Exhibit








EXHIBIT 10.4


SPECTRA ENERGY CORP PHANTOM STOCK AWARD AGREEMENT




This Phantom Stock Award Agreement (the “Agreement”) has been made as of                   ,          (the “Date of Grant”) between Spectra Energy Corp, a Delaware corporation, with its principal offices in Houston, Texas (the “Company”), and __________
(the “Grantee”).


RECITALS


Under  the  amended  and  restated  Spectra  Energy  Corp  2007  Long-Term Incentive Plan as it may, from time to time, be amended (the “Plan”), the Compensation Committee  of  the  Board  of  Directors  of  the  Company  (the  “Committee”),  or  its delegatee, has determined the form of this Agreement (which also includes Schedule A hereto or Schedule B hereto, as applicable to the Grantee) and selected the Grantee,              as an Employee, to receive the award evidenced by this Agreement (the “Award”) and                     the Phantom Stock units and tandem Dividend Equivalents that are subject hereto.  The basis for the Award is to provide an incentive for the Employee to remain with the                   Company and to improve Employee retention.  Awards are not intended for Employees who have given notice of resignation or who have been given notice of termination by                    the Company or an employing Subsidiary, and will not accrue to Employees once such notices are given.  For clarity, Awards do not accrue for Employees who have received notice, given notice or have been determined to be entitled to a notice period by a court, and no damages suffered by an Employee due to lack of sufficient notice will include compensation for loss of vesting rights or accrual of an Award, notwithstanding any statutory, contractual, or common law period of notice of termination, or compensation                  in lieu of such notice, to which an employee may be entitled.  The applicable provisions                of the Plan are incorporated in this Agreement by reference, including the definitions of terms contained in the Plan (unless such terms are otherwise defined herein).


AWARD


In accordance with the Plan, the Company has made this Award, effective as of                   the Date of Grant and upon the following terms and conditions:




Section 1.    Number and Nature of Phantom Stock Units and Tandem Dividend Equivalents.  The number of Phantom Stock units and the number of tandem Dividend Equivalents subject to this Award are each                        (______).  Each Phantom Stock unit, upon becoming vested before its expiration, represents a right to receive payment           in the form of cash equal to the Fair Market Value of one (1) share of Common Stock.                Each tandem Dividend Equivalent represents a right to receive cash payments                     equivalent to the amount of cash dividends declared and paid on one (1) share of                  Common Stock after the Date of Grant and before the Dividend Equivalent expires. Phantom   Stock   units   and   Dividend   Equivalents   are   used   solely   as   units   of measurement, and are not shares of Common Stock and the Grantee is not, and has no rights  as,  a  shareholder  of  the  Company by virtue of this Award.  The Phantom Stock


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units and Dividend Equivalents subject to this Award have been awarded to the Grantee in respect of services to be performed by the Grantee exclusively in and after the year in which the Award is made.


Section 2.    Vesting of Phantom Stock Units.  The specified percentage of the Phantom Stock units subject to this Award, and not previously forfeited, shall vest, with such percentage considered satisfied to the extent such Phantom Stock units have previously vested, as follows:


(a)      Generally.  100% upon Grantee continuously remaining an Employee of                the Company, including Subsidiaries, through the third anniversary of the Date of Grant (the “Vesting Period”).


