8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

December 22, 2006 (December 19, 2006)

SPECTRA ENERGY CORP

(Exact name of registrant as specified in its charter)

Delaware	1-33007	20-5413139
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5400 Westheimer Court, Houston, Texas 77056

(Address of principal executive offices) (Zip Code)

713-627-5400

Registrant’s telephone number, including area code

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Election of Directors; Compensatory Arrangements of Certain Officers

Election of Directors

On December 19, 2006, Austin A. Adams and Peter B. Hamilton were appointed to the Board of Directors of Spectra Energy Corp (the “Company”) to fill two new director positions. Mr. Adams was appointed to serve in the Class Term II and Mr. Hamilton was appointed to serve in the Class Term III. Class Term II will have an initial term expiring in 2008 and Class Term III will have an initial term expiring in 2009. There is no arrangement or understanding between Mr. Adams or Mr. Hamilton and any other persons or entities pursuant to which Mr. Adams or Mr. Hamilton was appointed as a director. Each new director will receive compensation as described below.

The Company issued a press release announcing the appointment of Messrs. Adams and Hamilton to the Board on December 19, 2006. A copy of the press release is furnished herewith as Exhibit 99.1.

Director Compensation Program

On December 19, 2006, the Board of Directors of the Company, upon the recommendation of the Compensation Committee of the Board, approved the following compensation for non-employee Directors of the Company:

Type of Fee	Amount
Annual Board Retainer (Cash)	$50,000
Annual Board Retainer (Stock)	$75,000 value (equity vehicle may vary)
Board Meeting Fees	$2,000, including telephonic meetings
Annual Audit Committee Chair Retainer	$20,000
Annual Chair Retainer (Other Committees)	$8,500
Audit Committee Meeting Fees	$3,000 for in-person attendance at meetings held in conjunction with Board meetings. $2,000 for telephonic meetings not in conjunction with Board meetings or for telephonic participation in meetings held in conjunction with Board meetings.
Other Committee Meeting Fees	$2,000 for in-person attendance at meetings held in conjunction with Board meetings, telephonic meetings not in conjunction with Board meetings and telephonic participation in meetings held in conjunction with Board meetings.
Special, In-Person Meetings of Committees Not Held in Conjunction With Board Meetings	$2,500

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Except for the portion of the annual Board retainer that is provided in stock, which amount is granted once each year, fees and retainers are paid on a quarterly basis. Directors may elect to defer fees and retainers under the Company’s Directors’ Savings Plan, which was also adopted by the Board. Amounts that are deferred under the Directors’ Savings Plan are credited to an unfunded account for the Director’s benefit, the balance of which is adjusted for performance of phantom investment options, including the Spectra Energy common stock fund, as elected by the Director. The Director will receive deferred amounts credited to his or her account generally following termination of his or her service from the Board of Directors, in accordance with his or her distribution elections. This description of the Directors’ Savings Plan is qualified in its entirety by the terms of the plan, a copy of which is attached as Exhibit 10.1 and is incorporated in its entirety herein by reference.

The Company also established a matching gifts program under which Directors will be eligible for matching contributions of up to $5,000 per Director per calendar year to qualifying institutions. The Company reimburses Directors for expenses reasonably incurred in connection with attendance and participation at Board and Committee meetings and special functions.

Adoption of Executive Compensation Programs

On December 19, 2006, the Compensation Committee of the Board approved a variety of benefit plans for employees of the Company effective as of the distribution of our common stock to the shareholders of Duke Energy Corporation, including two executive compensation programs covering the named executive officers. A brief description of the material terms of these two plans, the Executive Savings Plan and the Executive Cash Balance Plan, is set out below and is qualified in its entirety by the terms of the two plans, copies of which are attached hereto as Exhibit 10.2 and Exhibit 10.3, respectively, and are incorporated in their entirety herein by reference.

The Executive Savings Plan is a defined contribution deferred compensation plan that is not intended to satisfy Internal Revenue Code qualification requirements. Participants in the Executive Savings Plan may elect to defer receipt of otherwise payable long-term incentive awards and a portion (up to specified percentage limits) of their base pay and certain short-term incentive performance payments. Participant accounts also will be credited with Company matching contributions that cannot be made, on account of restrictions imposed by the Internal Revenue Code, pursuant to a tax-qualified defined contribution savings plan (the Retirement Savings Plan) that the Company has also adopted. The Company reserves the right to direct an additional special credit to participants’ accounts from time to time in such amount as it shall determine. Amounts

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credited to a participant’s account under the Executive Savings Plan are deemed invested as the participant shall direct among the investment funds actually available from time to time under the Retirement Savings Plan. Amounts credited to a participant’s account are payable to the participant upon his or her termination of employment in the form, as elected by the participant, of a lump sum or monthly installments over 3, 10 or 15 years (generally not in excess of 3 years for individuals who are not yet retirement eligible). All amounts are payable in cash except that amounts deemed invested in Company common stock are payable in shares of Company common stock.

The Executive Cash Balance Plan is a noncontributory, defined benefit retirement plan that is not intended to satisfy Internal Revenue Code qualification requirements and that is designed to provide benefits supplemental to those to be made available under a tax-qualified defined benefit retirement plan (the Retirement Cash Balance Plan) that the Company has also adopted. Under the Retirement Cash Balance Plan, a participating employee’s account receives a pay credit at the end of each month equal to a percentage of the employee’s eligible pay. The percentage depends on age and completed years of service at the beginning of the year and ranges from 4% to 7%. In addition, there is an additional 4% pay credit for any portion of eligible pay above the Social Security taxable wage base ($97,500 for 2007). Benefits earned in the Executive Cash Balance Plan are attributable to (i) compensation in excess of the annual compensation limit ($225,000 for 2007) under the Internal Revenue Code that applies to the determination of pay credits under the Retirement Cash Balance Plan, (ii) certain deferred compensation that is not recognized by the Retirement Cash Balance Plan, (iii) restoration of benefits in excess of a defined benefit plan maximum annual benefit limit ($180,000 for 2007) under the Internal Revenue Code that applies to the Retirement Cash Balance Plan, and (iv) supplemental benefits, if any, granted to a particular participant. Participant accounts under the Executive Cash Balance Plan receive monthly interest credits (adjusted quarterly, but at an annual rate not less than 4% nor more than 9%) on their balances. Generally, benefits earned in the Executive Cash Balance Plan vest upon completion of three years of service, and vested benefits become payable following termination of employment.

Change-in-Control Agreements for Named Executive Officers

On December 19, 2006, the Compensation Committee of the Board approved change-in-control severance agreements for each of the named executive officers effective as of the distribution of our common stock. The brief description of the agreement set out below is qualified in its entirety by the terms of the agreement, a form of which is attached hereto as Exhibit 10.4 and incorporated herein by reference.

The change-in-control agreements have an initial term of two years, after which time the agreements automatically extend, unless six months prior written notice is provided, from the first date of each month for one additional month. They provide for payments and benefits to the executive in the event of termination of employment within two years after a “change in control” (or in certain circumstances before a change in control, provided a change in control does ultimately occur) by the Company without “cause” or by the

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executive for “good reason” (each such term as defined in the agreements) as follows:

• a lump-sum cash payment equal to a pro-rata amount of the executive’s target bonus for the year in which the termination occurs;

• a lump-sum cash payment equal to two times the sum of the executive’s annual base salary and target annual bonus opportunity in effect immediately prior to termination or, if higher, in effect immediately prior to the first occurrence of an event or circumstance constituting “good reason”;

• continued medical, dental and basic life insurance coverage for a two-year period following termination or, alternatively, a lump-sum cash payment equal to the aggregate cost of such coverage based on the premium costs of such coverage for former employees under COBRA, or the anticipated cost for such coverage for internal accounting purposes;

• a lump-sum cash payment representing the amount that the Company would have allocated or contributed to the executive’s qualified and nonqualified defined benefit pension plan and defined contribution savings plan accounts during the two years following the termination date, plus the unvested portion, if any, of the executive’s accounts as of the date of termination that would have vested during such two year period; and

• continued vesting of long-term incentive awards, including awards of stock options but excluding awards of restricted stock, held but not vested or exercisable on the termination date, in accordance with their terms for two years following the termination date, with any options or similar rights thereafter remaining exercisable for 90 days, if their terms have not expired.

The executives are also entitled to reimbursement of up to $50,000 for the cost of certain legal fees incurred by them in connection with claims under the agreements. In the event that any payments or benefits provided to an executive would constitute an “excess parachute payment” (as defined in Section 280G of the Internal Revenue Code), the amount of payments or benefits would be reduced to the maximum level that would not result in excise tax under Section 4999 of the Internal Revenue Code if such a reduction would cause the executive to retain an after-tax amount in excess of what would be retained if no reduction were made. If an executive becomes entitled to payments and benefits under the change-in-control agreement, he or she would be subject to a one-year noncompetition and nonsolicitation provision from the date of termination, in addition to certain confidentiality and cooperation provisions.

Compensation of Named Executive Officers

On December 19, 2006, the Compensation Committee of the Board approved for 2007 the following base salaries, short term incentive (STI) opportunities and long term incentive (LTI) opportunities for the Company’s named executive officers:

Executive	Base Salary		STI Target (% of Base Salary)		LTI Target (% of Base Salary)
Fred J. Fowler	$	950,000	90	%	220	%
Martha B. Wyrsch	$	570,000	80	%	200	%
Gregory L. Ebel	$	425,000	65	%	140	%
Alan N. Harris	$	400,000	50	%	120	%
Sabra L. Harrington	$	230,004	45	%	75	%

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The short term incentive target amount is payable upon attainment of 2007 ongoing earnings per share (EPS) of $1.40. This target performance level for the 2007 STI represents a non-GAAP financial measure as it excludes any “special items,” as defined by the Company. The most directly comparable GAAP measure is diluted earnings per share that will be based upon reported earnings available for common stockholders for 2007. Due to the forward-looking nature of this non-GAAP financial measure, information to reconcile such non-GAAP financial measure to the most directly comparable GAAP financial measure is not available at this time as the Company is unable to forecast all “special items” for 2007.

Long-term incentive awards will be granted under the Company’s 2007 Long-Term Incentive Plan. Although the target value of such awards has been determined (as set out in the chart above), the Company has not yet determined the type of long-term incentive awards that it will grant in 2007.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.1	Directors’ Savings Plan
10.2	Executive Savings Plan
10.3	Executive Cash Balance Plan
10.4	Form of Change-in-Control Severance Agreements
99.1	Press Release of Spectra Energy Corp, dated December 19, 2006

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SPECTRA ENERGY CORP

/s/ William S. Garner, Jr.

William S. Garner, Jr.

Group Executive, General Counsel

and Secretary

Date: December 22, 2006

EXHIBIT INDEX

Exhibit Number	Exhibit
10.1	Directors’ Savings Plan
10.2	Executive Savings Plan
10.3	Executive Cash Balance Plan
10.4	Form of Change-in-Control Severance Agreements
99.1	Press Release of Spectra Energy Corp, dated December 19, 2006

EX-10.1

Exhibit 10.1

SPECTRA ENERGY CORP

DIRECTORS’ SAVINGS PLAN

ARTICLE I

ESTABLISHMENT AND PURPOSE OF PLAN

The Spectra Energy Corp Directors’ Savings Plan (the “Plan”) was established by Spectra Energy Corp, effective as of the Distribution Date (as defined below). The purpose of the Plan is to provide deferred compensation for the Nonemployee Directors of the Board and to provide for the payment of certain amounts deferred under the Duke Energy Corporation Directors’ Savings Plan.

ARTICLE II

DEFINITIONS

Wherever used herein, a pronoun or adjective in the masculine gender includes the feminine gender, the singular includes the plural, and the following terms have the following meanings unless a different meaning is clearly required by the context.

2.1 “Account” means the single bookkeeping account established and maintained pursuant to the Plan in the name of each Participant, which Account shall include the (i) DECS Investment Option as defined in Section 4.1, (ii) Fixed Interest Investment Option as defined in Section 4.4(i), (iii) SECS Investment Option as defined in Section 4.1 and (iv) Spectra Stock Deferral Investment Option as defined in Section 4.2.

2.2 “Board of Directors” means the Board of Directors of the Company.

2.3 “Change in Control” shall be deemed to have occurred upon:

(i) an acquisition subsequent to the Distribution Date by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (A) the then outstanding shares of Company common stock or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors; excluding, however, the following: (1) any acquisition directly from the Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Company, (2) any acquisition by the Company and (3) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or of its affiliated companies;

(ii) during any period of two (2) consecutive years (not including any period prior to the Distribution Date), individuals who at the beginning of such period constitute the Board of Directors (and any new Directors whose election to the Board or nomination for election by the Company’s shareholders was approved by a vote of at least 2/3 of the Directors then still in office who either were Directors at the beginning of the period or whose election or nomination for election was so approved) cease for any reason (except for death, disability or voluntary retirement) to constitute a majority thereof;

(iii) the consummation, after the Distribution Date, of a merger, consolidation, reorganization or similar corporate transaction, which has been approved by the shareholders of the Company, whether or not the Company is the surviving Company in such transaction, other than a merger, consolidation, or reorganization that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 50% of the combined voting power of the voting securities of the Company (or such surviving entity) outstanding immediately after such merger, consolidation, or reorganization;

(iv) the consummation, after the Distribution Date, of (A) the sale or other disposition of all or substantially all of the assets of the Company or (B) a complete liquidation or dissolution of the Company, which has been approved by the shareholders of the Company; or

(v) the adoption by the Board of Directors, after the Distribution Date, of a resolution to the effect that any person has acquired effective control of the business and affairs of the Company;

provided that in no event shall a Change in Control be deemed to have occurred by reason of any of the events resulting from the separation transaction pursuant to which the Company becomes a separate publicly-held corporation for the first time.

2.4 “Company” means Spectra Energy Corp.

2.5 “Compensation” means all retainers, Committee chair fees and meeting/committee fees earned by Nonemployee Directors for services actually rendered in conjunction with service on the Board of Directors.

2.6 “Compensation Committee” means the Compensation Committee of the Board of Directors or its delegate.

2.7 “Deferred Compensation” or “Deferrals” mean Compensation deferred under the Plan.

2.8 “Director” means a member of the Board of Directors.

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2.9 “Distribution Date” has the meaning given such term in the Separation and Distribution Agreement by and between Duke Energy Corporation and Spectra Energy Corp.

2.10 “Duke” means Duke Energy Corporation.

2.11 “Duke Plan” means the Duke Energy Corporation Directors’ Savings Plan.

2.12 “Duke Retirement Plan” means the Duke Power Company Retirement Plan for Outside Directors as it existed on December 31, 1996.

2.13 “Fair Market Value” of a share of common stock means the closing price at which shares of Company common stock or shares of Duke common stock, as the case may be, were sold on the New York Stock Exchange as indicated in the Composite Transactions for the day in question or, if such day is not a trading day for such exchange, for the most recent trading day preceding such day.

2.14 “Nonemployee Director” means a member of the Board of Directors, not employed by Spectra Energy Corp or any of its affiliated companies.

2.15 “Participant” means a Nonemployee Director who is eligible to participate in the Plan.

2.16 “Phantom Stock Unit” means a unit of measure which is equal in value to one share of Company common stock.

ARTICLE III

ELIGIBILITY

3.1 Any active Nonemployee Director who made a timely deferral election under the Duke Plan prior to the Distribution Date will be eligible to participate in the Plan on and after the Distribution Date. Moreover, any individual with respect to whom “Assumed Amounts” (as defined in Section 4.1) are credited hereunder shall automatically participate, and be a “Participant,” in the Plan with respect to such Assumed Amounts as of the Distribution Date.

3.2 Any individual not described in Section 3.1 and who on or after the Distribution Date becomes a Nonemployee Director will become a participant in the Plan upon beginning to serve as a member of the Board of Directors. By no later than thirty (30) days after becoming a Nonemployee Director, the Nonemployee Director may file with the Company an irrevocable election, utilizing such form as the Company shall prescribe, to defer under the Plan a specified portion of such Compensation that would otherwise be currently payable, that the Nonemployee Director may earn subsequent to the date the election form is filed with the Company. A Nonemployee Director may at any time make a new irrevocable election that shall be applicable only to Compensation earned after the calendar year during which the election form was filed with the Company. By no later than the date specified by the Company, which shall be within thirty (30) days after the date a Nonemployee Director is granted a Phantom Stock Unit under a Company-sponsored long-term incentive plan (including the Company’s 2007 Long-Term

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Incentive Plan), the Nonemployee Director may file with the Company an irrevocable election, utilizing such form as the Company shall prescribe, to defer under the Plan payment of Phantom Stock Units covered by such award that become vested, and that would otherwise be payable, at least twelve (12) consecutive months following the date on which the election form was filed with the Company (“Elective Phantom Stock Unit Deferral”).

ARTICLE IV

ACCOUNTS

4.1 An Account shall be established and maintained in the name of each Participant. The Account shall reflect amounts credited thereto pursuant to the Participant’s deferrals of Compensation earned on or after the Distribution Date, and to Elective Phantom Stock Unit Deferrals, with adjustments for investment performance as specified in this Section 4.1 and charges for Plan benefits paid (or amounts forfeited). Except to the extent otherwise provided in the Plan, each Participant shall direct, in accordance with rules and procedures established by the Compensation Committee or its designee, the “investment” of the Participant’s Account among phantom investment options, which are bookkeeping devices without actual asset portfolios, that correspond to the investment options available under the Spectra Energy Corp Executive Savings Plan, which, in turn, correspond to the investment funds available for investment under the Spectra Energy Corp Retirement Savings Plan (“RSP”). In this regard, the Plan’s investment option that corresponds to the RSP’s Spectra Energy Corp Common Stock Fund shall be referred to as the “SECS Investment Option” and the Plan’s investment option that corresponds to the RSP’s Duke Common Stock Fund shall be referred to as the “DECS Investment Option.” The portion of the Participant’s Account that is “invested” in a particular investment option shall be adjusted monthly (or on such more frequent basis approved by the Company), upward or downward, to reflect the investment performance experienced for the respective period on like amounts invested in the corresponding RSP investment fund, although no actual investment will be made in the RSP investment fund on behalf of the Participant’s Account.

In connection with the deferral of Compensation, earned on or after the Distribution Date that is not otherwise payable only as Company common stock, such Deferred Compensation shall be invested in such open investment option(s) as the Participant shall direct.

4.2 In connection with Elective Phantom Stock Unit Deferrals, deferred payment on a Phantom Stock Unit, upon such unit becoming vested, will automatically be credited, on the basis of the Fair Market Value of a share of Company common stock, as of the respective crediting date, and maintained as a unit of a phantom investment option, in the “Spectra Stock Deferral Investment Option,” which shall correspond to the RSP’s Spectra Energy Corp Common Stock Fund. The Participant (or, if dead, the Participant’s beneficiary) may not elect to transfer amounts from the Spectra Stock Deferral Investment Option to any other investment option(s). Except as described in Section 4.4(ii), the Spectra Stock Deferral Investment Option shall not be open to any deferral other than an Elective Phantom Stock Unit Deferral or to any elective transfer from any other investment option.

Except for amounts invested in the Spectra Stock Deferral Investment Option, the Participant (or, if the Participant is dead, the Participant’s beneficiary) may elect subsequent transfer of amounts from any investment option to any open investment option(s) on a monthly basis (or on such more frequent basis approved by the Company).

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4.3 The Company has assumed the deferred compensation obligations under the Duke Plan with respect to certain Participants who previously served as non-employee directors of Duke (“Assumed Amounts”). The Assumed Amounts credited to Accounts hereunder shall remain subject to the same vesting schedule and elections (including deferral and distribution elections) and beneficiary designations that were controlling under the Duke Plan immediately prior to the Distribution Date until a new election is made in accordance with the terms of this Plan that by its terms supersedes the prior election. For purposes of this Plan, the term “Assumed Amounts” shall include any amounts of “Compensation” (as defined under the Duke Plan and earned but not yet paid as of the Distribution Date) and equity awards granted under the Duke Energy Corporation 1998 Long-Term Incentive Plan, that were properly deferred by a Participant under the Duke Plan but that had not yet been credited to his or her account under the Duke Plan as of the Distribution Date.

