Exhibit








EXHIBIT 10.2


SPECTRA ENERGY CORP PERFORMANCE SHARE AWARD AGREEMENT






This Performance Share Award 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 and selected the Grantee, as an Employee, to receive the award evidenced by this Agreement (which also includes      Schedule A hereto or Schedule B hereto, as applicable to the Grantee) (the “Award”)                  and the Performance Share units and tandem Dividend Equivalents that are 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.    Number  and   Nature   of   Performance   Share   Units  and  Tandem
Dividend  Equivalents.  The  number  of  Performance  Share  units  and  the  number  of
tandem  Dividend  Equivalents  subject  to  this  Award  are  each __________(_______).
Each Performance Share unit, upon becoming vested before its expiration, represents a right to receive payment in the form of one (1) share of Common Stock.  Each tandem Dividend Equivalent, after its tandem Performance Share unit vests, represents a right              to receive a cash payment equivalent in amount to the aggregate cash dividends               declared and paid on one (1) share of Common Stock for the period beginning on the             Date of Grant and ending on the date such Dividend Equivalent expires.  Each tandem Performance Share unit,  consisting  of  both the Performance Share unit and the tandem




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Dividend Equivalents, is either paid or is deferred in accordance with procedures         stablished by the Committee that comply with the requirements of Code Section 409A,               if applicable.   Performance Share 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.


Section 2.    Vesting of Performance Share Units.  (a) Provided that Grantee’s continuous employment by the Company, including Subsidiaries, has not terminated, or        as otherwise provided in Sections 2(b) or 2(c), Performance Share units subject to this Award shall become vested upon the written certification by the Committee, or its         delegatee, in its sole discretion, of the achievement of the Performance Goal, which is              the Company’s Total Shareholder Return (“TSR”) relative to the TSR of the peer group               of companies listed on Exhibit A to this Agreement (the “Peer Group”), for the period beginning  January 1, 2016  and  ending  December 31, 2018  (“Performance Period”), at,
or above, the 30th percentile, in accordance with the applicable vesting percentage        specified for such percentile ranking in the following schedule:


Percentile Ranking            Vesting Percentage


Lower than 30th            0%
30th                    50%
*                    *
50th                    100%
*                    *
80th or higher                200%


*When such determination is of a percentile ranking between those specified, such results will be interpolated on a straight-line basis to determine the applicable vesting percentage.


All Performance Share units that do not become vested upon the written certification by      the Committee, or its delegatee, in its sole discretion, or as otherwise provided in               Sections 2(b), 2(c) or 2(d), shall be forfeited.


For purposes of this Agreement, “TSR” means the change in fair market value over a specified period of time, expressed as a percentage, of an initial investment in specified common stock, with dividends reinvested, as determined utilizing such methodology as        the Committee, or its delegate, shall approve, with the final TSR considering the last            twenty (20) business days preceding the start and the end of the period.


In addition, when calculating TSR for the Performance Period, (i) if a company that                 would have been included in the Peer Group as a result of being in the S&P 500 Energy Index or the Alerian MLP Index (an “Index Company”) is not in the applicable index for            the entire Performance Period, the performance of such company will not be used in calculating the Peer Group’s TSR, except that the performance of any company that        ceases  to  be  an  Index  Company  during  the  Performance Period because it becomes








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bankrupt during the Performance Period will be included in calculating Peer Group’s              TSR; (ii) with respect to a company in the Peer Group that is not an Index Company, the performance of such a company will not be used in calculating the Peer Group’s TSR if        the company is not publicly traded (i.e., has no ticker symbol) for the entire Performance Period, except that the performance of any such company in the Peer Group that             becomes bankrupt during the Performance Period will be included in calculating the                 Peer Group’s TSR even if it has no ticker symbol at the end of the Performance Period;    and (iii) the Committee retains discretion to reduce Performance Awards that were       otherwise earned in the event that the Company’s TSR during the Performance Period             is negative.


