Exhibit 10.1



 Exhibit 10.1 
 SPECTRA ENERGY CORP 
 DIRECTORS’ SAVINGS PLAN 
 ARTICLE I 
 ESTABLISHMENT AND
PURPOSE OF PLAN 
 The Spectra Energy Corp Directors’ Savings Plan (the “Plan”) was established by Spectra Energy Corp,
effective as of the Distribution Date (as defined below). The purpose of the Plan is to provide deferred compensation for the Nonemployee Directors of the Board and to provide for the payment of certain amounts deferred under the Duke Energy
Corporation Directors’ Savings Plan. 
 ARTICLE II 
 DEFINITIONS 
 Wherever used herein, a pronoun or adjective in the masculine gender includes the
feminine gender, the singular includes the plural, and the following terms have the following meanings unless a different meaning is clearly required by the context. 
 2.1 “Account” means the single bookkeeping account established and maintained pursuant to the Plan in the name of each Participant, which Account shall include the (i) DECS Investment Option as defined
in Section 4.1, (ii) Fixed Interest Investment Option as defined in Section 4.4(i), (iii) SECS Investment Option as defined in Section 4.1 and (iv) Spectra Stock Deferral Investment Option as defined in
Section 4.2. 
 2.2 “Board of Directors” means the Board of Directors of the Company. 
 2.3 “Change in Control” shall be deemed to have occurred upon: 
  


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









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

  

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

  

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

  

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

 provided that in no event shall a Change in Control be deemed to have occurred by reason of any of the events resulting from the
separation transaction pursuant to which the Company becomes a separate publicly-held corporation for the first time. 
 2.4
“Company” means Spectra Energy Corp. 
 2.5 “Compensation” means all retainers, Committee chair fees and
meeting/committee fees earned by Nonemployee Directors for services actually rendered in conjunction with service on the Board of Directors. 
 2.6 “Compensation Committee” means the Compensation Committee of the Board of Directors or its delegate. 
 2.7
“Deferred Compensation” or “Deferrals” mean Compensation deferred under the Plan. 
 2.8 “Director” means a
member of the Board of Directors. 
  

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

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

 2.13 “Fair Market Value” of a share of common stock means the closing price at which shares of Company common stock or shares of
Duke common stock, as the case may be, were sold on the New York Stock Exchange as indicated in the Composite Transactions for the day in question or, if such day is not a trading day for such exchange, for the most recent trading day preceding such
day. 
 2.14 “Nonemployee Director” means a member of the Board of Directors, not employed by Spectra Energy Corp or any of its
affiliated companies. 
 2.15 “Participant” means a Nonemployee Director who is eligible to participate in the Plan. 
 2.16 “Phantom Stock Unit” means a unit of measure which is equal in value to one share of Company common stock. 
 ARTICLE III 
 ELIGIBILITY

 3.1 Any active Nonemployee Director who made a timely deferral election under the Duke Plan prior to the Distribution Date will be
eligible to participate in the Plan on and after the Distribution Date. Moreover, any individual with respect to whom “Assumed Amounts” (as defined in Section 4.1) are credited hereunder shall automatically participate, and be a
“Participant,” in the Plan with respect to such Assumed Amounts as of the Distribution Date. 
 3.2 Any individual not described in
Section 3.1 and who on or after the Distribution Date becomes a Nonemployee Director will become a participant in the Plan upon beginning to serve as a member of the Board of Directors. By no later than thirty (30) days after becoming a
Nonemployee Director, the Nonemployee Director may file with the Company an irrevocable election, utilizing such form as the Company shall prescribe, to defer under the Plan a specified portion of such Compensation that would otherwise be currently
payable, that the Nonemployee Director may earn subsequent to the date the election form is filed with the Company. A Nonemployee Director may at any time make a new irrevocable election that shall be applicable only to Compensation earned
after the calendar year during which the election form was filed with the Company. By no later than the date specified by the Company, which shall be within thirty (30) days after the date a Nonemployee Director is granted a Phantom Stock Unit
under a Company-sponsored long-term incentive plan (including the Company’s 2007 Long-Term 

  

