Common use of Incentive Plan Clause in Contracts

Incentive Plan. Effective January 1, 2003, the basis on which any Incentive Plan payment is calculated will be modified. The modified plan will be based upon a 100% target payout of 2.5%, comprised of 1.75% District / Departmental targets and 0.75% Spectra Energy Earnings Per Share (EPS). Any Incentive Plan payout will be based upon the employee’s incentive eligible earnings which includes straight-time earnings, STD, vacation pay, holiday pay, flex days, overtime pay, and shift premiums. For clarity, any other forms of payment will not be included in the employee’s incentive eligible earnings. The rules and administration and payout formula of the Company’s Short Term Incentive Plan will apply to this Incentive Plan. The Incentive Plan for employees will be calculated on:  Operations District/Departmental targets - a sliding scale based on the achievement of the targets. The sliding scale starts at an achievement level of fifty (50%) percent each calendar year. Achievement below fifty percent (50%) in any calendar year results in no payout under this component of the Incentive Plan. At one hundred percent (100%) achievement level in a calendar year, the District / Department component of the Incentive Plan payment will be: • One and three-quarters percent (1.75%) of the employee’s incentive eligible earnings in each of the calendar years 2012, 2013, and 2014, or At the achievement level of two hundred percent (200%) or more in a calendar year, the maximum District / Department component of the Incentive Plan payment will be: • Three and one-half percent (3.5%) of the employee’s incentive eligible earnings in each of the calendar years 2012, 2013, and 2014.  Spectra Energy Earnings Per Share (EPS) - a sliding scale based on the achievement of the target EPS. The sliding scale starts at an achievement level of fifty (50%) percent each calendar year. Achievement below fifty percent (50%) in any calendar year results in no payout under this component of the Incentive Plan. At one hundred percent (100%) achievement level in a calendar year, the EPS component of the Incentive Plan payment will be: • Three-quarters percent (0.75%) of the employee’s incentive eligible earnings in each of the calendar years 2012, 2013, and 2014, or At the achievement level of two hundred percent (200%) or more in a calendar year, the maximum EPS component of the Incentive Plan payment will be: • One and one-half percent (1.50%) of the employee’s incentive eligible earnings in each of the calendar years 2012, 2013, and 2014. The District / Department and Spectra Energy Earnings Per Share targets will be established annually by the Company. Any applicable payment under this Incentive Plan will be paid by March 31, of the following calendar year.

Incentive Plan. Effective January 1, 2003, the basis on which any Incentive Plan payment is calculated will be modified. The modified plan will be based upon a 100% target payout of 2.5%, comprised of 1.75% District / Departmental targets and 0.75% Spectra Energy Earnings Per Share (EPS). Any Incentive Plan payout will be based upon the employee’s incentive eligible earnings which includes straight-time earnings, STD, vacation pay, holiday pay, flex paid personal days, overtime pay, and shift premiums. For clarity, any other forms of payment will not be included in the employee’s incentive eligible earnings. The rules and administration and payout formula of the Company’s Short Term Incentive Plan will apply to this Incentive Plan. The Incentive Plan for employees will be calculated on:  ⮚ Operations District/Departmental targets - a sliding scale based on the achievement of the targets. The sliding scale starts at an achievement level of fifty (50%) percent each calendar year. Achievement below fifty percent (50%) in any calendar year results in no payout under this component of the Incentive Plan. At one hundred percent (100%) achievement level in a calendar year, the District / Department component of the Incentive Plan payment will be: • One and three-quarters percent (1.75%) of the employee’s incentive eligible earnings in each of the calendar years 20122009, 20132010, and 20142011, or At the achievement level of two one hundred and fifty percent (200150%) or more in a calendar year, the maximum District / Department component of the Incentive Plan payment will be: • Three Two and onefive-half eighths percent (3.52.625%) of the employee’s incentive eligible earnings in each of the calendar years 20122009, 20132010, and 20142011.  ⮚ Spectra Energy Earnings Per Share (EPS) - a sliding scale based on the achievement of the target EPS. The sliding scale starts at an achievement level of fifty (50%) percent each calendar year. Achievement below fifty percent (50%) in any calendar year results in no payout under this component of the Incentive Plan. At one hundred percent (100%) achievement level in a calendar year, the EPS component of the Incentive Plan payment will be: • Three-quarters percent (0.75%) of the employee’s incentive eligible earnings in each of the calendar years 20122009, 20132010, and 20142011, or At the achievement level of two hundred percent (200%) or more in a calendar year, the maximum EPS component of the Incentive Plan payment will be: • One and one-half percent (1.50%) of the employee’s incentive eligible earnings in each of the calendar years 20122009, 20132010, and 20142011. The District / Department and Spectra Energy Earnings Per Share targets will be established annually by the Company. Any applicable payment under this Incentive Plan will be paid by March 31, of the following calendar year.

