X0203 3 2011-04-20 0 0001338613 Regency Energy Partners LP RGNC 0001519308 Holotik Jim 2001 BRYAN STREET SUITE 3700 DALLAS TX 75201 0 1 0 0 EVP Chief Commercial Officer Phantom Units with DER Common Units 23500 D Each phantom unit is the economic equivalent of one common unit representing a limited partner interest in Regency Energy Partners LP (the "Partnership") and is accompanied by a distribution equivalent right, entitling the holder to an amount equal to any cash distributions paid on each of the Partnership's common units. One fifth of the total granted phantom units will vest on December 5, 2011, 2012, 2013, 2014 and 2015. Not applicable. /s/ Paul M. Jolas, Attorney-in-Fact 2011-04-28