CONSULTING SERVICES AGREEMENT

THIS CONSULTING SERVICES AGREEMENT (Agreement) is made as of May 15, 2008 by and between Regency GP LLC, a Delaware limited liability company (“Company”), and William E. Joor III, having an address at 2230 Albans Road, Houston, Texas  77005 (hereinafter called “Consultant”).

As the former chief legal and administrative officer of the Company, Consultant will provide management consulting and advisory services with respect to the business and affairs of the Company.

Company has requested Consultant to perform these services on an as needed basis, subject to the terms and conditions in this Agreement.

Consultant agrees he shall perform such consulting and advisory services as an independent contractor (and not as an employee) on and subject to the terms and conditions set forth herein.

NOW, THEREFORE , for and in consideration of the mutual covenants herein set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.1   Consultant shall perform any and all such management consulting and advisory services for the Company and any one or more of its subsidiaries (“Consulting Services”), as may from time to time be designated by the Board of Directors of the Company or the Chief Legal Officer of the Company, being the Company’s authorized representative in this regard.  The Consulting Services shall be provided under the direction of the Company’s authorized representative.  Consultant shall perform the Consulting Services with due diligence at all times acting in the best interests of the Company and its subsidiaries.  Consultant shall use his best professional judgment and discretion in determining the manner in which services are performed for the Company.

1.2   Consultant shall not have the authority to hire outside contractors for work under this Agreement without the prior written approval of the Company.

1.3   Company agrees to provide Consultant with such information, materials and supplies as are necessary to perform Consultant’s duties at Company’s expense.

1.4   Consultant shall perform the duties required hereunder in compliance with the Company’s Code of Business Conduct, a copy of which has been provided to Consultant.

2.1   In full and complete consideration for Consultant (i) making available the Consulting Services to the Company, whether or not requested by the Company, and (ii) the release and waiver provided for in Section 4.1, the Company shall pay to Consultant the consulting fees specified in Section 2.3.

2.2   Consultant and the Company agree that the Company shall have the right to call upon up to 16 hours of Consultant’s time each week, exclusive of Saturdays, Sundays and Company holidays, during the Term of this Agreement.  Company may not require any Consulting Services to be performed that require more than 16 hours in any week without the consent of Consultant.

2.3   Subject to Section 4.1, the Company shall pay Consultant for the Consulting Services, whether or not requested by the Company, at a rate of $17,900.00 per calendar month (prorated for any partial month), commencing on May 15, 2008.  Any time expended by Consultant in excess of 16  hours in any week shall be authorized in writing by Company’s authorized representative and shall be compensated at the rate of $200.00 per hour.  Any excess time accrued during the Term hereof shall be billed by Consultant with supporting documentation on a monthly basis.

2.4   The Company shall reimburse Consultant for all reasonable business expenses that are incurred in accordance with the Company’s general policies and are approved by the Company in advance.  Invoices for expenses chargeable to the Company hereunder shall be supported by appropriate receipts.  Any expenses not submitted to the Company within sixty (60) days after incurrence shall not be reimbursed by the Company unless specifically authorized by the Company’s authorized representative.

2.5   If Consultant shall timely elect COBRA continuation coverage, the monthly premium for such COBRA continuation coverage during the Term of this Agreement shall be the monthly premium charged to an active employee for similar coverage based on Consultant’s elected coverage tier status.

2.6   Consultant shall submit invoices not more often than monthly, and, subject to Section 4.1, the Company shall pay the amount owed within thirty (30) days from the Company’s receipt of the invoice.  All invoices and billings under this Agreement shall be submitted to:

All payments under this Agreement shall be made to Consultant at the account currently designated in writing by Consultant for direct payment.

2.7   The Company shall have the right at its sole discretion and upon ten (10) days written notice to Consultant to audit all charges made by Consultant pursuant to this Agreement.

2.8   It is intended that the consulting fees paid hereunder shall constitute earnings from self-employment income.  The Company will not withhold any amounts therefrom as US federal income tax withholdings from wages or as employee contributions under the US Federal Insurance Contributions Act or make employer contributions thereunder with respect thereto.  Consultant shall be solely responsible for the reporting, estimation and payment of all taxes, fees and other contributions on or attributable to the fees and business expense reimbursements paid hereunder.  Consultant hereby fully indemnifies the Company against all such taxes and fees and any penalties or interest thereon.  Attached as Attachment A is a Notice and Verification of Independent Contractor Status.

2.9   It is understood and agreed by Consultant that this Agreement is not intended to and does not create the relationship of employer and employee between the Company and Consultant.  Consultant is an independent contractor with the responsibility for, and control over, the details and means of performing the Consulting Services.  Nothing contained in this Agreement shall be construed as constituting Consultant as an agent, representative or employee of the Company, and Consultant shall not represent to the contrary to any person, unless expressly authorized by the Company’s authorized agent.  Consultant agrees and acknowledges that he shall not be entitled to any benefits, perquisites or compensation afforded to employees of the Company or any partner of the Company, even if it is subsequently held or determined that Consultant is an employee of the Company rather than an independent contractor.

3.1   Subject to Section 4.1, the term (“Term”) of this Agreement is May 15, 2008 through November 15, 2008, subject to its earlier termination pursuant to Section 3.2.

3.2   Consultant’s engagement shall terminate on the occurrence of any of the following events:

(i)   death of Consultant;

(ii)   written notice given by the Company of a material violation by Consultant of any provisions of this Agreement; or

(iii)   on November 15, 2008