Exhibit 10.4



 Exhibit 10.4 
 CHANGE IN CONTROL AGREEMENT 
 THIS AGREEMENT, dated as of January ___, 2007, is made by and between
Spectra Energy Corp, a Delaware corporation (the “Company”), and _______ (the “Executive”). 
 WHEREAS, Duke Energy
Corporation (“Duke Energy”), acting through its direct and indirect subsidiaries, currently conducts a number of businesses, including (i) the Gas Business, and (ii) the Power Business (as such terms are defined in the Separation
and Distribution Agreement, dated as of December 13, 2006, between the Company and Duke Energy (the “Separation and Distribution Agreement”)); 
 WHEREAS, the Board of Directors of Duke Energy has determined that it is appropriate, desirable and in the best interests of Duke Energy and its stockholders to separate Duke Energy into two separate, independent and
publicly traded companies, (i) one comprising the Gas Business, which shall be owned and conducted, directly or indirectly, by the Company, and (ii) one comprising the Power Business which shall continue to be owned and conducted, directly
or indirectly, by Duke Energy; 
 WHEREAS, in furtherance of the foregoing, Duke Energy has announced its intention to distribute all of the
shares of common stock, par value $0.001 per share, of GasCo owned by Duke Energy to the holders of the common stock, par value $0.001 per share, of Duke Energy by means of the Distribution (as such term is defined in the Separation and Distribution
Agreement, the “Distribution”); 
 WHEREAS, the Company considers it essential to the best interests of its shareholders to foster
the continued employment of key management personnel; 
 WHEREAS, the Board recognizes that, as is the case with many publicly held
corporations, the possibility of a Change in Control exists and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the
Company and its shareholders; 
 WHEREAS, the Board has determined that appropriate steps should be taken to reinforce and encourage the
continued attention and dedication of members of the Company’s management, including the Executive, to their assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility of a Change in
Control; and 
 WHEREAS, the Executive and the Company intend that this Agreement shall not be of any force or effect unless and until the
Distribution occurs. 







 NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Company
and the Executive, intending to be legally bound, do hereby agree as follows: 
 1. Definitions. For purposes of this
Agreement, the following terms shall have the meanings indicated below: 
 (A) “Accrued Rights” shall have the
meaning set forth in Section 3 hereof. 
 (B) “Affiliate” shall have the meaning set forth in Rule 12b-2
promulgated under Section 12 of the Exchange Act. 
 (C) “Auditor” shall have the meaning set forth in
Section 4.2 hereof. 
 (D) “Base Amount” shall have the meaning set forth in section 280G(b)(3) of the Code.

 (E) “Beneficial Ownership” shall have the meaning set forth in Rule 13d-3 under the Exchange Act. 
 (F) “Board” shall mean the Board of Directors of the Company. 
 (G) “Cause” for termination by the Company of the Executive’s employment shall mean (i) a material failure by the
Executive to carry out, or malfeasance or gross insubordination in carrying out, reasonably assigned duties or instructions consistent with the Executive’s position, (ii) the final conviction of the Executive of a felony or crime involving
moral turpitude, (iii) an egregious act of dishonesty by the Executive (including, without limitation, theft or embezzlement) in connection with employment, or a malicious action by the Executive toward the customers or employees of the Company
or any Affiliate, (iv) a material breach by the Executive of the Company’s Code of Business Ethics, or (v) the failure of the Executive to cooperate fully with governmental investigations involving the Company or its Affiliates;
provided, however, that the Company shall not have reason to terminate the Executive’s employment for Cause pursuant to this Agreement unless the Executive receives written notice from the Company identifying the acts or omissions
constituting Cause and gives the Executive a 30-day opportunity to cure, if such acts or omissions are capable of cure. 
 (H)
A “Change in Control” shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred: 
 (a) an acquisition subsequent to the date hereof by any Person of Beneficial Ownership of thirty percent (30%) or more of either (A) the then outstanding shares of common stock of the Company 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)

  

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any acquisition by the Company and (3) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any
Subsidiary; 
 (b) during any period of two (2) consecutive years (not including any period prior to the date hereof),
individuals who at the beginning of such period constitute the Board (and any new directors whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds (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; 
 (c) the consummation 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 corporation 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 or any parent thereof) at least fifty percent (50%) of the combined voting power
of the voting securities of the Company (or such surviving entity or any parent thereof) outstanding immediately after such merger, consolidation, or reorganization; 
 (d) the consummation 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 
 (e)
adoption by the Board 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 Distribution. 
 (I) “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time. 
 (J) “Company” shall mean Spectra Energy Corp and, except in determining under Section 1.H hereof whether or not any Change in Control of the Company has occurred, shall include any successor to its business and/or assets
which assumes and agrees to perform this Agreement by operation of law, or otherwise. 
 (K) “Confidential
Information” shall have the meaning set forth in Section 8 hereof. 
 (L) “DB Pension Plan” shall mean any
tax-qualified, supplemental or excess defined benefit pension plan maintained by the Company and any other defined 

  