(b) In the event that, prior to the date that the determination of the achievement                 of the Performance Goal is made, the Grantee’s continuous employment by the              Company, including Subsidiaries, terminates, the Performance Share units subject to               this Award shall be forfeited, except that if such employment terminates (i) 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 a 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 (“Functional Equivalent Plan”), unless the Committee, or     its delegatee, in its sole discretion, determines that (A) Grantee is in violation of any     obligation identified in Section 3 or (B) the termination of Grantee’s employment is for     Cause, (ii) as the result of the termination of such employment by the Company, or       employing Subsidiary, other than for Cause, as determined by the Company or               employing Subsidiary, in its sole discretion, or (iii) as the direct and sole result, as     determined by the Company, or employing Subsidiary, in its sole discretion, of the      divestiture of assets, a business, or a company, by the Company or a Subsidiary, the Performance Share units subject to this Award shall be prorated on the basis of the                portion of the Performance Period that Grantee’s active employment with the Company, including  Subsidiaries,  (“Active  Employment”)  continued  (unless  such  termination      occurs after the end of the Performance Period, in which event the number of             Performance Share units earned, if any, shall not be prorated) and shall vest upon such determination of the achievement of the Performance Goal, at such vesting percentage determined by the Committee, or its delegate.   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 Performance 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 additional               provisions of Section 1 of Schedule B hereto are also incorporated herein if Schedule B        is applicable to the Grantee.   For the purposes of this Agreement, “Cause” for                 termination by the Company, or 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






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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.  Further, if Grantee voluntarily terminates employment with the Company, including Subsidiaries, after the Performance Period has ended and prior to the date                  that the determination of the achievement of the Performance Goal is made, all as determined by the Company, or employing Subsidiary, in its sole discretion, the     Performance Share units subject to this Award shall vest upon such determination of                   the achievement of the Performance Goal, at such vesting percentage determined by                 the Committee, or its delegate.


(c) In the event that Grantee’s employment with the Company, including      Subsidiaries, terminates before the Performance Period has ended (i.e., on or before                   the last day of the Performance Period) (i) as the result of the Grantee’s death, or (ii) as    the result of the 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, the Performance Share units subject to this Award shall vest  upon  such  occurrence,  at  the
100% vesting percentage, irrespective of any subsequent determination of the      achievement of the Performance Goal.  In the event that (i) Grantee’s employment with      the Company, including Subsidiaries, terminates after the Performance Period has             ended (A) as the result of the Grantee’s death, or (B) as the result of the 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,  all  as  determined  by  the Company, or employing Subsidiary, in its sole discretion, the Performance Share units subject to this Award shall vest upon such determination of the achievement of the Performance Goal, at such vesting percentage determined by the Committee, or its delegatee.


(d)  Notwithstanding the foregoing or anything to the contrary contained herein, in the event that a Change in Control occurs before the Performance Period has ended,                   the following provisions shall apply to this Award to the extent the Award is not yet                  vested.   The achievement of the Performance Goal and the applicable “vesting          percentage” shall be determined as set forth in Section 2(a) except shall be based upon    the Company’s TSR relative to the TSR of the Peer Group for the period beginning on January 1, 2016, and ending on the effective date of the Change in Control (such                     period, the “CIC Performance Period” and such determination, the “CIC Performance            Goal Determination”), and the Award shall vest on December 31, 2018, at such vesting percentage determined by the Committee, or its delegate, based on the CIC               Performance Goal Determination, provided that the Grantee remains continuously employed by the Company, an employing Subsidiary, or their successor through          December 31, 2018.  In the event that the Grantee does not remain continuously            employed   by  the   Company,  an   employing   Subsidiary,  or  their  successor,  through






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December  31,  2018,  the  Performance  Share  units  subject  to  this  Award  shall  be forfeited, except as follows:


(i) In the event that Grantee’s employment termination is the result of the         Grantee’s death or the 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, and occurs on or after the occurrence of the           Change in Control, the Performance Share units subject to this Award shall      vest upon such employment termination, at such vesting percentage    determined by the Committee, or its delegate, based on the CIC              Performance Goal Determination.


