indemnifiable Liabilities if and to the extent that a
          final and non-appealable judgment has been entered by a court of
          competent jurisdiction determining that, in respect of the matter or a
          portion thereof for which the Indemnitee is seeking indemnification
          pursuant to this Agreement, the Indemnitee acted in bad faith or
          engaged in fraud, willful misconduct or, in the case of a criminal
          matter, acted with knowledge that the Indemnitee's conduct was
          unlawful or if and to the extent that indemnification by the Company
          of the Indemnitee in respect of such matter or a portion thereof would
          otherwise violate applicable law.

     (c)  Any determination of any matter under subsection (b) of this Section 2
          shall be made by a Reviewing Party. The Company shall not make any
          payment of indemnification otherwise permitted under subsection 2(a)
          if a Reviewing Party shall have determined (in a written opinion, in
          any case in which Special Counsel is involved) that Indemnitee is not
          permitted to be indemnified under the terms of this Agreement. Nothing
          contained in this Agreement shall require any determination under this
          subsection 2(c) to be made by the Reviewing Party prior to the
          disposition or conclusion of the Claim against the Indemnitee.

     (d)  If so requested by Indemnitee, the Company shall advance from time to
          time to Indemnitee all reasonable Expenses incurred by Indemnitee to
          the fullest extent permitted by applicable law (or, if applicable,
          reimburse Indemnitee for any and all reasonable Expenses incurred by
          Indemnitee and previously paid by Indemnitee) within ten business days
          after such request (an "EXPENSE ADVANCE"). The Company shall be
          obligated from time to time at the request of Indemnitee to make or
          pay an Expense Advance in advance of the final disposition or
          conclusion of any Claim. In connection with any request for an Expense
          Advance, Indemnitee or Indemnitee's counsel shall, if so requested by
          the Company, submit an affidavit stating that the Expenses to which
          the Expense Advances relate are reasonable. Determinations as to the
          reasonability of Expenses shall be made by a Reviewing Party. Any
          dispute as to the reasonableness of any Expense shall not delay an
          Expense Advance by the Company.

     (e)  If, when, and to the extent that a Reviewing Party determines that
          Indemnitee would not be permitted to be indemnified with respect to a
          Claim under the terms of this Agreement or the amount of the Expense
          Advance was not reasonable, the Company shall be entitled to be
          reimbursed by Indemnitee and Indemnitee hereby agrees to reimburse the
          Company without interest (which agreement shall be an unsecured
          obligation of Indemnitee) for (x) all related Expense Advances
          theretofore made or paid by the Company if it is determined that
          indemnification would not be permitted or (y) the excessive portion of
          any Expense Advances if it is determined that such Expenses Advances
          were unreasonable, in either case, if and to the extent such
          reimbursement is required by under the terms of this Agreement;
          provided, however, that, if Indemnitee has commenced or shall commence
          legal proceedings in a court of competent jurisdiction to secure a


                                      -5-

<PAGE>

          determination that Indemnitee is entitled to be indemnified under the
          terms of this Agreement, or that the Expense Advances were reasonable,
          any determination made by a Reviewing Party that Indemnitee is not
          entitled to indemnification with respect to Indemnifiable Liabilities
          or to Expense Advances under the terms of this Agreement shall be of
          no force or effect under this Agreement, and the Company shall be
          obligated to continue to make Expense Advances, until a final judicial
          determination is made with respect thereto (as to which all rights of
          appeal therefrom have been exhausted or lapsed), which determination
          shall be conclusive and binding.

     (f)  If the Company shall not have provided indemnification or Expense
          Advances pursuant to the terms hereof on the basis that review by, if
          Indemnitee so requests, a Reviewing Party is required but there has
          not been a timely determination by the Reviewing Party or if the
          Reviewing Party determines that Indemnitee substantively is not
          permitted to be indemnified in whole or part under the terms of this
          Agreement or that any Expense Advances were unreasonable, Indemnitee
          shall have the right to commence litigation against the Company in any
          court in the states of Texas or Delaware having subject matter
          jurisdiction thereof and in which venue is proper seeking an initial
          determination as to the propriety of such indemnification or Expense
          Advances by the court or challenging any such determination by the
          Reviewing Party or any aspect thereof, and the Company hereby consents
          to service of process and to appear in any such proceeding. In the
          absence of the initiation of such litigation in a reasonable period
          thereafter, any determination by the Reviewing Party otherwise shall
          be conclusive and binding on the Company and Indemnitee.