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benefit plan or agreement entered into between the Executive and the Company which is designed to provide the Executive with supplemental retirement
benefits. 
 (M) “DC Pension Plan” shall mean any tax-qualified, supplemental or excess defined contribution plan
maintained by the Company and any other defined contribution plan or agreement entered into between the Executive and the Company which is designed to provide the executive with supplemental retirement benefits. 
 (N) “Date of Termination” with respect to any purported termination of the Executive’s employment after a Change in Control
and during the Term, shall mean (i) if the Executive’s employment is terminated for Disability, thirty (30) days after Notice of Termination is given (provided that the Executive shall not have returned to the full-time performance of
the Executive’s duties during such thirty (30) day period), and (ii) if the Executive’s employment is terminated for any other reason, the date specified in the Notice of Termination (which, in the case of a termination by the
Company, shall not be less than thirty (30) days (except in the case of a termination for Cause) and, in the case of a termination by the Executive, shall not be less than fifteen (15) days nor (without the consent of the Company) more
than sixty (60) days, respectively, from the date such Notice of Termination is given). 
 (O) “Disability”
shall be deemed the reason for the termination by the Company of the Executive’s employment, if, as a result of the Executive’s incapacity due to physical or mental illness, the Executive shall have been absent from the full-time
performance of the Executive’s duties with the Company for a period of six (6) consecutive months, the Company shall have given the Executive a Notice of Termination for Disability, and, within thirty (30) days after such Notice of
Termination is given, the Executive shall not have returned to the full-time performance of the Executive’s duties. 
 (P) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time. 
 (Q)
“Excise Tax” shall mean any excise tax imposed under section 4999 of the Code. 
 (R) “Executive” shall
mean the individual named in the first paragraph of this Agreement. 
 (S) “Good Reason” for termination by the
Executive of the Executive’s employment shall mean the occurrence (without the Executive’s express written consent which specifically references this Agreement) after any Change in Control (subject to Section 4.3 hereof) of any one of
the following acts by the Company, or failures by the Company to act, unless such act or failure to act is corrected prior to the Date of Termination specified in the Notice of Termination given in respect thereof: (i) the assignment to the
Executive of any duties materially inconsistent with the Executive’s status with the Company or a substantial adverse alteration in the nature or status of the 

  

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Executive’s responsibilities from those in effect immediately prior to the Change in Control, (ii) a reduction in the Executive’s annual base
salary as in effect immediately prior to the Change in Control (exclusive of any across the board reduction similarly affecting all or substantially all similarly situated employees determined without regard to whether or not an otherwise similarly
situated employee’s employment was with the Company prior to the Change in Control), (iii) a reduction in the Executive’s target annual bonus as in effect immediately prior to the Change in Control (exclusive of any across the board
reduction similarly affecting all or substantially all similarly situated employees determined without regard to whether or not an otherwise similarly situated employee’s employment was with the Company prior to the Change in Control),
(iv) the elimination of any material employee benefit plan in which the Executive is participating immediately prior to the Change in Control, or the material reduction of the Executive’s benefits under any such plan, unless the Company
either (A) immediately replaces such employee benefit plan, or unless the Executive is permitted to immediately participate in other employee benefit plan(s), providing the Executive with a substantially equivalent value of benefits in the
aggregate to those eliminated or materially reduced (it being understood that any such replacement plan or benefit need not be an identical “type” of plan or benefit as that being eliminated or reduced in order for “Good Reason”
not to be triggered by this subsection (iv), as long as the aggregate value of such replacement plan(s) or benefit to the Executive is substantially equivalent to that being eliminated or reduced), or (B) immediately provides the Executive with
other forms of compensation of comparable value to that being eliminated or reduced (including but not limited to increases in the Executive’s base salary or other cash compensation), (v) the failure of the Company to obtain the assumption
agreement from any successor as contemplated in Section 11.1 hereof, or (vi) a relocation that requires the Executive to report to a work location more than 35 miles from the work location to which he was assigned prior to the
change-in-control and the Executive does not consent to the relocation. 
 The Executive’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 hereunder. 
 (T) “Notice of Termination” shall have the meaning set forth in Section 5 hereof. 
 (U)
“Person” shall have the meaning given in section 3(a)(9) of the Exchange Act, as modified and used in sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company or any of its subsidiaries, (ii) a
trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation
owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company. 
 (V) “Repayment Amount” shall have the meaning set forth in Section 7.3 hereof. 
  

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 (W) “Restricted Period” shall have the meaning set forth in Section 7.2
hereof. 
 (X) “Severance Payments” shall have the meaning set forth in Section 4.1(C) hereof. 
 (Y) “Severance Period” shall have the meaning set forth in Section 4.1(C) hereof. 
 (Z) “Subsidiary” means an entity that is wholly owned, directly or indirectly, by the Company, or any other affiliate of the
Company that is so designated from time to time by the Company. 
 (AA) “Term” shall mean the period of time
described in Section 2 hereof (including any extension, continuation or termination described therein). 
 (BB)
“Total Payments” shall mean those payments so described in Section 4.2 hereof. 
 2. Term of Agreement. The Term of
this Agreement shall commence on the date hereof and shall continue in effect through the second anniversary of the date hereof; provided, however, that commencing on the date that is twenty-four (24) months following the date
hereof and each subsequent monthly anniversary, the Term shall automatically be extended for one additional month; further provided, however, the Company or the Executive may terminate this Agreement effective at any time following the
second anniversary of the date hereof only with six (6) months advance written notice (which such notice may be given before such second anniversary); and further provided, however, that, notwithstanding the above, if a
Change in Control shall have occurred during the Term, the Term shall in no case expire earlier than twenty-four (24) months beyond the month in which such Change in Control occurred. 
 3. Compensation Other Than Severance Payments. If the Executive’s employment shall be terminated for any reason following a Change in Control
(subject to Section 4.3 hereof) and during the Term, the Company shall pay the Executive the salary amounts payable in the normal course for service through the Date of Termination and any rights or payments that have become vested or that are
otherwise due in accordance with the terms of any employee benefit, incentive, or compensation plan or arrangement maintained by the Company that the Executive participated in at the time of his or her termination of employment (together, the
“Accrued Rights”). 
  