4.4 Except as provided below, upon the Distribution Date, the Assumed Amounts shall be subject to the same investment elections, and deemed invested in the same investment options, that were controlling under the Duke Plan immediately prior to the Distribution Date until a new election is made in accordance with the terms of this Plan that by its terms supersedes the prior election; provided, however, that unless otherwise provided below, an investment election relating to the DECS Investment Option shall be deemed to apply to the SECS Investment Option. Notwithstanding the preceding sentence, the following additional provisions shall apply to the deemed investment of the Assumed Amounts:

(i) Any Assumed Amounts that, immediately prior to the Distribution Date, were invested in the investment option that credited interest at the fixed rates applicable under the Duke Power Company Compensation Deferral Plan for Outside Directors as it existed on December 31, 1996 (the “Fixed Interest Investment Option”) and the Duke Energy Corporation Retirement Savings Plan’s Money Market Fund under the Duke Plan (the “Money Market Fund”) shall continue to be invested in such options. A Participant (or, if the Participant is dead, the Participant’s beneficiary) may elect to transfer amounts from such investment options to any open investment option, but the Fixed Interest Investment Option and the Money Market Fund shall be closed to additional deferrals and to transfers from any other investment option.

(ii) Any Assumed Amounts that, immediately prior to the Distribution Date, were deemed invested in the DECS Investment Option or the Duke Stock Deferral Investment Option under the Duke Plan initially will be credited to the DECS Investment Option under this Plan as of the Distribution Date, and thereafter the Plan will not maintain a former Duke Stock Deferral Investment Option.

(iii) Any phantom stock units granted under the Duke Energy Corporation 1998 Long-Term Incentive Plan that are credited to a Participant’s Account on or after the Distribution Date shall be allocated between the

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following investment options upon the applicable crediting date: (x) each unit attributable to Company common stock shall automatically be credited, on the basis of the Fair Market Value of a share of Company common stock as of the crediting date, as a unit of a phantom investment option in the Spectra Stock Deferral Investment Option, and (y) each unit attributable to Duke common stock shall automatically be credited, on the basis of the Fair Market Value of a share of Duke common stock as of the crediting date, as a unit of a phantom investment option in the DECS Investment Option.

(iv) A Participant (or, if the Participant is dead, the Participant’s beneficiary) may elect, pursuant to rules and procedures prescribed by the Company, to reallocate amounts deemed invested in Duke common stock under the DECS Investment Option to any other open investment option. Except as provided in Section 4.4(ii) and (iii), the DECS Investment Option shall be closed to additional deferrals and to transfers from any other investment option.

4.5 Immediately after all amounts are credited to the DECS Investment Option as provided in Section 4.4(ii), each phantom unit of Duke common stock credited to the DECS Investment Option on behalf of a Participant on the Distribution Date shall be converted, as of the Distribution Date, into phantom units of Company common stock and phantom units of Duke common stock and reallocated as follows:

(i) The number of phantom units of Company common stock shall be equal to the number of shares of Company common stock to which the Participant would have been entitled on the Distribution had the phantom units of Duke common stock represented actual shares of Duke as of the Record Date, the resulting number of phantom units of Company common stock being rounded down to the nearest whole unit.

(ii) The resulting number of phantom units of Company common stock shall automatically be transferred from the DECS Investment Option and credited to the SECS Investment Option, effective as of the Distribution Date.

(iii) Capitalized terms used in this Section 4.5 that are not defined in this Plan shall have the meaning set forth in the Employee Matters Agreement by and between Duke Energy Corporation and Spectra Energy Corp.

4.6 If there shall occur any merger, consolidation, liquidation, issuance of rights or warrants to purchase securities, recapitalization, reclassification, stock dividend, spin-off, split-off, stock split, reverse stock split or other distribution with respect to the shares of Duke or the Company, or any similar corporate transaction or event in respect of such shares, then the Compensation Committee shall, in the manner and to the extent that it deems appropriate and equitable to the Participants and consistent with the terms of this Plan, cause a proportionate adjustment to be made in number and kind of shares deemed held under the Plan. Moreover, in the event of any such transaction or event, the Compensation Committee, in its discretion, may provide in substitution for any or all outstanding shares under the Plan such alternative consideration as it, in good faith, may determine to be equitable under the circumstances.

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ARTICLE V

VESTING

5.1 A Participant is 100% vested in his Account except to the extent otherwise provided in Section 5.2.

5.2 The portion of the Assumed Amounts that is attributable to the Participant’s participation in the Duke Retirement Plan, as adjusted for investment performance after December 31, 1996, shall vest upon termination of service on the Board of Directors (i) on account of death or disability, (ii) after attaining age 62, or (iii) on account of, or after, a Change in Control. Otherwise, such portion, as so adjusted, shall be forfeited upon termination of service on the Board of Directors.

ARTICLE VI

PAYMENT OF BENEFITS

6.1 Except as otherwise provided in Section 4.3 or Section 5.2, following termination of service on the Board of Directors, a Participant will receive, or will begin to receive, payment of his benefits under this Plan, which consist of the portion of his Account that is vested, as determined under Article V.

6.2 (a) A Nonemployee Director who is eligible to participate in the Plan under Section 3.2 must elect his form of benefit payment before earning any Compensation that is deferred under the Plan and before any Phantom Stock Units are credited to the Participant’s Account. Such election is made by completing the form prescribed by the Company and filing the completed form with the Company. Failure to timely elect a benefit payment form shall result in a deemed election of five annual installments. The election of a benefit payment form is irrevocable, except that a Participant may change his benefit payment form election once in any 12 month period by completing a new election form and filing the completed form with the Company. A Participant’s election to change the form of benefit payment shall become effective one year from the date on which the election form was filed with the Company, but only if the Participant continued to serve on the Board of Directors throughout such one year period.

(b) The alternative forms of benefit payment under the Plan are:

(1) Single lump sum payment;

(2) Five annual installments;

(3) Ten annual installments.

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(c) If the Participant is to be paid in a single lump sum payment, the Participant will receive a single cash payment equal to the balance of the vested portion of the Participant’s Account that is then invested in any investment option other than the SECS Investment Option or the Spectra Stock Deferral Investment Option. The balance of the vested portion of the Participant’s Account that is then invested in the SECS Investment Option and the Spectra Stock Deferral Investment Option will be paid in whole shares of Company common stock, valued at Fair Market Value on the last day of the month that immediately precedes the month of payment, with any fractional share paid in cash. Cash payment amounts will be calculated as of the last day of the month, and after any interest credited at fixed rate(s) has been allocated for the month, that immediately precedes the month of payment, and shares of Duke common stock (including fractional shares, if any) shall be converted into cash based on their Fair Market Value as of such date. A single lump sum payment shall be paid as soon as administratively feasible after the cash amount and number of whole shares of Company common stock, including the cash amount for any fractional share, that are to be included in the payment have been determined. To the extent that the delivery of any shares of Company common stock to a Participant under this Plan otherwise would cause all or any portion of the Plan to be considered an “equity compensation plan” as such term is defined in Section 303A(8) of the New York Stock Exchange Listed Company Manual or any successor rule (the “Listed Company Manual”), then such shares shall be paid from, and shall count against the share reserve of, a Company-sponsored “equity compensation plan” designated by the Compensation Committee that complies with the shareholder approval requirements contained in the Listed Company Manual.

(d) If a Participant is to be paid in either five or ten annual installments, the cash amount and number of whole shares of Company common stock to be included in a particular annual installment will be determined by the Company utilizing the same valuation methodology provided in Section 6.2(c), applied as of the last day of the month that immediately precedes the month of payment of that installment, but divided by the installments then remaining to obtain the cash amount and the number of whole shares of Company common stock, including the cash amount for any fractional share, to be paid in the current installment. An annual installment shall be paid as promptly as administratively feasible after the cash amount and number of whole shares of Company common stock, including the cash amount for any fractional share, are to be included in the installment have been determined.

6.3 All payments under the Plan will be made from the general funds of the Company. The Company may, at its discretion, establish a grantor trust, commonly known as a “Rabbi” trust, to hold Company assets, which may include, shares of Company common stock from which the Company may make benefit payments.

ARTICLE VII

DEATH BENEFITS

7.1 If a Participant dies while still having a vested Account balance under the Plan, the vested unpaid balance shall be payable to the Participant’s beneficiary or beneficiaries as a death benefit. The Company will provide each Participant with a form whereby the Participant may designate a beneficiary or beneficiaries by filing the completed form with the Company before the Participant’s death.

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7.2 If a deceased Participant did not designate a beneficiary, or if the designated beneficiary should predecease the Participant or be the Participant’s estate, the death benefit of the Participant shall be paid to the estate of the Participant in a single cash payment.

7.3 If a Participant should die before Plan benefits have commenced, payments will be made to his or her beneficiary, as a death benefit, in the same alternate form selected by the Participant under Section 6.2(b), except where Section 7.2 would be applicable.

7.4 If a Participant should die after Plan benefits have commenced, payments will continue to be made, as a death benefit, to the beneficiary or beneficiaries in the alternate form selected by the Participant, except where Section 7.2 would be applicable.

ARTICLE VIII

AMENDMENT AND TERMINATION

The Board of Directors may:

(1) Terminate the Plan with respect to future Participants or future benefit accruals for current Participants; and

(2) Amend the Plan in any respect, at any time.

No such termination or amendment may reduce the amount of any then accrued benefit of any Participant and any attempt to do so shall be void.

ARTICLE IX

ADMINISTRATION

9.1 The Company is the Plan sponsor.

9.2 The Compensation Committee is the named fiduciary of the Plan and as such shall have the authority to control and manage the operation and administration of the Plan except as otherwise expressly provided in this Plan document. The named fiduciary may designate persons other than the named fiduciary to carry out fiduciary responsibilities under the Plan. Any such allocation or designation must be in writing and must be accepted in writing by any such other person.

9.3 The Compensation Committee is the administrator of the Plan. As administrator, the Compensation Committee has the authority (without limitation as to other authority) to delegate its duties to agents and to make rules and regulations that it believes are necessary or appropriate to carry out the Plan. The Compensation Committee has the discretion as a Plan

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fiduciary (i) to interpret and construe the terms and provisions of the Plan (including any rules or regulations adopted under the Plan), (ii) to determine questions of eligibility to participate in the Plan and (iii) to make factual determinations in connection with any of the foregoing. A decision of the Compensation Committee with respect to any matter pertaining to the Plan including without limitation the individuals determined to be Participants, the benefits payable, and the construction or interpretation of any provision thereof, shall be conclusive and binding upon all interested persons. No Compensation Committee member shall participate in any decision of the Compensation Committee that would directly and specifically affect the timing or amount of his or her benefits under the Plan, except to the extent that such decision applies to all Participants under the Plan.

ARTICLE X

CLAIMS PROCEDURE

10.1 A person with an interest in the Plan shall have the right to file a claim for benefits under the Plan and to appeal any denial of a claim for benefits. Any request for a Plan benefit or to clarify the claimant’s rights to future benefits under the terms of the Plan shall be considered to be a claim.

10.2 A claim for benefits will be considered as having been made when submitted in writing by the claimant (or by such claimant’s authorized representative) to the Compensation Committee. No particular form is required for the claim, but the written claim must identify the name of the claimant and describe generally the benefit to which the claimant believes he is entitled. The claim may be delivered personally during business hours or mailed to the Compensation Committee.

10.3 The Compensation Committee will determine whether, or to what extent, the claim may be allowed or denied under the terms of the Plan. If the claim is wholly or partially denied, the claimant shall be so informed by written notice 90 days after the day the claim is submitted unless special circumstances require an extension of time for processing the claim. If such an extension of time for processing is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 90-day period. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Plan expects to render the final decision. If notice of denial of a claim (in whole or in part) is not furnished within the initial 90-day period after the claim is submitted (or, if applicable, the extended 90-day period), the claimant shall consider that his claim has been denied just as if he had received actual notice of denial.

10.4 The notice informing the claimant that his claim has been wholly or partially denied shall be written in a manner calculated to be understood by the claimant and shall include:

(1) The specific reason(s) for the denial.

(2) Specific reference to pertinent Plan provisions on which the denial is based.

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(3) A description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary.

(4) Appropriate information as to the steps to be taken if the claimant wishes to submit his claim for review.

10.5 If the claim is wholly or partially denied, the claimant (or his authorized representative) may file an appeal of the denied claim with the Compensation Committee requesting that the claim be reviewed. The Compensation Committee shall conduct a full and fair review of each appealed claim and its denial. Unless the Compensation Committee notifies the claimant that due to the nature of the benefit and other attendant circumstances he is entitled to a greater period of time within which to submit his request for review of a denied claim, the claimant shall have 60 days after he (or his authorized representative) receives written notice of denial of his claim within which such request must be submitted to the Compensation Committee.

10.6 The request for review of a denied claim must be made in writing. In connection with making such request, the claimant or his authorized representative may:

(1) Review pertinent documents.

(2) Submit issues and comments in writing.

10.7 The decision of the Compensation Committee regarding the appeal shall be promptly given to the claimant in writing and shall normally be given no later than 60 days following the receipt of the request for review. However, if special circumstances (for example, if the Compensation Committee decides to hold a hearing on the appeal) require a further extension of time for processing, the decision shall be rendered as soon as possible, but no later than 120 days after receipt of the request for review. However, if the Compensation Committee holds regularly scheduled meetings at least quarterly, a decision on review shall be made by no later than the date of the meeting which immediately follows the Plan’s receipt of a request for review, unless the request is filed within 30 days preceding the date of such meeting. In such case, a decision may be made by no later than the date of the second meeting following the Plan’s receipt of the request for review. If special circumstances (for example, if the Compensation Committee decides to hold a hearing on the appeal) require a further extension of time for processing, the decision shall be rendered as soon as possible, but no later than the third meeting following the Plan’s receipt of the request for review. If special circumstances require that the decision will be made beyond the initial time for furnishing the decision, written notice of the extension shall be furnished to the claimant (or his authorized representative) prior to the commencement of the extension. The decision on review shall be in writing and shall be furnished to the claimant or his authorized representative within the appropriate time for the decision. If a decision on review is not furnished within the appropriate time, the claim shall be deemed to have been denied on appeal.

10.8 The Compensation Committee may, in its sole discretion, decide to hold a hearing if it determines that a hearing is necessary or appropriate in order to make a full and fair review of the appealed claim.

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10.9 The decision on review shall include specific reasons for the decision, written in a manner calculated to be understood by the claimant, as well as specific references to the pertinent Plan provisions on which the decision is based.

10.10 A person must exhaust his rights to file a claim and to request a review of the denial of his claim before bringing any civil action to recover benefits due to him under the terms of the Plan, to enforce his rights under the terms of the Plan, or to clarify his rights to future benefits under the terms of the Plan.

10.11 The Compensation Committee shall exercise its responsibility and authority under this claims procedure as a fiduciary and, in such capacity, shall have the discretionary authority and responsibility (1) to interpret and construe the Plan and any rules or regulations under the Plan, (2) to determine the eligibility of Nonemployee Directors to participate in the Plan, and the rights of Participants to receive benefits under the Plan, and (3) to make factual determinations in connection with any of the foregoing.

ARTICLE XI

GENERAL PROVISIONS

11.1 No right or interest of any person entitled to a benefit under the Plan shall be subject to voluntary or involuntary alienation, assignment, or transfer of any kind.

11.2 No right or benefit hereunder shall in any manner be liable for or subject to the debts, contracts, liabilities, or torts of the person entitled to benefits under this Plan.

11.3 The Company’s obligations under this Plan shall be as unfunded and unsecured promise to pay. The Company shall not be obligated under any circumstances to fund its financial obligations under this Plan. The Company may establish a grantor trust to assist it in meeting its obligations under this Plan. The Company shall not be obligated to establish such a trust, and if established, the Company shall not be obligated to make contributions to the trust.

11.4 This Plan shall be construed and administered in accordance with the laws of the State of Texas to the extent that such laws are not preempted by Federal law.

11.5 The Plan is divided into two separate deferred compensation sub-plans, one of which shall be named “Sub-Plan I” and the other shall be named “Sub-Plan II”. Sub-Plan I shall include only “amounts deferred” before January 1, 2005 (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (“Code”)) under the Duke Plan, and earnings thereon, and such deferred compensation shall be subject to the applicable provisions of the Duke Plan as in effect on October 3, 2004, as modified herein, and as Sub-Plan I is subsequently amended or otherwise changed, except as would result in such deferred compensation becoming subject to Code Section 409A. The adoption of the Plan is not intended to be a “material modification” (within the meaning of Section 409A of the Code) with respect to amounts governed by Sub-Plan I, and any provision of the Plan that is considered to be a material modification with respect to such deferred compensation shall have no force and effect unless and until amended to prevent such provision from being considered a material modification

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(which amendment may be retroactive). Sub-Plan II shall include only “amounts deferred” after December 31, 2004, and earnings thereon, and such deferred compensation shall be subject to the provisions of the Plan as in effect on the Distribution Date, as subsequently amended or otherwise changed. The Company intends Sub-Plan II to comply with the provisions of Section 409A of the Code, so as to prevent the inclusion in gross income of any amounts deferred hereunder in a taxable year that is prior to the taxable year or years in which such amounts would otherwise actually be distributed or made available to Participants or beneficiaries. Sub-Plan II shall be construed, administered, and governed in a manner that effects such intent, and no action shall be taken that would be inconsistent with such intent. Any provisions that would cause any amount deferred or payable under Sub-Plan II to be includible in the gross income of any Participant or beneficiary under Section 409A(a)(1) of the Code shall have no force and effect unless and until amended to cause such amount to not be so includible (which amendment may be retroactive to the extent permitted by Section 409A of the Code). Any reference in this Plan to Section 409A of the Code shall also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section 409A by the U.S. Department of Treasury or the Internal Revenue Service.

This Plan has been executed on behalf of the Company this 18^th day of December, 2006.

SPECTRA ENERGY CORP
By:	/s/ James M. Pruett
	James M. Pruett
Its:	Group Vice President, Human Resources

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EX-10.2

Exhibit 10.2

SPECTRA ENERGY CORP

EXECUTIVE SAVINGS PLAN

PURPOSE

The purpose of this Plan is to provide deferred compensation for a select group of management or highly compensated employees and to provide for the payment of certain amounts deferred under the Duke Energy Corporation Executive Savings Plan I and II. This Plan is intended to be a nonqualified, unfunded plan of deferred compensation for a select group of management or highly compensated employees under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and shall be so interpreted.

ARTICLE I

TITLE AND EFFECTIVE DATE

1.1 This Plan shall be known as the Spectra Energy Corp Executive Savings Plan (hereinafter referred to as “Plan”).

1.2 The Plan was first effective as of the Distribution Date (as defined below).

ARTICLE II

DEFINITIONS

2.1 “Account” shall mean the record of deferrals and contributions and adjustments thereto maintained with respect to each Participant pursuant to Article VI.

2.2 “Base Pay” shall mean, for each Participant, the base salary as defined by the Company’s normal payroll practices and procedures, paid during a Plan Year (or which would have been paid during a Plan Year but for salary reductions and elective deferrals under Code Sections 125 and 401(k) and Base Pay deferrals under this Plan). In no event shall Base Pay include any compensation, whether paid or deferred, pursuant to Incentive Plans.

2.3 “Beneficiary” means the person or persons designated by a Participant, or by another person entitled to receive benefits hereunder, to receive benefits following the death of such person.

2.4 “Board” shall mean the Board of Directors of Spectra Energy Corp.