(b)    Retirement.   If Grantee’s employment with the Company, including Subsidiaries, terminates at a time when Grantee is eligible for an immediately payable early or normal retirement benefit under the Spectra Energy Retirement Cash Balance Plan or under another retirement plan of the Company or Subsidiary, which plan the Committee, or its delegatee, in its sole discretion, determines to be the functional                equivalent of the Spectra Energy Retirement Cash Balance Plan, then the number of Phantom Stock units and tandem Dividend Equivalents to which the Grantee shall have    a right to payment hereunder shall be prorated to reflect the number of months of the Vesting Period during which the Grantee’s active employment with the Company,                 including Subsidiaries, (“Active Employment”) continued, and the remaining Phantom  Stock units not vested shall be forfeited.  Solely for purposes of calculating the prorated payment in the preceding sentence, if the Grantee’s Active Employment continued for at least one (1) day during a calendar month in the Vesting Period, Grantee’s Active Employment shall be considered to have continued for the entirety of such month, but in no event for more than thirty-six (36) months.  Grantee shall be considered to have                   “retired” but Grantee’s employment shall be considered to continue, with continued                vesting under Section 2(a) with respect to the prorated payment determined in                accordance with the above, (i) unless the Committee or its delegatee, in its sole                        discretion, determines that (A) Grantee is in violation of any obligation identified in                  Section 4 or (B) the termination of Grantee’s employment is for Cause, in which case all Phantom Stock units not previously vested shall be forfeited, or (ii) unless the Grantee dies, in which case the  Phantom  Stock  units  subject  to  the  provisions  of this Section 2(b) shall vest in accordance with Section 2(c).  The additional provisions of Section 1 of
Schedule B hereto are incorporated herein if Schedule B is applicable to the Grantee.


(c)      Death  or  Disability.     If  Grantee’s  employment  with  the  Company, including Subsidiaries, terminates (i) as the result of Grantee’s death or (ii) as the result  of Grantee’s “permanent and total disability,” as defined in Section 1 of Schedule A             hereto or Section 2 of Schedule B hereto, as applicable to the Grantee, 100% of the                Phantom Stock units subject to this Award shall vest immediately.


(d)     Involuntary Termination Without Cause.  If Grantee’s employment is terminated by the Company, or employing Subsidiary, other than for Cause, regardless              of  reason  for  termination  or  the  party  giving  notice, (i) the number of Phantom Stock




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units and tandem Dividend Equivalents to which the Grantee shall have a right to                   payment hereunder shall be prorated to reflect the number of months of Active              Employment  during  the  Vesting  Period,  and  shall  vest  immediately,  and  (ii)  the remaining Phantom Stock units shall be forfeited.  Solely for purposes of calculating the prorated payment in clause (i) of the preceding sentence, if the Grantee’s Active Employment continued for at least one (1) day during a calendar month in the Vesting Period, Grantee’s Active Employment shall be considered to have continued for the              entire month, but in no event for more than thirty-six (36) months.  The additional               provisions of Section 3 of Schedule B hereto are incorporated herein if Schedule B  is applicable to the Grantee.


(e)    Change  in  Control.       All  Phantom  Stock  units  and  tandem Dividend
Equivalents  to  which  the  Grantee  has  the  right  to  payment  hereunder  shall  become
100% vested to the extent not yet vested as provided for in Section 2 above, if, following the occurrence of a Change in Control and before the second anniversary of such occurrence,  (A)  the  Grantee’s  employment  is  terminated  involuntarily,  and  not  for Cause, by the Company, or employing Subsidiary, or their successor; or (B) such employment is terminated by the Grantee for Good Reason.


For the purposes of this Agreement, “Good Reason” is defined as the occurrence (without the Grantee’s express written consent) of any of the following, unless such act      or failure to act is corrected, prior to the effective date of Grantee’s termination of employment, as specified in Grantee’s notice termination, as provided in the following paragraph: (A) a substantial adverse alteration in the nature or status of the Grantee’s responsibilities; (B) a material reduction in the Grantee’s annual base salary; (C) a                  material reduction in the Grantee’s target annual bonus; (D) the elimination of any                  material employee benefit plan in which the Grantee is a participant or the material  reduction of Grantee’s benefits under such plan, unless the Company either (1)             immediately replaces such employee benefit plan or unless the Grantee is permitted to immediately participate in other employee benefit plan(s) providing the Grantee with a substantially equivalent value of benefits in the aggregate to those eliminated or             materially reduced, or (2) immediately provides the Grantee with other forms of compensation of comparable value to that being eliminated or reduced; (E) a relocation without the written consent of the Grantee that requires the Grantee to report to a work location more than thirty-five (35) miles from the work location to which the Grantee was assigned prior to the Change in Control.