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 4. Severance Payments. 
 4.1 Subject to Sections 4.2 and 4.3 hereof, and further subject to the Executive executing and not revoking a release of claims substantially in the form
set forth as Exhibit A to this Agreement, if the Executive’s employment is terminated following a Change in Control and during the Term (but in any event not later than twenty-four (24) months following a Change in Control), other than
(A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then, in either such case, in addition to the payments and benefits representing the Executive’s Accrued Rights, the
Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this Section 4.1 (“Severance Payments”). 
 (A) A lump-sum payment equal to (i) the Executive’s annual bonus payment earned (in the case of a termination during the first year following the Distribution, earned from Duke Energy or its affiliates, if
applicable) for any completed bonus year prior to termination of employment, if not previously paid, plus (ii) a pro-rata amount of the Executive’s target bonus under any performance-based bonus plan, program, or arrangement in which the
Executive participates for the year in which the termination occurs, determined as if all program goals had been met, pro-rated based on the number of days of service during the bonus year occurring prior to termination of employment; 
 (B) In lieu of any severance benefit otherwise payable to the Executive, the Company shall pay to the Executive, no later than fifteen
(15) business days following the Date of Termination, a lump sum severance payment, in cash, equal to two (or, if less, the number of years (including partial years) until the Executive reaches the Company’s mandatory retirement age,
provided that the Company adopts a mandatory retirement age pursuant to 29 USC §631(c)) times the sum of (i) the Executive’s base salary as in effect immediately prior to the Date of Termination or, if higher, in effect immediately
prior to the first occurrence of an event or circumstance constituting Good Reason, and (ii) the Executive’s target short-term incentive bonus opportunity for the fiscal year in which the Date of Termination occurs or, if higher, the
fiscal year in which the first event or circumstance constituting Good Reason occurs. 
 (C) For a period of two years
immediately following the Date of Termination (or, if less, the period until the Executive reaches the Company’s mandatory retirement age, provided that the Company adopts a mandatory retirement age pursuant to 29 USC §631(c)) (the
“Severance Period”), the Company shall arrange to provide the Executive and his or her dependents medical, dental, and basic life insurance benefits substantially similar to those provided to the Executive and his or her dependents
immediately prior to the Date of Termination or, if more favorable to the Executive, those provided to the Executive and his or her dependents immediately prior to the first occurrence of an event or circumstance constituting Good Reason, at no
greater after tax cost to the Executive than the after tax cost to the Executive immediately prior to such date or occurrence; provided, however, that, in lieu of providing such benefits, the Company may choose to (i) provide such
benefits through a third-party insurer, 

  

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(ii) make a lump-sum cash payment to the Executive in an amount equal to the aggregate cost of such coverage for the Severance Period, based on the premium
costs being utilized for such coverage to former employees under “COBRA” at the Date of Termination, or (iii) make a lump-sum cash payment to the Executive in an amount equal to the anticipated cost of such coverage for the Severance
Period, based on the Company’s assumed costs for such coverage for internal accounting purposes at the Date of Termination. Benefits otherwise receivable by the Executive pursuant to this Section 4.1(C) shall be reduced to the extent
benefits of the same type are received by or made available to the Executive during the Severance Period as a result of subsequent employment (and any such benefits received by or made available to the Executive shall be reported to the Company by
the Executive). 
 (D) In addition to the benefits to which the Executive is entitled under the DC Pension Plan, the Company
shall pay the Executive a lump sum amount, in cash, equal to the sum of (i) the amount that would have been contributed thereto by the Company on the Executive’s behalf during the Severance Period, determined (x) as if the Executive
made the maximum permissible contributions thereto during such period, (y) as if the Executive earned compensation during such period equal to the sum of the Executive’s base salary and target bonus as in effect immediately prior to the
Date of Termination, or, if higher, as in effect immediately prior to the occurrence of the first event or circumstance constituting Good Reason, and (z) without regard to any amendment to the DC Pension Plan made subsequent to a Change in
Control and on or prior to the Date of Termination, which amendment adversely affects in any manner the computation of benefits thereunder, and (ii) the unvested portion, if any, of the Executive’s account balance under the DC Pension Plan
as of the Date of Termination that would have vested had Executive remained employed by the Company for the remainder of the Term. 
 (E) In addition to the benefits to which the Executive is entitled under the DB Pension Plan, the Company shall pay the Executive a lump sum amount, in cash, equal to the sum of (i) the amount that would have been allocated thereunder
by the Company in respect of the Executive during the Severance Period, determined (x) as if the Executive earned compensation during such period equal to the sum of the Executive’s base salary and target bonus as in effect immediately
prior to the Date of Termination, or, if higher, as in effect immediately prior to the occurrence of the first event or circumstance constituting Good Reason, and (y) without regard to any amendment to the DB Pension Plan made subsequent to a
Change in Control and on or prior to the Date of Termination, which amendment adversely affects in any manner the computation of benefits thereunder, and (ii) the Executive’s unvested accrued benefit, if any, under the DB Pension Plan as
of the Date of Termination that would have vested had Executive remained employed by the Company for the remainder of the Term. 
  