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Incentive Plan), the Nonemployee Director may file with the Company an irrevocable election, utilizing such form as the Company shall prescribe, to defer
under the Plan payment of Phantom Stock Units covered by such award that become vested, and that would otherwise be payable, at least twelve (12) consecutive months following the date on which the election form was filed with the Company
(“Elective Phantom Stock Unit Deferral”). 
 ARTICLE IV 
 ACCOUNTS 
 4.1 An Account shall be established and maintained in the name of
each Participant. The Account shall reflect amounts credited thereto pursuant to the Participant’s deferrals of Compensation earned on or after the Distribution Date, and to Elective Phantom Stock Unit Deferrals, with adjustments for investment
performance as specified in this Section 4.1 and charges for Plan benefits paid (or amounts forfeited). Except to the extent otherwise provided in the Plan, each Participant shall direct, in accordance with rules and procedures established by
the Compensation Committee or its designee, the “investment” of the Participant’s Account among phantom investment options, which are bookkeeping devices without actual asset portfolios, that correspond to the investment options
available under the Spectra Energy Corp Executive Savings Plan, which, in turn, correspond to the investment funds available for investment under the Spectra Energy Corp Retirement Savings Plan (“RSP”). In this regard, the Plan’s
investment option that corresponds to the RSP’s Spectra Energy Corp Common Stock Fund shall be referred to as the “SECS Investment Option” and the Plan’s investment option that corresponds to the RSP’s Duke Common Stock Fund
shall be referred to as the “DECS Investment Option.” The portion of the Participant’s Account that is “invested” in a particular investment option shall be adjusted monthly (or on such more frequent basis approved by the
Company), upward or downward, to reflect the investment performance experienced for the respective period on like amounts invested in the corresponding RSP investment fund, although no actual investment will be made in the RSP investment fund on
behalf of the Participant’s Account. 
 In connection with the deferral of Compensation, earned on or after the Distribution Date that is not otherwise
payable only as Company common stock, such Deferred Compensation shall be invested in such open investment option(s) as the Participant shall direct. 
 4.2 In connection with Elective Phantom Stock Unit Deferrals, deferred payment on a Phantom Stock Unit, upon such unit becoming vested, will automatically be credited, on the basis of the Fair Market Value of a share
of Company common stock, as of the respective crediting date, and maintained as a unit of a phantom investment option, in the “Spectra Stock Deferral Investment Option,” which shall correspond to the RSP’s Spectra Energy Corp Common
Stock Fund. The Participant (or, if dead, the Participant’s beneficiary) may not elect to transfer amounts from the Spectra Stock Deferral Investment Option to any other investment option(s). Except as described in Section 4.4(ii), the
Spectra Stock Deferral Investment Option shall not be open to any deferral other than an Elective Phantom Stock Unit Deferral or to any elective transfer from any other investment option. 
 Except for amounts invested in the Spectra Stock Deferral Investment Option, the Participant (or, if the Participant is dead, the Participant’s beneficiary) may
elect subsequent transfer of amounts from any investment option to any open investment option(s) on a monthly basis (or on such more frequent basis approved by the Company). 
  

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 4.3 The Company has assumed the deferred compensation obligations under the Duke Plan with respect to
certain Participants who previously served as non-employee directors of Duke (“Assumed Amounts”). The Assumed Amounts credited to Accounts hereunder shall remain subject to the same vesting schedule and elections (including deferral and
distribution elections) and beneficiary designations that were controlling under the Duke Plan immediately prior to the Distribution Date until a new election is made in accordance with the terms of this Plan that by its terms supersedes the prior
election. For purposes of this Plan, the term “Assumed Amounts” shall include any amounts of “Compensation” (as defined under the Duke Plan and earned but not yet paid as of the Distribution Date) and equity awards granted under
the Duke Energy Corporation 1998 Long-Term Incentive Plan, that were properly deferred by a Participant under the Duke Plan but that had not yet been credited to his or her account under the Duke Plan as of the Distribution Date. 
 4.4 Except as provided below, upon the Distribution Date, the Assumed Amounts shall be subject to the same investment elections, and deemed invested in
the same investment options, that were controlling under the Duke Plan immediately prior to the Distribution Date until a new election is made in accordance with the terms of this Plan that by its terms supersedes the prior election; provided,
however, that unless otherwise provided below, an investment election relating to the DECS Investment Option shall be deemed to apply to the SECS Investment Option. Notwithstanding the preceding sentence, the following additional provisions shall
apply to the deemed investment of the Assumed Amounts: 
  