Grantee is required to provide notice to the Company (or its successor) of the existence of any of the conditions set forth in the “Good Reason” definition in this                      Section 2(e) at least fifteen (15), but not more than sixty (60), days prior to the date of Grantee’s termination of employment.  Upon receipt of such notice, the Company (or its successor) may, prior to the effective date of Grantee’s termination of employment, cure or remedy such condition.  If Grantee terminates from employment after providing notice and after the Company (or its successor) has cured the condition within the time frame     set forth in this Section 2(e), then such termination of employment will be considered to    be a voluntary termination of employment, and not a separation for Good Reason.






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The Grantee’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 pursuant to      the foregoing provisions of this Section 2(e).


Section 3.     Definition  of  “Cause  .”  For the purposes of this Agreement, “Cause” for  termination  by  the  Company  or  an  employing  Subsidiary  of  the Grantee’s employment  shall  include:  (i)  a material failure by the Grantee to carry  out, or    malfeasance or gross insubordination in carrying out, reasonably assigned duties or instructions consistent with the Grantee’s position, (ii) the final conviction of the Grantee of a (A) felony, (B) crime or criminal offense involving moral turpitude, or (C) criminal or summary  conviction  offense  that  is  related  to  the Grantee’s  employment  with  the Company  or  an  employing  Subsidiary,  (iii)  an egregious  act  of  dishonesty  by  the Grantee (including, without limitation, theft or embezzlement) in connection with employment, or a malicious action by the Grantee toward the customers or employees     of the Company or any affiliate, (iv) a material breach by the Grantee of the Company’s Code  of  Business  Ethics,  (v)  the  failure of  the  Grantee  to  cooperate  fully  with governmental investigations  involving  the Company or its affiliates, or (vi) the usual meaning of just cause under Canadian common law, if applicable; all as determined by the Company in its sole discretion.


Section 4.    Violation of Grantee Obligation.   In consideration of the continued vesting opportunity provided under Section 2 following the termination of Grantee’s continuous employment by the Company, including Subsidiaries, if Grantee is                     considered “retired”, Grantee agrees to the noncompetition and other restrictions set                    forth in Section 2 of Schedule A hereto or Section 4 of Schedule B hereto, as applicable to the Grantee.  In the event that Grantee violates applicable noncompetition and other restrictions, the continued vesting opportunity provided under Section 2 shall terminate and be forfeited.


Section 5.    Forfeiture/Expiration.    Any  Phantom  Stock  unit  subject  to  this Award shall be forfeited upon notice of the termination of Grantee’s continuous                 employment with the Company and its Subsidiaries, whether such notice is given by the Grantee or by the Company, including Subsidiaries, from the Date of Grant, except to                  the extent otherwise provided in Section 2, and, if not previously vested, deferred or   forfeited, shall expire immediately before the third anniversary of the Date of Grant.  Any Dividend Equivalent subject to this Award shall expire at the time the unit of Phantom                 Stock with respect to which the Dividend Equivalent is in tandem (i) is vested and paid,               or, to the extent permitted by the laws of the applicable jurisdiction, deferred, (ii) is                     forfeited, or (iii) expires.  The additional provisions of Section 5 of Schedule B hereto are incorporated herein if Schedule B is applicable to the Grantee.


Section 6.    Dividend  Equivalent  Payments.    Payment  with  respect  to  any Dividend Equivalent subject to this Award that is in tandem with a Phantom Stock unit                   that is vested and paid shall be paid in a single lump sum cash payment as soon as practicable following the vesting and payment of the Phantom Stock unit, and in no                         event later than the end of the third calendar year following the year of the Date of                             Grant, except, if the vested Phantom Stock unit is  deferred  by  the Grantee as provided




