Common use of Actions by the Company Board Clause in Contracts

Actions by the Company Board. All decisions of the Company Board shall require the affirmative majority vote of the voting Directors present at a meeting at which a quorum is present provided that the affirmative vote of both at least one Duke Director and at least one COP Director shall be required for all decisions of the Company Board. Notwithstanding the foregoing, (a) the Duke Member and the COP Member will cause their respectively appointed Company Board members to take all action necessary to cause the Company to form a master limited partnership (“MLP”) as soon as reasonably practicable in 2005, including (i) initially contributing assets from the list of assets on Schedule 3.7 with an aggregate EBITDA of up to $75 million and priced in the aggregate at not less than 7 times such EBITDA, (ii) effecting an initial public offering of limited partner interests and an initial debt financing for the MLP in compliance with Sarbanes Oxley and all other applicable laws and regulations, and (iii) subject to clause (b) immediately below, designating Xxx Xxxx and Xxxx Xxxxxxx as the initial Chairman and CEO, respectively, of the general partner of the MLP with authority on behalf of DEFS to implement and make decisions relating to the formation of the MLP, (b) persons subsequently holding the positions of Chairman and CEO of the general partner of the MLP and all executive officers of such general partner and the MLP shall be selected by the board of the general partner of the MLP, which board shall consist of nine individuals, two of which shall be appointed by the Duke Member, two of which shall be appointed by the COP Member and five of which shall consist of independent directors as mutually agreed in good faith by the Duke Member and the COP Member; provided, however, that the board of the general partner of the MLP shall have the authority to appoint, remove and replace the Chairman and CEO of the general partner of the MLP and all executive officers of such general partner and the MLP, and (c) the Duke Directors shall make all decisions relating to the enforcement of any rights or obligations of the Company or any of its Affiliates against or to COP or any of its Affiliates, and the COP Directors shall have the exclusive authority to make all decisions relating to the enforcement of any rights or obligations of the Company or any of its Affiliates against or to Duke or any of its Affiliates, and the COP Directors shall have the exclusive authority to make all decisions relating to the enforcement of any rights or obligations of the Company or any of its Affiliates against or to Duke or any of its Affiliates and, in the event of a Change of Control that results (pursuant to the last proviso in the definition of the term “Change of Control”) in the term “Duke” no longer referring to Duke Energy Corporation, against Duke Energy Corporation as to matters relating to periods prior to such Change of Control. The formation of additional master limited partnerships shall be at the discretion of the Company Board.

Actions by the Company Board. All decisions of the Company Board shall require the affirmative majority vote of the voting Directors present at a meeting at which a quorum is present provided that the affirmative vote of both at least one Duke Director and at least one COP Director shall be required for all decisions of the Company Board. Notwithstanding the foregoing, (a) the Duke Member and the COP Member will cause their respectively appointed Company Board members to take all action necessary to cause the Company to form a master limited partnership (“MLPMLP ”) as soon as reasonably practicable in 2005, including (i) initially contributing assets from the list of assets on Schedule 3.7 with an aggregate EBITDA of up to $75 million and priced in the aggregate at not less than 7 times such EBITDA, (ii) effecting an initial public offering of limited partner interests and an initial debt financing for the MLP in compliance with Sarbanes Oxley and all other applicable laws and regulations, and (iii) subject to clause (b) immediately below, designating Xxx Xxxx and Xxxx Xxxxxxx as the initial Chairman and CEO, respectively, of the general partner of the MLP with authority on behalf of DEFS to implement and make decisions relating to the formation of the MLP, (b) persons subsequently holding the positions of Chairman and CEO of the general partner of the MLP and all executive officers of such general partner and the MLP shall be selected by the board of the general partner of the MLP, which board shall consist of nine individuals, two of which shall be appointed by the Duke Member, two of which shall be appointed by the COP Member and five of which shall consist of independent directors as mutually agreed in good faith by the Duke Member and the COP Member; provided, however, that the board of the general partner of the MLP shall have the authority to appoint, remove and replace the Chairman and CEO of the general partner of the MLP and all executive officers of such general partner and the MLP, and (c) the Duke Directors shall make all decisions relating to the enforcement of any rights or obligations of the Company or any of its Affiliates against or to COP or any of its Affiliates, and the COP Directors shall have the exclusive authority to make all decisions relating to the enforcement of any rights or obligations of the Company or any of its Affiliates against or to Duke or any of its Affiliates, and the COP Directors shall have the exclusive authority to make all decisions relating to the enforcement of any rights or obligations of the Company or any of its Affiliates against or to Duke or any of its Affiliates and, in the event of a Change of Control that results (pursuant to the last proviso in the definition of the term “Change of Control”) in the term “Duke” no longer referring to Duke Energy Corporation, against Duke Energy Corporation as to matters relating to periods prior to such Change of Control. The formation of additional master limited partnerships shall be at the discretion of the Company Board.