2.5 “Change in Control” shall be deemed to have occurred upon:

(i) an acquisition subsequent to the Distribution Date by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of

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30% or more of either (A) the then outstanding shares of common stock of Spectra Energy Corp (B) the combined voting power of the then outstanding voting securities of Spectra Energy Corp entitled to vote generally in the election of directors; excluding, however, the following: (1) any acquisition directly from Spectra Energy Corp, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from Spectra Energy Corp, (2) any acquisition by Spectra Energy Corp and (3) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by Spectra Energy Corp or its affiliated companies;

(ii) during any period of two (2) consecutive years (not including any period prior to the Distribution Date), individuals who at the beginning of such period constitute the Board (and any new directors whose election by the Board or nomination for election by the Spectra Energy Corp’s shareholders was approved by a vote of at least 2/3 of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was so approved) cease for any reason (except for death, disability or voluntary retirement) to constitute a majority thereof;

(iii) the consummation, after the Distribution Date, of a merger, consolidation, reorganization or similar corporate transaction which has been approved by the shareholders of Spectra Energy Corp, whether or not Spectra Energy Corp is the surviving corporation in such transaction, other than a merger, consolidation, or reorganization that would result in the voting securities of Spectra Energy Corp outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 50% of the combined voting power of the voting securities of Spectra Energy Corp (or such surviving entity) outstanding immediately after such merger, consolidation or reorganization;

(iv) the consummation, after the Distribution Date, of (A) the sale or other disposition of all or substantially all of the assets of Spectra Energy Corp or (B) a complete liquidation or dissolution of Spectra Energy Corp, which has been approved by the shareholders of Spectra Energy Corp; or

(v) adoption by the Board, after the Distribution Date, of a resolution to the effect that any Person has acquired effective control of the business and affairs of Spectra Energy Corp;

provided that in no event shall a Change in Control be deemed to have occurred by reason of any of the events resulting from the separation transaction pursuant to which Spectra Energy Corp becomes a separate publicly-held corporation for the first time.

2.6 “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

2.7 “Committee” shall mean the Compensation Committee of the Board or its delegate.

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2.8 “Company” shall mean Spectra Energy Corp and its affiliated companies.

2.9 “Company-matching Subaccount” shall mean the subaccount established and maintained pursuant to Section 6.3.

2.10 “Distribution Date” has the meaning given such term in the Separation and Distribution Agreement by and between Duke Energy Corporation and Spectra Energy Corp.

2.11 “Duke” means Duke Energy Corporation.

2.12 “Duke Energy Common Stock Fund” shall mean the Duke Energy Corporation Retirement Savings Plan investment option that invests primarily in Duke Energy Corporation common stock.

2.13 “Duke Plan” means, collectively, the Duke Energy Corporation Executive Savings Plan I and II.

2.14 “Election Date” with respect to a Plan Year shall mean the last day of the preceding Plan Year. The Election Date for the Plan Year in which a Participant initially becomes eligible under the Plan under Section 3.1 shall be a date no later than 30 days after such individual is designated as eligible to participate in the Plan.

2.15 “Employee” shall mean a person employed by the Company.

2.16 “General Account” shall mean that portion of a Participant’s Account that is not in a Subaccount.

2.17 “Incentive Plans” shall mean the executive incentive compensation or bonus plans sponsored by the Company which are designated as “Incentive Plans” by the Committee from time to time.

2.18 “KEDCP” shall mean the Panhandle Eastern Corporation Key Executive Deferred Compensation Plan, as amended and restated effective January 1, 1996.

2.19 “Participant” shall mean any Employee for whom an Account is maintained under the Plan. However for the purposes of Article IV, the term Participant shall mean only those Participants who remain eligible to participate in the Plan.

2.20 “Plan” shall mean the Spectra Energy Corp Executive Savings Plan.

2.21 “Plan Year” shall mean the calendar year.

2.22 “RSP” shall mean the Spectra Energy Corp Retirement Savings Plan.

2.23 “RSP Investment Options” shall mean the various investment funds in which participants in the RSP can elect to have their RSP account balances invested.

2.24 “Spectra Energy Common Stock - Stock Deferrals Subaccount” shall mean the subaccount established and maintained pursuant to Section 6.4.

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2.25 “Spectra Energy Common Stock Fund” shall mean the RSP Investment Option that invests primarily in Spectra Energy Corp common stock.

2.26 “Subaccounts” shall mean the CDP Subaccounts established under Section 6.5(a), the Company-matching Subaccount, the KEDCP Subaccounts established under Section 6.5(b) and the Spectra Energy Common Stock - Stock Deferrals Subaccount established under Section 6.4.

2.27 “Termination of Employment” shall mean the date of a Participant’s severance from employment with the Company by reason of death, retirement, resignation, or discharge as determined by the Committee in its sole discretion.

2.28 “Valuation Date” shall mean, with respect to a Participant, the last business day of the month during which such Participant’s Termination of Employment occurs.

Capitalized terms that are not defined in Article II shall have the meaning set forth in the Company’s 2007 Long-Term Incentive Plan.

ARTICLE III

ELIGIBILITY

3.1 Any Employee designated by the Committee shall be eligible to participate in the Plan on the date designated by the Committee and shall remain so eligible, while continuing to be an Employee, until designated ineligible to participate by the Committee. Only Employees who are members of a “select group of management or highly compensated employees” under ERISA may participate in the Plan.

3.2 Notwithstanding anything contained in Section 3.1 to the contrary, any active Employee who made a timely deferral election under the Duke Plan prior to the Distribution Date will be eligible to participate in the Plan on and after the Distribution Date. Moreover, any individual with respect to whom “Assumed Amounts” (as defined in Section 5.1) are credited hereunder shall automatically participate, and be a “Participant,” in the Plan with respect to such Assumed Amounts as of the Distribution Date.

ARTICLE IV

PARTICIPANT DEFERRALS/COMPANY CREDITS

4.1 Base Pay Deferrals. Each eligible Participant may irrevocably elect to defer in accordance with the terms of this Plan, a percentage up to 25% (such percentage to be a multiple of 1%) of such Participant’s Base Pay for the Plan Year. If the Participant has been specifically authorized by the Committee, 25% in the prior sentence shall be replaced with 50%. Such election must be made by the Participant before the beginning of such Plan Year or within 30 days of a Participant initially becoming eligible to participate in the Plan under Section 3.1. Base Pay deferred pursuant to this Section shall be credited to the Participant’s Account on a monthly basis.

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4.2 Incentive Plan Deferrals. Each eligible Participant may irrevocably elect to defer in accordance with the terms of this Plan, a percentage up to 50% (such percentage to be a multiple of 1%) of the amount payable with respect to a Plan Year to such Participant as an award under any Incentive Plans. If the Participant has been specifically authorized by the Committee, 50% in the prior sentence shall be replaced with 90%. Such election must be made by the Participant not later than the applicable Election Date and shall apply to any Incentive Plan payments with respect to an Incentive Plan performance period ending with or within the Plan Year. Such amounts will be credited to the Participant’s Account as of the dates that award amounts under the Incentive Plans become payable.

4.3 Deferrals of Stock Awards. Each eligible Participant may irrevocably elect to defer, in accordance with the terms of this Plan, the entire amount of any nonvested Award granted under a long-term incentive plan maintained by the Company (including the Company’s 2007 Long-Term Incentive Plan), subject to the following conditions:

(1) Except as otherwise provided in this Section, the deferral election shall be made by, and shall become irrevocable as of, December 31 (or such earlier date as specified by the Committee) of the calendar year next preceding the calendar year for which such Award is granted, or at such later time as is permitted by the Company, consistent with Section 409A of the Code, during the calendar year in which a Participant initially becomes eligible for the Plan.

(2) Except as otherwise provided in Section 4.3(2), with respect to an Award that is subject to a forfeiture condition requiring the Participant’s continued services for a period of at least thirteen (13) months from the date that the service provider obtains a “legally binding right” to such Award (within the meaning of Section 409A of the Code), the deferral election shall be made by, and shall become irrevocable as of, the thirtieth (30th) day following the date that the Participant obtains the legally binding right to such Award.

(3) With respect to an Award that constitutes “performance-based compensation” (within the meaning of Section 409A of the Code), the deferral election shall be made by, and shall become irrevocable as of, the date that is 6 months before the end of the applicable performance period (or such earlier date as specified by the Committee), provided that in no event may such deferral election be made after such Award has become both substantially certain to be paid and readily ascertainable (within the meaning of Section 409A of the Code).

(4) Upon the date that an Award that the Participant has elected to defer would otherwise have been payable, the number of shares of stock or the cash payment that would have become so payable but for the deferral election shall be converted into an equal number of units in the Spectra Energy Common Stock - Stock Deferrals Subaccount.

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(5) Dividend Equivalents on any Award that a Participant defers under this Section shall also be deferred and credited to the Participant’s Spectra Energy Common Stock - Stock Deferrals Subaccount commencing on the payment date of the first cash dividend of Spectra Energy Common Stock that is declared after the date on which the deferred Award vests.

(6) No deferral of a stock option or restricted stock award shall be permissible.

4.4 Dividend Equivalents Deferrals. Each eligible Participant may irrevocably elect to defer, in accordance with the terms of this Plan, 100% of the amounts that would otherwise become payable as Dividend Equivalents, with respect to (i) an Award that is designated in the Award Agreement as a “Chairman’s Award,” or (ii) an Award with respect to which the Award Agreement specifically provides for the deferral of Dividend Equivalents. Such election must be made by the Participant at the time the Participant elects to defer receipt of the related Award pursuant to the terms of Section 4.3. Dividend Equivalents that have been deferred pursuant to the first sentence of this Section and credited to the Participant’s Account shall be credited to the Participant’s Spectra Energy Common Stock - Stock Deferrals Subaccount as of the dates such amounts would otherwise become payable pursuant to such award.

4.5 Retirement Savings Plan - Excess Matching Contribution. The Company maintains the RSP, pursuant to which Employees are permitted to make before tax contributions with respect to which the Company makes certain matching contributions, based on the Employee’s deferral election. It is the Company’s intention to provide matching contribution credits under this Plan where matching contributions cannot be provided under the RSP due to: (i) the application of Section 401(a)(17) of the Code, (ii) the application of Section 402(g) of the Code or (iii) the application of Section 415 of the Code. Accordingly, as of the last day of each Plan Year, the Participant’s Account shall receive a matching contribution credit equal to the amount, if any, by which the lesser of the amounts in subparagraph (a) or (b) below, exceeds the amount in subparagraph (c) below:

(a) The maximum matching contribution the Participant was eligible to receive for the Plan Year under the RSP based upon the Participant’s Eligible Earnings as defined in the RSP for the Plan Year, but determined without regard to the limitations of Code § 401(a)(17) and any Base Pay Deferrals and Incentive Plan Deferrals pursuant to Sections 4.1 and 4.2.

(b) The Participant’s Before Tax Elective Deferrals under the RSP for the Plan Year, plus the Participant’s Base Pay Deferrals and Incentive Plan Deferrals credited to the Participant’s Account, during the Plan Year pursuant to Sections 4.1 and 4.2.

(c) The Matching Contribution credited to the Participant’s account under the RSP for the Plan Year.

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The Company may, from time to time, in its sole discretion, direct that a special credit in such amount as the Company shall determine be made to a specified Participant’s Account in order to (i) mitigate an unintended shortfall in matching contribution credit, or (ii) to implement provisions of an employment agreement. A special credit may be awarded subject to such vesting requirement as the Company shall determine (provided that upon a Change in Control, any special credit shall become vested if the affected Participant has not previously incurred a Termination of Employment) and, notwithstanding any provision of this Plan to the contrary, to the extent any such special credit has not become vested, it shall not be paid under the Plan.

4.6 Elections. An election to make Base Pay Deferrals or Incentive Plan Deferrals pursuant to Sections 4.1 and 4.2 will remain in effect until revoked, except that no revocation will be effective unless it is made, in the case of Base Pay Deferrals prior to the beginning of the Plan year to which it relates, or in the case of Incentive Plan Deferrals, prior to the applicable Election Date. An election to make Dividend Equivalent Deferrals pursuant to Section 4.4 cannot be revoked.

ARTICLE V

ASSUMED AMOUNTS AND FORMER PLANS

5.1 The Company has assumed the deferred compensation obligations under the Duke Plan with respect to certain Participants who previously were employees of Duke and its affiliates (“Assumed Amounts”). The Assumed Amounts credited to Accounts hereunder shall remain subject to the same vesting schedule and elections (including deferral and distribution elections) and beneficiary designations that were controlling under the Duke Plan immediately prior to the Distribution Date until a new election is made in accordance with the terms of this Plan that by its terms supersedes the prior election. For purposes of this Plan, the term Assumed Amounts shall include any amounts of “Base Pay” or “Incentive Plan” awards (in each case, as defined under the Duke Plan and earned but not yet paid as of the Distribution Date) and equity awards granted under the Duke Energy Corporation 1998 Long-Term Incentive Plan, that were properly deferred by a Participant under the Duke Plan but that had not yet been credited to his or her account under the Duke Plan as of the Distribution Date.

5.2 Notwithstanding anything contained herein to the contrary, any Assumed Amounts attributable an individual’s participation in the KEDCP that were maintained under the Duke Plan in accordance with the terms and conditions of the KEDCP shall continue to be maintained under this Plan in accordance with the terms and conditions of the KEDCP as in effect December 31, 1998.

ARTICLE VI

ACCOUNTS

6.1 Maintenance of Participant Accounts. An Account shall be established and maintained with respect to each Participant. Each Account shall reflect the amounts credited thereto pursuant to Article IV and V, plus or minus adjustments, made in accordance with the provisions of this Article VI.

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6.2 Phantom Investment Options Generally. Pursuant to the terms of the RSP, participants in the RSP direct the investment of their account balances thereunder into one or more of the RSP Investment Options available to them pursuant to the RSP. In accordance with such rules as the Committee shall approve, a phantom investment option shall be available hereunder that corresponds with each RSP Investment Option. Each Participant hereunder shall specify, in accordance with this Section 6.2 and rules established by the Committee, the “investment” of his or her Account (excluding amounts currently credited as Company-matching contributions and excluding amounts remaining in the Subaccounts maintained pursuant to Sections 6.5(a) and (b)) in one or more phantom investment options hereunder. The Participant’s Account shall thereafter be automatically adjusted monthly (or on such more frequent basis as the Committee shall approve), upward or downward, in proportion to the total percentage return experienced for the respective period on amounts invested in the corresponding RSP Investment Option(s). Accounts under the Plan will be bookkeeping accounts reflecting units of phantom investment options hereunder which mirror the performance that would have resulted from an actual investment in the corresponding RSP Investment Option(s). No actual monies will be invested hereunder in any phantom investment option or in any RSP Investment Option.

6.3 Company-matching Contributions Subaccount. Amounts contributed to a Participant’s Account as a Company-matching contribution, pursuant to Section 4.5, shall be held in a subaccount within such Participant’s Account (the “Company-matching Subaccount”). The amounts in the Company-matching Subaccount shall be credited and maintained as units in the phantom investment option hereunder that corresponds to the Spectra Energy Common Stock Fund. At any time after the date on which Company-matching contributions were credited to the Participant’s Account hereunder such amounts may, at the election of the Participant, be transferred into units of other phantom investment options available under Section 6.2 from time to time.

6.4 Subaccount for Deferrals of Stock Awards. Amounts credited to a Participant’s Account pursuant to Section 4.3 shall be held in a subaccount within such Participant’s Account (the “Spectra Energy Common Stock - Stock Deferrals Subaccount”). The amounts in the Spectra Energy Common Stock - Stock Deferrals Subaccount shall be credited and maintained as units of a phantom investment that mirrors the performance of Spectra Energy Corp common stock (with cash dividends reinvested).

6.5 Assumed Amounts. Except as provided below, upon the Distribution Date, the Assumed Amounts shall be subject to the same investment elections, and deemed invested in the same investment options, that were controlling under the Duke Plan immediately prior to the Distribution Date until a new election is made in accordance with the terms of this Plan that by its terms supersedes the prior election; provided, however, that unless otherwise provided below, an investment election relating to the Duke Energy Common Stock Fund shall be deemed to apply to the Spectra Energy Common Stock Fund. Notwithstanding the preceding sentence, the following additional provisions shall apply to the deemed investment of the Assumed Amounts:

(a) CDP Subaccounts. Any Assumed Amounts of a Participant that, immediately prior to the Distribution Date, were maintained in the Participant’s CDP Subaccount under the Duke Plan, will continue to be maintained in the Participant’s CDP Subaccount under this Plan and will be credited with interest at the fixed rate(s) applicable to such subaccount under the Duke Plan immediately prior to the Distribution Date. At any time a Participant may elect to transfer any amount from such CDP Subaccount and into the Participant’s General Account, but no amount so removed from the CDP Subaccount may be transferred back to such CDP Subaccount.

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(b) KEDCP Subaccounts. Any Assumed Amounts of a Participant that, immediately prior to the Distribution Date, were maintained in the Participant’s KEDCP Subaccounts under the Duke Plan, will continue to be maintained in the KEDCP Subaccounts under this Plan and will be credited with interest at the fixed rate(s) applicable to such subaccount under the Duke Plan immediately prior to the Distribution Date. At any time a Participant may elect to transfer any amount from such KEDCP Subaccount and into the Participant’s General Account, but no amount so removed from the KEDCP Subaccount may be transferred back to such KEDCP Subaccount.

(c) Former Duke-matching Subaccount. Any Assumed Amounts of a Participant that, immediately prior to the Distribution Date, were maintained in the Participant’s company-matching subaccount under the Duke Plan, initially will be credited to the Duke Energy Common Stock Fund under this Plan as of the Distribution Date, and thereafter the Plan will not maintain a former Duke-matching subaccount.

(d) Previously-Deferred and Settled Duke Stock Awards. Any Assumed Amounts of a Participant that, immediately prior to the Distribution Date, were maintained in the Participant’s Duke Energy Common Stock - Stock Deferrals Subaccount under the Duke Plan, initially will be credited to the Duke Energy Common Stock Fund under this Plan as of the Distribution Date, and thereafter the Plan will not maintain a former Duke Energy Common Stock - Stock Deferrals Subaccount.

(e) Duke Energy Common Stock Fund. Any Assumed Amounts of a Participant that, immediately prior to the Distribution Date, were deemed invested in the Duke Energy Common Stock Fund under the Duke Plan, initially will be credited to the Duke Energy Common Stock Fund under this Plan as of the Distribution Date.

(f) Previously-Deferred, But Not Settled, Duke Stock Awards. Any phantom stock award or performance share award (and related dividend equivalents) granted under the Duke Energy Corporation 1998 Long-Term Incentive Plan that were previously deferred, but had not been credited to

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a deferral account as of the Distribution Date, shall be allocated between the following deemed investment options: (x) each unit attributable to Spectra Energy Corp common stock shall automatically be credited as a unit of a phantom investment under the Spectra Energy Common Stock - Stock Deferrals Subaccount, and (y) each unit attributable to Duke common stock shall automatically be credited as a unit of a phantom investment under the Duke Energy Common Stock Fund.

6.6 Adjustments Duke Energy Common Stock Fund. Immediately after all amounts are credited to the Duke Energy Common Stock Fund as provided in Section 6.5(c), (d) and (e), each phantom unit of Duke common stock credited to the Duke Energy Common Stock Fund on behalf of a Participant on the Distribution Date shall be converted, as of the Distribution Date, into phantom units of Spectra Energy Corp common stock and phantom units of Duke common stock and reallocated as follows:

(a) The number of phantom units of Spectra Energy Corp common stock shall be equal to the number of shares of Spectra Energy Corp common stock to which the Participant would have been entitled on the Distribution had the phantom units of Duke common stock represented actual shares of Duke as of the Record Date, the resulting number of phantom units of Spectra Energy Corp common stock being rounded down to the nearest whole unit.