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in Section 7, payment with respect to the tandem Dividend Equivalent shall likewise be deferred.  Payment under this Section 6 shall be made not later than thirty (30) days                        after payment hereunder of the related tandem Phantom Stock units.  The Dividend Equivalent payment amount shall equal the aggregate cash dividends declared and                   paid with respect to one (1) share of Common Stock for the period beginning on the                       Date of Grant and ending on the date the vested, tandem Phantom Stock unit is paid or deferred and before the Dividend Equivalent expires.  However, should the Grantee              receive payment of Phantom Stock units under this Award without the right to receive a dividend and, because of the timing of the declaration of such dividend, the Grantee is                 not otherwise entitled to payment under the expiring Dividend Equivalent with respect to such dividend, the Grantee, nevertheless, shall be entitled to such payment.  Dividend Equivalent payments shall be subject to withholding for taxes.   Notwithstanding any                   other provision hereof, to the extent necessary for this Agreement not to be construed                     as a salary deferral arrangement under Canadian law, in no event will any Dividend Equivalent to which the Grantee may be entitled vest, or will the right to receive a                       payment in respect of any Dividend Equivalent arise, after December 30 of the calendar year which is three years following the end of the year in which any portion of the                  services to which the award of such Dividend Equivalent relates were performed by the Grantee, and in the event this would, apart from this provision, occur, notwithstanding                 any other provision hereof, the applicable Dividend Equivalent will vest and the Grantee will be entitled to receive payment of such Dividend Equivalent on December 30 (or the first date prior thereto that is not a Saturday, Sunday or holiday) in the first calendar                      year which is three years following the end of the year in which any portion of the                        services to which the award of such Dividend Equivalent relates were performed by the Grantee.


Section 7.    Payment of Phantom Stock Units.   Payment of Phantom Stock                 units subject to this Award shall be made to the Grantee in a single lump sum cash                    payment as soon as practicable following the time such units become vested in                accordance with Section 2 prior to their expiration but in no event later than thirty (30)                days following such vesting and in no event later than the end of the third calendar year following the year of the Date of Grant, except to the extent deferred by Grantee in accordance with such procedures as the Committee, or its delegatee, may prescribe consistent with the requirements of Code Section 409A or any Canadian law equivalent, as applicable.   Any deferral of Phantom Stock units by the Grantee hereunder shall                       apply  to  both  the  shares  of  Common  Stock  and  the  related  tandem  Dividend Equivalents.  Payment shall be subject to withholding for taxes.  Payment shall be in the form of cash equal to the Fair Market Value of one (1) share of Common Stock for each full vested unit of Phantom Stock, and any fractional vested unit of Phantom Stock shall be rounded up to the next whole share for purposes of both vesting under Section 2 and payment under this Section 7.


Section 8.    No Employment Right.   Nothing in this Agreement or in the Plan                     shall confer upon the Grantee the right to continued employment by the Company or                         any Subsidiary, or affect the right of the Company or any Subsidiary to terminate the employment or service of the Grantee at any time for any reason.






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Section 9.    Nonalienation.  The Phantom Stock units and Dividend Equivalents subject to this Award are not assignable or transferable by the Grantee.  Upon any                     attempt to transfer, assign, pledge, hypothecate, sell or otherwise dispose of any such Phantom Stock unit or Dividend Equivalent, or of any right or privilege conferred hereby, or upon the levy of any attachment or similar process upon such Phantom Stock unit or Dividend Equivalent, or upon such right or privilege, such Phantom Stock unit or                     Dividend Equivalent, or right or privilege, shall immediately become null and void.


Section 10.  Determinations. Determinations by the Committee, or its delegatee, shall be final and conclusive with respect to the interpretation of the Plan and this Agreement.


Section 11.  Governing Law and Severability.  The validity and construction of              this Agreement shall be governed by the laws of the state of Delaware applicable to transactions taking place entirely within that state.  The invalidity of any provision of this Agreement shall not affect any other provision of this Agreement, which shall remain in    full force and effect.