Incentive Plan. Effective January 1, 2003, the basis on which any Incentive Plan payment is calculated will be modified. The modified plan will be based upon a 100% target payout of 2.5%, comprised of 1.75% District / Departmental targets and 0.75% Spectra Energy Earnings Per Share (EPS). Any Incentive Plan payout will be based upon the employee’s incentive eligible earnings which includes straight-time earnings, STD, vacation pay, holiday pay, flex days, overtime pay, and shift premiums. For clarity, any other forms of payment will not be included in the employee’s incentive eligible earnings. The rules and administration and payout formula of the Company’s Short Term Incentive Plan will apply to this Incentive Plan. The Incentive Plan for employees will be calculated on:  ⮚ Operations District/Departmental targets - a sliding scale based on the achievement of the targets. The sliding scale starts at an achievement level of fifty (50%) percent each calendar year. Achievement below fifty percent (50%) in any calendar year results in no payout under this component of the Incentive Plan. At one hundred percent (100%) achievement level in a calendar year, the District / Department component of the Incentive Plan payment will be: • One and three-quarters percent (1.75%) of the employee’s incentive eligible earnings in each of the calendar years 2012, 2013, and 2014, or At the achievement level of two hundred percent (200%) or more in a calendar year, the maximum District / Department component of the Incentive Plan payment will be: • Three and one-half percent (3.5%) of the employee’s incentive eligible earnings in each of the calendar years 2012, 2013, and 2014.  ⮚ Spectra Energy Earnings Per Share (EPS) - a sliding scale based on the achievement of the target EPS. The sliding scale starts at an achievement level of fifty (50%) percent each calendar year. Achievement below fifty percent (50%) in any calendar year results in no payout under this component of the Incentive Plan. At one hundred percent (100%) achievement level in a calendar year, the EPS component of the Incentive Plan payment will be: • Three-quarters percent (0.75%) of the employee’s incentive eligible earnings in each of the calendar years 2012, 2013, and 2014, or At the achievement level of two hundred percent (200%) or more in a calendar year, the maximum EPS component of the Incentive Plan payment will be: • One and one-half percent (1.50%) of the employee’s incentive eligible earnings in each of the calendar years 2012, 2013, and 2014. The District / Department and Spectra Energy Earnings Per Share targets will be established annually by the Company. Any applicable payment under this Incentive Plan will be paid by March 31, of the following calendar year.

Incentive Plan. 23:01 Effective January 1, 2003, the basis on which any Incentive Plan payment is calculated will be modified. The modified plan will be based upon a 100% target payout of 2.5%, comprised of 1.75% District / Departmental targets and 0.75% Spectra Energy Earnings Per Share (EPS). Any Incentive Plan payout will be based upon the employee’s incentive eligible earnings which includes straight-time earnings, STD, vacation pay, holiday pay, flex days, overtime pay, and shift premiums. For clarity, any other forms of payment will not be included in the employee’s incentive eligible earnings. The rules and administration and payout formula of the Company’s Short Term Incentive Plan will apply to this Incentive Plan. The Incentive Plan for employees will be calculated on:  ⮚ Operations District/Departmental targets - a sliding scale based on the achievement of the targets. The sliding scale starts at an achievement level of fifty (50%) percent each calendar year. Achievement below fifty percent (50%) in any calendar year results in no payout under this component of the Incentive Plan. At one hundred percent (100%) achievement level in a calendar year, the District / Department component of the Incentive Plan payment will be: • One and three-quarters percent (1.75%) of the employee’s incentive eligible earnings in each of the calendar years 2012, 2013, and 2014year, or At the achievement level of two hundred percent (200%) or more in a calendar year, the maximum District / Department component of the Incentive Plan payment will be: • Three and one-half percent (3.5%) of the employee’s incentive eligible earnings in each of the calendar years 2012, 2013, and 2014year.  ⮚ Spectra Energy Earnings Per Share (EPS) - a sliding scale based on the achievement of the target EPS. The sliding scale starts at an achievement level of fifty (50%) percent each calendar year. Achievement below fifty percent (50%) in any calendar year results in no payout under this component of the Incentive Plan. At one hundred percent (100%) achievement level in a calendar year, the EPS component of the Incentive Plan payment will be: • Three-quarters percent (0.75%) of the employee’s incentive eligible earnings in each of the calendar years 2012, 2013, and 2014year, or At the achievement level of two hundred percent (200%) or more in a calendar year, the maximum EPS component of the Incentive Plan payment will be: • One and one-half percent (1.50%) of the employee’s incentive eligible earnings in each of the calendar years 2012, 2013, and 2014year. The District / Department and Spectra Energy Earnings Per Share targets will be established annually by the Company. Any applicable payment under this Incentive Plan will be paid by March 31, of the following calendar year.

Incentive Plan. Effective January 1, 2003, the basis on which any Incentive Plan payment is calculated will be modified. The modified plan will be based upon a 100% target payout of 2.5%, comprised of 1.75% District / Departmental targets and 0.75% Spectra Duke Energy Earnings Per Share (EPS). Any Incentive Plan payout will be based upon the employee’s incentive eligible earnings which includes straight-time earnings, STD, vacation pay, holiday pay, flex paid personal days, overtime pay, and shift premiums. For clarity, any other forms of payment will not be included in the employee’s incentive eligible earnings. The rules and administration and payout formula of the Company’s Short Term Incentive Plan will apply to this Incentive Plan. The Incentive Plan for employees will be calculated on:  ➢ Operations District/Departmental targets - a sliding scale based on the achievement of the targets. The sliding scale starts at an achievement level of fifty (50%) percent each calendar year. Achievement below fifty percent (50%) in any calendar year results in no payout under this component of the Incentive Plan. At one hundred percent (100%) achievement level in a calendar year, the District / Department component of the Incentive Plan payment will be: • One and three-quarters percent (1.75%) of the employee’s incentive eligible earnings in each of the calendar years 20122006, 2013, 2007 and 20142008, or At the achievement level of two one hundred and fifty percent (200150%) or more in a calendar year, the maximum District / Department component of the Incentive Plan payment will be: • Three Two and onefive-half eighths percent (3.52.625%) of the employee’s incentive eligible earnings in each of the calendar years 20122006, 2013, 2007 and 20142008.  Spectra ➢ Duke Energy Earnings Per Share (EPS) - a sliding scale based on the achievement of the target EPS. The sliding scale starts at an achievement level of fifty (50%) percent each calendar year. Achievement below fifty percent (50%) in any calendar year results in no payout under this component of the Incentive Plan. At one hundred percent (100%) achievement level in a calendar year, the EPS component of the Incentive Plan payment will be: • Three-quarters percent (0.75%) of the employee’s incentive eligible earnings in each of the calendar years 20122006, 2013, 2007 and 20142008, or At the achievement level of two hundred percent (200%) or more in a calendar year, the maximum EPS component of the Incentive Plan payment will be: • One and one-half percent (1.50%) of the employee’s incentive eligible earnings in each of the calendar years 20122006, 2013, 2007 and 20142008. The District / Department and Spectra Duke Energy Earnings Per Share targets will be established annually by the Company. Any applicable payment under this Incentive Plan will be paid by March 31, of the following calendar year.