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 (F) Subject to the last sentence in this section 4.1(F), notwithstanding the terms of any
award agreement or plan document to the contrary, the Executive shall be entitled to receive continued vesting of any long term incentive awards, including awards of stock options but excluding awards of restricted stock, held by the Executive at
the time of his or her termination of employment that are not vested or exercisable on such date, in accordance with their terms as if the Executive’s employment had not terminated, for the duration of the Severance Period, with any options or
similar rights to remain exercisable (to the extent exercisable at the end of the Severance Period) for a period of 90 days following the close of the Severance Period, but not beyond the maximum original term of such options or rights. However, if,
at the time of his severance under the terms of this agreement the Executive has attained an age of 55 years and has at least 5 years of service, nothing in this section 4.1(F) shall truncate either the vesting period or the exercise period
associated with an award. In the event that the terms of any award agreement or plan document, or the actions of the Board in connection with a Change in Control, would provide the Executive with greater benefits with respect to Executive’s
awards than those set forth in this paragraph (for example and without limitation, full accelerated vesting of awards upon a Change in Control, a longer post-termination exercise period, lapse of restrictions on restricted stock, and/or other
benefits in excess of or to a greater extent than those provided for in this paragraph with respect to any of Executive’s awards), then the terms and conditions of any such award agreement, plan document or Board action (as the case may be), to
the extent of such greater benefits, shall apply to such award, and nothing in this Agreement shall be deemed to provide for or require the benefits only to the extent provided in the first two sentences of this Section 4.1(F). 
 4.2(A) Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit received or to be received by the Executive
(including any payment or benefit received in connection with a Change in Control or the termination of the Executive’s employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (all such payments
and benefits, including the Severance Payments, being hereinafter referred to as the “Total Payments”) would be subject (in whole or part), to the Excise Tax, then, after taking into account any reduction in the Total Payments provided by
reason of section 280G of the Code in such other plan, arrangement or agreement, the cash Severance Payments shall first be reduced, and the noncash Severance Payments shall thereafter be reduced, to the extent necessary so that no portion of the
Total Payments is subject to the Excise Tax but only if (i) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments and after taking into
account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments) is greater than or equal to (ii) the net amount of such Total Payments without such reduction (but after subtracting the net
amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which the Executive would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized
deductions and personal exemptions 

  

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attributable to such unreduced Total Payments); provided, however, that the Executive may elect to have the noncash Severance Payments reduced
(or eliminated) prior to any reduction of the cash Severance Payments. 
 (B) For purposes of determining whether and the
extent to which the Total Payments will be subject to the Excise Tax, (i) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have waived at such time and in such manner as not to constitute a
“payment” within the meaning of section 280G(b) of the Code shall be taken into account, (ii) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel (“Tax Counsel”) who is
reasonably acceptable to the Executive and selected by the accounting firm (the “Auditor”) which was, immediately prior to the Change in Control, the Company’s independent auditor, does not constitute a “parachute payment”
within the meaning of section 280G(b)(2) of the Code (including by reason of section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments shall be taken into account which, in the opinion of Tax Counsel,
constitutes reasonable compensation for services actually rendered, within the meaning of section 280G(b)(4)(B) of the Code, in excess of the Base Amount allocable to such reasonable compensation, and (iii) the value of any non-cash benefit or
any deferred payment or benefit included in the Total Payments shall be determined by the Auditor in accordance with the principles of sections 280G(d)(3) and (4) of the Code. 
 (C) At the time that payments are made under this Agreement, the Company shall provide the Executive with a written statement setting
forth the manner in which such payments were calculated and the basis for such calculations including, without limitation, any opinions or other advice the Company has received from Tax Counsel, the Auditor or other advisors or consultants (and any
such opinions or advice which are in writing shall be attached to the statement). 
 4.3 Notwithstanding anything in this Agreement to the
contrary, if (i) Executive’s employment is terminated prior to a Change in Control but after the Company and/or a third party have taken affirmative steps reasonably calculated to effectuate a Change in Control, (ii) such termination
is a termination by the Company without Cause, or by the Executive for reasons that would have constituted Good Reason had they occurred following a Change in Control, and the event or actions taken by the Company in connection with such termination
have been taken at the request or suggestion of such third party, and (iii) a Change in Control involving such third party (or a party competing with such third party to effectuate a Change in Control) does in fact occur, then for purposes of
this Agreement, the date immediately prior to the date of such termination shall be treated as a Change in Control. For purposes of determining the timing of payments and benefits to the Executive under this Agreement in such event, the date
of the actual Change in Control shall be treated as the Executive’s Date of Termination under Section 1(N), and for purposes of determining the amount of payments and benefits to the Executive under this Section 4, the date
Executive’s employment is actually terminated shall be treated as the Executive’s Date of Termination under Section 1(N). 
  