Section 12.   Code Section 409A.   Notwithstanding any provision of this                  Agreement to the contrary, for the purposes of this Agreement, the termination of                 Grantee’s employment shall not result in the payment of any amount hereunder that is subject to, and not exempt from, Code Section 409A, unless such termination of employment  constitutes  a  “separation  from  service”  as  defined  under  Code Section
409A.  Further, notwithstanding any provision of this Agreement to the contrary, if any payment or other benefit provided herein would be subject to unfavorable tax      consequences under Code Section 409A  because  the  timing  of  such  payment  is not
delayed as provided in Code Section 409A for a “specified employee” (within the            meaning of Code Section 409A), then if the Grantee is a “specified employee,” any such payment that the Grantee would otherwise be entitled to receive during the first six (6) months following Grantee’s termination of employment from the Company, including Subsidiaries, shall be accumulated and paid, within thirty (30) days after the date that is six (6) months following the Grantee’s date of termination of employment from the Company, including Subsidiaries, or such earlier date upon which such amount can be paid   under  Code  Section  409A   without   being   subject   to   such   unfavorable   tax
consequences such as, for example, upon the Grantee’s death.


Section 13.   Conflicts  with  Plan,  Correction  of  Errors,  Grantee’s Consent, and Amendments.   In the event that any provision of this Agreement conflicts in any way         with a provision of the Plan, such Plan provision shall be controlling and the applicable provision of this Agreement shall be without force and effect to the extent necessary to cause such Plan provision to be controlling.   In the event that, due to administrative          error, this Agreement does not accurately reflect a  Phantom Stock Award properly       granted to Grantee pursuant to the Plan, the Company, acting through its Executive Compensation Department, reserves the right to cancel any erroneous document and, if appropriate, to replace the cancelled document with a corrected document.   It is the intention of the Company and the Grantee that this Agreement either (i) comply with the salary  deferral  arrangement  rules  under  Canadian  law  and  Code  Section 409A, as




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applicable, or (ii) not be construed as a salary deferral arrangement under Canadian law and be exempt from Code Section 409A, to the extent applicable.  Accordingly, this Agreement shall be interpreted as necessary and to the extent legally permissible to                comply  with  the  requirements  of,  or  exemption  under,  Canadian  law  and  Code Section 409A, as applicable, as determined by the Committee or its delegatee.  Grantee shall also be deemed to consent to any amendment of the Plan or the Agreement as the Committee may reasonably make in furtherance of such intention, and the Committee                shall promptly provide, or make available to, the Grantee a copy of any such                        amendment.  Finally, this Agreement may be amended or modified at any time and from time to time by action of the Committee.


Section 14.  Grantee  Confidentiality  Obligations.    In  accepting  this  Phantom Stock Award, Grantee acknowledges that Grantee is obligated under Company policy,                and under federal, state, provincial and other applicable law, to protect and safeguard                    the confidentiality of trade secrets and other proprietary and confidential information belonging to the Company and its affiliates that are acquired by Grantee during                           Grantee’s employment with the Company and its affiliates, and that such obligations continue beyond the termination of such employment.  Grantee agrees to notify any subsequent employer of such obligations and that the Company and its affiliates, in                         order to enforce such obligations, may pursue legal recourse not only against Grantee, but against a subsequent employer of Grantee.   Grantee agrees that he shall not                                disclose the existence or terms of this Agreement to anyone other than his spouse, tax advisor(s) and/or attorney(s), provided that he first obtains the agreement of such                    persons to be bound by the confidentiality provisions of this paragraph.  Grantee also agrees  to  immediately  give  the  Company  written  notice  in  accordance  with  the provisions of this Agreement in the event he is legally required to disclose any of the confidential information covered by the provisions of this paragraph.


Section  15.    Nonsolicitation.  Grantee  further  agrees  that  he  will  not,  either directly or indirectly, solicit, hire or employ, or cause any other person, company, or                        entity to solicit, hire or employ, any employee or contractor retained or employed by the Company or its affiliates during the period of Grantee’s employment and for the period                set forth in Section 3 of Schedule A hereto or Section 6 of Schedule B hereto, as                    applicable to the Grantee. The provisions of this paragraph shall not apply to contact    initiated by an employee or contractor of the Company or its affiliates in response to a general solicitation of applications for employment.  Grantee agrees that this Agreement is subject to the provisions of this paragraph.