Incentive Plan. Effective January 1, 2003, the basis on which any Incentive Plan payment is calculated will be modified. The modified plan will be based upon a 100% target payout of 2.5%, comprised of 1.75% District / Departmental targets and 0.75% Spectra Energy Earnings Per Share (EPS). Any Incentive Plan payout will be based upon the employee’s incentive eligible earnings which includes straight-time earnings, STD, vacation pay, holiday pay, flex paid personal days, overtime pay, and shift premiums. For clarity, any other forms of payment will not be included in the employee’s incentive eligible earnings. The rules and administration and payout formula of the Company’s Short Term Incentive Plan will apply to this Incentive Plan. The Incentive Plan for employees will be calculated on:  ⮚ Operations District/Departmental targets - a sliding scale based on the achievement of the targets. The sliding scale starts at an achievement level of fifty (50%) percent each calendar year. Achievement below fifty percent (50%) in any calendar year results in no payout under this component of the Incentive Plan. At one hundred percent (100%) achievement level in a calendar year, the District / Department component of the Incentive Plan payment will be: • One and three-quarters percent (1.75%) of the employee’s incentive eligible earnings in each of the calendar years 20122009, 2013, 2010 and 20142011, or At the achievement level of two one hundred and fifty percent (200150%) or more in a calendar year, the maximum District / Department component of the Incentive Plan payment will be: • Three Two and onefive-half eighths percent (3.52.625%) of the employee’s incentive eligible earnings in each of the calendar years 20122009, 2013, 2010 and 20142011.  ⮚ Spectra Energy Earnings Per Share (EPS) - a sliding scale based on the achievement of the target EPS. The sliding scale starts at an achievement level of fifty (50%) percent each calendar year. Achievement below fifty percent (50%) in any calendar year results in no payout under this component of the Incentive Plan. At one hundred percent (100%) achievement level in a calendar year, the EPS component of the Incentive Plan payment will be: • Three-quarters percent (0.75%) of the employee’s incentive eligible earnings in each of the calendar years 20122009, 2013, 2010 and 20142011, or At the achievement level of two hundred percent (200%) or more in a calendar year, the maximum EPS component of the Incentive Plan payment will be: • One and one-half percent (1.50%) of the employee’s incentive eligible earnings in each of the calendar years 20122009, 2013, 2010 and 20142011. The District / Department and Spectra Energy Earnings Per Share targets will be established annually by the Company. Any applicable payment under this Incentive Plan will be paid by March 31, of the following calendar year.

Incentive Plan. Effective January 1, 2003, the basis on which any Incentive Plan payment is calculated will be modified. The modified plan will be based upon a 100% target payout of 2.5%, comprised of 1.75% District / Departmental targets and 0.75% Spectra Duke Energy Earnings Per Share (EPS). Any Incentive Plan payout will be based upon the employee’s incentive eligible earnings which includes straight-straight- time earnings, STD, vacation pay, holiday pay, flex paid personal days, overtime pay, and shift premiums. For clarity, any other forms of payment will not be included in the employee’s incentive eligible earnings. The rules and administration and payout formula of the Company’s Short Term Incentive Plan will apply to this Incentive Plan. The Incentive Plan for employees will be calculated on:  ⮚ Operations District/Departmental targets - a sliding scale based on the achievement of the targets. The sliding scale starts at an achievement level of fifty (50%) percent each calendar year. Achievement below fifty percent (50%) in any calendar year results in no payout under this component of the Incentive Plan. At one hundred percent (100%) achievement level in a calendar year, the District / Department component of the Incentive Plan payment will be: • One and three-quarters percent (1.75%) of the employee’s incentive eligible earnings in each of the calendar years 20122006, 20132007, and 20142008, or At the achievement level of two one hundred and fifty percent (200150%) or more in a calendar year, the maximum District / Department component of the Incentive Plan payment will be: • Three Two and onefive-half eighths percent (3.52.625%) of the employee’s incentive eligible earnings in each of the calendar years 20122006, 20132007, and 20142008.  Spectra ⮚ Duke Energy Earnings Per Share (EPS) - a sliding scale based on the achievement of the target EPS. The sliding scale starts at an achievement level of fifty (50%) percent each calendar year. Achievement below fifty percent (50%) in any calendar year results in no payout under this component of the Incentive Plan. At one hundred percent (100%) achievement level in a calendar year, the EPS component of the Incentive Plan payment will be: • Three-quarters percent (0.75%) of the employee’s incentive eligible earnings in each of the calendar years 20122006, 20132007, and 20142008, or At the achievement level of two hundred percent (200%) or more in a calendar year, the maximum EPS component of the Incentive Plan payment will be: • One and one-half percent (1.50%) of the employee’s incentive eligible earnings in each of the calendar years 20122006, 20132007, and 20142008. The District / Department and Spectra Duke Energy Earnings Per Share targets will be established annually by the Company. Any applicable payment under this Incentive Plan will be paid by March 31, of the following calendar year.

