Exhibit








           EXHIBIT 10.1
SPECTRA ENERGY CORP STOCK OPTION AGREEMENT (Nonqualified Stock Options)


This Stock  Option  Agreement (the “Agreement”) has been made as of ___________    
____, ____(the “Date of Grant”) between Spectra Energy Corp, a Delaware Company, 
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 nonqualified stock option that is subject hereto.   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.    Grant  of  Options.    Pursuant  to,  and  subject  to,  the  terms  and conditions set forth herein and in the Plan, the Company hereby grants to the Grantee a Nonqualified  Stock  Option  (the  “Option”)  with  respect  to ___________ shares  of Common Stock of the Company (the “Option Shares”).




Section 2.    Exercise Price; Exercisability.    The  exercise  price  of each share of
Common  Stock  underlying  the  Option  hereby  granted  is  $____________ (“Exercise
Price”).




Section 3.    Vesting   of   Options.    The    Option    shall    become vested   and exercisable as follows:












(a)      Generally.  Subject to the terms of the Plan, the Option hereunder shall         vest and be exercisable in accordance with the following vesting schedule on the dates set forth in such schedule (each such date, a “Vesting Date”), provided that Grantee continuously remains an Employee of the Company, including Subsidiaries, through          each applicable Vesting Date:


Vesting Date                                     Percentage of
Option Vesting and
Exercisable


First Anniversary of
Date of Grant                            33.33%             


Second Anniversary
of Date of Grant                        33.33%         


Third Anniversary of
Date of Grant                            33.34%         
    
Total                        100%         


(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, unless the Committee or its delegatee, in its sole discretion, determines that (i) Grantee is in violation of any obligation identified in Section 4 or (ii) the termination of Grantee’s employment is for    Cause, in which case all Option Shares not previously vested shall be forfeited, then the number of Option Shares not yet vested as of the date of such employment termination    to which the Grantee shall have a right hereunder shall be prorated by multiplying the        total  number  of  Option  Shares  granted  under  this  Agreement  by  a  fraction,  the numerator of which is the number of months during the three-year vesting period        beginning with the Date of Grant and ending on the third anniversary of the Date of                 Grant (the “Vesting Period”) during which Grantee’s active employment with the          Company,  including  Subsidiaries,  (“Active  Employment”)  continued,  and  the   denominator of which is thirty-six (36), and subtracting from this result the number of       Option Shares already vested and exercisable.  Solely for purposes of calculating such prorated vesting, 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.  The prorated unforfeited Option Shares determined in accordance  with  the  first  sentence  of  this  Section  3(b)  shall  vest  and  become exercisable immediately upon the date of such employment termination, and any      remaining portion of the Option that is unvested shall be forfeited.  The additional      provisions of Section 1 of Schedule B hereto are incorporated herein if Schedule B is applicable to the Grantee.


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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.


(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            Option subject to this Award not yet vested as of the date of such employment             termination to which the Grantee shall have a right hereunder shall vest and become exercisable 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, then the number of Option Shares           not yet vested as of the date of such employment termination to which the Grantee shall have a right hereunder shall be prorated by multiplying the total number of Option               Shares granted under this Agreement by a fraction, the numerator of which is the               number of months during the Vesting Period during which Grantee’s Active Employment continued, and the denominator of which is thirty-six (36), and subtracting from this               result the number of Option Shares already vested.  Solely for purposes of calculating     such prorated vesting, 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.  The prorated unforfeited Option Shares determined in accordance  with  the  first  sentence  of  this  Section  3(d)  shall  vest  and  become exercisable immediately upon the date of such employment termination, and any     remaining portion of the Option that is unvested shall be forfeited. 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 Option Shares to which the Grantee has the right    to hereunder shall become 100% vested and exercisable to the extent not yet vested, if, following the occurrence of a Change in Control and before the second anniversary of     such occurrence,  (i) the  Grantee’s  employment  is  terminated  involuntarily, and not for




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Cause, by the Company, or an employing Subsidiary, or their successor; or (ii) 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 of the existence of any of the conditions set forth in the “Good Reason” definition in this Section 3(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 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 has cured               the condition within the time frame set forth in this Section 3(e), then such termination of employment will be considered to be a voluntary termination of employment, and not a separation for Good Reason.


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 3(e).


Section 4.    Violation of Grantee Obligation.     In consideration of the vesting opportunity provided under Section 3(b) 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 vesting opportunity provided under Section 3(b) shall terminate and be forfeited.
Section 5.    Manner of Exercise and Taxes.   The  Option  shall  be  exercised by
delivery  of  an  electronic  or  physical  written  notice  to  the  third  party  administrator selected by the Company, or such other form as permitted by the Committee from time      to time and communicated to the  Grantee (the “Exercise Notice”), which  shall  state  the