(b) The resulting number of phantom units of Spectra Energy Corp common stock shall automatically be transferred from the Duke Energy Common Stock Fund and credited to the Spectra Energy Common Stock Fund, effective as of the Distribution Date.

(c) Capitalized terms used in this Section 6.6 that are not defined in this Plan shall have the meaning set forth in the Employee Matters Agreement by and between Duke Energy Corporation and Spectra Energy Corp.

6.7 Transfer Elections.

(a) A Participant may elect to transfer amounts out of Subaccounts (pursuant to Sections 6.3, 6.5(a), 6.5(b)) of the Participant’s Account or of any other portion of the Participant’s Account to other phantom investment options hereunder or to make changes to his or her designation of phantom investment options hereunder pursuant to Section 6.2, on a monthly basis (or on such more frequent basis as the Committee shall approve). Each such election to transfer or change shall be effective in accordance with procedures established by the Committee from time to time. Participants or Beneficiaries who are receiving installment payments may elect to transfer monies between phantom investment options hereunder on a monthly basis (or on such more frequent basis as the Committee shall approve). All transfers must be in increments of 1%. No transfers may be made into or out of the Spectra Energy Common Stock - Stock Deferrals Subaccount.

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(b) A Participant may elect, pursuant to rules and procedures prescribed by the Company, to reallocate Assumed Amounts deemed invested in the Duke Energy Common Stock Fund into any other open investment option. Except as otherwise provided in Section 6.5, the Duke Energy Common Stock Fund shall be closed to additional deferrals and to transfers from any other investment option.

6.7 If there shall occur any merger, consolidation, liquidation, issuance of rights or warrants to purchase securities, recapitalization, reclassification, stock dividend, spin-off, split-off, stock split, reverse stock split or other distribution with respect to the shares of Duke or Spectra Energy Corp, or any similar corporate transaction or event in respect of such shares, then the Committee shall, in the manner and to the extent that it deems appropriate and equitable to the Participants and consistent with the terms of this Plan, cause a proportionate adjustment to be made in number and kind of shares deemed held under the Plan. Moreover, in the event of any such transaction or event, the Committee, in its discretion, may provide in substitution for any or all outstanding shares under the Plan such alternative consideration as it, in good faith, may determine to be equitable under the circumstances.

ARTICLE VII

BENEFITS

7.1 Termination of Employment. Upon the Participant’s Termination of Employment, for any reason, the amount in the Participant’s Account will be paid to the Participant (or to the Beneficiary designated pursuant to Section 8.1) in accordance with the terms of the payment option elected by the Participant under Section 5.1 or Section 7.2, except as otherwise provided in Section 7.5. However, if a Participant (i) has a Termination of Employment for any reason, except death, layoff or disability, prior to becoming eligible for early or normal retirement under the Duke Energy Retirement Cash Balance Plan as in effect on October 3, 2004, without giving effect to amendments adopted thereafter, and (ii) has elected term payments of 10 years or 15 years, then the portion of that Participant’s Account that is governed by Sub-Plan I (as defined in Section 14.5 hereof) shall be paid instead for a 3-year term in accordance with Section 7.3(b).

7.2 Election of Payment Option. Each Participant shall, before becoming a Participant, elect from among the payment options specified in Section 7.3, the manner in which such Participant’s Account will be paid following Termination of Employment. A Participant may change his or her form of benefit payment option by completing a new election form and delivering it to the Committee. A Participant’s election to change the form of benefit payment shall become effective one year from the date on which the election form was submitted to the Committee, but only if the Participant has remained an Employee throughout such one year period.

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Each Participant with Assumed Amounts attributable to his or her participation in the KEDCP who either (i) failed to make an election under the Duke Plan upon commencement of participation in such plan, or (ii) who had a Termination of Employment with Duke prior to January 1, 2000, shall be subject to the following rules:

(a) No distribution shall be made prior to the Termination of Employment of the Participant.

(b) If the Participant elected to receive all distributions under the KEDCP in a single lump sum, distribution shall be made to the Participant in a single lump sum.

(c) If the Participant elected to receive a distribution under the KEDCP in installments (including an annuity) or in a combination of installments and a lump sum payment, the Participants’ Account that is governed by Sub-Plan I (as defined in Section 14.5 hereof) shall be paid in term payment of 10 years unless Termination of Employment occurs prior to becoming eligible for early or normal retirement under the Duke Energy Retirement Cash Balance Plan as in effect on October 3, 2004, without giving effect to amendments adopted thereafter, in which case distribution shall be made in term payments of 3 years in accordance with Section 7.3(b).

7.3 Payment Options. Subject to the foregoing, the payment options are:

(a) Lump Sum. Payment of the full amount of the Participant’s Account on the last business day of the month following the month in which Termination of Employment occurs.

(b) Term Payments. Payments on a monthly basis over a term of years, which shall be either 3 years, 10 years, or 15 years, as follows: The Company will determine the amount of the Participant’s Account on the Valuation Date, and as of the last business day of each month thereafter. The Participant will receive on the last business day of each month during the term, beginning with the last day of the month following the Valuation Date, an amount determined pursuant to the following formula:

amount =	V N
where
N	represents the number of months remaining in the term (including the month for which the payment is being calculated) and
V	represents the amount of the Participant’s Account as of the last day of the preceding month.

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Any remaining balance in the Participant’s Account shall be paid to the Participant on the last day of the last month of the term. Distributions from the Participant’s Spectra Energy Common Stock - Stock Deferrals Subaccount shall be on an annual, rather than a monthly basis, and the formula set forth above in this Section 7.3(b) shall be reformed accordingly. Term payments from the Spectra Energy Common Stock - Stock Deferrals Subaccount shall be made on the last business day of the month immediately following each anniversary of the Valuation Date.

7.4 Payments After Death. If a Participant (or a Beneficiary previously designated by a deceased Participant) dies before receiving all amounts payable hereunder, then the remaining amounts payable will be paid to the specified Beneficiary of such deceased person in accordance with the payment option in effect, but subject to Section 7.5; provided, however, that (i) if such deceased person has failed to specify a surviving Beneficiary then the person’s estate will be considered to be the Beneficiary, and (ii) if a person receiving payments over a term of years dies and an estate is such person’s Beneficiary, then such term payments will cease and the remaining amount credited to the Account will be paid to such estate in lump sum.

7.5 Small Payments. If a Participant’s Account balance at Termination of Employment is less than $25,000, the Participant’s Account shall automatically be paid in a lump sum as soon as practicable following Termination of Employment.

7.6 Form of Payment. All amounts due under the Plan shall be paid in cash, except that units in the Spectra Energy Common Stock - Stock Deferrals Subaccount shall be converted to whole shares of Spectra Energy Corp common stock and cash for any fractional share. To the extent that the delivery of any shares of Spectra Energy Corp common stock to a Participant under this Plan otherwise would cause all or any portion of the Plan to be considered an “equity compensation plan” as such term is defined in Section 303A(8) of the New York Stock Exchange Listed Company Manual or any successor rule (“Listed Company Manual”), then such shares shall be paid from, and shall count against the share reserve of, a Company-sponsored “equity compensation plan” designated by the Committee that complies with the shareholder approval requirements contained in the Listed Company Manual.

7.7 Acceleration of Payment in the Event of Hardship. Upon written request by a Participant, the Committee may distribute to a Participant who is receiving installment payments, prior to the payment of all installments due to the Participant, such amount of the Participant’s Account which the Committee determines is necessary to alleviate a financial hardship suffered by the Participant. For this purpose, “financial hardship” shall mean a severe financial hardship as determined under federal income tax law, regulations and rulings which are applicable to non-qualified deferred compensation plans.

7.8 In-Service Distribution Coupled with Ten Percent Forfeiture. Notwithstanding any other provision of this Article VII, a distribution shall be made to any Participant who, prior to termination of employment, files a written request for an immediate lump sum distribution in an amount not less than $25,000 (the entire account balance in the case of Accounts that are valued at less than $25,000), and who simultaneously agrees in writing to a permanent forfeiture equal to 10% of the amount requested as a distribution. Such distribution, less the 10% forfeiture, shall be made within 30 days following receipt by the Company of the signed request for distribution and forfeiture agreement. Distributions under this Section shall be removed from a Participant’s Accounts on a prorated basis.

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ARTICLE VIII

BENEFICIARY

8.1 Designation of Beneficiary. A Participant shall designate a Beneficiary to receive benefits under the Plan by submitting to the Committee a Designation of Beneficiary in the form required by the Committee. If more than one Beneficiary is named, the share and precedence of each Beneficiary shall be indicated. A Participant shall have the right to change the Beneficiary by submitting to the Committee a Change of Beneficiary in the form provided, but no change of Beneficiary shall be effective until acknowledged in writing by the Company.

8.2 Designation by Beneficiary. A Beneficiary who has become entitled to receive benefits shall designate a Beneficiary.

8.3 Discharge of Obligations. Any payment made by the Company, in good faith and in accordance with this Plan, shall fully discharge the Company from all further obligations with respect to that payment. If the Company has any doubt as to the proper Beneficiary to receive payments hereunder, the Company shall have the right to withhold such payments until the matter is finally adjudicated.

8.4 Payment to Minors and Incapacitated Persons. In the event that any amount is payable to a minor or to any person who, in the judgment of the Committee, is incapable of making proper disposition thereof, such payment shall be made to the legal guardian of the property of such minor or such person. The Company shall make such payments as directed by the Committee without the necessary intervention of any guardian or like fiduciary, and without any obligation to require bond or to see to the further application of such payment. Any payment so made shall be in complete discharge of the Plan’s obligation to the Participant and his Beneficiaries.

ARTICLE IX

NATURE OF COMPANY’S OBLIGATION

9.1 Unsecured Promise. The Company’s obligation to the Participant under this Plan shall be an unfunded and unsecured promise to pay. The rights of a Participant or Beneficiary under this Plan shall be solely those of an unsecured general creditor of the Company. The Company shall not be obligated under any circumstances to set aside or hold assets to fund its financial obligations under this Plan.

9.2 No Right to Specific Assets. Notwithstanding the foregoing, the Company may, in its sole discretion establish such accounts, trusts, insurance policies or arrangements, or any other mechanisms it deems necessary or appropriate to account for or fund its obligations under

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the Plan. Any assets which the Company may set aside, acquire or hold to help cover its financial liabilities under this Plan are and remain general assets of the Company subject to the claims of its creditors. The Company does not give, and the Plan does not give, any beneficial ownership interest in any assets of the Company to a Participant or Beneficiary. All rights of ownership in any assets are and remain in the Company. Any general asset used or acquired by the Company in connection with the liabilities it has assumed under this Plan shall not be deemed to be held under any trust for the benefit of the Participant or any Beneficiary, and no general asset shall be considered security for the performance of the obligations of the Company. Any asset shall remain a general, unpledged, and unrestricted asset of the Company.

9.3 Plan Provisions. The Company’s liability for payment of benefits shall be determined only under the provisions of this Plan, as it may be amended from time to time.

ARTICLE X

TERMINATION, AMENDMENT, MODIFICATION OR

SUPPLEMENTATION OF PLAN

10.1 Right to Terminate and Amend. The Committee retains the sole and unilateral right to terminate, amend, modify or supplement this Plan, in whole or in part, at any time. The Committee may delegate the right to amend the Plan, subject to any limitations it may impose, to an officer of the Company. No such action shall adversely affect a Participant’s right to receive amounts then credited to a Participant’s Account with respect to events occurring prior to the date of such amendment.

In the event of a Change in Control, the Plan shall become irrevocable and may not be amended or terminated without the written consent of each Plan Participant who may be affected in any way by such amendment or termination, either at the time of such action or at any time thereafter. This restriction in the event of a Change in Control shall be determined by reference to the date any amendment or resolution terminating the Plan is actually signed by an authorized party rather than the date such action purports to be effective.

ARTICLE XI

RESTRICTIONS ON ALIENATION OF BENEFITS

11.1 No Assignment. No right or benefit under the Plan shall be subject to anticipation, alienation, sale, assignment, pledge, encumbrance or charge. Any attempt to anticipate, alienate, sell, assign, pledge, encumber or charge these benefits shall be void. No right or benefit under this Plan shall in any manner be liable for or subject to the debts, contracts, liabilities, or torts of the person entitled to the benefit. If any Participant or Beneficiary under the Plan should become bankrupt or attempt to anticipate, alienate, sell, assign, pledge, encumber or charge any right to a benefit hereunder, then the right or benefit, in the discretion of the Committee, shall cease. In these circumstances, the Committee may hold or apply the benefit payment or payments, or any part of it, for the benefit of the Participant or his Beneficiary, the Participant’s spouse, children, or other dependents, or any of them, in any manner and in any portion that the Committee may deem proper.

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ARTICLE XII

ADMINISTRATION

12.1 The Company intends for the Plan to be “top-hat” plan for a select group of management or highly compensated employees which is exempt from substantially all of the requirements of Title I of ERISA pursuant to Sections 201(2), 301(a)(3), and 401(a)(1) of ERISA. The Company is the Plan sponsor under Section 3(16)(B) of ERISA.

12.2 The Committee is the named fiduciary of the Plan and as such shall have the authority to control and manage the operation and administration of the Plan except as otherwise expressly provided in this Plan document. The named fiduciary may designate persons other than the named fiduciary to carry out fiduciary responsibilities under the Plan. Any such allocation or designation must be in writing and must be accepted in writing by any such other person.

12.3 The Committee is the administrator of the Plan within the meaning of Section 3(16)(A) of ERISA. As administrator, the Committee has the authority (without limitation as to other authority) to delegate its duties to agents and to make rules and regulations that it believes are necessary or appropriate to carry out the Plan. The Committee has the discretion as a Plan fiduciary (i) to interpret and construe the terms and provisions of the Plan (including any rules or regulations adopted under the Plan), (ii) to determine questions of eligibility to participate in the Plan and (iii) to make factual determinations in connection with any of the foregoing. A decision of the Committee with respect to any matter pertaining to the Plan including without limitation the Employees determined to be Participants, the benefits payable, and the construction or interpretation of any provision thereof, shall be conclusive and binding upon all interested persons.

ARTICLE XIII

CLAIMS PROCEDURE

13.1 Claim. If a Participant has any grievance, complaint, or claim concerning any aspect of the operation or administration of the Plan, including but not limited to claims for benefits and complaints concerning the performance or administration of the phantom investment funds (collectively referred to herein as “claim” or “claims”), the Participant shall submit the claim to the Committee, which shall have the initial responsibility for deciding the claim.

13.2 Written Claim. A claim for benefits will be considered as having been made when submitted in writing by the claimant to the Committee. No particular form is required for the claim, but the claim must identify the name of the claimant and describe generally the benefit to which the claimant believes he is entitled. The claim may be delivered personally during

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normal business hours or mailed to the Committee. All such claims shall be submitted in writing and shall set forth the relief requested and the reasons the relief should be granted. All such claims must be submitted with the “applicable limitations period.” The “applicable limitations period” shall be two years beginning on: (i) in the case of any lump-sum payment, the date on which the payment was made, (ii) in the case of an installment payment, the date of the first in the series of payments, or (iii) for all other claims, the date on which the action complained or grieved of occurred.

13.3 Committee Determination. The Committee will determine whether, or to what extent, the claim may be allowed or denied under the terms of the Plan. If the claim is wholly or partially denied, the claimant shall be so informed by written notice within 90 days after the day the claim is submitted unless special circumstances require an extension of time for processing the claim. If such an extension of time for processing is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 90-day period. Such extension may not exceed an additional 90 days from the end of the initial 90-day period. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Plan expects to render the final decision. If notice of denial of a claim (in whole or in part) is not furnished within the initial 90-day period after the claim is submitted (or, if applicable, the extended 90-day period), the claimant shall consider that his claim has been denied just as if he had received actual notice of denial.

13.4 Notice of Determination. The notice informing the claimant that his claim has been wholly or partially denied shall be written in a manner calculated to be understood by the claimant and shall include:

(1) The specific reason(s) for the denial.

(2) Specific reference to pertinent Plan provisions on which the denial is based.

(3) A description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary.

(4) Appropriate information as to the steps to be taken if the Participant or Beneficiary wishes to submit his claim for review.

13.5 Appeal. If the claim is wholly or partially denied, the claimant (or his authorized representative) may file an appeal of the denied claim with the Committee requesting that the claim be reviewed. The Committee shall conduct a full and fair review of each appealed claim and its denial. Unless the Committee notifies the claimant that due to the nature of the benefit and other attendant circumstances he is entitled to a greater period of time within which to submit his request for review of a denied claim, the claimant shall have 60 days after he (or his authorized representative) receives written notice of denial of his claim within which such request must be submitted to the Committee.

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13.6 Request for Review. The request for review of a denied claim must be made in writing in connection with making such request, the claimant or his authorized representative may:

(1) Review pertinent documents.

(2) Submit issues and comments in writing.

13.7 Determination of Appeal. The decision of the Committee regarding the appeal shall be promptly given to the claimant in writing and shall normally be given no later than 60 days following the receipt of the request for review. However, if special circumstances (for example, if the Committee decides to hold a hearing on the appeal) require a further extension of time for processing, the decision shall be rendered as soon as possible, but no later than 120 days after receipt of the request for review. However, if the Committee holds regularly scheduled meetings at least quarterly, a decision on review shall be made by no later than the date of the meeting which immediately follows the Plan’s receipt of a request for review, unless the request is filed within 30 days preceding the date of such meeting. In such case, a decision may be made by no later than the date of the second meeting following the Plan’s receipt of the request for review. If special circumstances (for example, if the Committee decides to hold a hearing on the appeal) require a further extension of time for processing, the decision shall be rendered as soon as possible, but no later than the third meeting following the Plan’s receipt of the request for review. If special circumstances require that the decision will be made beyond the initial time for furnishing the decision, written notice of the extension shall be furnished to the claimant (or his authorized representative) prior to the commencement of the extension. The decision on review shall be in writing and shall be furnished to the claimant or to his authorized representative within the appropriate time for the decision. If a decision on review is not furnished within the appropriate time, the claim shall be deemed to have been denied on appeal.

13.8 Hearing. The Committee may, in its sole discretion, decide to hold a hearing if it determines that a hearing is necessary or appropriate in order to make a full and fair review of the appealed claim.

13.9 Decision. The decision on review shall include specific reasons for the decision, written in a manner calculated to be understood by the claimant, as well as specific references to the pertinent Plan provisions on which the decision is based.

13.10 Exhaustion of Appeals. A Participant must exhaust his rights to file a claim and to request a review of the denial of his claim before bringing any civil action to recover benefits due to him under the terms of the Plan, to enforce his rights under the terms of the Plan, or to clarify his rights to future benefits under the terms of the Plan. No action at law or in equity to recover under this Plan shall be commenced later than one year from the date of the decision on review (or deemed denial if no decision is issued).

13.11 Committee’s Authority. The Committee shall exercise its responsibility and authority under this claims procedure as a fiduciary and, in such capacity, shall have the discretionary authority and responsibility (1) to interpret and construe the Plan and any rules or regulations under the Plan, (2) to determine the eligibility of Employees to participate in the Plan, and the rights of Participants to receive benefits under the Plan, and (3) to make factual determinations in connection with any of the foregoing.

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ARTICLE XIV

GENERAL PROVISIONS

14.1 No Right to Employment. Nothing in this Plan shall be deemed to give any person the right to remain in the employ of the Company, its subsidiaries or affiliates or affect the right of the Company to terminate any Participant’s employment with or without cause.

14.2 Withholding. Any amount required to be withheld under applicable Federal, state and local tax laws (including any amounts required to be withheld under Section 3121(v) of the Code) will be withheld in such manner as the Committee will determine and any payment under the Plan will be reduced by the amount so withheld, as well as by any other lawful withholding.