Section 16.   Notices.   All notices under this Agreement shall be mailed or                   delivered by hand to the parties at their respective addresses set forth beneath their signatures below or at such other address as may be designated in writing by either                       party to the other party, or to their permitted transferees if applicable.  Notices shall be effective upon receipt.


Section 17.  Payments Subject to Clawback.   To the extent that any payment                 under this Agreement is subject to clawback under Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act,  as  it  may  be  amended  from time to time,






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such amount will be clawed back in appropriate circumstances, as determined under               the terms and conditions prescribed by such Act and the authority issued thereunder. Further, the Company will be entitled to the extent permitted or required by any other applicable law and/or Company policy as in effect from time to time (including, but not limited to, the Policy on Recovery of Executive Compensation) to recoup compensation    of whatever kind paid by the Company or any of its affiliates at any time to the Grantee pursuant to this Agreement.


Section 18.   Equitable Remedies.   Grantee hereby acknowledges and agrees  that a breach of Grantee’s obligations under this Agreement would result in damages to the Company that could not be adequately compensated for by monetary award. Accordingly,  in  the  event  of  any  such  breach  by  Grantee,  in  addition  to  all  other remedies available to the Company at law or in equity, the Company will be entitled as a matter of right to apply to a court of competent jurisdiction for such relief by way of   restraining order, injunction, decree or otherwise, as may be appropriate to ensure compliance with the provisions of this Agreement.


Section 19.  Arbitration Agreement.  The Grantee and the Company both agree          that any dispute arising out of or related to this Agreement, which does not involve the Company seeking a court injunction or other relief as provided for in Section 18, shall be resolved by binding arbitration under the employment dispute resolution rules of the American Arbitration Association and that any proceeding under the provisions of this Section 19 shall be held in Houston, Texas.  The parties both irrevocably WAIVE ANY                 AND ALL RIGHTS TO A JURY as to any and all claims and issues in any such dispute.                By this provision, both the Grantee and the Company understand and agree that any                       and all claims and issues in such dispute shall be decided by such arbitration                        proceeding.


Notwithstanding   the   foregoing,   this  Award  is  subject  to  cancellation  by the
Company in its sole discretion unless the Grantee, by not later than _____________ __,
 _____, has signed a duplicate of this Agreement, in the space provided below, and        returned the signed duplicate to the Executive Compensation Department - Phantom        Stock (WO 1O23), Spectra Energy Corp, P. O. Box 1642, Houston, TX 77251-1642,                   which, if, and to the extent, permitted by the Executive Compensation Department, may be accomplished by electronic means.


       [Signature Page Follows]




























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IN  WITNESS  WHEREOF,  the  Company  has  caused  this  Agreement  to  be executed and granted in Houston, Texas, to be effective as of the Date of Grant.
ATTEST:                SPECTRA ENERGY CORP






By:  ___________________    By:  __________________________________


Corporate Secretary                 Chair, President & CEO, Spectra Energy Corp






Address for Notices:


5400 Westheimer Court
Mail Drop 1O23
Houston, Texas 77056


Attention: Karen Gowder


Acceptance of Phantom Stock Award


IN WITNESS OF Grantee’s acceptance of this Award and Grantee’s agreement to be bound by the provisions of this Agreement and the Plan, Grantee has signed this Agreement this           day of                                            ,         .








___________________________________________
  Grantee’s Signature






___________________________________________
  (print name)




___________________________________________
  (employee ID)


Address for Notices:


            
___________________________________________
  (address)




___________________________________________
  (address)






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SCHEDULE A


This Schedule A and the provisions hereof shall apply to the Grantee if (and only               if) the Grantee is on the payroll of one of the Company’s directly or indirectly held or majority or greater-owned subsidiaries or affiliates that is a United States                            entity.