Incentive Plan. 23:01 Effective January 1, 2003, the basis on which any Incentive Plan payment is calculated will be modified. The modified plan will be based upon a 100% target payout of 2.5%, comprised of 1.75% District / Departmental targets and 0.75% Spectra Energy Earnings Per Share (EPS). Any Incentive Plan payout will be based upon the employee’s incentive eligible earnings which includes straight-time earnings, STD, vacation pay, holiday pay, flex days, overtime pay, and shift premiums. For clarity, any other forms of payment will not be included in the employee’s incentive eligible earnings. The rules and administration and payout formula of the Company’s Short Term Incentive Plan will apply to this Incentive Plan. The Incentive Plan for employees will be calculated on:  Operations District/Departmental targets - a sliding scale based on the achievement of the targets. The sliding scale starts at an achievement level of fifty (50%) percent each calendar year. Achievement below fifty percent (50%) in any calendar year results in no payout under this component of the Incentive Plan. At one hundred percent (100%) achievement level in a calendar year, the District / Department component of the Incentive Plan payment will be: •  One and three-quarters percent (1.75%) of the employee’s incentive eligible earnings in each of the calendar years 2012, 2013, and 2014year, or At the achievement level of two hundred percent (200%) or more in a calendar year, the maximum District / Department component of the Incentive Plan payment will be: •  Three and one-half percent (3.5%) of the employee’s incentive eligible earnings in each of the calendar years 2012, 2013, and 2014year.  Spectra Energy Earnings Per Share (EPS) - a sliding scale based on the achievement of the target EPS. The sliding scale starts at an achievement level of fifty (50%) percent each calendar year. Achievement below fifty percent (50%) in any calendar year results in no payout under this component of the Incentive Plan. At one hundred percent (100%) achievement level in a calendar year, the EPS component of the Incentive Plan payment will be: •  Three-quarters percent (0.75%) of the employee’s incentive eligible earnings in each of the calendar years 2012, 2013, and 2014year, or At the achievement level of two hundred percent (200%) or more in a calendar year, the maximum EPS component of the Incentive Plan payment will be: •  One and one-half percent (1.50%) of the employee’s incentive eligible earnings in each of the calendar years 2012, 2013, and 2014year. The District / Department and Spectra Energy Earnings Per Share targets will be established annually by the Company. Any applicable payment under this Incentive Plan will be paid by March 31, of the following calendar year.

Incentive Plan. 23:01 Effective January 1, 2003, the basis on which any Incentive Plan payment is calculated will be modified. The modified plan will be based upon a 100% target payout of 2.5%, comprised of 1.75% District / Departmental targets and 0.75% Spectra Energy Earnings Per Share (EPS). Any Incentive Plan payout will be based upon the employee’s incentive eligible earnings which includes straight-time earnings, STD, vacation pay, holiday pay, flex paid personal days, overtime pay, and shift premiums. For clarity, any other forms of payment will not be included in the employee’s incentive eligible earnings. The rules and administration and payout formula of the Company’s Short Term Incentive Plan will apply to this Incentive Plan. The Incentive Plan for employees will be calculated on:  ⮚ Operations District/Departmental targets - a sliding scale based on the achievement of the targets. The sliding scale starts at an achievement level of fifty (50%) percent each calendar year. Achievement below fifty percent (50%) in any calendar year results in no payout under this component of the Incentive Plan. At one hundred percent (100%) achievement level in a calendar year, the District / Department component of the Incentive Plan payment will be: • One and three-quarters percent (1.75%) of the employee’s incentive eligible earnings in each of the calendar years 2012, 2013, and 2014year, or At the achievement level of two one hundred and fifty percent (200150%) or more in a calendar year, the maximum District / Department component of the Incentive Plan payment will be: • Three Two and onefive-half eighths percent (3.52.625%) of the employee’s incentive eligible earnings in each of the calendar years 2012, 2013, and 2014year.  ⮚ Spectra Energy Earnings Per Share (EPS) - a sliding scale based on the achievement of the target EPS. The sliding scale starts at an achievement level of fifty (50%) percent each calendar year. Achievement below fifty percent (50%) in any calendar year results in no payout under this component of the Incentive Plan. At one hundred percent (100%) achievement level in a calendar year, the EPS component of the Incentive Plan payment will be: • Three-quarters percent (0.75%) of the employee’s incentive eligible earnings in each of the calendar years 2012, 2013, and 2014year, or At the achievement level of two hundred percent (200%) or more in a calendar year, the maximum EPS component of the Incentive Plan payment will be: • One and one-half percent (1.50%) of the employee’s incentive eligible earnings in each of the calendar years 2012, 2013, and 2014year. The District / Department and Spectra Energy Earnings Per Share targets will be established annually by the Company. Any applicable payment under this Incentive Plan will be paid by March 31, of the following calendar year.

