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EXHIBIT
10.6



Regency GP LLC

Long-Term Incentive Plan




Grant of Restricted Units




Grantee:                                                             




Grant Date:                                                             , 200___





	1.	 	          Grant of Restricted Units. Regency GP LLC (the “Company”) hereby grants to you
___Restricted 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. 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 Restricted Units
granted hereunder and any distributions made by the Company with respect to the Restricted
Units shall vest on the anniversary of the Grant Date as follows:





	 	 	 
	 
	 	Cumulative
	Grant Date
	 	Vested Percentage






[Vesting Schedule]





Distributions on a Restricted Unit shall be held by the Company without interest until the
Restricted Unit with respect to which the distribution was made becomes vested or is
forfeited. Upon vesting any distributions being held with respect to such vested Restricted
Unit shall be paid to you; similarly, upon forfeiture of the Restricted Unit any
distributions being held with respect to such forfeited Restricted Unit shall be forfeited.




	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 Restricted 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 Restricted
Units then held by you automatically shall be forfeited without payment upon such
termination.




 









 






	 	(c)	 	Change of Control. All outstanding Restricted 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.	 	          Unit Certificates. A certificate evidencing the Restricted Units may be issued in
your name, pursuant to which you shall have all voting rights. The certificate shall bear the
following legend:






     The Units evidenced by this certificate have been issued pursuant to an
agreement made as of                     , 200___, a copy of which is attached
hereto and incorporated herein, between the Company and the registered
holder of the Units, and are subject to forfeiture to the Company under
certain circumstances described in such agreement. The sale, assignment,
pledge or other transfer of the Units evidenced by this certificate is
prohibited under the terms and conditions of such agreement, and such Units
may not be sold, assigned, pledged or otherwise transferred except as
provided in such agreement.




          The Company may cause the certificate to be delivered upon issuance to the Secretary of
the Company as a depository for safekeeping until the forfeiture occurs or the restrictions
lapse pursuant to the terms of this Agreement. Upon request of the Company, you shall
deliver to the Company a unit power, endorsed in blank, relating to the Restricted Units
then subject to the restrictions. Upon the lapse of the restrictions without forfeiture,
the Company shall cause a certificate or certificates to be issued without legend in your
name in exchange for the certificate evidencing the Restricted Units.




	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 vesting 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




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transfer of the Units 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 or vesting of a Restricted 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
issuance of an unrestricted Common 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.
	 
	8.	 	          Insider Trading Policy. The terms of the Company’s Insider Trading Policy with
respect to Units are incorporated herein by reference.
	 
	9.	 	          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.
	 
	10.	 	          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 Restricted
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.
	 
	11.	 	          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.
	 
	12.	 	          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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