Section 1.    For  purposes of Section  2(c)  of  the  Agreement,  “permanent  and     total disability” shall have the meaning set forth in Code Section 22(e)(3).


Section 2.    The following  provisions shall apply for purposes of Section 4 of the
Agreement:


Grantee agrees that during the period beginning with such termination of employment and ending with the third anniversary of the Date of Grant (“Restricted Period”), Grantee shall not (i) without the prior written consent of the Company, or its delegatee, become employed by, serve as a             principal, partner, or member of the board of directors of, or in any similar capacity with, or otherwise provide service to, a competitor, to the                    detriment,  of  the  Company  or  any  Subsidiary  or  (ii)  violate  any  of Grantee’s other noncompetition obligations, or any of Grantee’s nonsolicitation or nondisclosure obligations, to the Company or any Subsidiary.  The noncompetition obligations of clause (i) of the preceding sentence  shall  be  limited  in  scope  and  shall  be  effective  only  to competition with the Company or any Subsidiary in the businesses of: gathering, processing or transmission of natural gas, resale or arranging              for the purchase or for the resale, brokering, marketing, or trading of                        natural gas or crude oil, electricity 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, or of       crude oil; sales and marketing of electric power and natural gas,                    domestically and abroad; and any other business in which the Company, including Subsidiaries, is engaged at the termination of Grantee’s                    continuous employment by the Company, including Subsidiaries; and                   within the following geographical areas (i) any country in the world where    the Company has at least US$25 million in capital deployed as of                     termination of Grantee’s continuous employment by Company, including Subsidiaries; (ii) the continent of North America; (iii) the United States of America and Canada; (iv) the states of (A) Virginia, (B) Georgia, (C)                          Florida, (D) Texas, (E) California, (F) Massachusetts, (G) Illinois, (H) Michigan, (I) New York, (J) Colorado, (K) Oklahoma, (L) Kentucky, (M)                    Ohio,  (N)  Louisiana,  (O)  Kansas,  (P)  Montana,  (Q)  Missouri,  (R)  Nebraska, and (S) Wyoming; and (v) any state or states or province or provinces in which was conducted a business of the Company, including Subsidiaries, which business constituted a substantial portion of Grantee’s






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employment.  The Company and Grantee intend the above restrictions on competition in geographical areas to be entirely severable and                  independent, and any invalidity or enforceability of this provision with                 respect to any one or more of such restrictions, including geographical                   areas, shall not render this provision unenforceable as applied to any one  or more of the other restrictions, including geographical areas.  If any part               of this provision is held to be unenforceable because of the duration,                       scope or area covered, the Company and Grantee agree to modify such                  part, or that the court making such holding shall have the power to modify such part, to reduce its duration, scope or area, including deletion of                           specific words and phrases, i.e., “blue penciling”, and in its modified,                        reduced or blue pencil form, such part shall become enforceable and shall be enforced.  Nothing herein shall be construed to prohibit Grantee being retained during the Restricted Period in a capacity as an attorney licensed to practice law, or to restrict Grantee providing advice and counsel in such capacity, in any jurisdiction where such prohibition or restriction is contrary to law.


Section 3.    The  nonsolicitation  period  for  purposes  of  Section  15  of  the Agreement is a period of three (3) years following Grantee’s termination of employment with the Company and its affiliates.












































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                                                           SCHEDULE B


This Schedule B and the provisions hereof shall apply to the Grantee if (and only              if) the Grantee is on the payroll of one of the Company’s directly or indirectly held or majority or greater-owned subsidiaries or affiliates that is a Canadian entity.


Section 1.    The following provisions shall be incorporated at the end of Section  2(b) of the Agreement:


The date of the termination of Grantee’s continuous employment with the Company for the purposes of this Section 2(b) shall be deemed to be the date on which any notice of termination of employment provided to or by       such Grantee is stated to be effective (or in the case of an alleged                constructive  dismissal,  the  date  on  which  the  alleged  constructive dismissal is alleged to have occurred), and not during or as of the end of               any period following such date during which the Grantee is in receipt of, or entitled to receive, statutory, contractual, or common law notice of               termination or any compensation in lieu of such notice.


