0001193125-05-052711 Sample Contracts

PURCHASE AND SALE AGREEMENT By and Between ENTERPRISE GP HOLDINGS L.P. and DUKE ENERGY FIELD SERVICES, LLC February 24, 2005
Purchase and Sale Agreement • March 16th, 2005 • Duke Energy Corp • Electric services • Texas

This PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of February 24, 2005 (the “Execution Date”), is entered into by and between Enterprise GP Holdings L.P., a Delaware limited partnership (“Enterprise”) and Duke Energy Field Services, LLC, a Delaware limited liability company (“DEFS”).

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DUKE ENERGY CORPORATION NONQUALIFIED STOCK OPTION AGREEMENT (Optionee: Paul M. Anderson November 17, 2003 Grant Date)
Nonqualified Stock Option Agreement • March 16th, 2005 • Duke Energy Corp • Electric services • North Carolina

THIS AGREEMENT is made as of the Grant Date specified above (the “Grant Date”), between Duke Energy Corporation, a North Carolina corporation (the “Corporation”), and the Optionee specified above (the “Optionee”). Except as defined herein, capitalized terms shall have the same meaning ascribed to them in the Duke Energy Corporation 1998 Long-Term Incentive Plan, as amended, and as may, from time to time, be further amended (the “Plan”).

PERFORMANCE AWARD AGREEMENT
Performance Award Agreement • March 16th, 2005 • Duke Energy Corp • Electric services • North Carolina

This Performance Award Agreement (the “Agreement”) has been made as of November 17, 2003 (the “Date of Award”) between Duke Energy Corporation, a North Carolina corporation, with its principal offices in Charlotte, North Carolina (the “Company”), and Paul M. Anderson (the “Grantee”).

TERM SHEET between Duke Energy and ConocoPhillips regarding the Restructuring of Duke Energy Field Services (DEFS)
Restructuring Agreement • March 16th, 2005 • Duke Energy Corp • Electric services

Jim W. Mogg Group Vice President, Chief Development Officer Duke Energy Corporation John E. Lowe Executive Vice President – Planning, Strategy & Corporate Affairs ConocoPhillips

PHANTOM STOCK AGREEMENT
Phantom Stock Agreement • March 16th, 2005 • Duke Energy Corp • Electric services • North Carolina

This Phantom Stock Agreement (the “Agreement”) has been made as of November 17, 2003 (the “Date of Award”) between Duke Energy Corporation, a North Carolina corporation, with its principal offices in Charlotte, North Carolina (the “Company”), and Paul M. Anderson (the “Grantee”).

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