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EXHIBIT
10.8



Regency GP LLC

Long-Term Incentive Plan




Grant of Phantom Units

Without DERS




Grantee:                                                             




Grant Date:                                                             , 200___





	1.	 	Grant of Phantom Units. Regency GP LLC (the “Company”) hereby grants to you ___
Phantom Units under the Regency GP LLC Long-Term Incentive Plan (the “Plan”) on the terms and
conditions set forth herein and in the Plan, which is incorporated herein by reference as a
part of this Agreement. This grant of Phantom Units does not include tandem DERs. In the
event of any conflict between the terms of this Agreement and the Plan, the Plan shall
control. Capitalized terms used in this Agreement but not defined herein shall have the
meanings ascribed to such terms in the Plan, unless the context requires otherwise.
	 
	2.	 	Vesting. Except as otherwise provided in Paragraph 3 below, the Phantom Units
granted hereunder shall vest on the anniversary of the Grant Date as follows:





	 	 	 
	Anniversary of
	 	Cumulative
	Grant Date
	 	Vested Percentage






[Vesting Schedule]





	3.	 	Events Occurring Prior to Full Vesting.






	 	(a)	 	Death or Disability. If your employment with the Company terminates as
a result of your death or a disability that entitles you to benefits under the
Company’s long-term disability plan, the Phantom Units then held by you automatically
will become fully vested upon such termination.
	 
	 	(b)	 	Other Terminations. If your employment with the Company terminates for
any reason other than as provided in Paragraph 3(a) above, all unvested Phantom Units
then held by you automatically shall be forfeited without payment upon such
termination.




 









 





	 	(c)	 	Change of Control. All outstanding Phantom Units held by you
automatically shall become fully vested upon a Change of Control.






For purposes of this Paragraph 3, “employment with the Company” shall include being an
employee or a Director of, or a Consultant to, the Company or an Affiliate.




	4.	 	Payment. As soon as administratively practicable after the vesting of a Phantom
Unit, you shall be entitled to receive from the Company one Unit; provided, however, the
Committee may, in its sole discretion, direct that a cash payment be made to you in lieu of
the delivery of such Unit. Any such cash payment shall be equal to the Fair Market Value of
the Unit on the payment date. If more than one Phantom Unit vests at the same time, the
Committee may elect to pay such vested Award in Units, cash or any combination thereof, in its
discretion.
	 
	5.	 	Limitations Upon Transfer. All rights under this Agreement shall belong to you alone
and may not be transferred, assigned, pledged, or hypothecated by you in any way (whether by
operation of law or otherwise), other than by will or the laws of descent and distribution and
shall not be subject to execution, attachment, or similar process. Upon any attempt by you to
transfer, assign, pledge, hypothecate, or otherwise dispose of such rights contrary to the
provisions in this Agreement or the Plan, or upon the levy of any attachment or similar
process upon such rights, such rights shall immediately become null and void.
	 
	6.	 	Restrictions. By accepting this grant, you agree that any Units that you may acquire
upon payment of this award will not be sold or otherwise disposed of in any manner that would
constitute a violation of any applicable federal or state securities laws. You also agree
that (i) the certificates representing the Units acquired under this award may bear such
legend or legends as the Committee deems appropriate in order to assure compliance with
applicable securities laws, (ii) the Company may refuse to register the transfer of the Units
to be acquired under this award on the transfer records of the Partnership if such proposed
transfer would in the opinion of counsel satisfactory to the Partnership constitute a
violation of any applicable securities law, and (iii) the Partnership may give related
instructions to its transfer agent, if any, to stop registration of the transfer of the Units
to be acquired under this award.
	 
	7.	 	Withholding of Taxes. To the extent that the grant, vesting or payment of a
Phantom Unit results in the receipt of compensation by you with respect to which the Company
or an Affiliate has a tax withholding obligation pursuant to applicable law, unless other
arrangements have been made by you that are acceptable to the Company or such Affiliate, you
shall deliver to the Company or the Affiliate such amount of money as the Company or the
Affiliate may require to meet its withholding obligations under such applicable law. No
payment of a vested Phantom Unit shall be made pursuant to this Agreement until you have paid
or made arrangements approved by the Company or the Affiliate to satisfy in full the
applicable tax withholding requirements of the Company or Affiliate with respect to such
event.




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	8.	 	Rights as Unitholder. You, or your executor, administrator, heirs, or legatees shall
have the right to vote and receive distributions on Units and all the other privileges of a
unitholder of the Partnership only from the date of issuance of a Unit certificate in your
name representing payment of a vested Phantom Unit.
	 
	9.	 	Insider Trading Policy. The terms of the Company’s Insider Trading Policy with
respect to Units are incorporated herein by reference. The timing of the delivery of any
Units pursuant to a vested Phantom Unit shall be subject to and comply with such Policy.
	 
	10.	 	Binding Effect. This Agreement shall be binding upon and inure to the benefit of any
successor or successors of the Company and upon any person lawfully claiming under you.
	 
	11.	 	Entire Agreement. This Agreement constitutes the entire agreement of the parties
with regard to the subject matter hereof, and contains all the covenants, promises,
representations, warranties and agreements between the parties with respect to the Phantom
Units granted hereby. Without limiting the scope of the preceding sentence, all prior
understandings and agreements, if any, among the parties hereto relating to the subject matter
hereof are hereby null and void and of no further force and effect.
	 
	12.	 	Modifications. Except as provided below, any modification of this Agreement shall be
effective only if it is in writing and signed by both you and an authorized officer of the
Company.
	 
	13.	 	Governing Law. This grant shall be governed by, and construed in accordance with,
the laws of the State of Texas, without regard to conflicts of laws principles thereof.





	 	 	 	 	 
	 	 	REGENCY GP LLC
	 

	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 







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