Amendment # 3 to the Transition Services Agreement



 Exhibit 10.3 
  
 Execution Copy 
  
 THIRD AMENDMENT 
 TO 
 TRANSITION SERVICES AGREEMENT 
  
 THIS THIRD AMENDMENT TO TRANSITION SERVICES AGREEMENT (this “Amendment”) is entered into as of April 30, 2007 (the “Effective Date”), by and between Duke Energy Corporation, a Delaware corporation
(“Duke Energy”), and Spectra Energy Corp (f/k/a Gas SpinCo, Inc.), a Delaware corporation (“Spectra Energy”), each a “Party” and together, the “Parties”. 
  
 R E C I T A L S: 
  
 WHEREAS, the Parties have entered into that certain Transition Services Agreement dated as of December 13, 2006, as amended by
that certain First Amendment to Transition Services Agreement dated as of January 1, 2007, and that certain Second Amendment to Transition Services Agreement dated as of March 30, 2007 (as so amended, the “Transition Services
Agreement”); and 
  
 WHEREAS, each Party has determined that it is
in the best interests of its stockholders to amend the Transition Services Agreement as described in this Amendment. 
  
 NOW, THEREFORE, in consideration of the foregoing premises, the mutual promises and covenants hereinafter set forth, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree, effective as of the Effective Date, as follows: 
  
 1. Definitions. 
 All capitalized terms used herein and not otherwise
defined herein shall have the respective meanings set forth (or otherwise provided for) in the Transition Services Agreement. 
  
 2. Amendment to Extend the Services Term for Certain Duke Energy Services Described in Schedule A-41 (Spectra Energy Email Services). 
 The Schedules to the Transition Services Agreement are hereby amended by deleting the number “4”
and the phrase “4/30/07” in the 2nd box (titled “SameTime (IBM) – Instant Messaging and On-line Meetings (31)) in the table set forth in Part I of Schedule A-41 (Spectra Energy Email Services), and substituting in
lieu thereof the number “5” and the phrase “5/31/07”, respectively. 
  
 3. Miscellaneous. 
 All Sections under Section 15 of the Transition Services Agreement are hereby incorporated in this Amendment
by this reference, provided that any references in such Sections to the “Agreement” or similar references shall be substituted for references to this Amendment. Except as modified herein, the terms of the Transition Services Agreement
remain in full force and effect, and all references therein to the “Agreement” shall be deemed to mean the Transition Services Agreement as amended by this Amendment. Execution of this Amendment by facsimile or other electronic copy of a
signature shall be deemed to be, and shall have the same effect as, execution by original signature. 
  
 [Signature Page Follows] 
  
 IN
WITNESS WHEREOF, the Parties caused this Third Amendment to Transition Services Agreement to be duly executed, all effective as of the Effective Date. 
  

			
	 Duke Energy:

	
	 DUKE ENERGY CORPORATION

	 By:
	 	 /s/    DAVID L. HAUSER

	 Name:
	 	 David L. Hauser

	 Title:
	 	 Group Executive and Chief Financial Officer

	
	 Spectra Energy:

	
	 SPECTRA ENERGY Corp

	 By:
	 	 /s/    WILLIAM S. GARNER,
JR.

	 Name:
	 	 William S. Garner, Jr.

	 Title:
	 	 Group Executive and General Counsel