     (g)  With respect to any Claim relating to any Indemnifiable Event, the
          Company shall be entitled to participate in or, at its option, assume
          the defense, appeal or settlement of such Claim.

     (h)  Nothing in this Agreement, however, shall require the Company to
          indemnify Indemnitee with respect to any Claim initiated by
          Indemnitee, other than a Claim solely seeking enforcement of the
          Company's indemnification obligations to Indemnitee or a Claim
          authorized by the Board.

3.   Change of Control. The Company agrees that, if a Potential Change in
     Control or a Change of Control has occurred and if Indemnitee so requests
     in writing, Special Counsel shall be appointed as the Reviewing Party. In
     such a case, the Company agrees not to request or seek reimbursement from
     Indemnitee of any indemnification payment or Expense Advances unless
     Special Counsel has rendered its written opinion to the Company and
     Indemnitee (i) that the Company was not or is not permitted under the terms
     of this Agreement to pay Indemnitee and to allow Indemnitee to retain such
     indemnification payment or Expense Advances or (ii) that such Expense
     Advances were unreasonable. If, however, Indemnitee has commenced or shall
     commence legal proceedings in a court of competent jurisdiction to secure a
     determination that Indemnitee is entitled to be indemnified under the terms
     of this Agreement or that the Expense Advances were reasonable, any
     determination made by Special Counsel that Indemnitee


                                      -6-

<PAGE>

     is not entitled to indemnification with respect to Indemnifiable
     Liabilities or to Expense Advances under the terms of this Agreement shall
     be of no force or effect under this Agreement, Indemnitee shall not be
     required to reimburse the Company for any Expense Advance, and the Company
     shall be obligated to continue to make Expense Advances, until a final
     judicial determination is made with respect thereto (as to which all rights
     of appeal therefore have been exhausted or lapsed), which determination
     shall be conclusive and binding. The Company agrees to pay the reasonable
     fees of Special Counsel and to indemnify Special Counsel against any and
     all Expenses (including attorneys' fees), claims, liabilities, and damages
     arising out of or relating to this Agreement or Special Counsel's
     engagement pursuant hereto.

4.   Indemnification for Additional Expenses. The Company shall indemnify
     Indemnitee against any and all costs and Expenses (including attorneys' and
     expert witnesses' fees, costs and expenses), and, if requested by
     Indemnitee, shall (within two business days of that request) advance those
     costs and Expenses to Indemnitee, that are incurred by Indemnitee if
     Indemnitee, whether by formal proceedings or through demand and negotiation
     without formal proceedings: (a) seeks to enforce Indemnitee's rights under
     this Agreement; (b) seeks to enforce Indemnitee's rights to expense
     advancement or indemnification under any other agreement or provision of
     the Company's Certificate of Formation, as amended (the "CERTIFICATE OF
     FORMATION"), or the LLC Agreement now or hereafter in effect relating to
     Claims for Indemnifiable Events; or (c) seeks recovery under any directors'
     and officers' liability insurance policies maintained by the Company, in
     each case regardless of whether Indemnitee ultimately prevails. The
     Company's obligation pursuant to the immediately preceding sentence is
     subject to the condition that a court of competent jurisdiction shall not
     have found Indemnitee's claim for indemnification or expense advancements
     under the foregoing clause (a), (b) or (c) to be frivolous, presented for
     an improper purpose, without evidentiary support, or otherwise sanctionable
     under Federal Rule of Civil Procedure No. 11 or an analogous rule or law.
     If a court should make such a finding, Indemnitee shall reimburse the
     Company for all amounts previously advanced to Indemnitee pursuant to this
     Section 4. Subject to the conditions contained in this Section 4, the
     Company waives, to the fullest extent permitted by law, any and all rights
     that it may have to recover its costs and Expenses from Indemnitee.

5.   Partial Indemnity. If Indemnitee is entitled under any provision of this
     Agreement to indemnification by the Company for some, but not all, of
     Indemnitee's Indemnifiable Liabilities, the Company shall indemnify
     Indemnitee for the portion thereof to which Indemnitee is entitled.

6.   Contribution.

     (a)  Contribution Payment. To the extent the indemnification provided for
          under any provision of this Agreement is determined (in the manner
          hereinabove provided) not to be permitted hereunder because it is not
          permitted under applicable law, the Company, in lieu of indemnifying
          Indemnitee, shall, to the extent permitted by law, contribute to the
          amount of any and all Indemnifiable Liabilities incurred or paid by
          Indemnitee for which such indemnification is not permitted. The amount


                                      -7-

<PAGE>

          the Company contributes shall be in such proportion as is appropriate
          to reflect the relative fault of Indemnitee, on the one hand, and of
          the Company and any and all other parties (including members, officers
          and directors of the Company other than Indemnitee) who may be at
          fault (collectively, including the Company, the "THIRD PARTIES"), on
          the other hand.