Incentive Plan. Effective January 1, 2003, the basis on which any Incentive Plan payment is calculated will be modified. The modified plan will be based upon a 100% target payout of 2.5%, comprised of 1.75% District / Departmental targets and 0.75% Spectra Energy Earnings Per Share (EPS). Any Incentive Plan payout will be based upon the employee’s incentive eligible earnings which includes straight-time earnings, STD, vacation pay, holiday pay, flex paid personal days, overtime pay, and shift premiums. For clarity, any other forms of payment will not be included in the employee’s incentive eligible earnings. The rules and administration and payout formula of the Company’s Short Term Incentive Plan will apply to this Incentive Plan. The Incentive Plan for employees will be calculated on:  ➢ Operations District/Departmental targets - a sliding scale based on the achievement of the targets. The sliding scale starts at an achievement level of fifty (50%) percent each calendar year. Achievement below fifty percent (50%) in any calendar year results in no payout under this component of the Incentive Plan. At one hundred percent (100%) achievement level in a calendar year, the District / Department component of the Incentive Plan payment will be: • One and three-quarters percent (1.75%) of the employee’s incentive eligible earnings in each of the calendar years 20122009, 2013, 2010 and 20142011, or At the achievement level of two one hundred and fifty percent (200150%) or more in a calendar year, the maximum District / Department component of the Incentive Plan payment will be: • Three Two and onefive-half eighths percent (3.52.625%) of the employee’s incentive eligible earnings in each of the calendar years 20122009, 2013, 2010 and 20142011.  ➢ Spectra Energy Earnings Per Share (EPS) - a sliding scale based on the achievement of the target EPS. The sliding scale starts at an achievement level of fifty (50%) percent each calendar year. Achievement below fifty percent (50%) in any calendar year results in no payout under this component of the Incentive Plan. At one hundred percent (100%) achievement level in a calendar year, the EPS component of the Incentive Plan payment will be: • Three-quarters percent (0.75%) of the employee’s incentive eligible earnings in each of the calendar years 20122009, 2013, 2010 and 20142011, or At the achievement level of two hundred percent (200%) or more in a calendar year, the maximum EPS component of the Incentive Plan payment will be: • One and one-half percent (1.50%) of the employee’s incentive eligible earnings in each of the calendar years 20122009, 2013, 2010 and 20142011. The District / Department and Spectra Energy Earnings Per Share targets will be established annually by the Company. Any applicable payment under this Incentive Plan will be paid by March 31, of the following calendar year.

Incentive Plan. Effective January 1, 2003, the basis on which any Incentive Plan payment is calculated will be modified. The modified plan will be based upon a 100% target payout of 2.5%, comprised of 1.75% District / Departmental targets and 0.75% Spectra Energy Earnings Per Share (EPS). Any Incentive Plan payout will be based upon the employee’s incentive eligible earnings which includes straight-time earnings, STD, vacation pay, holiday pay, flex days, overtime pay, and shift premiums. For clarity, any other forms of payment will not be included in the employee’s incentive eligible earnings. The rules and administration and payout formula of the Company’s Short Term Incentive Plan will apply to this Incentive Plan. The Incentive Plan for employees will be calculated on:  ⮚ Operations District/Departmental targets - a sliding scale based on the achievement of the targets. The sliding scale starts at an achievement level of fifty (50%) percent each calendar year. Achievement below fifty percent (50%) in any calendar year results in no payout under this component of the Incentive Plan. At one hundred percent (100%) achievement level in a calendar year, the District / Department component of the Incentive Plan payment will be: • One and three-quarters percent (1.75%) of the employee’s incentive eligible earnings in each of the calendar years 2012, 2013, 2013 and 2014, or At the achievement level of two hundred percent (200%) or more in a calendar year, the maximum District / Department component of the Incentive Plan payment will be: • Three and one-half percent (3.5%) of the employee’s incentive eligible earnings in each of the calendar years 2012, 2013, 2013 and 2014.  ⮚ Spectra Energy Earnings Per Share (EPS) - a sliding scale based on the achievement of the target EPS. The sliding scale starts at an achievement level of fifty (50%) percent each calendar year. Achievement below fifty percent (50%) in any calendar year results in no payout under this component of the Incentive Plan. At one hundred percent (100%) achievement level in a calendar year, the EPS component of the Incentive Plan payment will be: • Three-quarters percent (0.75%) of the employee’s incentive eligible earnings in each of the calendar years 2012, 2013, 2013 and 2014, or At the achievement level of two hundred percent (200%) or more in a calendar year, the maximum EPS component of the Incentive Plan payment will be: • One and one-half percent (1.50%) of the employee’s incentive eligible earnings in each of the calendar years 2012, 2013, 2013 and 2014. The District / Department and Spectra Energy Earnings Per Share targets will be established annually by the Company. Any applicable payment under this Incentive Plan will be paid by March 31, of the following calendar year.

Incentive Plan. Effective January 1, 2003, the basis on which any Incentive Plan payment is calculated will be modified. The modified plan will be based upon a 100% target payout of 2.5%, comprised of 1.75% District / Departmental targets and 0.75% Spectra Energy Earnings Per Share (EPS). Any Incentive Plan payout will be based upon the employee’s incentive eligible earnings which includes straight-straight- time earnings, STD, vacation pay, holiday pay, flex days, overtime pay, and shift premiums. For clarity, any other forms of payment will not be included in the employee’s incentive eligible earnings. The rules and administration and payout formula of the Company’s Short Term Incentive Plan will apply to this Incentive Plan. The Incentive Plan for employees will be calculated on:  Operations District/Departmental targets - a sliding scale based on the achievement of the targets. The sliding scale starts at an achievement level of fifty (50%) percent each calendar year. Achievement below fifty percent (50%) in any calendar year results in no payout under this component of the Incentive Plan. At one hundred percent (100%) achievement level in a calendar year, the District / Department component of the Incentive Plan payment will be: • One and three-quarters percent (1.75%) of the employee’s incentive eligible earnings in each of the calendar years 2012, 2013, and 2014, or At the achievement level of two hundred percent (200%) or more in a calendar year, the maximum District / Department component of the Incentive Plan payment will be: • Three and one-half percent (3.5%) of the employee’s incentive eligible earnings in each of the calendar years 2012, 2013, and 2014.  Spectra Energy Earnings Per Share (EPS) - a sliding scale based on the achievement of the target EPS. The sliding scale starts at an achievement level of fifty (50%) percent each calendar year. Achievement below fifty percent (50%) in any calendar year results in no payout under this component of the Incentive Plan. At one hundred percent (100%) achievement level in a calendar year, the EPS component of the Incentive Plan payment will be: • Three-quarters percent (0.75%) of the employee’s incentive eligible earnings in each of the calendar years 2012, 2013, and 2014, or At the achievement level of two hundred percent (200%) or more in a calendar year, the maximum EPS component of the Incentive Plan payment will be: • One and one-half percent (1.50%) of the employee’s incentive eligible earnings in each of the calendar years 2012, 2013, and 2014. The District / Department and Spectra Energy Earnings Per Share targets will be established annually by the Company. Any applicable payment under this Incentive Plan will be paid by March 31, of the following calendar year.