14.3 Section 16. Notwithstanding anything in this Plan to the contrary, any Participant who is subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) shall not liquidate, transfer or dispose of any investment of such Participant’s Account under Article VI in units of the phantom investment fund that corresponds to (i) the RSP’s Spectra Energy Corp Common Stock Fund, or (ii) the Spectra Energy Common Stock - Stock Deferrals Subaccount during the six-month period following the investment of such Participant’s Account in such units, nor shall any such Participant elect to make a Discretionary Transaction (as such term is defined in Rule 16b-3(b)(1) under the Exchange Act) within six months of the election of a nonexempt “opposite way” (as such term is used for purposes of Section 16(b) of the Exchange Act) Discretionary Transaction under any plan of the Company in which the Participant participates. Any provision hereof related to a credit, grant or award of such units under this Plan to a Participant who is subject to the reporting requirements of Section 16(a) under the Exchange Act shall be interpreted, in the event of any ambiguity, such that the transaction or transactions relating thereto shall qualify for exemption from liability under Section 16(b) of such Act.

14.4 Governing Law. This Plan shall be construed and administered in accordance with the laws of the State of Texas to the extent that such laws are not preempted by Federal law.

14.5 Compliance With Section 409A. The Plan is divided into two separate deferred compensation sub-plans, one of which shall be named “Sub-Plan I” and the other shall be named “Sub-Plan II”. Sub-Plan I shall include only “amounts deferred” before January 1, 2005 (within the meaning of Section 409A of the Code) under the Duke Plan, and earnings thereon, and such deferred compensation shall be subject to the applicable provisions of the Duke Plan as in effect on October 3, 2004, as modified herein, and as Sub-Plan I is subsequently amended or otherwise changed, except as would result in such deferred compensation becoming subject to Code Section 409A. The adoption of the Plan is not intended to be a “material modification” (within the meaning of Section 409A of the Code) with respect to amounts governed by Sub-Plan I, and any provision of the Plan that is considered to be a material modification with respect to such deferred compensation shall have no force and effect unless and until amended to prevent such

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provision from being considered a material modification (which amendment may be retroactive). Sub-Plan II shall include only “amounts deferred” after December 31, 2004, and earnings thereon, and such deferred compensation shall be subject to the provisions of the Plan as in effect on the Distribution Date, as subsequently amended or otherwise changed. The Company intends Sub-Plan II to comply with the provisions of Section 409A of the Code, so as to prevent the inclusion in gross income of any amounts deferred hereunder in a taxable year that is prior to the taxable year or years in which such amounts would otherwise actually be distributed or made available to Participants or Beneficiaries. Sub-Plan II shall be construed, administered, and governed in a manner that effects such intent, and no action shall be taken that would be inconsistent with such intent. Any provisions that would cause any amount deferred or payable under Sub-Plan II to be includible in the gross income of any Participant or Beneficiary under Section 409A(a)(1) of the Code shall have no force and effect unless and until amended to cause such amount to not be so includible (which amendment may be retroactive to the extent permitted by Section 409A of the Code). Any reference in this Plan to Section 409A of the Code shall also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section 409A by the U.S. Department of Treasury or the Internal Revenue Service.

IN WITNESS WHEREOF, this Plan is executed on behalf of the Company this 18^th day of December, 2006.

SPECTRA ENERGY CORP
By:	/s/ James M. Pruett
	James M. Pruett
Its:	Group Vice President, Human Resources

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EX-10.3

Exhibit 10.3

SPECTRA ENERGY CORP

EXECUTIVE CASH BALANCE PLAN

SECTION 1

PURPOSE OF PLAN

The purpose of the Spectra Energy Corp Executive Cash Balance Plan (the “Plan”) is to provide additional retirement benefits for a select group of management or highly compensated employees and to provide for the payment of certain amounts deferred under the Duke Energy Corporation Executive Cash Balance Plan I and II. The Plan is effective as of the Distribution Date (as defined below). The Plan is intended to be a non-qualified, unfunded plan of deferred compensation for a select group of management or highly compensated employees under the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended, and shall be so interpreted and administered.

SECTION 2

DEFINITIONS

Wherever used herein, a pronoun or adjective in the masculine gender includes the feminine gender, the singular includes the plural, and the following terms have the following meanings unless a different meaning is clearly required by the context:

2.1 “Beneficiary” means the person or persons designated by a Participant, or by another person entitled to receive benefits hereunder, to receive benefits following the death of such person.

2.2 “Board of Directors” means the Board of Directors of Spectra Energy Corp.

2.3 “Change in Control” shall be deemed to have occurred upon:

(i) an acquisition subsequent to the Distribution Date hereof by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (A) the then outstanding shares of common stock of Spectra Energy Corp or (B) the combined voting power of the then outstanding voting securities of Spectra Energy Corp entitled to vote generally in the election of directors; excluding, however, the following: (1) any acquisition directly from Spectra Energy Corp, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being

so converted was itself acquired directly from Spectra Energy Corp, (2) any acquisition by Spectra Energy Corp and (3) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by Spectra Energy Corp or its affiliated companies;

(ii) during any period of two (2) consecutive years (not including any period prior to the Distribution Date), individuals who at the beginning of such period constitute the Board of Directors (and any new directors whose election by the Board of Directors or nomination for election by the Spectra Energy Corp’s shareholders was approved by a vote of at least 2/3 of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was so approved) cease for any reason (except for death, disability or voluntary retirement) to constitute a majority thereof;

(iii) the consummation, after the Distribution Date, of a merger, consolidation, reorganization or similar corporate transaction, which has been approved by the shareholders of Spectra Energy Corp, whether or not Spectra Energy Corp is the surviving corporation in such transaction, other than a merger, consolidation, or reorganization that would result in the voting securities of Spectra Energy Corp outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the combined voting power of the voting securities of Spectra Energy Corp (or such surviving entity) outstanding immediately after such merger, consolidation or reorganization;

(iv) the consummation, after the Distribution Date, of (A) the sale or other disposition of all or substantially all of the assets of Spectra Energy Corp or (B) a complete liquidation or dissolution of Spectra Energy Corp, which has been approved by the shareholders of Spectra Energy Corp; or

(v) adoption by the Board of Directors, after the Distribution Date, of a resolution to the effect that any Person has acquired effective control of the business and affairs of Spectra Energy Corp;

provided that in no event shall a Change in Control be deemed to have occurred by reason of any of the events resulting from the separation transaction pursuant to which Spectra Energy Corp becomes a separate publicly-held corporation for the first time.

2.4 “Code” means the Internal Revenue Code of 1986, as amended.

2.5 “Committee” means the Compensation Committee of the Board of Directors or its delegate.

2.6 “Company” means Spectra Energy Corp and its affiliated companies.

2.7 “Compensation” means “Compensation” as defined in the Retirement Cash Balance Plan but without regard to the limitations of Code § 401(a)(17) and including employee deferrals (except for deferrals of long-term incentive awards) under the Spectra Energy Corp Executive Savings Plan.

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2.8 “Distribution Date” has the meaning given such term in the Separation and Distribution Agreement by and between Duke Energy Corporation and Spectra Energy Corp.

2.9 “Duke” means Duke Energy Corporation.

2.10 “Duke Plan” means, collectively, the Duke Energy Corporation Executive Cash Balance Plan I and II.

2.11 “Employee” means a person employed by the Company.

2.12 “Equalization Plan” means, to the extent maintained, the Spectra Energy Corp Retirement Benefit Equalization Plan.

2.13 “Interest Credit” means the amount determined by multiplying the balance of a cash balance account by the Interest Factor for a month.

2.14 “Interest Factor” means the interest rate determined by the formula (1 + i)^(1/12) - 1, where “i” equals the yield on 30-year Treasury Bonds as published in the Federal Reserve Statistical Release H.15 for the end of the third full business week of the month prior to the beginning of the calendar quarter for which the monthly accrual is being applied, but not more than an annual percentage rate of 9% and not less than an annual percentage rate of 4%.

2.15 “Make Whole Benefit” means the benefit provided pursuant to Section 4.2 of the Plan.

2.16 “Participant” means an Employee who is entitled to receive benefits from the Plan.

2.17 “Pay Credit” means a credit that is added to a Participant’s Make Whole Account pursuant to Section 4.2.

2.18 “Retirement Cash Balance Plan” means (i) with respect to benefits governed by Sub-Plan II, the Spectra Energy Corp Retirement Cash Balance Plan as in effect from time to time, and (ii) with respect to benefits governed by Sub-Plan I, the Duke Energy Retirement Cash Balance Plan as in effect on October 3, 2004, without giving effect to amendments adopted thereafter.

2.19 “Sub-Plan I” and “Sub-Plan II” have the meanings given such terms in Section 12.5.

2.20 “Supplemental Credit” means a credit that is added to a Participant’s Supplemental Account pursuant to Section 4.3.

2.21 “Supplemental Benefit” means the benefit provided under Section 4.3 of the Plan.

2.22 “Supplemental Security Plan” means the Duke Power Company Supplemental Security Plan as it existed on December 31, 1996.

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2.23 “Supplemental Retirement Plan” means the Supplemental Retirement Plan for Employees of Duke Power Company as it existed on December 31, 1996.

SECTION 3

ELIGIBILITY

3.1 Any Employee designated by the Committee shall be eligible to participate in the Plan and shall remain eligible as long as he continues to be an Employee or until designated ineligible by the Committee. Notwithstanding the foregoing, an Employee who is not a member of a “select group of management or highly compensated employees” within the meaning of ERISA, may not participate in the Plan. Participants shall not receive any benefits under the terms of the Supplemental Retirement Plan, the Supplemental Security Plan, the Equalization Plan or any comparable plan maintained by the Company.

3.2 Any individual with respect to whom “Assumed Amounts” (as defined in Section 4.5) are credited hereunder shall automatically participate, and be a “Participant,” in the Plan with respect to such Assumed Amounts as of the Distribution Date.

SECTION 4

BENEFITS

4.1 The Plan provides a Make-Whole Benefit and may provide a Supplemental Benefit. Each Participant shall have a Make-Whole Account, which is a bookkeeping account established under this Plan and shall be eligible for a Make-Whole Benefit. The Committee will determine whether a Participant is to be eligible for a Supplemental Benefit; in either case a Supplemental Account, which is a bookkeeping account shall be established.

4.2 Under the Make-Whole Benefit, for any month that a Participant is eligible to participate in this Plan, the Participant’s Make-Whole Account shall receive a Pay Credit equal to the excess, if any, of (a) the pay credit that would have been provided under the Retirement Cash Balance Plan for the month if the Retirement Cash Balance Plan used the definition of Compensation set forth herein and, to the extent determined by the Committee from time to time, other types of excluded pay were treated as eligible compensation under such Plan; over (b) the pay credit for the month that is actually made to the Participant’s account under the Retirement Cash Balance Plan. A Participant, while “Disabled” as defined in the Retirement Cash Balance Plan and continuing to receive pay credits to the Participant’s account under the Retirement Cash Balance Plan, shall continue to receive Pay Credits to the Participant’s Make-Whole Account determined on the same basis as his continued pay credits under the Retirement Cash Balance Plan, and based upon his eligible Compensation immediately prior to disability.

In addition, the Make-Whole Benefit provides a Pay Credit to the Participant’s Make-Whole Account equal to any reduction in a benefit under the Retirement Cash Balance Plan resulting from the limitations imposed by Section 415 of the Code. Where an opening

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account balance under the Retirement Cash Balance Plan has been established for a Participant, the Committee, in its sole discretion, may establish an opening balance for the Participant’s Make-Whole Account that is designed to provide a transition benefit comparable to the benefit provided through the Retirement Cash Balance Plan opening account balance, but without regard to the limitations imposed by Sections 401(a)(17) or 415 of the Code. If the value of the benefit which a vested Participant had accrued under the Supplemental Retirement Plan as of December 31, 1996, is greater than the value of the Participant’s Make-Whole Account on the date the Participant retires, such higher value shall apply.

4.3 A Participant’s Supplemental Account shall receive such Supplemental Credits, in such amounts and at such times, as the Committee, in its sole discretion, may determine. Notwithstanding Sections 4.3 and 4.4 to the contrary, the Minimum Benefit feature of Section 4.3(e) of the Duke Plan, as in effect prior to January 1, 1999, is preserved herein and incorporated by reference.

4.4 An Interest Credit will be added to a Participant’s Make-Whole Account and to a Participant’s Supplemental Account as of the end of each calendar month ending prior to the month in which the respective account is fully distributed or forfeited. The amount of the Interest Credit for a month will equal the balance of the respective account as of the end of the prior month (after adding any Pay Credit, Supplemental Credit and Interest Credit for the prior month and subtracting any payment or forfeiture for the prior month) multiplied by the Interest Factor for the month. Notwithstanding the foregoing, Interest Credits to the Supplemental Account under Sub-Plan I of a Participant whose employment with the Company terminates before attaining the earliest retirement age under the Retirement Cash Balance Plan will be suspended beginning with the month during which employment terminates and will not resume until the month following the month during which payment of the Supplemental Benefit commences.

4.5 The Company has assumed the obligations under the Duke Plan with respect to certain Participants who previously were employees of Duke or its affiliates (“Assumed Amounts”). As a result, a Participant who was a participant in the Duke Plan shall have (i) an initial balance in his or her Make-Whole Account equal to the balance in his or her Make-Whole Account under the Duke Plan immediately prior to the Distribution Date, and (ii) an initial balance in his or her Supplemental Account equal to the balance, if any, in his or her Supplemental Account under the Duke Plan immediately prior to the Distribution Date. The Assumed Amounts credited to Accounts hereunder shall remain subject to the same vesting provisions as in effect under the Duke Plan, and shall remain subject to the same distribution and beneficiary designation elections that were controlling under the Duke Plan immediately prior to the Distribution Date until a new election is made in accordance with the terms of this Plan that by its terms supersedes the prior election.

SECTION 5

VESTING

Unless the Committee provides otherwise for a particular Participant at the time the Participant initially becomes eligible to participate in the Plan or at the time of an award of a

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particular Supplemental Credit (and any Interest Credits thereto), a Participant will become fully vested in the Participant’s Make-Whole Account and the Participant’s Supplemental Account, if any, (i) when the Participant becomes vested under the Retirement Cash Balance Plan, or (ii) the Participant’s employment with the Company terminates on account of the Participant’s death or the Participant having become “Disabled”, as defined in the Retirement Cash Balance Plan. If a Participant’s employment with the Company terminates and the Participant is not fully vested, the unvested portion of the Participant’s Make-Whole Account and of the Participant’s Supplemental Account, if any, shall be immediately forfeited and no benefit under the Plan shall be paid with respect thereto.

In the event of a Change in Control, all Participant Accounts shall become fully and immediately vested and non-forfeitable and shall thereafter be maintained and paid in accordance with the terms of this Plan.

SECTION 6

PAYMENT OF BENEFITS

6.1 A Participant whose Company employment terminates prior to the Participant’s earliest retirement age under the Retirement Cash Balance Plan will receive, or will begin to receive, payment of his vested Make-Whole Account and his vested Supplemental Account, if any, as soon as administratively feasible following the month in which the Participant attains age 55. A Participant whose Company employment terminates after the Participant’s earliest retirement age under the Retirement Cash Balance Plan will receive, or will begin to receive, payment of his vested Make-Whole Account and his vested Supplemental Account, if any, as soon as administratively feasible following the month in which the Participant’s employment terminates. Notwithstanding the foregoing, a Participant whose Company employment terminates on or after December 31, 2006 will receive, or will begin to receive, payment of his vested Make Whole Account under Sub-Plan II and his vested Supplemental Account, if any, under Sub-Plan II as soon as administratively feasible following the month in which the Participant’s employment terminates. A Participant, while “Disabled,” (as defined in the Retirement Cash Balance Plan) and continuing to receive pay credits to the Participant’s account under the Retirement Cash Balance Plan, shall not receive payment of benefits during the period the Participant receives such pay credits, any other Participant whose Company employment terminates and whose Make-Whole Account and Supplemental Account, if any, have a combined balance, as of the last day of the month during which employment terminated, of less than $25,000 will receive payment of his vested Make-Whole Account and his vested Supplemental Account, if any, in a single sum, as soon as administratively feasible following the month in which the Participant’s employment terminates under this Plan.

6.2 (a) Participants who are designated as eligible after the Distribution Date must elect a form of benefit payment within 30 days after being designated eligible to participate in the Plan by completing such form as the Committee shall require and filing the completed form with the Committee. A Participant may change his or her benefit payment election at any time, and from time to time, by completing such form as the Committee provides and filing the completed form with the Committee. A Participant may not make more than one such change in any 12-month period and no such change shall become effective unless and until the Participant has continued in employment with the Company for at least one year from the date on which the completed change form was filed with the Committee.

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(b) The forms of benefit payment available under the Plan are:

(1) single sum payment;

(2) monthly payments for three years;

(3) monthly payments for ten years;

(4) monthly payments for fifteen years.

At such time as benefits under the Plan become payable with respect to a Participant, such benefits shall be paid in accordance with the benefit payment form then in effect and unless otherwise expressly provided by the Plan.

(c) Under the monthly payment for three, ten or fifteen years form, the amount of payment for a particular month shall be calculated as follows:

Monthly amount =	V N
where
N	represents the number of months remaining in the payment term and
V	represents sum of the balance of the Participant’s Make-Whole Account and the balance of the Participant’s Supplemental Account, if any, determined as of the end of the prior month after adding any Pay Credits, Supplemental Credits and Interest Credits for the prior month and subtracting any payment or forfeiture for the prior month.

6.3 Any benefit payment due under the Plan shall be paid in cash.

6.4 Upon written request by a Participant, the Committee may distribute to a Participant who is receiving a monthly payment form of distribution, such amount of the remaining balance of the Participant’s vested cash balance account and vested Supplemental Account, if any, which the Committee determines is necessary to provide for a financial hardship suffered by the Participant. For this purpose, “financial hardship” shall mean a severe financial hardship as determined under federal income tax law, regulations and rulings which are applicable to non-qualified deferred compensation plans. Notwithstanding the foregoing, if any member of the Committee requests a hardship distribution, then such Committee member shall take no part in the discussion or decision concerning whether such member has suffered a financial hardship, or the amount to be distributed in relief thereof.

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SECTION 7

DEATH BENEFITS

7.1 Upon a Participant’s death, any remaining balance of a Participant’s vested Make-Whole Account and vested Supplemental Account shall be paid to the Participant’s Beneficiary as a death benefit. The Committee will provide each Participant with a form to be completed and filed with the Committee whereby the Participant may designate a Beneficiary.

7.2 If the Participant does not designate a Beneficiary, or if the Beneficiary who is designated should predecease the Participant, the death benefit for a deceased Participant shall be paid to the estate of the Participant, as the Participant’s Beneficiary, in a single cash payment.

7.3 If a Participant should die while still employed by the Company or otherwise before payment of any Plan benefits has commenced, payments of any death benefit shall be made to the Participant’s Beneficiary in the same benefit payment form elected by the Participant under Section 6.2, unless the Beneficiary is the estate and in that case, a single cash payment shall be made. Notwithstanding the foregoing, if the death benefit is less than $25,000, the death benefit shall be paid to the Participant’s Beneficiary in a single cash payment.

7.4 If a Participant should die after payment of Plan benefits has commenced, payment of any death benefit will be made to the Participant’s Beneficiary as a continuation of the benefit payment form that had been in effect for the Participant, unless the Beneficiary is the estate and in that case, a single cash payment shall be made.

7.5 If an Employee who was an active participant in the Supplemental Security Plan on December 31, 1996, should die while still employed by the Company, the portion of the death benefit attributable to the Employee’s Supplemental Account shall not be less than the amount determined by multiplying 2.5 times the annualized base rate of pay of the Employee on the date of death.

SECTION 8

AMENDMENT AND TERMINATION

The Committee retains the sole and unilateral right to terminate, amend, modify or supplement this Plan, in whole or in part, at any time. The Committee may delegate the right to amend the Plan, subject to any limitations it may impose, to an officer of the Company. No such action shall adversely affect a Participant’s right to receive amounts then credited to a Participant’s account with respect to events occurring prior to the date of such amendment.