(ii) In the event that the Grantee’s employment termination meets the criteria in Section 2(b)(i), the Performance Share units subject to this Award shall be prorated on the basis of the portion of the period beginning January 1, 2016 and ending on December 31, 2018 (the “Vesting Period”) that Grantee’s            Active Employment continued during the Vesting Period, and the Award                shall be considered to vest on December 31, 2018, at such vesting            percentage determined by the Committee, or its delegate, based on the CIC Performance Goal Determination.  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.


(iii) In the event that following the occurrence of the Change in Control and                before the second anniversary of the occurrence of the Change in Control,            (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,   the Performance Share units subject to this Award shall vest upon such      occurrence, at such vesting percentage determined by the Committee, or its delegate, based on the CIC Performance Goal Determination.  In the event      that  the  Grantee’s  employment  is  terminated  involuntarily,  and  not  for Cause, by the Company, or employing Subsidiary, or their successor during    the Vesting Period and either (1) prior to the occurrence of the Change in       Control or (2) on or after the second anniversary of the occurrence of the      Change in Control, the Performance Share units subject to this Award shall         be prorated on the basis of the portion of the Vesting Period that Grantee’s Active Employment continued during the Vesting Period, and the Award               shall be considered to vest on December 31, 2018, at such vesting            percentage determined by the Committee, or its delegate, based on the CIC Performance Goal Determination.  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






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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 additional provisions of Section 1 of Schedule B hereto are also incorporated herein if Schedule B is applicable to the Grantee.


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(d) 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(d), 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 2(d).


Section 3.    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, at any time of such termination of employment, Grantee is eligible for an immediately payable early or              normal retirement benefit under the Spectra Energy Retirement Cash Balance Plan or Functional Equivalent Plan, Grantee agrees to the noncompetition and other restrictions set  forth  in Section  2  of  Schedule  A  hereto  or  Section  3  of  Schedule  B  hereto,  as






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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 4.    Forfeiture/Expiration. Any Performance Share unit subject to this          Award shall be forfeited upon the termination of the Grantee’s continuous employment               by the Company, including Subsidiaries, from the Date of Grant, except to the extent otherwise provided in Section 2, and, if not previously vested and paid, deferred or           forfeited,  shall  expire  immediately  before  the  tenth  (10th)  anniversary  of  the  Date of
Grant.     The  additional  provisions  of  Section  4  of  Schedule  B  hereto  are  also incorporated herein if Schedule B is applicable to the Grantee.  Any Dividend Equivalent subject to this Award shall expire at the time its tandem Performance Share unit (i) is           vested and paid, or deferred, (ii) is forfeited, or (iii) expires.


Section 5.    Dividend   Equivalent   Payment.  Payment   with   respect   to   any Dividend Equivalent subject to this Award that is in tandem with a Performance Share                unit that is vested and paid shall be paid in cash to the Grantee as soon as practicable following the vesting and payment of the Performance Share 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 Performance Share unit is deferred by Grantee as provided in Section 6,       payment with respect to the tandem Dividend Equivalent shall likewise be deferred.     Payment under this Section 5 shall be made not later than thirty (30) days after payment hereunder of the related tandem Performance Share 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 Performance Share unit is paid or deferred        and before the Dividend Equivalent expires.  However, should the Grantee receive              shares 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.


Section 6.    Payment of Performance Share Units. Payment of Performance             Share units subject to this Award shall be made to the Grantee in a single lump sum        payment as soon as practicable following the time such Performance Share units               become vested in accordance with Section 2 prior to their expiration but in no event                      later than thirty (30) days following such vesting event 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 the Grantee in accordance with such procedures as the Committee, or its designee, may prescribe that comply with the requirements of Code Section 409A, or                any Canadian law equivalent, if applicable.   Any deferral of Performance Share units hereunder shall apply to both payment of Performance Share units and the related             tandem Dividend Equivalents. Payment shall be subject to withholding for taxes.              Payment shall be in the form of one (1) share of Common Stock for each full vested Performance  Share  unit, and any  fractional  vested  Performance  Share  unit  shall  be