     (b)  Relative Fault. The relative fault of the Third Parties and the
          Indemnitee shall be determined by reference to the relative fault of
          Indemnitee as determined by the court or other governmental agency or
          to the extent such court or other governmental agency does not
          apportion relative fault, by the Reviewing Party (which shall include
          Special Counsel) after giving effect to, among other things, the
          relative intent, knowledge, access to information, and opportunity to
          prevent or correct the relevant events, of each party, and other
          relevant equitable considerations. The Company and Indemnitee agree
          that it would not be just and equitable if contribution were
          determined by pro rata allocation or by any other method of allocation
          that does not take into account the equitable considerations referred
          to in this Section 6(b).

7.   Burden of Proof. In connection with any determination by the Reviewing
     Party or otherwise as to whether Indemnitee is entitled to be indemnified
     under any provision of this Agreement or to receive contribution pursuant
     to Section 6 of this Agreement, the burden of proof shall, to the extent
     permitted by law, be on the Company to establish that Indemnitee is not so
     entitled.

8.   No Presumption. For purposes of this Agreement, the termination of any
     Claim by judgment, order, settlement (whether with or without court
     approval), or conviction, or upon a plea of nolo contendere, or its
     equivalent, or an entry of an order of probation prior to judgment shall
     not create a presumption (other than any presumption arising as a matter of
     law that the parties may not contractually agree to disregard) 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.

9.   Non-exclusivity. The rights of Indemnitee hereunder shall be in addition to
     any other rights Indemnitee may have under any agreement (including without
     limitation the Certificate of Formation, the LLC Agreement and the MLP
     Agreement), as a matter of law or otherwise, both as to actions in the
     Indemnitee's service in any of the capacities contemplated by the
     definition of Indemnitee and as to actions in any other capacity, and shall
     continue to the benefit of the heirs, successors, assigns and
     administrators of the Indemnitee. To the extent that a change in the
     Delaware law (whether by statute or judicial decision) permits greater
     indemnification by agreement than would be afforded currently under the
     Certificate of Formation, the LLC Agreement, the MLP Agreement and this
     Agreement, it is the intent of the parties hereto that Indemnitee shall
     enjoy by this Agreement the greater benefits so afforded by that change.
     Indemnitee's rights under this Agreement shall not be diminished by any
     amendment to the Certificate of Formation, the LLC Agreement or the MLP
     Agreement, or of any other agreement or instrument to which Indemnitee is
     not a party, and shall not diminish any other rights that Indemnitee now
     has or in the future may have against the Company.


                                      -8-

<PAGE>

10.  Liability Insurance. Except as otherwise agreed to by the Company and
     Indemnitee in a written agreement, to the extent the Company maintains an
     insurance policy or policies providing directors' and officers' liability
     insurance, Indemnitee shall be covered by that policy or those policies, in
     accordance with its or their terms, to the maximum extent of the coverage
     available for any Company director or officer.

11.  Period of Limitations. No action, suit, or proceeding may be brought
     against Indemnitee or Indemnitee's spouse, heirs, executors, or personal or
     legal representatives, nor may any cause of action be asserted in any such
     action, suit, or proceeding, by or on behalf of the Company, after the
     expiration of two years after the statute of limitations commences with
     respect to Indemnitee's act or omission that gave rise to the action, suit,
     proceeding, or cause of action; provided, however, that, if any shorter
     period of limitations is otherwise applicable to any such action, suit,
     proceeding, or cause of action, the shorter period shall govern.

12.  Amendments. No supplement, modification or amendment of this Agreement
     shall be binding unless executed in writing by both the Company and the
     affected Indemnitee. No waiver of any provision of this Agreement shall be
     effective unless contained in a writing signed by the party granting the
     waiver. 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 that waiver constitute a continuing waiver.