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 5. Notice of Termination. After a Change in Control and during the Term, any purported termination
of the Executive’s employment (other than by reason of death) shall be communicated by written Notice of Termination from one party hereto to the other party hereto in accordance with Section 12 hereof. For purposes of this Agreement, a
“Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon. 
 6. No Mitigation. The Company agrees that, if the Executive’s employment with the Company terminates during the Term, the Executive is not required to seek other employment or to attempt in any way to reduce any amounts payable
to the Executive by the Company pursuant to Section 4 hereof. Further, except as specifically provided in Section 4.1(C) hereof, no payment or benefit provided for in this Agreement shall be reduced by any compensation earned by the
Executive as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Executive to the Company, or otherwise. 
 7. Restrictive Covenants. 
 7.1
Noncompetition and Nonsolicitation. During the Restricted Period (as defined below), the Executive agrees that he or she shall not, without the Company’s prior written consent, for any reason, directly or indirectly, either as principal,
agent, manager, employee, partner, shareholder, director, officer, consultant or otherwise (A) become engaged or involved in any business (other than as a less-than three percent (3%) equity owner of any corporation traded on any national,
international or regional stock exchange or in the over-the-counter market) that competes with the Company or any of its Affiliates in the business of gathering, processing, distribution, storage or transmission of natural gas, resale or arranging
for the purchase or for the resale, brokering, marketing, or trading of natural gas, 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;, and sales and marketing of natural gas, domestically and abroad; and any other business in which the Company, including Affiliates, is engaged at the termination of the
Executive’s continuous employment by the Company, including Affiliates; or (B) induce or attempt to induce any customer, client, supplier, employee, agent or independent contractor of the Company or any of its Affiliates to reduce,
terminate, restrict or otherwise alter its business relationship with the Company or its Affiliates. The provisions of this Section 7.1 shall be limited in scope and effective only within the following geographical areas: (i) any country
in the world where the Company, including Affiliates, has at least US$25 million in capital deployed as of termination of the Executive’s continuous employment by Company, including Affiliates; (ii) the continent of North America;
(iii) the United States of America and Canada; (iv) the United States of America; (v) the states of Florida, Texas, California, Massachusetts, Illinois, Michigan, New York, Colorado, Oklahoma Ohio, Kentucky, Indiana, Pennsylvania,
Connecticut and Louisiana; (vi) the states of Texas, Colorado, Massachusetts, Louisiana, Pennsylvania, and Connecticut and (vii) any state or states with respect to which was conducted a business of the Company, including Affiliates,


  

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which business constituted a substantial portion of the Executive’s employment. The parties intend the above geographical areas to be completely
severable and independent, and any invalidity or unenforceability of this Agreement with respect to any one area shall not render this Agreement unenforceable as applied to any one or more of the other areas. Nothing in Section 7.1 shall be
construed to prohibit the Executive being retained during the Restricted Period in a capacity as an attorney licensed to practice law, or to restrict the Executive providing advice and counsel in such capacity, in any jurisdiction where such
prohibition or restriction is contrary to law. 
 7.2 Restricted Period. For purposes of this Agreement, “Restricted Period”
shall mean the period of the Executive’s employment during the Term and, in the event of a termination of the Employee’s employment following a Change in Control that entitles Executive to Severance Payments covered by Section 4
hereof, the twelve (12) month period following such termination of employment, commencing from the Date of Termination. 
 7.3
Forfeiture and Repayments. The Executive agrees that, in the event he or she violates the provisions of Section 7 hereof during the Restricted Period, he or she will forfeit and not be entitled to any Severance Payments or any non-cash
benefits or rights under this Agreement (including, without limitation, stock option rights), other than the payments provided under Section 3 hereof. The Executive further agrees that, in the event he or she violates the provisions of
Section 7 hereof following the payment or commencement of any Severance Payments, (A) he or she will forfeit and not be entitled to any further Severance Payments, and (B) he or she will be obligated to repay to the Company an amount
in respect of the Severance Payments previously made to him or her under Section 4 hereof (the “Repayment Amount”). The Repayment Amount shall be determined by aggregating the cash Severance Payments made to the Executive and
multiplying the resulting amount by a fraction, the numerator of which is the number of full and partial calendar months remaining in the Severance Period at the time of the violation (rounded to the nearest quarter of a month), and the denominator
of which is twenty-four (24). The Repayment Amount shall be paid to the Company in cash in a single sum within ten (10) business days after the first date of the violation, whether or not the Company has knowledge of the violation or has made a
demand for payment. Any such payment made following such date shall bear interest at a rate equal to the prime lending rate of Citibank, N.A. (as periodically set) plus 1%. Furthermore, in the event the Executive violates the provisions of
Section 7 hereof, and notwithstanding the terms of any award agreement or plan document to the contrary (which shall be considered to be amended to the extent necessary to reflect the terms hereof), the Executive shall immediately forfeit the
right to exercise any stock option or similar rights that are outstanding at the time of the violation, and the Repayment Amount, calculated as provided above, shall be increased by the amount of any gains (measured by the difference between the
aggregate fair market value on the date of exercise of shares underlying the stock option or similar right (including without limitation restricted stock, restricted stock units, performance shares and phantom stock units) and the aggregate exercise
price (if any) of such stock option or similar right) realized by the Executive 

  

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upon the exercise or payment of such stock options or similar rights within the one-year period prior to the first date of the violation. 
 7.4 Permissive Release. The Executive may request that the Company release him or her from the restrictive covenants of Section 7.1 hereof
upon the condition that the Executive forfeit and repay all termination benefits and rights provided for in Section 4.1 hereof. The Company may, in its sole discretion, grant such a release in whole or in part or may reject such request and
continue to enforce its rights under this Section 7. 
 7.5 Consideration; Survival. The Executive acknowledges and agrees that
the compensation and benefits provided in this Agreement constitute adequate and sufficient consideration for the covenants made by the Executive in this Section 7 and in the remainder of this Agreement. As further consideration for the
covenants made by the Executive in this Section 7 and in the remainder of this Agreement, the Company has provided and will provide the Executive certain proprietary and other confidential information about the Company, including, but not
limited to, business plans and strategies, budgets and budgetary projections, income and earnings projections and statements, cost analyses and assessments, and/or business assessments of legal and regulatory issues. The Executive’s obligations
under this Section 7 shall survive any termination of his or her employment as specified herein. 
 8. Confidentiality. The
Executive acknowledges that during the Executive’s employment with the Company or any of its Affiliates, the Executive will acquire, be exposed to and have access to, non-public material, data and information of the Company and its Affiliates
and/or their customers or clients that is confidential, proprietary, and/or a trade secret (“Confidential Information”). At all times, both during and after the Term, the Executive shall keep and retain in confidence and shall not
disclose, except as required and authorized in the course of the Executive’s employment with the Company or any its Affiliates, to any person, firm or corporation, or use for his or her own purposes, any Confidential Information. For purposes
of this Agreement, such Confidential Information shall include, but shall not be limited to: sales methods, information concerning principals or customers, advertising methods, financial affairs or methods of procurement, marketing and business
plans, strategies (including risk strategies), projections, business opportunities, inventions, designs, drawings, research and development plans, client lists, sales and cost information and financial results and performance. Notwithstanding the
foregoing, “Confidential Information” shall not include any information known generally to the public (other than as a result of unauthorized disclosure by the Executive or by the Company or its Affiliates). The Executive acknowledges that
the obligations pertaining to the confidentiality and non-disclosure of Confidential Information shall remain in effect for a period of five (5) years after termination of employment, or until the Company or its Affiliates has released any such
information into the public domain, in which case the Executive’s obligation hereunder shall cease with respect only to such information so released into the public domain; provided, however, with respect to those items of Confidential
Information which constitute a trade secret as defined by the applicable laws governing the protection 