Section 2.    For purposes of Section 2(c) of the Agreement, an individual shall             be considered to have a “permanent and total disability” if the individual is unable to                   engage in any substantial gainful activity by reason of any medically determinable                   physical or mental impairment which can be expected to result in death or which has                 lasted or can be expected to last for a continuous period of not less than twelve (12)                  months.


Section 3.    The following provisions shall be incorporated at the end of Section
2(d) of the Agreement:


The date that the Grantee’s employment is terminated by the Company, including Subsidiaries, other than for Cause for the purposes of this                    Section 2(d) shall be deemed to be the date on which any notice of termination of employment provided to such Grantee is stated to be                   effective (or in the case of an alleged constructive dismissal, the date on which the alleged constructive dismissal is alleged to have occurred), and not during or as of the end of any period following such date during which the Grantee is in receipt of, or entitled to receive, statutory, contractual, or common law notice of termination or any compensation in lieu of such                       notice.


Section 4.    The following provisions shall apply for purposes of Section 4 of the
Agreement:


Grantee agrees that during the period beginning with such termination of employment and ending with the earlier of (1) the third anniversary of the Date of Grant or (2) the first anniversary of the date of such termination of






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employment ("Restricted Period"), Grantee shall not (i) without the prior written consent of the Company, or its delegatee, become employed by,              serve as a principal, partner, or member of the board of directors of, or in               any similar capacity with, or otherwise provide service to, a competitor, to    the detriment, of the Company or any Subsidiary or (ii) violate any of   Grantee's other noncompetition obligations, or any of Grantee's nonsolicitation or nondisclosure obligations, to the Company or any Subsidiary.  The noncompetition obligations of clause (i) of the preceding sentence  shall  be  limited  in  scope  and  shall  be  effective  only  to competition with the Company or any Subsidiary in the businesses of: gathering, processing or transmission of natural gas or crude oil, resale or arranging for the purchase or for the resale, brokering, marketing, or                   trading of natural gas, electricity 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, or of    crude oil; sales and marketing of electric power and natural gas,                   domestically and abroad; and any other business in which the Company, including Subsidiaries, is engaged at the termination of Grantee’s                  continuous employment by the Company, including Subsidiaries; and                     within the geographical area of the province in which Grantee was                   employed at termination of employment from the Company and employing Subsidiaries.  If any part of this provision is held to be unenforceable                   because  of  the  duration,  scope  or  area  covered,  the  Company  and Grantee agree to modify such part, or that the court making such holding shall have the power to modify such part, to reduce its duration, scope or area,  including  deletion  of  specific  words  and  phrases,  i.e.,  "blue penciling", and in its modified, reduced or blue pencil form, such part shall become enforceable and shall be enforced.   Nothing herein shall be construed to prohibit Grantee being retained during the Restricted Period               in a capacity as an attorney licensed to practice law, or to restrict Grantee providing advice and counsel in such capacity, in any jurisdiction where                    such prohibition or restriction is contrary to law.


Section 5.    The following provisions shall be incorporated at the end of Section
5 of the Agreement:


The date of the termination of Grantee’s continuous employment with the Company, including Subsidiaries, for the purposes of this Section 5 shall                  be deemed to be the date on which any notice of termination of                     employment provided to or by such Grantee is stated to be effective (or in the  case  of  an  alleged  constructive  dismissal,  the  date  on  which  the alleged constructive dismissal is alleged to have occurred), and not during or  as  of  the end  of any period following  such  date  during which  the Grantee  is  in receipt of, or  entitled  to  receive,  statutory,  contractual,  or






2016 Phantom Award - Cash                    B-2









common law notice of termination or any compensation in lieu of such notice.


Section 6.    The  nonsolicitation  period  for  purposes  of  Section  15  of  the Agreement is a period of one (1) year following Grantee’s termination of employment              with the Company and its affiliates.




2016 Phantom Award - Cash                    B-3