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election to exercise the Option, specify the number of shares of Common Stock with      respect to which the Option is being exercised, and such other representations and agreements as may be required by the Committee pursuant to the provisions of the               Plan.  The Exercise Notice shall include payment for an amount equal to the Exercise     Price multiplied by the number of shares of Common Stock specified in such Exercise Notice.   Such payment may be made in (i) cash  or cash equivalent;  (ii) shares of           Common Stock having a Fair Market Value equal to the Exercise Price (provided that, if such shares were acquired by exercise of an option intended to qualify as an incentive stock option under Section 422 of the Code (an “ISO”), the Grantee has owned such        shares for at least one (1) year following the transfer of such shares to the Grantee                    upon exercise of such ISO); (iii) a combination of cash and shares (provided that, if                   such shares were acquired by exercise of an option intended to qualify as an ISO, the Grantee has owned such shares for at least one (1) year following the transfer of such shares to the Grantee upon exercise of such ISO); (iv) in the Committee’s sole               discretion, through a broker assisted exercise, but only to the extent such right or the utilization of such right would not cause the Option to be subject to Section 409A of the Code and to the extent the use of net-physical settlement is permitted by, and is in compliance with applicable law; or (v) in the Committee’s sole discretion, by a           combination of the methods described in this sentence; provided, however, that the Company may restrict the use of any of the foregoing payment methods to the extent it would result in adverse accounting treatment to the Company. The partial exercise of               the Option, alone, shall not cause the expiration, termination or cancellation of the     remaining portion of the Option.  The Grantee shall pay or shall ensure payment of the      full amount to the Company of any and all applicable income tax, employment tax and       any other withholding tax amounts that are required to be withheld in connection with              the exercise of the Option, which may be payable under one or more of the methods described above for payment of the exercise price of the Option to the extent permitted     by the Committee or as otherwise may be approved by the Committee.  The Company shall not be required to deliver shares of Common Stock to the Grantee until the             Company determines such obligations are satisfied.   The Grantee acknowledges that    there may be adverse tax consequences upon exercise of the Option or disposition of          the underlying shares of Common Stock and that the Grantee should consult a tax          advisor prior to such exercise or disposition.


Section 6.    Expiration of Options.   The Grantee’s Option, or portion thereof,          which has not become vested and exercisable shall expire on the date Grantee’s employment with the Company, including Subsidiaries, terminates for any reason.  The Grantee’s Option, or any portion thereof, which has become vested and exercisable on       or before the date Grantee’s employment with the Company, including Subsidiaries, terminates for any reason (or that vests and becomes exercisable as a result of such termination) shall expire on the earliest of:


(a) Involuntary Termination With Cause, Involuntary Termination Without Cause, or Voluntary Termination.  Three (3) months after the date (i) Grantee’s employment with the Company, including Subsidiaries, is terminated for Cause (as determined by the Committee in its sole discretion), (ii) Grantee’s employment with the Company, including Subsidiaries, is terminated not for Cause, or (iii) Grantee voluntarily




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terminates employment with the Company, including Subsidiaries; provided, however, that this Section 6(a) shall not apply if:


(i) the vesting set forth in Section 3(e) (Change in Control) applies (i.e., the termination event is (A) either a termination that is involuntary, and not for Cause, by the Company, or an employing Subsidiary, or their successor or        a termination by the Grantee for Good Reason and (B) is following the occurrence of a Change in Control but before the second anniversary of             such occurrence); or


(ii)    the vesting set forth in Section 3(b) (Retirement) applies.


(b) Death or Disability.  Thirty-six (36) months after the date the Grantee’s employment is terminated by reason of death or “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; or


(c) The tenth anniversary of the Date of Grant for such Option(s).


All Options, whether vested or unvested, that have not sooner expired shall expire no       later than the tenth anniversary of the Date of Grant.  The additional provisions of               Section 5 of Schedule B hereto are incorporated herein if Schedule B is applicable to            the Grantee.


Section 7.  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.


Section 8.    Nonalienation and Transferability.  The Option is exercisable during the Grantee’s lifetime only by the Grantee or his or her guardian or legal representative, and may not be sold, pledged, hypothecated, or otherwise encumbered or subject to                any lien, obligation, or liability of the Grantee to any party (other than the Company or  a Subsidiary), or assigned or transferred by such Grantee, but immediately upon such purported sale, assignment, transfer, pledge, hypothecation or other disposal of the         Option will be forfeited by the Grantee and all of the Grantee’s rights to such Option                   shall immediately terminate without any payment or consideration from the Company.      Upon the death of a Grantee, outstanding Options granted to such Grantee may be exercised only by the executors or administrators of the Grantee’s estate or by any            person or persons who shall have acquired such right to exercise by will or by the laws       of descent and distribution pursuant to the Plan.


Section 9.    Determinations. Determinations by the Committee, or its delegatee, shall be final and conclusive with respect to the interpretation of the Plan and this    Agreement, and the Grantee hereby acknowledges the foregoing.


Section 10.  Governing Law and Severability.  The validity and construction of            this  Agreement shall  be  governed  by  the  laws  of  the state of Delaware applicable to


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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 11.   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 Stock Option 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 stock option rules under Canadian law (Section 7 of the Income Tax Act) and Code        Section 409A, as 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 12.  Grantee  Confidentiality  Obligations.     In  accepting  this  Option 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  13.    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




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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 14.   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 15.  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,      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 16.  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 17.  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 16, 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 17 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 duplicate of this Agreement, in  the  space provided below, and returned  the  signed  duplicate  to  the  Executive   Compensation  Department  - Stock






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Option (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 Stock Option 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  3(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  13  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
3(b) of the Agreement:


The date of the termination of Grantee’s continuous employment with the Company for the purposes of this Section 3(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 3(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
3(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 3(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
6 of the Agreement:


The date of the termination of Grantee’s continuous employment with the Company, including Subsidiaries, for the purposes of this Section 6 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










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


Section 6.    The  nonsolicitation  period  for  purposes  of  Section  13  of  the Agreement is a period of one (1) year following Grantee’s termination of employment            with the Company and its affiliates.




2016 Stock Option Award                     B-3