  

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of trade secrets of the Company, the Executive’s obligation of confidentiality shall continue to survive after the 5-year period to the greatest extent
permitted by applicable trade secret law. The Executive’s obligations under this Section 8 shall survive any termination of his or her employment. If the Executive receives a subpoena or other judicial process requiring that he or she
produce, provide or testify about Confidential Information, the Executive shall notify the Company and cooperate fully with the Company in resisting disclosure of the Confidential Information. The Executive acknowledges that the Company has the
right either in the name of the Executive or in its own name to oppose or move to quash any subpoena or other legal process directed to the Executive regarding Confidential Information. Notwithstanding any other provision of this Agreement, the
Executive remains free to report or otherwise communicate any nuclear safety concern, any workplace safety concern, or any public safety concern to the United States Department of Labor or any other appropriate federal or state governmental agency,
and the Executive remains free to participate in any federal or state administrative, judicial, or legislative proceeding or investigation with respect to any claims and matters not resolved and terminated pursuant to this Agreement. With respect to
any claims and matters resolved and terminated pursuant to this Agreement, the Executive is free to participate in any federal or state administrative, judicial, or legislative proceeding or investigation if subpoenaed. The Executive shall give the
Company, through its legal counsel, notice, including a copy of the subpoena, within twenty-four (24) hours of receipt thereof. 
 9.
Return of Company Property. All records, files, lists, including, computer generated lists, drawings, documents, equipment and similar items relating to the business of the Company and its Affiliates which the Executive shall prepare or
receive from the Company or its Affiliates shall remain the sole and exclusive property of Company and its Affiliates. Upon termination of the Executive’s employment for any reason, the Executive shall promptly return all property of Company or
any its Affiliates in his or her possession. The Executive further represents that he or she will not copy or cause to be copied, print out or cause to be printed out any software, documents or other materials originating with or belonging to the
Company or any of its Affiliates. 
 10. Acknowledgement and Enforcement. The Executive acknowledges that the restrictions contained
in this Agreement with regards to the Executive’s use of Confidential Information and his or her future business activities are fair, reasonable and necessary to protect the Company’s legitimate protectable interests, particularly given
the competitive nature and broad scope of the Company’s business and that of its Affiliates, as well as the Executive’s position with the Company. The Executive further acknowledges that the Company may have no adequate means to protect
its rights under this Agreement other than by securing an injunction (a court order prohibiting the Executive from violating this Agreement). The Executive therefore agrees that the Company, in addition to any other right or remedy it may have,
shall be entitled to enforce this Agreement by obtaining a preliminary and permanent injunction and any other appropriate equitable relief in any court of competent jurisdiction. The Executive acknowledges that the recovery of damages will not be an
adequate means to redress a breach of this Agreement, but nothing in this Section 10 shall prohibit the Company from 

  

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pursuing any remedies in addition to injunctive relief, including recovery of damages and/or any forfeiture or repayment obligations provided for herein.

 11. Successors; Binding Agreement. 
 11.1 In addition to any obligations imposed by law upon any successor to the Company, the Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.
Failure of the Company to obtain such assumption and agreement to perform this Agreement prior to the effectiveness of any Change in Control shall be a breach of this Agreement and shall constitute Good Reason hereunder. For purposes of implementing
the foregoing, the date on which any such Change in Control becomes effective shall be deemed the date Good Reason occurs, and shall be the Date of Termination if requested by the Executive. 
 11.2 This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees. If the Executive shall die while any amount would still be payable to the Executive hereunder (other than amounts which, by their terms, terminate upon the death of the
Executive) if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives or administrators of the Executive’s
estate; provided, however, such amounts shall be offset by any amounts owed by the Executive to the Company. 
 12. Notices. All
notices or other communications hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered personally, (b) upon confirmation of receipt when such notice or other communication is sent by facsimile,
(c) one day after timely delivery to an overnight delivery courier, or (d) when delivered or mailed by United States registered mail, return receipt requested, postage prepaid. Such notices shall be directed, in the case of the Company, to
the Company’s chief legal officer at the principal executive offices of the Company and, in the case of the Executive, to the Executive at the most recent address on file in the payroll records of the Company. Either party hereto may, by notice
to the other, change its address for receipt of notices hereunder. 
 13. 409A. It is the intention of the Company and the Executive
that this Agreement not result in unfavorable tax consequences to the Executive under Section 409A of the Code. Accordingly, the Executive consents to any amendment of this Agreement as the Company may reasonably make in furtherance of such
intention, and the Company shall promptly provide, or make available to, the Executive a copy of such amendment. 
  