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

  

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

  

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



  

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


  

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

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

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

  

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

  

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

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

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 ARTICLE V 
 VESTING 
 5.1 A Participant is 100% vested in his Account except to the extent otherwise provided in
Section 5.2. 
 5.2 The portion of the Assumed Amounts that is attributable to the Participant’s participation in the Duke
Retirement Plan, as adjusted for investment performance after December 31, 1996, shall vest upon termination of service on the Board of Directors (i) on account of death or disability, (ii) after attaining age 62, or
(iii) on account of, or after, a Change in Control. Otherwise, such portion, as so adjusted, shall be forfeited upon termination of service on the Board of Directors. 
 ARTICLE VI 
 PAYMENT OF BENEFITS 
 6.1 Except as otherwise provided in Section 4.3 or Section 5.2, following termination of service on the Board of Directors, a Participant will
receive, or will begin to receive, payment of his benefits under this Plan, which consist of the portion of his Account that is vested, as determined under Article V. 
 6.2 (a) A Nonemployee Director who is eligible to participate in the Plan under Section 3.2 must elect his form of benefit payment before earning any Compensation that is deferred under the Plan and before any
Phantom Stock Units are credited to the Participant’s Account. Such election is made by completing the form prescribed by the Company and filing the completed form with the Company. Failure to timely elect a benefit payment form shall result in
a deemed election of five annual installments. The election of a benefit payment form is irrevocable, except that a Participant may change his benefit payment form election once in any 12 month period by completing a new election form and filing the
completed form with the Company. A Participant’s election to change the form of benefit payment shall become effective one year from the date on which the election form was filed with the Company, but only if the Participant continued to serve
on the Board of Directors throughout such one year period. 
 (b) The alternative forms of benefit payment under the Plan are:

  

	 	(1)	Single lump sum payment; 

  

	 	(2)	Five annual installments; 

  

	 	(3)	Ten annual installments. 

  

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 (c) If the Participant is to be paid in a single lump sum payment, the Participant will
receive a single cash payment equal to the balance of the vested portion of the Participant’s Account that is then invested in any investment option other than the SECS Investment Option or the Spectra Stock Deferral Investment Option. The
balance of the vested portion of the Participant’s Account that is then invested in the SECS Investment Option and the Spectra Stock Deferral Investment Option will be paid in whole shares of Company common stock, valued at Fair Market Value on
the last day of the month that immediately precedes the month of payment, with any fractional share paid in cash. Cash payment amounts will be calculated as of the last day of the month, and after any interest credited at fixed rate(s) has been
allocated for the month, that immediately precedes the month of payment, and shares of Duke common stock (including fractional shares, if any) shall be converted into cash based on their Fair Market Value as of such date. A single lump sum payment
shall be paid as soon as administratively feasible after the cash amount and number of whole shares of Company common stock, including the cash amount for any fractional share, that are to be included in the payment have been determined. To the
extent that the delivery of any shares of Company common stock to a Participant under this Plan otherwise would cause all or any portion of the Plan to be considered an “equity compensation plan” as such term is defined in
Section 303A(8) of the New York Stock Exchange Listed Company Manual or any successor rule (the “Listed Company Manual”), then such shares shall be paid from, and shall count against the share reserve of, a Company-sponsored
“equity compensation plan” designated by the Compensation Committee that complies with the shareholder approval requirements contained in the Listed Company Manual. 
 (d) If a Participant is to be paid in either five or ten annual installments, the cash amount and number of whole shares of Company common
stock to be included in a particular annual installment will be determined by the Company utilizing the same valuation methodology provided in Section 6.2(c), applied as of the last day of the month that immediately precedes the month of
payment of that installment, but divided by the installments then remaining to obtain the cash amount and the number of whole shares of Company common stock, including the cash amount for any fractional share, to be paid in the current installment.
An annual installment shall be paid as promptly as administratively feasible after the cash amount and number of whole shares of Company common stock, including the cash amount for any fractional share, are to be included in the installment have
been determined. 
 6.3 All payments under the Plan will be made from the general funds of the Company. The Company may, at its discretion,
establish a grantor trust, commonly known as a “Rabbi” trust, to hold Company assets, which may include, shares of Company common stock from which the Company may make benefit payments. 
 ARTICLE VII 
 DEATH BENEFITS

