0001193125-12-081966 Sample Contracts

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • February 27th, 2012 • Spectra Energy Corp. • Natural gas transmisison & distribution • Ontario

THIS AGREEMENT, dated as of , 20 , is made by and between SPECTRA ENERGY CORP, a Delaware corporation (the “Company”), and (the “Executive”).

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THIRD AMENDMENT TO THE JULY 5, 2005 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DCP MIDSTREAM, LLC
Limited Liability Company Agreement • February 27th, 2012 • Spectra Energy Corp. • Natural gas transmisison & distribution

This Third Amendment to the July 5, 2005 Second Amended and Restated Limited Liability Company Agreement of DCP Midstream, LLC (formerly known as Duke Energy Field Services, LLC) (this “Amendment”), is dated as of April 30, 2009 and by and between ConocoPhillips Gas Company, a Delaware corporation (“CPGC”) and Spectra Energy DEFS Holding, LLC, a Delaware limited liability company (“Spectra LLC”) and Spectra Energy DEFS Holding Corp, a Delaware corporation (“Spectra Corp”). Spectra LLC and Spectra Corp are referred to herein collectively as “Spectra.”

FIRST AMENDMENT TO THE JULY 5, 2005 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DUKE ENERGY FIELD SERVICES, LLC
Limited Liability Company Agreement • February 27th, 2012 • Spectra Energy Corp. • Natural gas transmisison & distribution

This First Amendment to the July 5, 2005 Second Amended and Restated Limited Liability Company Agreement of Duke Energy Field Services, LLC (this “Amendment”), is dated as of August 11, 2006 and by and between ConocoPhillips Gas Company, a Delaware corporation (“CPGC”) and Duke Energy Enterprises Corporation (formerly Duke Energy Field Services Corporation), a Delaware corporation (“DEFS Holding”).

SECOND AMENDMENT TO THE JULY 5, 2005 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DCP MIDSTREAM, LLC
Limited Liability Company Agreement • February 27th, 2012 • Spectra Energy Corp. • Natural gas transmisison & distribution

This Second Amendment to the July 5, 2005 Second Amended and Restated Limited Liability Company Agreement of DCP Midstream, LLC (formerly known as Duke Energy Field Services, LLC) (this “Amendment”), is dated as of February 1st, 2007 and by and between ConocoPhillips Gas Company, a Delaware corporation (“CPGC”) and Spectra Energy DEFS Holding, LLC, a Delaware limited liability company (“Spectra LLC”) and Spectra Energy DEFS Holding Corp, a Delaware corporation (“Spectra Corp”). Spectra LLC and Spectra Corp are referred to herein collectively as “Spectra.”

FOURTH AMENDMENT TO THE JULY 5, 2005 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DCP MIDSTREAM, LLC
Limited Liability Company Agreement • February 27th, 2012 • Spectra Energy Corp. • Natural gas transmisison & distribution

This Fourth Amendment to the July 5, 2005 Second Amended and Restated Limited Liability Company Agreement of DCP Midstream, LLC (formerly known as Duke Energy Field Services, LLC) (this “Amendment”), is dated as of November 9, 2010 and by and between ConocoPhillips Gas Company, a Delaware corporation (“CPGC”) and Spectra Energy DEFS Holding, LLC, a Delaware limited liability company (“Spectra LLC”) and Spectra Energy DEFS Holding Corp, a Delaware corporation (“Spectra Corp”). Spectra LLC and Spectra Corp are referred to herein collectively as “Spectra.”

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