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 14. Miscellaneous. Except as otherwise provided in Section 13 hereof, no provision of this
Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and the Chairman of the Board (or such officer as may be specifically designated by the Chairman of the
Board). No waiver by either party hereto at any time of any breach by the other party hereto of, or of any lack of compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar
or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement supersedes any other agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof which have
been made by either party or Duke Energy; provided, however, that this Agreement shall supersede any agreement setting forth the terms and conditions of the Executive’s employment with the Company only in the event that the
Executive’s employment with the Company is terminated on or within two years following a Change in Control, by the Company other than for Cause or by the Executive for Good Reason. The validity, interpretation, construction and performance of
this Agreement shall be governed by the laws of the State of Texas. All references to sections of the Exchange Act or the Code shall be deemed also to refer to any successor provisions to such sections. Any payments provided for hereunder shall be
paid net of any applicable withholding required under federal, state or local law and any additional withholding to which the Executive has agreed and no such payments shall be treated as creditable compensation under any other employee benefit
plan, program, arrangement or agreement of or with the Company or its affiliates. The obligations of the Company and the Executive under this Agreement which by their nature may require either partial or total performance after the expiration of the
Term (including, without limitation, those under Section 4 hereof) shall survive such expiration. 
 15. Certain Legal Fees. To
provide the Executive with reasonable assurance that the purposes of this Agreement will not be frustrated by the cost of enforcement, the Company shall reimburse the Executive promptly after receipt of an invoice for reasonable attorneys’ fees
and expenses incurred by the Executive as a result of a claim that the Company has breached or otherwise failed to perform its obligations under this Agreement or any provision hereof, regardless of which party, if any, prevails in the contest;
provided, however, that Company shall not be responsible for such fees and expenses to the extent incurred in connection with a claim made by the Executive that the trier of fact in any such contest finds to be frivolous or if the
Executive is determined to have breached his or her obligations under Sections 7, 8, 9, 16, or 17 of this Agreement; and provided further, however, the Company shall not be responsible for such fees or expenses in excess of
$50,000 in the aggregate. 
 16. Cooperation. The Executive agrees that he or she will fully cooperate in any litigation, proceeding,
investigation or inquiry in which the Company or its Affiliates may be or become involved. The Executive also agrees to cooperate fully with any internal investigation or inquiry conducted by or on behalf of the Company. Such cooperation shall
include the Executive making himself or herself available, upon the request of the Company or its counsel, for depositions, court appearances and interviews 

  

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by Company’s counsel. The Company shall reimburse the Executive for all reasonable and documented out-of-pocket expenses incurred by him or her in
connection with such cooperation. To the maximum extent permitted by law, the Executive agrees that he or she will notify the Board if he or she is contacted by any government agency or any other person contemplating or maintaining any claim or
legal action against the Company or its Affiliates or by any agent or attorney of such person. Nothing contained in this Section 16 shall preclude the Executive from providing truthful testimony in response to a valid subpoena, court order,
regulatory request or as may be required by law. 
 17. Non-Disparagement. The Executive agrees that he or she will not make or
publish, or cause to be made or published, any statement which is, or may reasonably be considered to be, disparaging of the Company or its Affiliates, or directors, officers or employees of the businesses of the Company or its Affiliates. Nothing
contained in this Section 17 shall preclude the Executive from providing truthful testimony in response to a valid subpoena, court order, regulatory request or as may be required by law. 
 18. Validity; Severability. The invalidity or unenforceability of any provision of any Section or sub-Section of this Agreement, including, but
not limited to, any provision contained in Section 7 hereof, shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. If any provision of this Agreement is held to be
unenforceable because of the scope, activity or duration of such provision, or the area covered thereby, the parties hereto agree to modify such provision, or that the court making such determination shall have the power to modify such provision, to
reduce the scope, activity, duration and/or area of such provision, or to delete specific words or phrases therefrom, and in its reduced or modified form, such provision shall then be enforceable and shall be enforced to the maximum extent permitted
by applicable law. 
 19. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an
original but all of which together will constitute one and the same instrument. 
 20. Settlement of Disputes. All claims by the
Executive for benefits under this Agreement shall be directed to and determined by the Chairman of the Board and shall be in writing. Any denial by the Chairman of the Board of a claim for benefits under this Agreement shall be delivered to the
Executive in writing and shall set forth the specific provisions of this Agreement relied upon. 
  

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 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

  

			
	SPECTRA ENERGY CORP
		
	By:	 	  
	Name:	 	
	Title:	 	


  

	
	
	   
	EXECUTIVE


  