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

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 7.2 If a deceased Participant did not designate a beneficiary, or if the designated beneficiary should
predecease the Participant or be the Participant’s estate, the death benefit of the Participant shall be paid to the estate of the Participant in a single cash payment. 
 7.3 If a Participant should die before Plan benefits have commenced, payments will be made to his or her beneficiary, as a death benefit, in the same
alternate form selected by the Participant under Section 6.2(b), except where Section 7.2 would be applicable. 
 7.4 If a
Participant should die after Plan benefits have commenced, payments will continue to be made, as a death benefit, to the beneficiary or beneficiaries in the alternate form selected by the Participant, except where Section 7.2 would be
applicable. 
 ARTICLE VIII 
 AMENDMENT AND TERMINATION 
 The Board of Directors may: 
  

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

  

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

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

 ADMINISTRATION 
 9.1 The Company is the Plan sponsor. 
 9.2 The Compensation Committee is the named fiduciary of the Plan and as such shall have the
authority to control and manage the operation and administration of the Plan except as otherwise expressly provided in this Plan document. The named fiduciary may designate persons other than the named fiduciary to carry out fiduciary
responsibilities under the Plan. Any such allocation or designation must be in writing and must be accepted in writing by any such other person. 
 9.3 The Compensation Committee is the administrator of the Plan. As administrator, the Compensation Committee has the authority (without limitation as to other authority) to delegate its duties to agents and to make rules and regulations
that it believes are necessary or appropriate to carry out the Plan. The Compensation Committee has the discretion as a Plan 

  

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fiduciary (i) to interpret and construe the terms and provisions of the Plan (including any rules or regulations adopted under the Plan), (ii) to
determine questions of eligibility to participate in the Plan and (iii) to make factual determinations in connection with any of the foregoing. A decision of the Compensation Committee with respect to any matter pertaining to the Plan including
without limitation the individuals determined to be Participants, the benefits payable, and the construction or interpretation of any provision thereof, shall be conclusive and binding upon all interested persons. No Compensation Committee member
shall participate in any decision of the Compensation Committee that would directly and specifically affect the timing or amount of his or her benefits under the Plan, except to the extent that such decision applies to all Participants under the
Plan. 
 ARTICLE X 
 CLAIMS PROCEDURE 
 10.1 A person with an interest in the Plan shall have the right to file a claim for benefits under the
Plan and to appeal any denial of a claim for benefits. Any request for a Plan benefit or to clarify the claimant’s rights to future benefits under the terms of the Plan shall be considered to be a claim. 
 10.2 A claim for benefits will be considered as having been made when submitted in writing by the claimant (or by such claimant’s authorized
representative) to the Compensation Committee. No particular form is required for the claim, but the written claim must identify the name of the claimant and describe generally the benefit to which the claimant believes he is entitled. The claim may
be delivered personally during business hours or mailed to the Compensation Committee. 
 10.3 The Compensation Committee will determine
whether, or to what extent, the claim may be allowed or denied under the terms of the Plan. If the claim is wholly or partially denied, the claimant shall be so informed by written notice 90 days after the day the claim is submitted unless special
circumstances require an extension of time for processing the claim. If such an extension of time for processing is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 90-day period.
The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Plan expects to render the final decision. If notice of denial of a claim (in whole or in part) is not furnished within the
initial 90-day period after the claim is submitted (or, if applicable, the extended 90-day period), the claimant shall consider that his claim has been denied just as if he had received actual notice of denial. 
 10.4 The notice informing the claimant that his claim has been wholly or partially denied shall be written in a manner calculated to be understood by the
claimant and shall include: 
  

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

  

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

  

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


  

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

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

	 	(1)	Review pertinent documents. 

