Innovation

We encourage new ideas and innovative thinking, and support efforts to translate those concepts into viable services and processes. We strive to foster an atmosphere of innovation that will enable us to meet the needs of existing and future customers.

Commitment to Quality

We will provide services of superior quality and value that meet the needs of all our customers. We strive for continuous improvement in the quality of services delivered and believe that we will be rewarded in our efforts to do so.

Fair Dealing

It is Regencys policy that each director, officer and employee should endeavor to deal fairly with each of Regencys customers, suppliers, competitors and employees. None of them should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair practice.

Your Role

The Code describes Regencys policies for proper business conduct and contains an overview of several of the most important areas regulated by the U. S. government and by our policies. This general discussion does not, however, replace the more detailed information given to employees whose jobs require more extensive knowledge of specific laws and policies, much of which is contained in the Companys Manual of Internal Control Policies and Procedures.

Ask Questions

Neither the Code nor the Manual of Internal Control Policies and Procedures can provide definitive answers to all questions. For that we must ultimately rely on your good sense of what is required to adhere to Regencys high standards, including a sense of when it is proper to seek guidance on the appropriate course of conduct. (See also Ethical Decision Check in back of the Code.)

Administering and Enforcing the Code

All of Regencys directors, officers and employees are required to comply with the Code and the Manual of Internal Control Policies and Procedures. The Company has appointed a Corporate Compliance Committee to govern our compliance program. The Code applies to all Regency employees, whether their responsibilities lie primarily with the Company, the General Partner, the Partnership or the operating subsidiaries.

The Company is committed to providing timely and specific guidance to employees with respect to the Code and other policies. Whenever the correct course of conduct seems unclear, employees must consult their management, the Compliance Officer or the Regency compliance Hotline.

Reporting of Possible Violations

It is the obligation of any director, officer or employee who believes another director, officer, employee or any agent, consultant or contract worker is violating Regencys policies or local laws or is engaging in any activity that could damage Regencys reputation to call this immediately to the attention of management or one or more of the following:

			The Companys Compliance Officer;
			any member of the Compliance Committee;
			any manager in the internal audit department; or
			Regencys compliance Hotline

The Regency Compliance Hotline

The Company has established a toll-free 24-hour telephone line (the Hotline) for employees to report possible violations of law or Regency policy. The number is 1-800-355-5549. All calls are confidential and employees may choose to make their calls anonymously. There will be no retaliation against an employee for reporting a suspected violation of the Code.

Enforcement

It is the obligation of the directors, officers and employees of Regency to obey both the letter and spirit of the law and to comply with the Code and Manual of Internal Control Policies and Procedures. The Compliance Committee and the Compliance Officer have the responsibility for enforcement of the Code.

Failure to comply with the Code may result in disciplinary action up to and including termination of employment, depending on the nature and severity of the violation. In addition, any supervisor, manager, officer or director who directs, approves or condones infractions, or has knowledge of them and does not promptly report and correct them in accordance with the Code, will be subject to disciplinary action up to and including termination of employment or office.

Compliance with Law

It is the general policy of Regency that its directors, officers and employees shall comply with all applicable laws and governmental regulations. Specific aspects of laws and governmental regulations applicable to Regency and its operations are addressed in this Code, such as antitrust laws, environmental laws, laws relating to sensitive payments, laws relating to political contributions and laws relating to nondiscriminatory treatment of employees. Notwithstanding these specific references, none of us must lose sight of our collective obligation to comply with all those other laws and regulations that are applicable to our company and its business and operations.

Accounting and Internal Controls

Precise accounting for all transactions is essential to controlling Regencys affairs and maintaining the accuracy of its financial reporting. It is the common language between management and the various functions within Regency and is also the basis for our communications with equity holders and other stakeholders.

Internal controls are an essential part of accounting, as well as of the orderly functioning of the business of Regency. (See the Introduction to the Manual of Internal Control Policies and Procedures.) Internal accounting controls are designed to ensure the integrity of the accounting data in our financial statements and reports. They also help to prevent inefficiency, waste and the improper use of Regency funds or other assets.

To ensure the integrity of our accounting records, all entries to Regencys books must be prepared in a timely manner with accuracy and honesty. They must also be supported by adequate documentation to provide a complete, accurate and auditable record of the transactions they describe. Therefore, it is vital that no fund, asset, liability, revenue or

expense of Regency be concealed or incompletely recorded in any situation or for any purpose. This is not only the responsibility of Regencys accountants who record transactions but the responsibility of virtually every employee who contributes in some way to creating the records Regency keeps by preparing gas measurement reports, expense reports, time records, job logs, activity reports and similar records.

The Audit Committee of the Board of Directors reviews the Companys internal auditing practices, selects and arranges compensation for independent auditors, and oversees other aspects of Regencys financial reporting and control systems and business ethics policies.

A strong audit effort helps ensure compliance with established policies, procedures and controls and helps identify potential control deficiencies so that they may be promptly corrected. Regencys internal audit function is viewed as an essential resource, and it plays a critical role in providing management with evaluations of the effectiveness of internal controls over accounting, operational and administrative functions. All employees are required to cooperate fully with the auditors. False or misleading statements to auditors, whether internal or external, will not be tolerated and will constitute a falsification of records. No member of management or any other employee may interfere with the audit process or withhold records. Authority for auditing is derived from the Audit Committee of the Board of Directors, which has unrestricted access to the Companys internal audit department.

Any employee having information or knowledge of any unrecorded fund or asset or any prohibited act should promptly report it to his or her management and to the Companys internal audit department, which shall promptly advise the Companys Chief Financial Officer and Chief Legal Officer. Alternatively, he or she can call the Hotline. (See The Regency Compliance Hotline above.)

More detailed information about internal controls is contained in the Manual of Internal Control Policies and Procedures. In addition, detailed procedures are made available to all employees who are involved with the design and operation of internal accounting controls.

Fraudulent Conduct

Regency employees may not engage in any scheme to defraud anyone out of money, property, or honest services. Such conduct is in violation of Regency policy and the law and carries severe penalties. Regency relies on its internal controls and the personal integrity of all employees in safeguarding Regency assets against damage, theft, and other unauthorized use. Irregularities include dishonest or fraudulent activity, which results in the misappropriation of Regency assets for personal gain. Employees who become aware of known or suspected irregularities must report them promptly to their manager or other appropriate individual pursuant to the reporting procedures described in the Code.