In the event of a Change in Control, the Plan shall become irrevocable and may not be amended or terminated without the written consent of each Plan Participant who may be affected in any way by such amendment or termination either at the time of such action or at any time thereafter. This restriction in the event of a Change in Control shall be determined by reference to the date any amendment or resolution terminating the Plan is actually signed by an authorized party rather than the date such action purports to be effective.

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SECTION 9

ADMINISTRATION

9.1 The Company intends for the Plan to be an unfunded “top-hat” plan for a select group of management or highly compensated employees which is exempt from substantially all of the requirements of Title I of ERISA pursuant to Sections 201(2), 301(a)(3), and 401(a)(1) of ERISA. The Company is the Plan sponsor under Section 3(16)(B) of ERISA.

9.2 The Committee shall have the authority to control and manage the operation and administration of the Plan except as otherwise expressly provided in this Plan document. The Committee may designate other persons to carry out fiduciary responsibilities under the Plan.

9.3 The Committee is the administrator of the Plan within the meaning Section 3(16)(A) of ERISA. As administrator, the Committee has the authority (without limitation as to other authority) to delegate its duties to agents and to make rules and regulations that it believes are necessary or appropriate to carry out the Plan. The Committee has the discretion (i) to interpret and construe the terms and provisions of the Plan (including any rules or regulations adopted under the Plan), (ii) to determine questions of eligibility to participate in the Plan and (iii) to make factual determinations in connection with any of the foregoing. A decision of the Committee with respect to any matter pertaining to the Plan including without limitation the Employees determined to be Participants, the benefits payable, and the construction or interpretation of any provision thereof, shall be conclusive and binding upon all interested persons. No Committee member shall participate in any decision of the Committee that would directly and specifically affect the timing or amount of his benefits under the Plan, except to the extent that such decision applies to all Participants under the Plan.

SECTION 10

CLAIMS PROCEDURE

10.1 A person with an interest in the Plan shall have the right to file a claim for benefits under the Plan and to appeal any denial of a claim for benefits. Any request or application for a Plan benefit or to clarify the claimant’s rights to future benefits under the terms of the Plan shall be considered to be a claim.

10.2 A claim for benefits will be considered as having been made when submitted in writing by the claimant (or by such claimant’s authorized representative) to the Committee. No particular form is required for the claim, but the written claim must identify the name of the claimant and describe generally the benefit to which the claimant believes he is entitled. The claim may be delivered personally during normal business hours or mailed to the Committee.

10.3 The Committee will determine whether, or to what extent, the claim may be allowed or denied under the terms of the Plan. If the claim is wholly or partially denied, the claimant shall be so informed by written notice within 90 days after the day the claim is submitted unless special circumstances require an extension of time for processing the claim. If such an extension of time for processing is required, written notice of the extension shall be

9

furnished to the claimant prior to the termination of the initial 90-day period. Such extension may not exceed an additional 90 days from the end of the initial 90-day period. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Plan expects to render the final decision. If notice of denial of a claim (in whole or in part) is not furnished within the initial 90-day period after the claim is submitted (or, if applicable, the extended 90-day period), the claimant shall consider that his claim has been denied just as if he had received actual notice of denial.

10.4 The notice informing the claimant that his claim has been wholly or partially denied shall be written in a manner calculated to be understood by the claimant and shall include:

(1) The specific reason(s) for the denial.

(2) Specific reference to pertinent Plan provisions on which the denial is based.

(3) A description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary.

(4) Appropriate information as to the steps to be taken if the claimant wishes to submit his claim for review.

10.5 If the claim is wholly or partially denied, the claimant (or his authorized representative) may file an appeal of the denied claim with the Committee requesting that the claim be reviewed. The Committee shall conduct a full and fair review of each appealed claim and its denial. Unless the Committee notifies the claimant that due to the nature of the benefit and other attendant circumstances he is entitled to a greater period of time within which to submit his request for review of a denied claim, the claimant shall have 60 days after he (or his authorized representative) receives written notice of denial of his claim within which such request must be submitted to the Committee.

10.6 The request for review of a denied claim must be made in writing. In connection with making such request, the claimant or his authorized representative may:

(1) Review pertinent documents.

(2) Submit issues and comments in writing.

10.7 The decision of the Committee regarding the appeal shall be promptly given to the claimant in writing and shall normally be given no later than 60 days following the receipt of the request for review. However, if special circumstances (for example, if the Committee decides to hold a hearing on the appeal) require a further extension of time for processing, the decision shall be rendered as soon as possible, but no later than 120 days after receipt of the request for review. However, if the Committee holds regularly scheduled meetings at least quarterly, a decision on review shall be made by no later than the date of the meeting which immediately follows the Plan’s receipt of a request for review, unless the request is filed within 30 days preceding the date of such meeting. In such case, a decision may be made by no later than the date of the second meeting following the Plan’s receipt of the request for review. If special circumstances (for example, if the Committee decides to hold a hearing on the appeal) require a further extension of time for processing, the decision shall be rendered as soon as possible, but no later than the third meeting following the Plan’s receipt of the request for review. If special circumstances require that the decision will be made beyond the initial time for

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furnishing the decision, written notice of the extension shall be furnished to the claimant (or his authorized representative) prior to the commencement of the extension. The decision on review shall be in writing and shall be furnished to the claimant or to his authorized representative within the appropriate time for the decision. If a decision on review is not furnished within the appropriate time, the claim shall be deemed to have been denied on appeal.

10.8 The Committee may, in its sole discretion, decide to hold a hearing if it determines that a hearing is necessary or appropriate in order to make a full and fair review of the appealed claim.

10.9 The decision on review shall include specific reasons for the decision, written in a manner calculated to be understood by the claimant, as well as specific references to the pertinent Plan provisions on which the decision is based.

10.10 A person must exhaust his rights to file a claim and to request a review of the denial of his claim before bringing any civil action to recover benefits due to him under the terms of the Plan, to enforce his rights under the terms of the Plan, or to clarify his rights to future benefits under the terms of the Plan.

10.11 The Committee shall exercise its responsibility and authority under this claims procedure as a fiduciary and, in such capacity, shall have the discretionary authority and responsibility (1) to interpret and construe the Plan and any rules or regulations under the Plan, (2) to determine the eligibility of Employees to participate in the Plan, and the rights of Participants to receive benefits under the Plan, and (3) to make factual determinations in connection with any of the foregoing.

SECTION 11

NATURE OF COMPANY’S OBLIGATION

11.1 The Company’s obligation to the Participant under this Plan shall be an unfunded and unsecured promise to pay. The rights of a Participant or Beneficiary under this Plan shall be solely those of an unsecured general creditor of the Company. The Company shall not be obligated under any circumstances to set aside or hold assets to fund its financial obligations under this Plan.

11.2 Notwithstanding the foregoing, the Company may, in its sole discretion establish such accounts, trusts, insurance policies or arrangements, or any other mechanisms it deems necessary or appropriate to account for or fund its obligations under the Plan. Any assets which the Company may set aside, acquire or hold to help cover its financial liabilities under this Plan are and remain general assets of the Company subject to the claims of its creditors. The Company does not give, and the Plan does not give, any beneficial ownership interest in any assets of the Company to a Participant or Beneficiary. All rights of ownership in any assets are and remain in the Company. Any general asset used or acquired by the Company in connection with the liabilities it has assumed under this Plan shall not be deemed to be held under any trust for the benefit of the Participant or any Beneficiary, and no general asset shall be considered security for the performance of the obligations of the Company. Any asset shall remain a general, unpledged, and unrestricted asset of the Company.

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11.3 The Company’s liability for payment of benefits shall be determined only under the provisions of this Plan, as it may be amended from time to time.

SECTION 12

GENERAL PROVISIONS

12.1 Nothing in this Plan shall be deemed to give any person the right to remain in the employ of the Company or affect the right of the Company to terminate any Participant’s employment with or without cause.

12.2 No right or benefit under the Plan shall be subject to anticipation, alienation, sale, assignment, pledge, encumbrance or charge. Any attempt to anticipate, alienate, sell, assign, pledge, encumber or charge these benefits shall be void. No right or benefit under this Plan shall in any manner be liable for or subject to the debts, contracts, liabilities, or torts of the person entitled to the benefit. If any Participant or Beneficiary under the Plan should become bankrupt or attempt to anticipate, alienate, sell, assign, pledge, encumber or charge any right to a benefit hereunder, then the right or benefit, in the discretion of the Committee, shall cease. In these circumstances, the Committee may hold or apply the benefit payment or payments, or any part of it, for the benefit of the Participant or his Beneficiary, the Participant’s spouse, children, or other dependents, or any of them, in any manner and in any portion that the Committee may deem proper.

12.3 Any amount required to be withheld under applicable Federal, state and local tax laws (including any amounts required to be withheld under Section 3121(v) of the Code) will be withheld in such manner as the Committee will determine and any payment under the Plan will be reduced by the amount so withheld, as well as by any other lawful withholding.

12.4 This Plan shall be construed and administered in accordance with the laws of the State of Texas to the extent that such laws are not preempted by Federal law.

12.5 The Plan is divided into two separate deferred compensation sub-plans, one of which shall be named “Sub-Plan I” and the other shall be named “Sub-Plan II”. Sub-Plan I shall include only “amounts deferred” before January 1, 2005 (within the meaning of Section 409A of the Code) under the Duke Plan, and earnings thereon, and such deferred compensation shall be subject to the applicable provisions of the Duke Plan as in effect on October 3, 2004, as modified herein, and as Sub-Plan I is subsequently amended or otherwise changed, except as would result in such deferred compensation becoming subject to Code Section 409A. The adoption of the Plan is not intended to be a “material modification” (within the meaning of Section 409A of the Code) with respect to amounts governed by Sub-Plan I, and any provision of the Plan that is considered to be a material modification with respect to such deferred compensation shall have no force and effect unless and until amended to prevent such provision from being considered a material modification (which amendment may be retroactive). Sub-Plan II shall include only “amounts deferred” after December 31, 2004, and earnings thereon, and such deferred

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compensation shall be subject to the provisions of the Plan as in effect on the Distribution Date, as subsequently amended or otherwise changed. The Company intends Sub-Plan II to comply with the provisions of Section 409A of the Code, so as to prevent the inclusion in gross income of any amounts deferred hereunder in a taxable year that is prior to the taxable year or years in which such amounts would otherwise actually be distributed or made available to Participants or Beneficiaries. Sub-Plan II shall be construed, administered, and governed in a manner that effects such intent, and no action shall be taken that would be inconsistent with such intent. Any provisions that would cause any amount deferred or payable under Sub-Plan II to be includible in the gross income of any Participant or Beneficiary under Section 409A(a)(1) of the Code shall have no force and effect unless and until amended to cause such amount to not be so includible (which amendment may be retroactive to the extent permitted by Section 409A of the Code). Any reference in this Plan to Section 409A of the Code shall also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section 409A by the U.S. Department of Treasury or the Internal Revenue Service.

This Plan document has been executed on behalf of the Company this 18^th day of December, 2006.

SPECTRA ENERGY CORP
By:	/s/ James M. Pruett
	James M. Pruett
	Group Vice President, Human Resources

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EX-10.4

Exhibit 10.4

CHANGE IN CONTROL AGREEMENT

THIS AGREEMENT, dated as of January ___, 2007, is made by and between Spectra Energy Corp, a Delaware corporation (the “Company”), and _______ (the “Executive”).

WHEREAS, Duke Energy Corporation (“Duke Energy”), acting through its direct and indirect subsidiaries, currently conducts a number of businesses, including (i) the Gas Business, and (ii) the Power Business (as such terms are defined in the Separation and Distribution Agreement, dated as of December 13, 2006, between the Company and Duke Energy (the “Separation and Distribution Agreement”));

WHEREAS, the Board of Directors of Duke Energy has determined that it is appropriate, desirable and in the best interests of Duke Energy and its stockholders to separate Duke Energy into two separate, independent and publicly traded companies, (i) one comprising the Gas Business, which shall be owned and conducted, directly or indirectly, by the Company, and (ii) one comprising the Power Business which shall continue to be owned and conducted, directly or indirectly, by Duke Energy;

WHEREAS, in furtherance of the foregoing, Duke Energy has announced its intention to distribute all of the shares of common stock, par value $0.001 per share, of GasCo owned by Duke Energy to the holders of the common stock, par value $0.001 per share, of Duke Energy by means of the Distribution (as such term is defined in the Separation and Distribution Agreement, the “Distribution”);

WHEREAS, the Company considers it essential to the best interests of its shareholders to foster the continued employment of key management personnel;

WHEREAS, the Board recognizes that, as is the case with many publicly held corporations, the possibility of a Change in Control exists and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its shareholders;

WHEREAS, the Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company’s management, including the Executive, to their assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility of a Change in Control; and

WHEREAS, the Executive and the Company intend that this Agreement shall not be of any force or effect unless and until the Distribution occurs.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Company and the Executive, intending to be legally bound, do hereby agree as follows:

1. Definitions. For purposes of this Agreement, the following terms shall have the meanings indicated below:

(A) “Accrued Rights” shall have the meaning set forth in Section 3 hereof.

(B) “Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated under Section 12 of the Exchange Act.

(C) “Auditor” shall have the meaning set forth in Section 4.2 hereof.

(D) “Base Amount” shall have the meaning set forth in section 280G(b)(3) of the Code.

(E) “Beneficial Ownership” shall have the meaning set forth in Rule 13d-3 under the Exchange Act.

(F) “Board” shall mean the Board of Directors of the Company.

(G) “Cause” for termination by the Company of the Executive’s employment shall mean (i) a material failure by the Executive to carry out, or malfeasance or gross insubordination in carrying out, reasonably assigned duties or instructions consistent with the Executive’s position, (ii) the final conviction of the Executive of a felony or crime involving moral turpitude, (iii) an egregious act of dishonesty by the Executive (including, without limitation, theft or embezzlement) in connection with employment, or a malicious action by the Executive toward the customers or employees of the Company or any Affiliate, (iv) a material breach by the Executive of the Company’s Code of Business Ethics, or (v) the failure of the Executive to cooperate fully with governmental investigations involving the Company or its Affiliates; provided, however, that the Company shall not have reason to terminate the Executive’s employment for Cause pursuant to this Agreement unless the Executive receives written notice from the Company identifying the acts or omissions constituting Cause and gives the Executive a 30-day opportunity to cure, if such acts or omissions are capable of cure.

(H) A “Change in Control” shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred:

(a) an acquisition subsequent to the date hereof by any Person of Beneficial Ownership of thirty percent (30%) or more of either (A) the then outstanding shares of common stock of the Company or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors; excluding, however, the following: (1) any acquisition directly from the Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Company, (2)

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any acquisition by the Company and (3) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary;

(b) during any period of two (2) consecutive years (not including any period prior to the date hereof), individuals who at the beginning of such period constitute the Board (and any new directors whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was so approved) cease for any reason (except for death, disability or voluntary retirement) to constitute a majority thereof;

(c) the consummation of a merger, consolidation, reorganization or similar corporate transaction which has been approved by the shareholders of the Company, whether or not the Company is the surviving corporation in such transaction, other than a merger, consolidation, or reorganization that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least fifty percent (50%) of the combined voting power of the voting securities of the Company (or such surviving entity or any parent thereof) outstanding immediately after such merger, consolidation, or reorganization;

(d) the consummation of (A) the sale or other disposition of all or substantially all of the assets of the Company or (B) a complete liquidation or dissolution of the Company, which has been approved by the shareholders of the Company; or

(e) adoption by the Board of a resolution to the effect that any person has acquired effective control of the business and affairs of the Company;

provided that in no event shall a Change in Control be deemed to have occurred by reason of any of the events resulting from the Distribution.

(I) “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

(J) “Company” shall mean Spectra Energy Corp and, except in determining under Section 1.H hereof whether or not any Change in Control of the Company has occurred, shall include any successor to its business and/or assets which assumes and agrees to perform this Agreement by operation of law, or otherwise.

(K) “Confidential Information” shall have the meaning set forth in Section 8 hereof.

(L) “DB Pension Plan” shall mean any tax-qualified, supplemental or excess defined benefit pension plan maintained by the Company and any other defined

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benefit plan or agreement entered into between the Executive and the Company which is designed to provide the Executive with supplemental retirement benefits.

(M) “DC Pension Plan” shall mean any tax-qualified, supplemental or excess defined contribution plan maintained by the Company and any other defined contribution plan or agreement entered into between the Executive and the Company which is designed to provide the executive with supplemental retirement benefits.

(N) “Date of Termination” with respect to any purported termination of the Executive’s employment after a Change in Control and during the Term, shall mean (i) if the Executive’s employment is terminated for Disability, thirty (30) days after Notice of Termination is given (provided that the Executive shall not have returned to the full-time performance of the Executive’s duties during such thirty (30) day period), and (ii) if the Executive’s employment is terminated for any other reason, the date specified in the Notice of Termination (which, in the case of a termination by the Company, shall not be less than thirty (30) days (except in the case of a termination for Cause) and, in the case of a termination by the Executive, shall not be less than fifteen (15) days nor (without the consent of the Company) more than sixty (60) days, respectively, from the date such Notice of Termination is given).

(O) “Disability” shall be deemed the reason for the termination by the Company of the Executive’s employment, if, as a result of the Executive’s incapacity due to physical or mental illness, the Executive shall have been absent from the full-time performance of the Executive’s duties with the Company for a period of six (6) consecutive months, the Company shall have given the Executive a Notice of Termination for Disability, and, within thirty (30) days after such Notice of Termination is given, the Executive shall not have returned to the full-time performance of the Executive’s duties.

(P) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

(Q) “Excise Tax” shall mean any excise tax imposed under section 4999 of the Code.

(R) “Executive” shall mean the individual named in the first paragraph of this Agreement.

(S) “Good Reason” for termination by the Executive of the Executive’s employment shall mean the occurrence (without the Executive’s express written consent which specifically references this Agreement) after any Change in Control (subject to Section 4.3 hereof) of any one of the following acts by the Company, or failures by the Company to act, unless such act or failure to act is corrected prior to the Date of Termination specified in the Notice of Termination given in respect thereof: (i) the assignment to the Executive of any duties materially inconsistent with the Executive’s status with the Company or a substantial adverse alteration in the nature or status of the

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Executive’s responsibilities from those in effect immediately prior to the Change in Control, (ii) a reduction in the Executive’s annual base salary as in effect immediately prior to the Change in Control (exclusive of any across the board reduction similarly affecting all or substantially all similarly situated employees determined without regard to whether or not an otherwise similarly situated employee’s employment was with the Company prior to the Change in Control), (iii) a reduction in the Executive’s target annual bonus as in effect immediately prior to the Change in Control (exclusive of any across the board reduction similarly affecting all or substantially all similarly situated employees determined without regard to whether or not an otherwise similarly situated employee’s employment was with the Company prior to the Change in Control), (iv) the elimination of any material employee benefit plan in which the Executive is participating immediately prior to the Change in Control, or the material reduction of the Executive’s benefits under any such plan, unless the Company either (A) immediately replaces such employee benefit plan, or unless the Executive is permitted to immediately participate in other employee benefit plan(s), providing the Executive with a substantially equivalent value of benefits in the aggregate to those eliminated or materially reduced (it being understood that any such replacement plan or benefit need not be an identical “type” of plan or benefit as that being eliminated or reduced in order for “Good Reason” not to be triggered by this subsection (iv), as long as the aggregate value of such replacement plan(s) or benefit to the Executive is substantially equivalent to that being eliminated or reduced), or (B) immediately provides the Executive with other forms of compensation of comparable value to that being eliminated or reduced (including but not limited to increases in the Executive’s base salary or other cash compensation), (v) the failure of the Company to obtain the assumption agreement from any successor as contemplated in Section 11.1 hereof, or (vi) a relocation that requires the Executive to report to a work location more than 35 miles from the work location to which he was assigned prior to the change-in-control and the Executive does not consent to the relocation.

The Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder.

(T) “Notice of Termination” shall have the meaning set forth in Section 5 hereof.

(U) “Person” shall have the meaning given in section 3(a)(9) of the Exchange Act, as modified and used in sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company.

(V) “Repayment Amount” shall have the meaning set forth in Section 7.3 hereof.

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(W) “Restricted Period” shall have the meaning set forth in Section 7.2 hereof.

(X) “Severance Payments” shall have the meaning set forth in Section 4.1(C) hereof.

(Y) “Severance Period” shall have the meaning set forth in Section 4.1(C) hereof.

(Z) “Subsidiary” means an entity that is wholly owned, directly or indirectly, by the Company, or any other affiliate of the Company that is so designated from time to time by the Company.

(AA) “Term” shall mean the period of time described in Section 2 hereof (including any extension, continuation or termination described therein).

(BB) “Total Payments” shall mean those payments so described in Section 4.2 hereof.

2. Term of Agreement. The Term of this Agreement shall commence on the date hereof and shall continue in effect through the second anniversary of the date hereof; provided, however, that commencing on the date that is twenty-four (24) months following the date hereof and each subsequent monthly anniversary, the Term shall automatically be extended for one additional month; further provided, however, the Company or the Executive may terminate this Agreement effective at any time following the second anniversary of the date hereof only with six (6) months advance written notice (which such notice may be given before such second anniversary); and further provided, however, that, notwithstanding the above, if a Change in Control shall have occurred during the Term, the Term shall in no case expire earlier than twenty-four (24) months beyond the month in which such Change in Control occurred.

3. Compensation Other Than Severance Payments. If the Executive’s employment shall be terminated for any reason following a Change in Control (subject to Section 4.3 hereof) and during the Term, the Company shall pay the Executive the salary amounts payable in the normal course for service through the Date of Termination and any rights or payments that have become vested or that are otherwise due in accordance with the terms of any employee benefit, incentive, or compensation plan or arrangement maintained by the Company that the Executive participated in at the time of his or her termination of employment (together, the “Accrued Rights”).

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4. Severance Payments.

4.1 Subject to Sections 4.2 and 4.3 hereof, and further subject to the Executive executing and not revoking a release of claims substantially in the form set forth as Exhibit A to this Agreement, if the Executive’s employment is terminated following a Change in Control and during the Term (but in any event not later than twenty-four (24) months following a Change in Control), other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then, in either such case, in addition to the payments and benefits representing the Executive’s Accrued Rights, the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this Section 4.1 (“Severance Payments”).

(A) A lump-sum payment equal to (i) the Executive’s annual bonus payment earned (in the case of a termination during the first year following the Distribution, earned from Duke Energy or its affiliates, if applicable) for any completed bonus year prior to termination of employment, if not previously paid, plus (ii) a pro-rata amount of the Executive’s target bonus under any performance-based bonus plan, program, or arrangement in which the Executive participates for the year in which the termination occurs, determined as if all program goals had been met, pro-rated based on the number of days of service during the bonus year occurring prior to termination of employment;

(B) In lieu of any severance benefit otherwise payable to the Executive, the Company shall pay to the Executive, no later than fifteen (15) business days following the Date of Termination, a lump sum severance payment, in cash, equal to two (or, if less, the number of years (including partial years) until the Executive reaches the Company’s mandatory retirement age, provided that the Company adopts a mandatory retirement age pursuant to 29 USC §631(c)) times the sum of (i) the Executive’s base salary as in effect immediately prior to the Date of Termination or, if higher, in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, and (ii) the Executive’s target short-term incentive bonus opportunity for the fiscal year in which the Date of Termination occurs or, if higher, the fiscal year in which the first event or circumstance constituting Good Reason occurs.

(C) For a period of two years immediately following the Date of Termination (or, if less, the period until the Executive reaches the Company’s mandatory retirement age, provided that the Company adopts a mandatory retirement age pursuant to 29 USC §631(c)) (the “Severance Period”), the Company shall arrange to provide the Executive and his or her dependents medical, dental, and basic life insurance benefits substantially similar to those provided to the Executive and his or her dependents immediately prior to the Date of Termination or, if more favorable to the Executive, those provided to the Executive and his or her dependents immediately prior to the first occurrence of an event or circumstance constituting Good Reason, at no greater after tax cost to the Executive than the after tax cost to the Executive immediately prior to such date or occurrence; provided, however, that, in lieu of providing such benefits, the Company may choose to (i) provide such benefits through a third-party insurer,

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(ii) make a lump-sum cash payment to the Executive in an amount equal to the aggregate cost of such coverage for the Severance Period, based on the premium costs being utilized for such coverage to former employees under “COBRA” at the Date of Termination, or (iii) make a lump-sum cash payment to the Executive in an amount equal to the anticipated cost of such coverage for the Severance Period, based on the Company’s assumed costs for such coverage for internal accounting purposes at the Date of Termination. Benefits otherwise receivable by the Executive pursuant to this Section 4.1(C) shall be reduced to the extent benefits of the same type are received by or made available to the Executive during the Severance Period as a result of subsequent employment (and any such benefits received by or made available to the Executive shall be reported to the Company by the Executive).

(D) In addition to the benefits to which the Executive is entitled under the DC Pension Plan, the Company shall pay the Executive a lump sum amount, in cash, equal to the sum of (i) the amount that would have been contributed thereto by the Company on the Executive’s behalf during the Severance Period, determined (x) as if the Executive made the maximum permissible contributions thereto during such period, (y) as if the Executive earned compensation during such period equal to the sum of the Executive’s base salary and target bonus as in effect immediately prior to the Date of Termination, or, if higher, as in effect immediately prior to the occurrence of the first event or circumstance constituting Good Reason, and (z) without regard to any amendment to the DC Pension Plan made subsequent to a Change in Control and on or prior to the Date of Termination, which amendment adversely affects in any manner the computation of benefits thereunder, and (ii) the unvested portion, if any, of the Executive’s account balance under the DC Pension Plan as of the Date of Termination that would have vested had Executive remained employed by the Company for the remainder of the Term.

(E) In addition to the benefits to which the Executive is entitled under the DB Pension Plan, the Company shall pay the Executive a lump sum amount, in cash, equal to the sum of (i) the amount that would have been allocated thereunder by the Company in respect of the Executive during the Severance Period, determined (x) as if the Executive earned compensation during such period equal to the sum of the Executive’s base salary and target bonus as in effect immediately prior to the Date of Termination, or, if higher, as in effect immediately prior to the occurrence of the first event or circumstance constituting Good Reason, and (y) without regard to any amendment to the DB Pension Plan made subsequent to a Change in Control and on or prior to the Date of Termination, which amendment adversely affects in any manner the computation of benefits thereunder, and (ii) the Executive’s unvested accrued benefit, if any, under the DB Pension Plan as of the Date of Termination that would have vested had Executive remained employed by the Company for the remainder of the Term.

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(F) Subject to the last sentence in this section 4.1(F), notwithstanding the terms of any award agreement or plan document to the contrary, the Executive shall be entitled to receive continued vesting of any long term incentive awards, including awards of stock options but excluding awards of restricted stock, held by the Executive at the time of his or her termination of employment that are not vested or exercisable on such date, in accordance with their terms as if the Executive’s employment had not terminated, for the duration of the Severance Period, with any options or similar rights to remain exercisable (to the extent exercisable at the end of the Severance Period) for a period of 90 days following the close of the Severance Period, but not beyond the maximum original term of such options or rights. However, if, at the time of his severance under the terms of this agreement the Executive has attained an age of 55 years and has at least 5 years of service, nothing in this section 4.1(F) shall truncate either the vesting period or the exercise period associated with an award. In the event that the terms of any award agreement or plan document, or the actions of the Board in connection with a Change in Control, would provide the Executive with greater benefits with respect to Executive’s awards than those set forth in this paragraph (for example and without limitation, full accelerated vesting of awards upon a Change in Control, a longer post-termination exercise period, lapse of restrictions on restricted stock, and/or other benefits in excess of or to a greater extent than those provided for in this paragraph with respect to any of Executive’s awards), then the terms and conditions of any such award agreement, plan document or Board action (as the case may be), to the extent of such greater benefits, shall apply to such award, and nothing in this Agreement shall be deemed to provide for or require the benefits only to the extent provided in the first two sentences of this Section 4.1(F).

4.2(A) Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit received or to be received by the Executive (including any payment or benefit received in connection with a Change in Control or the termination of the Executive’s employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (all such payments and benefits, including the Severance Payments, being hereinafter referred to as the “Total Payments”) would be subject (in whole or part), to the Excise Tax, then, after taking into account any reduction in the Total Payments provided by reason of section 280G of the Code in such other plan, arrangement or agreement, the cash Severance Payments shall first be reduced, and the noncash Severance Payments shall thereafter be reduced, to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only if (i) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments) is greater than or equal to (ii) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which the Executive would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions

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attributable to such unreduced Total Payments); provided, however, that the Executive may elect to have the noncash Severance Payments reduced (or eliminated) prior to any reduction of the cash Severance Payments.

(B) For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax, (i) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of section 280G(b) of the Code shall be taken into account, (ii) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel (“Tax Counsel”) who is reasonably acceptable to the Executive and selected by the accounting firm (the “Auditor”) which was, immediately prior to the Change in Control, the Company’s independent auditor, does not constitute a “parachute payment” within the meaning of section 280G(b)(2) of the Code (including by reason of section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments shall be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of section 280G(b)(4)(B) of the Code, in excess of the Base Amount allocable to such reasonable compensation, and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Auditor in accordance with the principles of sections 280G(d)(3) and (4) of the Code.

(C) At the time that payments are made under this Agreement, the Company shall provide the Executive with a written statement setting forth the manner in which such payments were calculated and the basis for such calculations including, without limitation, any opinions or other advice the Company has received from Tax Counsel, the Auditor or other advisors or consultants (and any such opinions or advice which are in writing shall be attached to the statement).

4.3 Notwithstanding anything in this Agreement to the contrary, if (i) Executive’s employment is terminated prior to a Change in Control but after the Company and/or a third party have taken affirmative steps reasonably calculated to effectuate a Change in Control, (ii) such termination is a termination by the Company without Cause, or by the Executive for reasons that would have constituted Good Reason had they occurred following a Change in Control, and the event or actions taken by the Company in connection with such termination have been taken at the request or suggestion of such third party, and (iii) a Change in Control involving such third party (or a party competing with such third party to effectuate a Change in Control) does in fact occur, then for purposes of this Agreement, the date immediately prior to the date of such termination shall be treated as a Change in Control. For purposes of determining the timing of payments and benefits to the Executive under this Agreement in such event, the date of the actual Change in Control shall be treated as the Executive’s Date of Termination under Section 1(N), and for purposes of determining the amount of payments and benefits to the Executive under this Section 4, the date Executive’s employment is actually terminated shall be treated as the Executive’s Date of Termination under Section 1(N).

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5. Notice of Termination. After a Change in Control and during the Term, any purported termination of the Executive’s employment (other than by reason of death) shall be communicated by written Notice of Termination from one party hereto to the other party hereto in accordance with Section 12 hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon.

6. No Mitigation. The Company agrees that, if the Executive’s employment with the Company terminates during the Term, the Executive is not required to seek other employment or to attempt in any way to reduce any amounts payable to the Executive by the Company pursuant to Section 4 hereof. Further, except as specifically provided in Section 4.1(C) hereof, no payment or benefit provided for in this Agreement shall be reduced by any compensation earned by the Executive as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Executive to the Company, or otherwise.

7. Restrictive Covenants.

7.1 Noncompetition and Nonsolicitation. During the Restricted Period (as defined below), the Executive agrees that he or she shall not, without the Company’s prior written consent, for any reason, directly or indirectly, either as principal, agent, manager, employee, partner, shareholder, director, officer, consultant or otherwise (A) become engaged or involved in any business (other than as a less-than three percent (3%) equity owner of any corporation traded on any national, international or regional stock exchange or in the over-the-counter market) that competes with the Company or any of its Affiliates in the business of gathering, processing, distribution, storage or transmission of natural gas, resale or arranging for the purchase or for the resale, brokering, marketing, or trading of natural gas, or derivatives thereof; energy management and the provision of energy solutions; gathering, compression, treating, processing, fractionation, transportation, trading, marketing of natural gas components, including natural gas liquids;, and sales and marketing of natural gas, domestically and abroad; and any other business in which the Company, including Affiliates, is engaged at the termination of the Executive’s continuous employment by the Company, including Affiliates; or (B) induce or attempt to induce any customer, client, supplier, employee, agent or independent contractor of the Company or any of its Affiliates to reduce, terminate, restrict or otherwise alter its business relationship with the Company or its Affiliates. The provisions of this Section 7.1 shall be limited in scope and effective only within the following geographical areas: (i) any country in the world where the Company, including Affiliates, has at least US$25 million in capital deployed as of termination of the Executive’s continuous employment by Company, including Affiliates; (ii) the continent of North America; (iii) the United States of America and Canada; (iv) the United States of America; (v) the states of Florida, Texas, California, Massachusetts, Illinois, Michigan, New York, Colorado, Oklahoma Ohio, Kentucky, Indiana, Pennsylvania, Connecticut and Louisiana; (vi) the states of Texas, Colorado, Massachusetts, Louisiana, Pennsylvania, and Connecticut and (vii) any state or states with respect to which was conducted a business of the Company, including Affiliates,

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which business constituted a substantial portion of the Executive’s employment. The parties intend the above geographical areas to be completely severable and independent, and any invalidity or unenforceability of this Agreement with respect to any one area shall not render this Agreement unenforceable as applied to any one or more of the other areas. Nothing in Section 7.1 shall be construed to prohibit the Executive being retained during the Restricted Period in a capacity as an attorney licensed to practice law, or to restrict the Executive providing advice and counsel in such capacity, in any jurisdiction where such prohibition or restriction is contrary to law.

7.2 Restricted Period. For purposes of this Agreement, “Restricted Period” shall mean the period of the Executive’s employment during the Term and, in the event of a termination of the Employee’s employment following a Change in Control that entitles Executive to Severance Payments covered by Section 4 hereof, the twelve (12) month period following such termination of employment, commencing from the Date of Termination.

7.3 Forfeiture and Repayments. The Executive agrees that, in the event he or she violates the provisions of Section 7 hereof during the Restricted Period, he or she will forfeit and not be entitled to any Severance Payments or any non-cash benefits or rights under this Agreement (including, without limitation, stock option rights), other than the payments provided under Section 3 hereof. The Executive further agrees that, in the event he or she violates the provisions of Section 7 hereof following the payment or commencement of any Severance Payments, (A) he or she will forfeit and not be entitled to any further Severance Payments, and (B) he or she will be obligated to repay to the Company an amount in respect of the Severance Payments previously made to him or her under Section 4 hereof (the “Repayment Amount”). The Repayment Amount shall be determined by aggregating the cash Severance Payments made to the Executive and multiplying the resulting amount by a fraction, the numerator of which is the number of full and partial calendar months remaining in the Severance Period at the time of the violation (rounded to the nearest quarter of a month), and the denominator of which is twenty-four (24). The Repayment Amount shall be paid to the Company in cash in a single sum within ten (10) business days after the first date of the violation, whether or not the Company has knowledge of the violation or has made a demand for payment. Any such payment made following such date shall bear interest at a rate equal to the prime lending rate of Citibank, N.A. (as periodically set) plus 1%. Furthermore, in the event the Executive violates the provisions of Section 7 hereof, and notwithstanding the terms of any award agreement or plan document to the contrary (which shall be considered to be amended to the extent necessary to reflect the terms hereof), the Executive shall immediately forfeit the right to exercise any stock option or similar rights that are outstanding at the time of the violation, and the Repayment Amount, calculated as provided above, shall be increased by the amount of any gains (measured by the difference between the aggregate fair market value on the date of exercise of shares underlying the stock option or similar right (including without limitation restricted stock, restricted stock units, performance shares and phantom stock units) and the aggregate exercise price (if any) of such stock option or similar right) realized by the Executive

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upon the exercise or payment of such stock options or similar rights within the one-year period prior to the first date of the violation.

7.4 Permissive Release. The Executive may request that the Company release him or her from the restrictive covenants of Section 7.1 hereof upon the condition that the Executive forfeit and repay all termination benefits and rights provided for in Section 4.1 hereof. The Company may, in its sole discretion, grant such a release in whole or in part or may reject such request and continue to enforce its rights under this Section 7.

7.5 Consideration; Survival. The Executive acknowledges and agrees that the compensation and benefits provided in this Agreement constitute adequate and sufficient consideration for the covenants made by the Executive in this Section 7 and in the remainder of this Agreement. As further consideration for the covenants made by the Executive in this Section 7 and in the remainder of this Agreement, the Company has provided and will provide the Executive certain proprietary and other confidential information about the Company, including, but not limited to, business plans and strategies, budgets and budgetary projections, income and earnings projections and statements, cost analyses and assessments, and/or business assessments of legal and regulatory issues. The Executive’s obligations under this Section 7 shall survive any termination of his or her employment as specified herein.

8. Confidentiality. The Executive acknowledges that during the Executive’s employment with the Company or any of its Affiliates, the Executive will acquire, be exposed to and have access to, non-public material, data and information of the Company and its Affiliates and/or their customers or clients that is confidential, proprietary, and/or a trade secret (“Confidential Information”). At all times, both during and after the Term, the Executive shall keep and retain in confidence and shall not disclose, except as required and authorized in the course of the Executive’s employment with the Company or any its Affiliates, to any person, firm or corporation, or use for his or her own purposes, any Confidential Information. For purposes of this Agreement, such Confidential Information shall include, but shall not be limited to: sales methods, information concerning principals or customers, advertising methods, financial affairs or methods of procurement, marketing and business plans, strategies (including risk strategies), projections, business opportunities, inventions, designs, drawings, research and development plans, client lists, sales and cost information and financial results and performance. Notwithstanding the foregoing, “Confidential Information” shall not include any information known generally to the public (other than as a result of unauthorized disclosure by the Executive or by the Company or its Affiliates). The Executive acknowledges that the obligations pertaining to the confidentiality and non-disclosure of Confidential Information shall remain in effect for a period of five (5) years after termination of employment, or until the Company or its Affiliates has released any such information into the public domain, in which case the Executive’s obligation hereunder shall cease with respect only to such information so released into the public domain; provided, however, with respect to those items of Confidential Information which constitute a trade secret as defined by the applicable laws governing the protection

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of trade secrets of the Company, the Executive’s obligation of confidentiality shall continue to survive after the 5-year period to the greatest extent permitted by applicable trade secret law. The Executive’s obligations under this Section 8 shall survive any termination of his or her employment. If the Executive receives a subpoena or other judicial process requiring that he or she produce, provide or testify about Confidential Information, the Executive shall notify the Company and cooperate fully with the Company in resisting disclosure of the Confidential Information. The Executive acknowledges that the Company has the right either in the name of the Executive or in its own name to oppose or move to quash any subpoena or other legal process directed to the Executive regarding Confidential Information. Notwithstanding any other provision of this Agreement, the Executive remains free to report or otherwise communicate any nuclear safety concern, any workplace safety concern, or any public safety concern to the United States Department of Labor or any other appropriate federal or state governmental agency, and the Executive remains free to participate in any federal or state administrative, judicial, or legislative proceeding or investigation with respect to any claims and matters not resolved and terminated pursuant to this Agreement. With respect to any claims and matters resolved and terminated pursuant to this Agreement, the Executive is free to participate in any federal or state administrative, judicial, or legislative proceeding or investigation if subpoenaed. The Executive shall give the Company, through its legal counsel, notice, including a copy of the subpoena, within twenty-four (24) hours of receipt thereof.