Incentive Plan. Effective January 1, 2003, the basis on which any Incentive Plan payment is calculated will be modified. The modified plan will be based upon a 100% target payout of 2.5%, comprised of 1.75% District / Departmental targets and 0.75% Spectra Duke Energy Earnings Per Share (EPS). Any Incentive Plan payout will be based upon the employee’s incentive eligible earnings which includes straight-time earnings, STD, vacation pay, holiday pay, flex paid personal days, overtime pay, and shift premiums. For clarity, any other forms of payment will not be included in the employee’s incentive eligible earnings. The rules and administration and payout formula of the Company’s Short Term Incentive Plan will apply to this Incentive Plan. The Incentive Plan for employees will be calculated on:  ⮚ Operations District/Departmental targets - a sliding scale based on the achievement of the targets. The sliding scale starts at an achievement level of fifty (50%) percent each calendar year. Achievement below fifty percent (50%) in any calendar year results in no payout under this component of the Incentive Plan. At one hundred percent (100%) achievement level in a calendar year, the District / Department component of the Incentive Plan payment will be: • One and three-quarters percent (1.75%) of the employee’s incentive eligible earnings in each of the calendar years 20122003, 2013, 2004 and 20142005, or At the achievement level of two one hundred and fifty percent (200150%) or more in a calendar year, the maximum District / Department component of the Incentive Plan payment will be: • Three Two and onefive-half eighths percent (3.52.625%) of the employee’s incentive eligible earnings in each of the calendar years 20122003, 2013, 2004 and 20142005.  Spectra ⮚ Duke Energy Earnings Per Share (EPS) - a sliding scale based on the achievement of the target EPS. The sliding scale starts at an achievement level of fifty (50%) percent each calendar year. Achievement below fifty percent (50%) in any calendar year results in no payout under this component of the Incentive Plan. At one hundred percent (100%) achievement level in a calendar year, the EPS component of the Incentive Plan payment will be: • Three-quarters percent (0.75%) of the employee’s incentive eligible earnings in each of the calendar years 20122003, 2013, 2004 and 20142005, or At the achievement level of two hundred percent (200%) or more in a calendar year, the maximum EPS component of the Incentive Plan payment will be: • One and one-half percent (1.50%) of the employee’s incentive eligible earnings in each of the calendar years 20122003, 2013, 2004 and 20142005. The District / Department and Spectra Duke Energy Earnings Per Share targets will be established annually by the Company. Any applicable payment under this Incentive Plan will be paid by March 3131st, of the following calendar year.

Incentive Plan. 23:01 Effective January 1, 2003, the basis on which any Incentive Plan payment is calculated will be modified. The modified plan will be based upon a 100% target payout of 2.5%, comprised of 1.75% District / Departmental targets and 0.75% Spectra Energy Earnings Per Share (EPS). Any Incentive Plan payout will be based upon the employee’s incentive eligible earnings which includes straight-time earnings, STD, vacation pay, holiday pay, flex days, overtime pay, and shift premiums. For clarity, any other forms of payment will not be included in the employee’s incentive eligible earnings. The rules and administration and payout formula of the Company’s Short Term Incentive Plan will apply to this Incentive Plan. The Incentive Plan for employees will be calculated on:  ! Operations District/Departmental targets - a sliding scale based on the achievement of the targets. The sliding scale starts at an achievement level of fifty (50%) percent each calendar year. Achievement below fifty percent (50%) in any calendar year results in no payout under this component of the Incentive Plan. At one hundred percent (100%) achievement level in a calendar year, the District / Department component of the Incentive Plan payment will be: • One and three-quarters percent (1.75%) of the employee’s incentive eligible earnings in each of the calendar years 2012, 2013, and 2014year, or At the achievement level of two hundred percent (200%) or more in a calendar year, the maximum District / Department component of the Incentive Plan payment will be: • Three and one-half percent (3.5%) of the employee’s incentive eligible earnings in each of the calendar years 2012, 2013, and 2014year.  ! Spectra Energy Earnings Per Share (EPS) - a sliding scale based on the achievement of the target EPS. The sliding scale starts at an achievement level of fifty (50%) percent each calendar year. Achievement below fifty percent (50%) in any calendar year results in no payout under this component of the Incentive Plan. At one hundred percent (100%) achievement level in a calendar year, the EPS component of the Incentive Plan payment will be: • Three-quarters percent (0.75%) of the employee’s incentive eligible earnings in each of the calendar years 2012, 2013, and 2014year, or At the achievement level of two hundred percent (200%) or more in a calendar year, the maximum EPS component of the Incentive Plan payment will be: • One and one-half percent (1.50%) of the employee’s incentive eligible earnings in each of the calendar years 2012, 2013, and 2014year. The District / Department and Spectra Energy Earnings Per Share targets will be established annually by the Company. Any applicable payment under this Incentive Plan will be paid by March 31, of the following calendar year.