13.  Other Sources. Indemnitee shall not be required to exercise any rights that
     Indemnitee may have against any other Person (for example, under an
     insurance policy) before Indemnitee enforces his rights under this
     Agreement. To the extent, however, that the Company actually indemnifies
     Indemnitee or advances him Expenses, the Company shall be subrogated to the
     rights of Indemnitee and shall be entitled to enforce any such rights that
     Indemnitee may have against third parties. Indemnitee shall assist the
     Company in enforcing those rights if the Company shall pay his costs and
     Expenses of doing so. If Indemnitee is actually indemnified or advanced
     Expenses by any third party, then, for so long as Indemnitee is not
     required to disgorge the amounts so received, to that extent the Company
     shall be relieved of its obligation to indemnify Indemnitee or advance
     Indemnitee Expenses.

14.  Binding Effect. This Agreement shall be binding upon and inure to the
     benefit of and be enforceable by the parties hereto and their respective
     heirs, successors, assigns (including any direct or indirect successor by
     merger or consolidation) and administrators. This Agreement shall continue
     in effect regardless of whether Indemnitee continues to serve as an officer
     or director of the Company or another enterprise at the Company's request.

15.  Severability. If any provision of this Agreement is held to be illegal,
     invalid, or unenforceable under present or future laws effective during the
     term hereof, that provision shall be fully severable; this Agreement shall
     be construed and enforced as if that illegal, invalid, or unenforceable
     provision had never comprised a part of this Agreement; and the remaining
     provisions shall remain in full force and effect and shall not be affected
     by the illegal, invalid, or unenforceable provision or by its severance
     from this Agreement. Furthermore, in lieu of that illegal, invalid, or
     unenforceable provision,


                                      -9-

<PAGE>

     there shall be added automatically as a part of this Agreement a provision
     as similar in terms to the illegal, invalid, or unenforceable provision as
     may be possible and be legal, valid, and enforceable.

16.  Governing Law. To the extent that the provisions of this Agreement are
     subject to the power and authority of a Delaware limited liability company
     to indemnify directors, officers, employees and agents, this Agreement
     shall be governed by and construed and enforced in accordance with the
     Delaware Limited Liability Company Act and any related laws of the State of
     Delaware; for all other purposes, this Agreement shall be governed by and
     construed and enforced in accordance with the laws of the State of Texas
     applicable to contracts made and to be performed in that state without
     giving effect to the principles of conflicts of laws.

17.  Headings. The headings contained in this Agreement are for reference
     purposes only and shall not affect in any way the meaning or interpretation
     of this Agreement.

18.  Notices. Whenever this Agreement requires or permits notice to be given by
     one party to the other, such notice must be in writing to be effective and
     shall be deemed delivered and received by the party to whom it is sent upon
     actual receipt (by any means) of such notice. Receipt of a notice by the
     Secretary of the Company shall be deemed receipt of such notice by the
     Company.

19.  Complete Agreement. This Agreement constitutes the complete understanding
     and agreement among the parties with respect to the subject matter hereof
     and supersedes all prior agreements and understandings between the parties
     with respect to the subject matter hereof, other than any other
     indemnification rights that Indemnitee may enjoy under the Certificate of
     Formation, the LLC Agreement, the MLP Agreement or Delaware law.

20.  Counterparts. This Agreement may be executed and delivered (including
     execution and delivery by facsimile transmission) in any number of
     counterparts, each of which shall be deemed an original, but in making
     proof hereof it shall not be necessary to produce or account for more than
     one such counterpart.

                           [Signature page to follow]


                                      -10-

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the date first set forth above.

                                        REGENCY GP LLC


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        INDEMNITEE:


                                        ----------------------------------------
                                        Name: James W. Hunt


                                        ----------------------------------------
                                        Name: Joe Colonnetta, Jr.


                                        ----------------------------------------
                                        Name: Jason H. Downie


                                        ----------------------------------------
                                        Name: A. Dean Fuller


                                        ----------------------------------------
                                        Name: Jack D. Furst


                                        ----------------------------------------
                                        Name: J. Edward Herring


                                        ----------------------------------------
                                        Name: Robert D. Kincaid


                                        ----------------------------------------
                                        Name: Gary W. Luce


                                        ----------------------------------------
                                        Name: Robert W. Shower


                                        ----------------------------------------
                                        Name: J. Otis Winters


                                       S-1

<PAGE>


                                        ----------------------------------------
                                        Name: Michael L. Williams


                                        ----------------------------------------
                                        Name: Stephen Arata


                                        ----------------------------------------
                                        Name: William E. Joor III


                                        ----------------------------------------
                                        Name: Lawrence B. Connors


                                        ----------------------------------------
                                        Name: Durell Johnson


                                        ----------------------------------------
                                        Name: Alvin Suggs


                                       S-2