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rounded up to the next whole share for purposes of both vesting under Section 2 and payment under this Section 6.  Notwithstanding the foregoing, the number of shares of Common Stock that would otherwise be paid (valued at Fair Market Value on the date             the respective Performance Share units became vested) shall be reduced by the     Committee, or its delegatee, in its sole discretion, to fully satisfy any tax required to be withheld, unless the Company, or employing Subsidiary, as applicable, and the Grantee agree that such tax obligations will instead be satisfied by the Grantee timely tendering           to the Company, or employing Subsidiary, as applicable, sufficient cash to satisfy such obligations and the Grantee does timely tender such cash.  In the event that payment,          after  any  such  reduction  in  the  number  of  shares  of  Common  Stock  to  satisfy withholding for tax requirements, would be for less than ten (10) shares of Common              Stock, then, if so determined by the Committee, or its delegatee, in its sole discretion, payment, instead of being made in shares of Common Stock, shall be made in a cash amount equal in value to the shares of Common Stock that would otherwise be paid,           valued  at  Fair  Market  Value  on  the  date  the  respective  Performance  Share  units became vested.


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


Section 9.    Grantee Confidentiality Obligations.  In accepting this Performance 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








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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  10.    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 5 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 11.   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 12.  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 13.  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 14.  Governing Law and Severability. The validity and construction of                 this Agreement shall be governed, construed and enforced in accordance with the laws         of the State of Delaware applicable to transactions that take 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 15.   Code Section 409A.   Notwithstanding any provision of this           Agreement to the contrary, for 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






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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, 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, 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 16.  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 an  Award properly granted to the          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 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 delegate.    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 17.   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 18.  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 17, 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






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Section 18 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   - Performance  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 Performance Award


IN  WITNESS  OF  Grantee’s  acceptance  of  this  Performance  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)


2016 Performance Award - Double Trigger - Stock            12









EXHIBIT A








The Peer Group will consist of the following:


• Companies in the S&P 500 Energy Index
		
	•
	Companies in the Alerian MLP Index, excluding DCP Midstream Partners L(DPM) and Spectra Energy Partners, LP (SEP)


•Enbridge Inc. (ENB)
•TransCanada Corporation (TRP)






























































2016 Performance Award - Double Trigger - Stock            13










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)  and  Section  2(d)  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 3 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 or crude oil, resale or arranging for the purchase or for the resale, brokering, marketing, or              trading of natural gas, or derivatives thereof; gathering, compression,      treating, processing, fractionation, transportation, trading, marketing of    natural gas components, including natural gas liquids, or of crude oil; and sales and marketing of 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, including Subsidiaries, 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 employment.  The Company






2016 Performance Award - Double Trigger - Stock            A-1









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  10  of  the Agreement is a period of three (3) years following Grantee’s termination of employment      with the Company and its affiliates.
































































2016 Performance Award - Double Trigger - Stock            A-2










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 immediately before                 the definition of “Cause” in  Section 2(b) of the Agreement and immediately before the definition of “Good Reason” in Section 2(d) of the Agreement:


The date that the Grantee’s continuous employment is terminated for the purposes of Section 2(b) and 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 2.    For purposes of Section 2(c) and Section 2(d) 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 apply for purposes of Section 3 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 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










2016 Performance Award - Double Trigger - Stock            B-1







arranging for the purchase or for the resale, brokering, marketing, or             trading of natural gas, or derivatives thereof; gathering, compression,      treating, processing, fractionation, transportation, trading, marketing of    natural gas components, including natural gas liquids, or of crude oil; and sales and marketing of 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 4.    The  following  provisions  shall  be  incorporated  after  the  first sentence in Section 4 of the Agreement:


The date of the termination of Grantee’s continuous employment with the Company, including Subsidiaries, for the purposes of this Section 4 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 5.    The  nonsolicitation  period  for  purposes  of  Section  10  of  the Agreement is a period of one (1) year following Grantee’s termination of employment                 with the Company and its affiliates.




2016 Performance Award - Double Trigger - Stock            B-2