Incentive Plan. Effective January 1, 2003, the basis on which any Incentive Plan payment is calculated will be modified. The modified plan will be based upon a 100% target payout of 2.5%, comprised of 1.75% District / Departmental targets and 0.75% Spectra Energy Earnings Per Share (EPS). Any Incentive Plan payout will be based upon the employee’s incentive eligible earnings which includes straight-time earnings, STD, vacation pay, holiday pay, flex days, overtime pay, and shift premiums. For clarity, any other forms of payment will not be included in the employee’s incentive eligible earnings. The rules and administration and payout formula of the Company’s Short Term Incentive Plan will apply to this Incentive Plan. The Incentive Plan for employees will be calculated on:  Operations District/Departmental targets - a sliding scale based on the achievement of the targets. The sliding scale starts at an achievement level of fifty (50%) percent each calendar year. Achievement below fifty percent (50%) in any calendar year results in no payout under this component of the Incentive Plan. At one hundred percent (100%) achievement level in a calendar year, the District / Department component of the Incentive Plan payment will be: •  One and three-quarters percent (1.75%) of the employee’s incentive eligible earnings in each of the calendar years 2012, 2013, and 2014, or At the achievement level of two hundred percent (200%) or more in a calendar year, the maximum District / Department component of the Incentive Plan payment will be: •  Three and one-half percent (3.5%) of the employee’s incentive eligible earnings in each of the calendar years 2012, 2013, and 2014.  Spectra Energy Earnings Per Share (EPS) - a sliding scale based on the achievement of the target EPS. The sliding scale starts at an achievement level of fifty (50%) percent each calendar year. Achievement below fifty percent (50%) in any calendar year results in no payout under this component of the Incentive Plan. At one hundred percent (100%) achievement level in a calendar year, the EPS component of the Incentive Plan payment will be: •  Three-quarters percent (0.75%) of the employee’s incentive eligible earnings in each of the calendar years 2012, 2013, and 2014, or At the achievement level of two hundred percent (200%) or more in a calendar year, the maximum EPS component of the Incentive Plan payment will be: •  One and one-half percent (1.50%) of the employee’s incentive eligible earnings in each of the calendar years 2012, 2013, and 2014. The District / Department and Spectra Energy Earnings Per Share targets will be established annually by the Company. Any applicable payment under this Incentive Plan will be paid by March 31, of the following calendar year.

Incentive Plan. Effective January 1, 2003, the basis on which any Incentive Plan payment is calculated will be modified. The modified plan will be based upon a 100% target payout of 2.5%, comprised of 1.75% District / Departmental targets and 0.75% Spectra Energy Earnings Per Share (EPS). Any Incentive Plan payout will be based upon the employee’s incentive eligible earnings which includes straight-time earnings, STD, vacation pay, holiday pay, flex days, overtime pay, and shift premiums. For clarity, any other forms of payment will not be included in the employee’s incentive eligible earnings. The rules and administration and payout formula of the Company’s Short Term Incentive Plan will apply to this Incentive Plan. The Incentive Plan for employees will be calculated on:  Operations District/Departmental targets - a sliding scale based on the achievement of the targets. The sliding scale starts at an achievement level of fifty (50%) percent each calendar year. Achievement below fifty percent (50%) in any calendar year results in no payout under this component of the Incentive Plan. At one hundred percent (100%) achievement level in a calendar year, the District / Department component of the Incentive Plan payment will be: • One and three-quarters percent (1.75%) of the employee’s incentive eligible earnings in each of the calendar years 2012, 2013, 2013 and 2014, or At the achievement level of two hundred percent (200%) or more in a calendar year, the maximum District / Department component of the Incentive Plan payment will be: • Three and one-half percent (3.5%) of the employee’s incentive eligible earnings in each of the calendar years 2012, 2013, 2013 and 2014.  Spectra Energy Earnings Per Share (EPS) - a sliding scale based on the achievement of the target EPS. The sliding scale starts at an achievement level of fifty (50%) percent each calendar year. Achievement below fifty percent (50%) in any calendar year results in no payout under this component of the Incentive Plan. At one hundred percent (100%) achievement level in a calendar year, the EPS component of the Incentive Plan payment will be: • Three-quarters percent (0.75%) of the employee’s incentive eligible earnings in each of the calendar years 2012, 2013, 2013 and 2014, or At the achievement level of two hundred percent (200%) or more in a calendar year, the maximum EPS component of the Incentive Plan payment will be: • One and one-half percent (1.50%) of the employee’s incentive eligible earnings in each of the calendar years 2012, 2013, 2013 and 2014. The District / Department and Spectra Energy Earnings Per Share targets will be established annually by the Company. Any applicable payment under this Incentive Plan will be paid by March 31, of the following calendar year.

Incentive Plan. 23:01 Effective January 1, 2003, the basis on which any Incentive Plan payment is calculated will be modified. The modified plan will be based upon a 100% target payout of 2.5%, comprised of 1.75% District / Departmental targets and 0.75% Spectra Energy Earnings Per Share (EPS). Any Incentive Plan payout will be based upon the employee’s incentive eligible earnings which includes straight-time earnings, STD, vacation pay, holiday pay, flex paid personal days, overtime pay, and shift premiums. For clarity, any other forms of payment will not be included in the employee’s incentive eligible earnings. The rules and administration and payout formula of the Company’s Short Term Incentive Plan will apply to this Incentive Plan. The Incentive Plan for employees will be calculated on:  ➢ Operations District/Departmental targets - a sliding scale based on the achievement of the targets. The sliding scale starts at an achievement level of fifty (50%) percent each calendar year. Achievement below fifty percent (50%) in any calendar year results in no payout under this component of the Incentive Plan. At one hundred percent (100%) achievement level in a calendar year, the District / Department component of the Incentive Plan payment will be: • One and three-quarters percent (1.75%) of the employee’s incentive eligible earnings in each of the calendar years 2012, 2013, and 2014year, or At the achievement level of two one hundred and fifty percent (200150%) or more in a calendar year, the maximum District / Department component of the Incentive Plan payment will be: • Three Two and onefive-half eighths percent (3.52.625%) of the employee’s incentive eligible earnings in each of the calendar years 2012, 2013, and 2014year.  ➢ Spectra Energy Earnings Per Share (EPS) - a sliding scale based on the achievement of the target EPS. The sliding scale starts at an achievement level of fifty (50%) percent each calendar year. Achievement below fifty percent (50%) in any calendar year results in no payout under this component of the Incentive Plan. At one hundred percent (100%) achievement level in a calendar year, the EPS component of the Incentive Plan payment will be: • Three-quarters percent (0.75%) of the employee’s incentive eligible earnings in each of the calendar years 2012, 2013, and 2014year, or At the achievement level of two hundred percent (200%) or more in a calendar year, the maximum EPS component of the Incentive Plan payment will be: • One and one-half percent (1.50%) of the employee’s incentive eligible earnings in each of the calendar years 2012, 2013, and 2014year. The District / Department and Spectra Energy Earnings Per Share targets will be established annually by the Company. Any applicable payment under this Incentive Plan will be paid by March 31, of the following calendar year.