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 EXHIBIT A 
 RELEASE OF CLAIMS 
 This RELEASE OF CLAIMS (the “Release”) is executed and delivered by
_____________ (the “Employee”) to SPECTRA ENERGY CORP (together with its successors, the “Company”). 
 In consideration
of the agreement by the Company to provide the Employee with the rights, payments and benefits under the Change in Control Agreement between the Employee and the Company dated _____________ (the “Severance Agreement”), the Employee hereby
agrees as follows: 
 Section 1. Release and Covenant. The Employee, of his or her own free will, voluntarily and unconditionally
releases and forever discharges the Company, its subsidiaries, parents, affiliates, their directors, officers, employees, agents, stockholders, successors and assigns (both individually and in their official capacities with the Company) (the
“Company Releasees”) from, any and all past or present causes of action, suits, agreements or other claims which the Employee, his or her dependents, relatives, heirs, executors, administrators, successors and assigns has or may hereafter
have from the beginning of time to the date hereof against the Company or the Company Releasees upon or by reason of any matter, cause or thing whatsoever, including, but not limited to, any matters arising out of his or her employment by the
Company and the cessation of said employment, and including, but not limited to, any alleged violation of the Civil Rights Acts of 1964 and 1991, the Equal Pay Act of 1963, the Employee Retirement Income Security Act of 1974, the Age Discrimination
in Employment Act of 1967, the Rehabilitation Act of 1973, the Older Workers Benefit Protection Act of 1990, the Americans with Disabilities Act of 1990 and any other federal, state or local law, regulation or ordinance, or public policy, contract
or tort law having any bearing whatsoever on the terms and conditions of employment or termination of employment. This Release shall not, however, constitute a waiver of any of the Employee’s rights under the Severance Agreement. 
 Section 2. Due Care. The Employee acknowledges that he or she has received a copy of this Release prior to its execution and has been advised hereby
of his or her opportunity to review and consider this Release for 21 days prior to its execution. The Employee further acknowledges that he or she has been advised hereby to consult with an attorney prior to executing this Release. The Employee
enters into this Release having freely and knowingly elected, after due consideration, to execute this Release and to fulfill the promises set forth herein. This Release shall be revocable by the Employee during the 7-day period following its
execution, and shall not become effective or enforceable until the expiration of such 7-day period. In the event of such a revocation, the Employee shall not be entitled to the consideration for this Release set forth above. 
 Section 3. Nonassignment of Claims; Proceedings. The Employee represents and warrants that there has been no assignment or other transfer of any
interest in any claim 

  

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which the Employee may have against the Company or any of the Company Releasees. The Employee represents that he or she has not commenced or joined in any
claim, charge, action or proceeding whatsoever against the Company or any of the Company Releasees arising out of or relating to any of the matters set forth in this Release. The Employee further agrees that he or she will not seek or be entitled to
any personal recovery in any claim, charge, action or proceeding whatsoever against the Company or any of the Company Releasees for any of the matters set forth in this Release. 
 Section 4. Reliance by Employee. The Employee acknowledges that, in his or her decision to enter into this Release, he or she has not relied on any
representations, promises or agreements of any kind, including oral statements by representatives of the Company or any of the Company Releasees, except as set forth in this Release and the Severance Agreement. 
 Section 5. Nonadmission. Nothing contained in this Release will be deemed or construed as an admission of wrongdoing or liability on the part of the
Company or any of the Company Releasees. 
 Section 6. Communication of Safety Concerns. Notwithstanding any other provision of this
Agreement, the Employee remains free to report or otherwise communicate any nuclear safety concern, any workplace safety concern, or any public safety concern to the Nuclear Regulatory Commission, United States Department of Labor, or any other
appropriate federal or state governmental agency, and the Employee remains free to participate in any federal or state administrative, judicial, or legislative proceeding or investigation with respect to any claims and matters not resolved and
terminated pursuant to this Agreement. With respect to any claims and matters resolved and terminated pursuant to this Agreement, the Employee is free to participate in any federal or state administrative, judicial, or legislative proceeding or
investigation if subpoenaed. The Employee shall give the Company, through its legal counsel, notice, including a copy of the subpoena, within twenty-four (24) hours of receipt thereof. 
 Section 7. Cash Balance Litigation. You may or may not know that a class action lawsuit was commenced on February 6, 2006. Here is the caption
of that case: Kenneth Walton George, Dennis Reed Bowen, Clyde Freeman, George Moyers, Jim Matthews, and Henry Miller, on their own behalf and on behalf of a class of persons similarly situated v. Duke Energy Retirement Cash Balance Plan and Duke
Energy Corporation, Case No. 8:06-CV-00373-HFF, pending in the United States District Court for the District of South Carolina. This paragraph deals with that lawsuit, and any lawsuit asserting similar claims (the “Cash Balance Plan
Litigation”). The Cash Balance Plan Litigation seeks additional benefits under the Duke Energy Retirement Cash Balance Plan (and perhaps the Company’s Retirement Cash Balance Plan), and other relief. The Company and the Cash Balance Plan
intend to defend themselves vigorously in the Cash Balance Plan Litigation and take the position that no damages should result from the litigation. You should consider the Cash Balance Plan Litigation in connection with this Release, because the
Company and the Cash Balance Plan will take the position that this Release completely releases your rights in the Cash Balance Plan Litigation. In the event 

  

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that a court in the Cash Balance Plan Litigation should rule that despite this Release you are entitled to some recovery of benefits under the terms of the
Cash Balance Plan, you agree that you will get only the difference, if any, between what you have been paid under the Severance Agreement and what you would get under that ruling. In the event that a court in the Cash Balance Plan Litigation should
rule that despite this Release the Company or the Cash Balance Retirement Plan must pay damages other than benefits under the Cash Balance Plan, you agree that you will get only the difference, if any, between what you have been paid under the
Severance Agreement and what you would get under that ruling. You are free to consult with counsel representing the plaintiff class in the Cash Balance Plan Litigation, whose names and addresses are attached. You may, of course, contact any other
lawyer. You are encouraged to discuss this matter with the lawyer of your own choosing. 
 Section 8. Governing Law. This Release shall
be interpreted, construed and governed according to the laws of the State of Texas, without reference to conflicts of law principles thereof. 
 Section 9. Severability. It is understood by you and the Company that if any part of this Release of Claims is held by a court to be invalid, the remaining portions shall not be affected. 
 This RELEASE OF CLAIMS is executed by the Employee and delivered to the Company on
                                        
    . 
  
  

			
	 EMPLOYEE
	 	  
		
		 	[not to be signed upon execution of Change in Control Agreement]

  

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