  

	 	(2)	Submit issues and comments in writing. 

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

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 10.9 The decision on review shall include specific reasons for the decision, written in a manner
calculated to be understood by the claimant, as well as specific references to the pertinent Plan provisions on which the decision is based. 
 10.10 A person must exhaust his rights to file a claim and to request a review of the denial of his claim before bringing any civil action to recover benefits due to him under the terms of the Plan, to enforce his rights under the terms of
the Plan, or to clarify his rights to future benefits under the terms of the Plan. 
 10.11 The Compensation Committee shall exercise its
responsibility and authority under this claims procedure as a fiduciary and, in such capacity, shall have the discretionary authority and responsibility (1) to interpret and construe the Plan and any rules or regulations under the Plan,
(2) to determine the eligibility of Nonemployee Directors to participate in the Plan, and the rights of Participants to receive benefits under the Plan, and (3) to make factual determinations in connection with any of the foregoing.

 ARTICLE XI 
 GENERAL
PROVISIONS 
 11.1 No right or interest of any person entitled to a benefit under the Plan shall be subject to voluntary or involuntary
alienation, assignment, or transfer of any kind. 
 11.2 No right or benefit hereunder shall in any manner be liable for or subject to the
debts, contracts, liabilities, or torts of the person entitled to benefits under this Plan. 
 11.3 The Company’s obligations under this
Plan shall be as unfunded and unsecured promise to pay. The Company shall not be obligated under any circumstances to fund its financial obligations under this Plan. The Company may establish a grantor trust to assist it in meeting its obligations
under this Plan. The Company shall not be obligated to establish such a trust, and if established, the Company shall not be obligated to make contributions to the trust. 
 11.4 This Plan shall be construed and administered in accordance with the laws of the State of Texas to the extent that such laws are not preempted by Federal law. 
 11.5 The Plan is divided into two separate deferred compensation sub-plans, one of which shall be named “Sub-Plan I” and the other shall be
named “Sub-Plan II”. Sub-Plan I shall include only “amounts deferred” before January 1, 2005 (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (“Code”)) under the Duke Plan,
and earnings thereon, and such deferred compensation shall be subject to the applicable provisions of the Duke Plan as in effect on October 3, 2004, as modified herein, and as Sub-Plan I is subsequently amended or otherwise changed, except as
would result in such deferred compensation becoming subject to Code Section 409A. The adoption of the Plan is not intended to be a “material modification” (within the meaning of Section 409A of the Code) with respect to amounts
governed by Sub-Plan I, and any provision of the Plan that is considered to be a material modification with respect to such deferred compensation shall have no force and effect unless and until amended to prevent such provision from being considered
a material modification 

  

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(which amendment may be retroactive). Sub-Plan II shall include only “amounts deferred” after December 31, 2004, and earnings thereon, and
such deferred compensation shall be subject to the provisions of the Plan as in effect on the Distribution Date, as subsequently amended or otherwise changed. The Company intends Sub-Plan II to comply with the provisions of Section 409A of the
Code, so as to prevent the inclusion in gross income of any amounts deferred hereunder in a taxable year that is prior to the taxable year or years in which such amounts would otherwise actually be distributed or made available to Participants or
beneficiaries. Sub-Plan II shall be construed, administered, and governed in a manner that effects such intent, and no action shall be taken that would be inconsistent with such intent. Any provisions that would cause any amount deferred or payable
under Sub-Plan II to be includible in the gross income of any Participant or beneficiary under Section 409A(a)(1) of the Code shall have no force and effect unless and until amended to cause such amount to not be so includible (which amendment
may be retroactive to the extent permitted by Section 409A of the Code). Any reference in this Plan to Section 409A of the Code shall also include any proposed, temporary or final regulations, or any other guidance, promulgated with
respect to such Section 409A by the U.S. Department of Treasury or the Internal Revenue Service. 
 This Plan has been executed on
behalf of the Company this 18th day of December, 2006. 
  

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


  

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