Incentive Plan. 23:01 Effective January 1, 2003, the basis on which any Incentive Plan payment is calculated will be modified. The modified plan will be based upon a 100% target payout of 2.5%, comprised of 1.75% District / Departmental targets and 0.75% Spectra Duke Energy Earnings Per Share (EPS). Any Incentive Plan payout will be based upon the employee’s incentive eligible earnings which includes straight-time earnings, STD, vacation pay, holiday pay, flex paid personal days, overtime pay, and shift premiums. For clarity, any other forms of payment will not be included in the employee’s incentive eligible earnings. The rules and administration and payout formula of the Company’s Short Term Incentive Plan will apply to this Incentive Plan. The Incentive Plan for employees will be calculated on:  ⮚ Operations District/Departmental targets - a sliding scale based on the achievement of the targets. The sliding scale starts at an achievement level of fifty (50%) percent each calendar year. Achievement below fifty percent (50%) in any calendar year results in no payout under this component of the Incentive Plan. At one hundred percent (100%) achievement level in a calendar year, the District / Department component of the Incentive Plan payment will be: • One and three-quarters percent (1.75%) of the employee’s incentive eligible earnings in each of the calendar years 2012, 2013, and 2014year, or At the achievement level of two one hundred and fifty percent (200150%) or more in a calendar year, the maximum District / Department component of the Incentive Plan payment will be: • Three Two and onefive-half eighths percent (3.52.625%) of the employee’s incentive eligible earnings in each of the calendar years 2012, 2013, and 2014year.  Spectra ⮚ Duke Energy Earnings Per Share (EPS) - a sliding scale based on the achievement of the target EPS. The sliding scale starts at an achievement level of fifty (50%) percent each calendar year. Achievement below fifty percent (50%) in any calendar year results in no payout under this component of the Incentive Plan. At one hundred percent (100%) achievement level in a calendar year, the EPS component of the Incentive Plan payment will be: • Three-quarters percent (0.75%) of the employee’s incentive eligible earnings in each of the calendar years 2012, 2013, and 2014year, or At the achievement level of two hundred percent (200%) or more in a calendar year, the maximum EPS component of the Incentive Plan payment will be: • One and one-half percent (1.50%) of the employee’s incentive eligible earnings in each of the calendar years 2012, 2013, and 2014year. The District / Department and Spectra Duke Energy Earnings Per Share targets will be established annually by the Company. Any applicable payment under this Incentive Plan will be paid by March 31, of the following calendar year.

Incentive Plan. 23:01 Effective January 1, 2003, the basis on which any Incentive Plan payment is calculated will be modified. The modified plan will be based upon a 100% target payout of 2.5%, comprised of 1.75% District / Departmental targets and 0.75% Spectra Energy Earnings Per Share (EPS). Any Incentive Plan payout will be based upon the employee’s incentive eligible earnings which includes straight-time earnings, STD, vacation pay, holiday pay, flex days, overtime pay, and shift premiums. For clarity, any other forms of payment will not be included in the employee’s incentive eligible earnings. The rules and administration and payout formula of the Company’s Short Term Incentive Plan will apply to this Incentive Plan. The Incentive Plan for employees will be calculated on:  Operations Operations District/Departmental targets - a sliding scale based on the achievement of the targets. The sliding scale starts at an achievement level of fifty (50%) percent each calendar year. Achievement below fifty percent (50%) in any calendar year results in no payout under this component of the Incentive Plan. At one hundred percent (100%) achievement level in a calendar year, the District / Department component of the Incentive Plan payment will be: •  One and three-quarters percent (1.75%) of the employee’s incentive eligible earnings in each of the calendar years 2012, 2013, and 2014year, or At the achievement level of two hundred percent (200%) or more in a calendar year, the maximum District / Department component of the Incentive Plan payment will be: •  Three and one-half percent (3.5%) of the employee’s incentive eligible earnings in each of the calendar years 2012, 2013, and 2014year.  Spectra Energy Earnings Per Share (EPS) - a sliding scale based on the achievement of the target EPS. The sliding scale starts at an achievement level of fifty (50%) percent each calendar year. Achievement below fifty percent (50%) in any calendar year results in no payout under this component of the Incentive Plan. At one hundred percent (100%) achievement level in a calendar year, the EPS component of the Incentive Plan payment will be: •  Three-quarters percent (0.75%) of the employee’s incentive eligible earnings in each of the calendar years 2012, 2013, and 2014year, or At the achievement level of two hundred percent (200%) or more in a calendar year, the maximum EPS component of the Incentive Plan payment will be: •  One and one-half percent (1.50%) of the employee’s incentive eligible earnings in each of the calendar years 2012, 2013, and 2014year. The District / Department and Spectra Energy Earnings Per Share targets will be established annually by the Company. Any applicable payment under this Incentive Plan will be paid by March 31, of the following calendar year.