0001193125-11-051867 Sample Contracts

TWELFTH AMENDMENT TO OMNIBUS AGREEMENT
Omnibus Agreement • March 1st, 2011 • DCP Midstream Partners, LP • Natural gas transmission

This Twelfth Amendment to Omnibus Agreement (this “Amendment”) is dated as of January 1, 2011 and entered into by and among DCP Midstream, LLC, a Delaware limited liability company (“DCPM”), DCP Midstream GP, LLC, a Delaware limited liability company (“DCPM GP 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”.

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FIRST AMENDMENT TO AMENDED AND RESTATED GENERAL PARTNERSHIP AGREEMENT OF DCP SOUTHEAST TEXAS HOLDINGS, GP
General Partnership Agreement • March 1st, 2011 • DCP Midstream Partners, LP • Natural gas transmission

This First Amendment to Amended and Restated General Partnership Agreement of DCP Southeast Texas Holdings, GP (this “Amendment”) is entered into effective as of January 1, 2011, by and among DCP SOUTHEAST TEXAS, LLC, a Delaware limited liability company (the “Midstream Partner”), GAS SUPPLY RESOURCES HOLDINGS, INC., a Delaware corporation (“GSRH”), and DCP PARTNERS SE TEXAS LLC, a Delaware limited liability company (the “MLP Partner”). The Midstream Partner, GSRH, and the MLP Partner may be referred to herein collectively as the “Partners” and individually as a “Partner”.

Long-Term Incentive Plan Restricted Phantom Unit Grant Agreement
DCP Midstream Partners, LP • March 1st, 2011 • Natural gas transmission • Colorado
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