Actions by the Company Board. All decisions of the Company Board shall require the affirmative majority vote of the voting Directors present at a meeting at which a quorum is present provided that the affirmative vote of both at least one Duke Spectra Director and at least one COP Director shall be required for all decisions of the Company Board. Notwithstanding the foregoing, (a) the Duke Spectra Member and the COP Member will cause their respectively appointed Company Board members to take all action necessary to cause the Company to form a master limited partnership (“MLP”) as soon as reasonably practicable in 2005, including (i) initially contributing assets from the list of assets on Schedule 3.7 with an aggregate EBITDA of up to $75 million and priced in the aggregate at not less than 7 times such EBITDA, (ii) effecting an initial public offering of limited partner interests and an initial debt financing for the MLP in compliance with Sarbanes Oxley and all other applicable laws and regulations, and (iii) subject to clause (b) immediately below, designating Xxx Xxxx and Xxxx Xxxxxxx as the initial Chairman and CEO, respectively, of the general partner of the MLP with authority on behalf of DEFS the Company to implement and make decisions relating to the formation of the MLP, (b) persons subsequently holding the positions of Chairman and CEO of the general partner of the MLP and all executive officers of such general partner and the MLP shall be selected by the board of the general partner of the MLP, which board shall consist of nine individuals, two of which shall be appointed by the Duke Member, two of which shall be appointed by the COP Member and five of which shall consist of independent directors as mutually agreed selected in good faith by the Duke Member and the COP Member; provided, however, that the board accordance with Section 6.02 of the general partner Amended and Restated Limited Liability Company Agreement of the MLP shall have the authority to appointDCP Midstream GP, remove and replace the Chairman and CEO of the general partner of the MLP and all executive officers of such general partner and the MLPLLC, and (c) the Duke Spectra Directors shall make all decisions relating to the enforcement of any rights or obligations of the Company or any of its Affiliates against or to COP or any of its Affiliates, and the COP Directors shall have the exclusive authority to make all decisions relating to the enforcement of any rights or obligations of the Company or any of its Affiliates against or to Duke Spectra or any of its Affiliates, and the COP Directors shall have the exclusive authority to make all decisions relating to the enforcement of any rights or obligations of the Company or any of its Affiliates against or to Duke Spectra or any of its Affiliates and, in the event of a Change of Control that results (pursuant to the last proviso in the definition of the term “Change of Control”) in the term “DukeSpectra” no longer referring to Duke Spectra Energy Corporation, against Duke Spectra Energy Corporation as to matters relating to periods prior to such Change of Control. The formation of additional master limited partnerships shall be at the discretion of the Company Board.. ON THE DATE FIRST SET FORTH ABOVE, each of the undersigned has caused this Amendment to be duly executed and delivered. SPECTRA ENERGY DEFS HOLDING, LLC By: /s/ X. Xxxx Name: X. Xxxx Title: President SPECTRA ENERGY DEFS HOLDING CORP By: /s/ X. Xxxx Name: X. Xxxx Title: President CONOCOPHILLIPS GAS COMPANY By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: President & CEO

Actions by the Company Board. All decisions of the Company Board shall require the affirmative majority vote of the voting Directors present at a meeting at which a quorum is present provided that the affirmative vote of both at least one Duke Spectra Director and at least one COP Director shall be required for all decisions of the Company Board. Notwithstanding the foregoing, (a) the Duke Spectra Member and the COP Member will cause their respectively appointed Company Board members to take all action necessary to cause the Company to form a master limited partnership (“MLP”) as soon as reasonably practicable in 2005, including (i) initially contributing assets from the list of assets on Schedule 3.7 with an aggregate EBITDA of up to $75 million and priced in the aggregate at not less than 7 times such EBITDA, (ii) effecting an initial public offering of limited partner interests and an initial debt financing for the MLP in compliance with Sarbanes Oxley and all other applicable laws and regulations, and (iii) subject to clause (b) immediately below, designating Xxx Xxxx and Xxxx Xxxxxxx as the initial Chairman and CEO, respectively, of the general partner of the MLP with authority on behalf of DEFS the Company to implement and make decisions relating to the formation of the MLP, (b) persons subsequently holding the positions of Chairman and CEO of the general partner of the MLP and all executive officers of such general partner and the MLP shall be selected by the board of the general partner of the MLP, which board shall consist of nine individuals, two of which shall be appointed by the Duke Member, two of which shall be appointed by the COP Member and five of which shall consist of independent directors as mutually agreed selected in good faith by the Duke Member and the COP Member; provided, however, that the board accordance with Section 6.02 of the general partner Amended and Restated Limited Liability Company Agreement of the MLP shall have the authority to appointDCP Midstream GP, remove and replace the Chairman and CEO of the general partner of the MLP and all executive officers of such general partner and the MLPLLC, and (c) the Duke Spectra Directors shall make all decisions relating to the enforcement of any rights or obligations of the Company or any of its Affiliates against or to COP or any of its Affiliates, and the COP Directors shall have the exclusive authority to make all decisions relating to the enforcement of any rights or obligations of the Company or any of its Affiliates against or to Duke Spectra or any of its Affiliates, and the COP Directors shall have the exclusive authority to make all decisions relating to the enforcement of any rights or obligations of the Company or any of its Affiliates against or to Duke Spectra or any of its Affiliates and, in the event of a Change of Control that results (pursuant to the last proviso in the definition of the term “Change of Control”) in the term “DukeSpectra” no longer referring to Duke Spectra Energy Corporation, against Duke Spectra Energy Corporation as to matters relating to periods prior to such Change of Control. The formation of additional master limited partnerships shall be at the discretion of the Company Board.. ON THE DATE FIRST SET FORTH ABOVE, each of the undersigned has caused this Amendment to be duly executed and delivered. SPECTRA ENERGY DEFS HOLDING, LLC By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: President SPECTRA ENERGY DEFS HOLDING CORP By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: President CONOCOPHILLIPS GAS COMPANY By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: President & CEO