SECOND
      AMENDMENT

    TO

    OMNIBUS
      AGREEMENT

     

    This
      Second Amendment to Omnibus Agreement (this "Amendment")
      is
      dated as of November 1, 2006 and entered into by and among Duke Energy Field
      Services, LLC, a Delaware limited liability Company ("DEFS"),
      DCP
      Midstream GP, LLC, a Delaware limited liability company ("DCP
      LLC"),
      DCP
      Midstream GP, LP, a Delaware limited partnership (the "General
      Partner"),
      DCP
      Midstream Partners, LP, a Delaware limited partnership (the "MLP"),
      and
      DCP Midstream Operating, LP (the "OLP").
      The
      above-named entities are sometimes referred to in this Amendment each as a
      "Party"
      and
      collectively as the "Parties".

     

    RECITALS

     

    
      	A.  	
              The
                Parties entered into that certain Omnibus Agreement dated as of December
                7, 2005, as amended by that certain First Amendment to Omnibus Agreement
                dated April 1, 2006 (together referred to as the "Omnibus
                Agreement")
                (capitalized terms used but not defined herein shall have the meaning
                given thereto in the Omnibus
                Agreement).

            


    

     

    
      	B.  	
              The
                Parties desire to amend Section
                3.3
                of
                the Omnibus Agreement to adjust the fixed general and administrative
                expenses to take into account the Gas Supply Resources LLC assets
                ("GSR")
                transferred to the MLP in the transaction set forth in that certain
                Contribution Agreement between DCP LP Holdings, LP and the MLP, dated
                as
                of October 9, 2006 (the "Contribution
                Agreement").

            


    

     

    FOR
      GOOD AND VALUABLE CONSIDERATION,
      the
      receipt and sufficiency of which is hereby acknowledge, the Parties hereby
      agree
      as follows:

     

    
      	1.  	
              Omnibus
                Agreement Amendment.
                The Omnibus Agreement is hereby amended by replacing Section
                3.3(a)
                in
                its entirety with the following:

            


    

     

    "The
      amount for which DEFS shall be entitled to reimbursement from the Partnership
      Group pursuant to Section
      3.1(b)
      for
      general and administrative expenses associated with the original assets that
      were part of the MLP’s initial public offering shall be a fixed fee equal to
      $4.8 million through calendar year 2006 (the “IPO G&A Expenses Limit”).
      After calendar year 2006, the IPO G&A Expenses Limit shall be increased
      annually by the percentage increase in the Consumer Price Index - All Urban
      Consumers, U.S. City Average, Not Seasonally Adjusted for the applicable year
      (the "CPI
      Adjustment").
      The
      amount for which DEFS shall be entitled to reimbursement from the Partnership
      Group pursuant to Section
      3.1(b)
      for
      general and administrative expenses associated with the contribution of the
      GSR
      assets to the MLP in the Contribution Agreement shall be a fixed fee equal
      to
      $2.0 million for calendar years 2006 and 2007 (the "GSR
      G&A Expenses Limit"),
      but
      shall be prorated for calendar year 2006 based on the number of days remaining
      in calendar year 2006 following the Closing Date (as that term is defined in
      the
      Contribution Agreement). After calendar year 2007, the GSR G&A Expenses
      Limit shall be increased by the CPI Adjustment. In the event that the
      Partnership Group makes any additional acquisitions of assets or businesses
      or
      the business of the Partnership Group otherwise expands following the date
      of
      this Agreement, then the IPO G&A Expenses Limit and/or GSR G&A Expenses
      Limit shall be appropriately increased in order to account for adjustments
      in
      the nature and extent of the general and administrative services by DEFS to
      the
      Partnership Group, with any such increase subject to the approval of both the
      Special Committee of DCP LLC’s Board of Directors and DEFS. For time periods
      after calendar year 2008, DEFS and the General Partner will determine the amount
      of general and administrative expenses that will be properly allocated to the
      Partnership in accordance with the terms of the Partnership Agreement.


     

    
      
        
        

      

      
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              2.

            	
              Acknowledgement.
                Except as amended hereby, the Omnibus Agreement shall remain in full
                force
                and effect as previously executed, and the Parties hereby ratify
                the
                Omnibus Agreement as amended
                hereby.

            


    

     

    
      	 	
              3.

            	
              Counterparts.
                This Amendment may be executed in one or more counterparts, all of
                which
                shall be considered one and the same agreement, and shall become
                effective
                when one or more counterparts have been signed by each of the Parties
                hereto and delivered (including by facsimile) to the other
                Parties.

            


    

     

    


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    EACH
      OF THE UNDERSIGNED,
      intending to be legally bound, has caused this Amendment to be duly executed
      and
      delivered to be effective as of October 31, 2006, regardless of the actual
      date
      of execution of this Amendment.

     

    
      	 	 	 
	 	DUKE
              ENERGY FIELD SERVICES, LLC
	 
 	 
 	 
 
	 	By:  	/s/ Mark
              Borer
	 	
              

              Name:
                Mark A. Borer

              Title:
                Vice President

            


    

     

    
      	 	 	 
	 	DCP
              MIDSTREAM GP, LLC
	 
 	 
 	 
 
	 	By:  	/s/ Greg
              K.
              Smith
	 	
              

              Name:
                Greg K. Smith

              Title:
                Vice President

            


    

    


    
      	 	 	 
	 	
              DCP
                MIDSTREAM GP, LP

              By:
                DCP MIDSTREAM GP, LLC, its general partner

            
	 
 	 
 	 
 
	 	By:  	/s/
              Greg
              K. Smith
	 	
              

              Name:
                Greg K. Smith 

              Title:
                Vice President

            


    

     

    
      	 	 	 
	 	DCP
              MIDSTREAM PARTNERS, LP 
              By:
                DCP MIDSTREAM GP, LP, its general partner

              By:
                DCP MIDSTREAM GP, LLC, its general partner

            
	 
 	 
 	 
 
	 	By:  	/s/ Greg
              K.
              Smith
	 	
              

              Name:
                Greg K. Smith

              Title:
                Vice President

            


    

     

    
      	 	 	 
	 	DCP
              MIDSTREAM OPERATING, LP
	 
 	 
 	 
 
	 	By:  	/s/ Greg
              K.
              Smith
	 	
              
                

              

              Name: Greg K. Smith

              Title: Vice
                President

            


    

     

    
      
        
        

      

      
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