9. Return of Company Property. All records, files, lists, including, computer generated lists, drawings, documents, equipment and similar items relating to the business of the Company and its Affiliates which the Executive shall prepare or receive from the Company or its Affiliates shall remain the sole and exclusive property of Company and its Affiliates. Upon termination of the Executive’s employment for any reason, the Executive shall promptly return all property of Company or any its Affiliates in his or her possession. The Executive further represents that he or she will not copy or cause to be copied, print out or cause to be printed out any software, documents or other materials originating with or belonging to the Company or any of its Affiliates.

10. Acknowledgement and Enforcement. The Executive acknowledges that the restrictions contained in this Agreement with regards to the Executive’s use of Confidential Information and his or her future business activities are fair, reasonable and necessary to protect the Company’s legitimate protectable interests, particularly given the competitive nature and broad scope of the Company’s business and that of its Affiliates, as well as the Executive’s position with the Company. The Executive further acknowledges that the Company may have no adequate means to protect its rights under this Agreement other than by securing an injunction (a court order prohibiting the Executive from violating this Agreement). The Executive therefore agrees that the Company, in addition to any other right or remedy it may have, shall be entitled to enforce this Agreement by obtaining a preliminary and permanent injunction and any other appropriate equitable relief in any court of competent jurisdiction. The Executive acknowledges that the recovery of damages will not be an adequate means to redress a breach of this Agreement, but nothing in this Section 10 shall prohibit the Company from

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pursuing any remedies in addition to injunctive relief, including recovery of damages and/or any forfeiture or repayment obligations provided for herein.

11. Successors; Binding Agreement.

11.1 In addition to any obligations imposed by law upon any successor to the Company, the Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement to perform this Agreement prior to the effectiveness of any Change in Control shall be a breach of this Agreement and shall constitute Good Reason hereunder. For purposes of implementing the foregoing, the date on which any such Change in Control becomes effective shall be deemed the date Good Reason occurs, and shall be the Date of Termination if requested by the Executive.

11.2 This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive shall die while any amount would still be payable to the Executive hereunder (other than amounts which, by their terms, terminate upon the death of the Executive) if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives or administrators of the Executive’s estate; provided, however, such amounts shall be offset by any amounts owed by the Executive to the Company.

12. Notices. All notices or other communications hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered personally, (b) upon confirmation of receipt when such notice or other communication is sent by facsimile, (c) one day after timely delivery to an overnight delivery courier, or (d) when delivered or mailed by United States registered mail, return receipt requested, postage prepaid. Such notices shall be directed, in the case of the Company, to the Company’s chief legal officer at the principal executive offices of the Company and, in the case of the Executive, to the Executive at the most recent address on file in the payroll records of the Company. Either party hereto may, by notice to the other, change its address for receipt of notices hereunder.

13. 409A. It is the intention of the Company and the Executive that this Agreement not result in unfavorable tax consequences to the Executive under Section 409A of the Code. Accordingly, the Executive consents to any amendment of this Agreement as the Company may reasonably make in furtherance of such intention, and the Company shall promptly provide, or make available to, the Executive a copy of such amendment.

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14. Miscellaneous. Except as otherwise provided in Section 13 hereof, no provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and the Chairman of the Board (or such officer as may be specifically designated by the Chairman of the Board). No waiver by either party hereto at any time of any breach by the other party hereto of, or of any lack of compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement supersedes any other agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof which have been made by either party or Duke Energy; provided, however, that this Agreement shall supersede any agreement setting forth the terms and conditions of the Executive’s employment with the Company only in the event that the Executive’s employment with the Company is terminated on or within two years following a Change in Control, by the Company other than for Cause or by the Executive for Good Reason. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Texas. All references to sections of the Exchange Act or the Code shall be deemed also to refer to any successor provisions to such sections. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law and any additional withholding to which the Executive has agreed and no such payments shall be treated as creditable compensation under any other employee benefit plan, program, arrangement or agreement of or with the Company or its affiliates. The obligations of the Company and the Executive under this Agreement which by their nature may require either partial or total performance after the expiration of the Term (including, without limitation, those under Section 4 hereof) shall survive such expiration.

15. Certain Legal Fees. To provide the Executive with reasonable assurance that the purposes of this Agreement will not be frustrated by the cost of enforcement, the Company shall reimburse the Executive promptly after receipt of an invoice for reasonable attorneys’ fees and expenses incurred by the Executive as a result of a claim that the Company has breached or otherwise failed to perform its obligations under this Agreement or any provision hereof, regardless of which party, if any, prevails in the contest; provided, however, that Company shall not be responsible for such fees and expenses to the extent incurred in connection with a claim made by the Executive that the trier of fact in any such contest finds to be frivolous or if the Executive is determined to have breached his or her obligations under Sections 7, 8, 9, 16, or 17 of this Agreement; and provided further, however, the Company shall not be responsible for such fees or expenses in excess of $50,000 in the aggregate.

16. Cooperation. The Executive agrees that he or she will fully cooperate in any litigation, proceeding, investigation or inquiry in which the Company or its Affiliates may be or become involved. The Executive also agrees to cooperate fully with any internal investigation or inquiry conducted by or on behalf of the Company. Such cooperation shall include the Executive making himself or herself available, upon the request of the Company or its counsel, for depositions, court appearances and interviews

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by Company’s counsel. The Company shall reimburse the Executive for all reasonable and documented out-of-pocket expenses incurred by him or her in connection with such cooperation. To the maximum extent permitted by law, the Executive agrees that he or she will notify the Board if he or she is contacted by any government agency or any other person contemplating or maintaining any claim or legal action against the Company or its Affiliates or by any agent or attorney of such person. Nothing contained in this Section 16 shall preclude the Executive from providing truthful testimony in response to a valid subpoena, court order, regulatory request or as may be required by law.

17. Non-Disparagement. The Executive agrees that he or she will not make or publish, or cause to be made or published, any statement which is, or may reasonably be considered to be, disparaging of the Company or its Affiliates, or directors, officers or employees of the businesses of the Company or its Affiliates. Nothing contained in this Section 17 shall preclude the Executive from providing truthful testimony in response to a valid subpoena, court order, regulatory request or as may be required by law.

18. Validity; Severability. The invalidity or unenforceability of any provision of any Section or sub-Section of this Agreement, including, but not limited to, any provision contained in Section 7 hereof, shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. If any provision of this Agreement is held to be unenforceable because of the scope, activity or duration of such provision, or the area covered thereby, the parties hereto agree to modify such provision, or that the court making such determination shall have the power to modify such provision, to reduce the scope, activity, duration and/or area of such provision, or to delete specific words or phrases therefrom, and in its reduced or modified form, such provision shall then be enforceable and shall be enforced to the maximum extent permitted by applicable law.

19. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

20. Settlement of Disputes. All claims by the Executive for benefits under this Agreement shall be directed to and determined by the Chairman of the Board and shall be in writing. Any denial by the Chairman of the Board of a claim for benefits under this Agreement shall be delivered to the Executive in writing and shall set forth the specific provisions of this Agreement relied upon.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

SPECTRA ENERGY CORP

By:

Name:

Title:

EXECUTIVE

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EXHIBIT A

RELEASE OF CLAIMS

This RELEASE OF CLAIMS (the “Release”) is executed and delivered by _____________ (the “Employee”) to SPECTRA ENERGY CORP (together with its successors, the “Company”).

In consideration of the agreement by the Company to provide the Employee with the rights, payments and benefits under the Change in Control Agreement between the Employee and the Company dated _____________ (the “Severance Agreement”), the Employee hereby agrees as follows:

Section 1. Release and Covenant. The Employee, of his or her own free will, voluntarily and unconditionally releases and forever discharges the Company, its subsidiaries, parents, affiliates, their directors, officers, employees, agents, stockholders, successors and assigns (both individually and in their official capacities with the Company) (the “Company Releasees”) from, any and all past or present causes of action, suits, agreements or other claims which the Employee, his or her dependents, relatives, heirs, executors, administrators, successors and assigns has or may hereafter have from the beginning of time to the date hereof against the Company or the Company Releasees upon or by reason of any matter, cause or thing whatsoever, including, but not limited to, any matters arising out of his or her employment by the Company and the cessation of said employment, and including, but not limited to, any alleged violation of the Civil Rights Acts of 1964 and 1991, the Equal Pay Act of 1963, the Employee Retirement Income Security Act of 1974, the Age Discrimination in Employment Act of 1967, the Rehabilitation Act of 1973, the Older Workers Benefit Protection Act of 1990, the Americans with Disabilities Act of 1990 and any other federal, state or local law, regulation or ordinance, or public policy, contract or tort law having any bearing whatsoever on the terms and conditions of employment or termination of employment. This Release shall not, however, constitute a waiver of any of the Employee’s rights under the Severance Agreement.

Section 2. Due Care. The Employee acknowledges that he or she has received a copy of this Release prior to its execution and has been advised hereby of his or her opportunity to review and consider this Release for 21 days prior to its execution. The Employee further acknowledges that he or she has been advised hereby to consult with an attorney prior to executing this Release. The Employee enters into this Release having freely and knowingly elected, after due consideration, to execute this Release and to fulfill the promises set forth herein. This Release shall be revocable by the Employee during the 7-day period following its execution, and shall not become effective or enforceable until the expiration of such 7-day period. In the event of such a revocation, the Employee shall not be entitled to the consideration for this Release set forth above.

Section 3. Nonassignment of Claims; Proceedings. The Employee represents and warrants that there has been no assignment or other transfer of any interest in any claim

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which the Employee may have against the Company or any of the Company Releasees. The Employee represents that he or she has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Company Releasees arising out of or relating to any of the matters set forth in this Release. The Employee further agrees that he or she will not seek or be entitled to any personal recovery in any claim, charge, action or proceeding whatsoever against the Company or any of the Company Releasees for any of the matters set forth in this Release.

Section 4. Reliance by Employee. The Employee acknowledges that, in his or her decision to enter into this Release, he or she has not relied on any representations, promises or agreements of any kind, including oral statements by representatives of the Company or any of the Company Releasees, except as set forth in this Release and the Severance Agreement.

Section 5. Nonadmission. Nothing contained in this Release will be deemed or construed as an admission of wrongdoing or liability on the part of the Company or any of the Company Releasees.

Section 6. Communication of Safety Concerns. Notwithstanding any other provision of this Agreement, the Employee remains free to report or otherwise communicate any nuclear safety concern, any workplace safety concern, or any public safety concern to the Nuclear Regulatory Commission, United States Department of Labor, or any other appropriate federal or state governmental agency, and the Employee remains free to participate in any federal or state administrative, judicial, or legislative proceeding or investigation with respect to any claims and matters not resolved and terminated pursuant to this Agreement. With respect to any claims and matters resolved and terminated pursuant to this Agreement, the Employee is free to participate in any federal or state administrative, judicial, or legislative proceeding or investigation if subpoenaed. The Employee shall give the Company, through its legal counsel, notice, including a copy of the subpoena, within twenty-four (24) hours of receipt thereof.

Section 7. Cash Balance Litigation. You may or may not know that a class action lawsuit was commenced on February 6, 2006. Here is the caption of that case: Kenneth Walton George, Dennis Reed Bowen, Clyde Freeman, George Moyers, Jim Matthews, and Henry Miller, on their own behalf and on behalf of a class of persons similarly situated v. Duke Energy Retirement Cash Balance Plan and Duke Energy Corporation, Case No. 8:06-CV-00373-HFF, pending in the United States District Court for the District of South Carolina. This paragraph deals with that lawsuit, and any lawsuit asserting similar claims (the “Cash Balance Plan Litigation”). The Cash Balance Plan Litigation seeks additional benefits under the Duke Energy Retirement Cash Balance Plan (and perhaps the Company’s Retirement Cash Balance Plan), and other relief. The Company and the Cash Balance Plan intend to defend themselves vigorously in the Cash Balance Plan Litigation and take the position that no damages should result from the litigation. You should consider the Cash Balance Plan Litigation in connection with this Release, because the Company and the Cash Balance Plan will take the position that this Release completely releases your rights in the Cash Balance Plan Litigation. In the event

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that a court in the Cash Balance Plan Litigation should rule that despite this Release you are entitled to some recovery of benefits under the terms of the Cash Balance Plan, you agree that you will get only the difference, if any, between what you have been paid under the Severance Agreement and what you would get under that ruling. In the event that a court in the Cash Balance Plan Litigation should rule that despite this Release the Company or the Cash Balance Retirement Plan must pay damages other than benefits under the Cash Balance Plan, you agree that you will get only the difference, if any, between what you have been paid under the Severance Agreement and what you would get under that ruling. You are free to consult with counsel representing the plaintiff class in the Cash Balance Plan Litigation, whose names and addresses are attached. You may, of course, contact any other lawyer. You are encouraged to discuss this matter with the lawyer of your own choosing.

Section 8. Governing Law. This Release shall be interpreted, construed and governed according to the laws of the State of Texas, without reference to conflicts of law principles thereof.

Section 9. Severability. It is understood by you and the Company that if any part of this Release of Claims is held by a court to be invalid, the remaining portions shall not be affected.

This RELEASE OF CLAIMS is executed by the Employee and delivered to the Company on                                              .

EMPLOYEE
	[not to be signed upon execution of Change in Control Agreement]

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EX-99.1

Exhibit 99.1

	NEWS RELEASE
Dec. 19, 2006	MEDIA CONTACTS:
	Duke Energy Mark Craft	704/382-7364
	Spectra Energy Gretchen Krueger	713/627-4072
	24-Hour:	704/382-8333
	ANALYST CONTACTS:
	Duke Energy Sean Trauschke	980/373-7905
	Spectra Energy John Arensdorf	704/382-5087

Duke Energy and Spectra Energy Announce Changes in Boards of

Directors in Anticipation of January Gas Business Spinoff

• Spectra Energy Announces New Board of Directors

• Jim Rogers Elected Chairman of the Board of Duke Energy

CHARLOTTE, N.C. – Spectra Energy today announced its new board of directors, including the election of two new members and the previously announced five members of the Duke Energy board of directors.

Duke Energy also announced that James E. Rogers, currently president and chief executive officer of Duke Energy, was elected to replace Paul M. Anderson as chairman of the Duke Energy board. Anderson is resigning to become chairman of the board of Spectra Energy.

The elections and resignations will be effective on the distribution date for the spinoff of Duke Energy’s natural gas businesses into the stand-alone, publicly traded Spectra Energy Corp. (NYSE: SE), currently targeted for Jan. 2, 2007.

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Elected to the Spectra Energy board today as independent directors were Austin A. Adams and Peter B. Hamilton. Adams retired earlier this year from J.P. Morgan Chase & Co., where he was chief information officer. Hamilton is currently vice chairman and president, Boat Division at Brunswick Corporation. The election of Adams and Hamilton to join the Spectra Energy board is also effective on the distribution date of the spinoff.

“These individuals bring a fresh perspective, varied experience and different expertise to the new company,” Anderson said. “We are pleased they have agreed to join the Spectra Energy board.”

In addition to Anderson, current Duke Energy board members who will be leaving to join the Spectra Energy board are: Roger Agnelli, William T. Esrey, Dennis R. Hendrix and Michael E.J. Phelps.

Previously elected members to the Spectra Energy board also include Fred J. Fowler, who will become Spectra Energy president and chief executive officer, and Martha B. Wyrsch, who will become president and chief executive officer of Spectra Energy Transmission.

With the two new additions, the Spectra Energy board will have nine members once it becomes a stand-alone, publicly traded company. Additional board members are expected to be named during the first quarter 2007.

“The combination of experienced Duke Energy directors, Spectra Energy senior management and the two new independent board members named today, will give the Spectra Energy board a comprehensive and diverse set of perspectives,” Anderson said. “We are building a strong board to ensure a smooth launch of this new company that will help to create value for our shareholders.”

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The Duke Energy board will have 10 members. In addition to Rogers, the other nine directors remaining with the Duke Energy board are: William (Bill) Barnet III, G. Alex Bernhardt Sr., Michael G. Browning, Phillip R. Cox, Ann M. Gray, James H. Hance Jr., James T. Rhodes, Mary L. Schapiro and Dudley S. Taft. Additional board members are expected to be named next year.

“We are pleased with the quality of talent and experience we’ve been able to assemble for both boards,” Rogers said. “I look forward to working with the Duke Energy board to maintain the company’s position as an industry leader.”

Spectra Energy Corp, created from the separation of Duke Energy’s natural gas businesses, is expected to be North America’s premier pure-play natural gas midstream company that will serve three key links in the natural gas value chain: gathering and processing, transmission and storage, and distribution. For close to a century, Spectra Energy and its predecessor companies have developed critically important pipelines and related energy infrastructure that connects natural gas supply sources to premium markets.

Based in Houston, Texas, the company operates in the United States and Canada approximately 17,500 miles of transmission pipeline, 250 billion cubic feet of storage, natural gas gathering and processing, natural gas liquids operations and local distribution assets. Spectra Energy also has a 50 percent ownership in Duke Energy Field Services (to be called DCP Midstream), one of the largest natural gas gatherers and processors in the United States.

Spectra Energy shares currently are traded in the when-issued market under the listing symbol SE-WI. Effective Jan. 2, 2007, the shares are expected to trade on the New York Stock Exchange under the listing symbol SE.

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Duke Energy is a diversified energy company with a portfolio of natural gas and electric businesses, both regulated and unregulated, and an affiliated real estate company. Duke Energy supplies, delivers and processes energy for customers in the Americas. Headquartered in Charlotte, N.C., Duke Energy is a Fortune 500 company traded on the New York Stock Exchange under the symbol DUK. More information about the company is available on the Internet at: http://www.duke-energy.com.

Forward-looking statements

This release includes statements that do not directly or exclusively relate to historical facts. Such statements are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. One can typically identify forward-looking statements by the use of forward-looking words such as: may, will, could, project, believe, expect, estimate, continue, potential, plan, forecast and other similar words. Those statements represent Duke Energy’s intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors, many of which are outside Duke Energy’s control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. Those factors include: state, federal and foreign legislative and regulatory initiatives that affect cost and investment recovery, have an impact on rate structures, and affect the speed at and degree to which competition enters the electric and natural gas industries; the outcomes of litigation and regulatory investigations, proceedings or inquiries; industrial, commercial and residential growth in Duke Energy’s service territories; additional competition in electric or gas markets and continued industry consolidation; the influence of weather and other natural phenomena on company operations, including the economic, operational and other effects of hurricanes, ice storms, tornados or other natural phenomena; the timing and extent of changes in commodity prices, interest rates and foreign currency

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exchange rates; general economic conditions, including any potential effects arising from terrorist attacks and any consequential hostilities; changes in environmental and other laws and regulations to which Duke Energy and its subsidiaries are subject; the results of financing efforts, including Duke Energy’s ability to obtain financing on favorable terms, which can be affected by various factors, including Duke Energy’s credit ratings and general economic conditions; declines in the market prices of equity securities and resultant cash funding requirements for Duke Energy’s defined benefit pension plans; the level of creditworthiness of counterparties to Duke Energy’s transactions; the amount of collateral required to be posted from time to time in Duke Energy’s transactions; growth in opportunities for Duke Energy’s business units, including the timing and success of efforts to develop domestic and international power, pipeline, gathering, liquefied natural gas, processing and other projects; the performance of electric generation, pipeline and gas processing facilities; the extent of success in connecting natural gas supplies to gathering and processing systems and in connecting and expanding gas and electric markets; the effect of accounting pronouncements issued periodically by accounting standard-setting bodies; conditions of the capital markets and equity markets during the periods covered by the forward-looking statements; the ability to successfully complete merger, acquisition or divestiture plans, including the prices in which Duke Energy is able to sell assets; regulatory or other limitations imposed as a result of a merger, acquisition or divestiture; and the success of the business following a merger, acquisition or divestiture.

In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than Duke Energy has described. Duke Energy undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Information contained in this release is unaudited, and is subject to change.

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