THIRD AMENDMENT
TOSERVICES AGREEMENT

This Third Amendment to Services Agreement (this “Amendment”) is dated as of February 23, 2015 and entered into by and between DCP Midstream, LP, a Delaware limited partnership (“Service Provider”) and DCP Midstream Partners, LP, a Delaware limited partnership (“Owner”). Service Provider and Owner are sometimes referred to in this Amendment individually as a “Party” and collectively as the “Parties”.

RECITALS

A. The Parties entered into that certain Services Agreement dated as of February 14, 2013, as amended by the First Amendment to Services Agreement dated as of August 5, 2013 and as further amended by the Second Amendment to Services Agreement dated as of March 31, 2014 (the “Services Agreement”) (capitalized terms used but not defined herein shall have the meaning given thereto in the Services Agreement).

B. The Parties desire to amend the Services Agreement to increase the G&A Expenses Limit as provided for in Section 2.5 of the Services Agreement to account for the expansion of the Owner’s business and to take into consideration changes in the scope of services and the basis Service Provider utilizes for allocating general and administrative costs.

FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby acknowledge, the Parties hereby agree as follows:

1. Services Agreement Schedule Amendment. Schedule A to the Services Agreement is replaced with the Schedule A attached hereto as Attachment I.

2. Acknowledgement. Except as amended hereby, the Services Agreement shall remain in full force and effect as previously executed, and the Parties hereby ratify the Services Agreement as amended hereby.

3. Counterparts. This Amendment may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the Parties hereto and delivered (including by facsimile) to the other Parties.

EACH OF THE UNDERSIGNED, intending to be legally bound, has caused this Amendment to be duly executed and delivered to be effective as of January 1, 2015, regardless of the actual date of execution of this Amendment.

DCP MIDSTREAM, LP

By: /s/ Brent L. Backes
Name: Brent L. Backes
Title: Group Vice President, General Counsel & Corporate Secretary

DCP MIDSTREAM PARTNERS, LP

By: DCP MIDSTREAM GP, LP, its general partner

By: DCP MIDSTREAM GP, LLC, its general partner

By: /s/ Michael S. RichardsName: Michael S. Richards
Title: Vice President, General Counsel & Secretary

Signature Page to Third Amendment to Services Agreement

ATTACHMENT I

SCHEDULE A

G&A EXPENSES LIMIT

For 2015 the G&A Expenses Limit shall be $71 million.