CONTRIBUTION AGREEMENT

EXHIBITS

SCHEDULES

This Contribution Agreement ("Agreement") is dated as of October 9, 2006 and is between DCP LP Holdings, LP, a Delaware limited partnership ("HOLDINGS") and DCP Midstream Partners, LP, a Delaware limited partnership ("DCP"). HOLDINGS and DCP are sometimes referred to collectively herein as the "Parties" and individually as a "Party".

A. HOLDINGS owns all of the outstanding limited liability company member interests of Duke Energy Guadalupe Pipeline, LLC, a Delaware limited liability company ("DEGP").

B. DEGP owns all of the outstanding limited liability company member interests of Gas Supply Resources LLC, a Texas limited liability company ("GSRLLC").

C. GSRLLC owns (a) all of the limited liability company member interests of GSRI Transportation LLC, a Texas limited liability company ("GSRI") and (b) 50% of the limited liability company member interests of Pine Tree Propane limited liability company, a Maine limited liability company ("Pine Tree").

D. R H Foster LLC, a Maine limited liability company operates and owns the remaining 50% of the limited liability company member interests of Pine Tree.

E. Prior to Closing, DEGP will distribute, convey and assign all of the outstanding limited liability company member interests of GSRLLC to HOLDINGS.

F. HOLDINGS and DCP desire that HOLDINGS contribute to DCP all of the limited liability company member interest of GSRLLC (the "Subject Interests") in accordance with this Agreement.

FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, DCP and HOLDINGS agree as follows:

1.1 Certain Defined Terms. Capitalized terms used herein and not defined elsewhere in this Agreement shall have the meanings given such terms as is set forth below.

"Affiliate" means, when used with respect to a specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with the specified Person as of the time or for the time periods during which such determination is made. By way of example, the LLCs shall be deemed Affiliates of HOLDINGS during the time period prior to the Effective Time and shall be deemed Affiliates of DCP for time periods subsequent to the Effective Time. For purposes of this definition "control", when used with respect to any specified Person, means the power to direct the management and policies of the Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have the meanings correlative to the foregoing. Notwithstanding the foregoing, the term "Affiliate" when applied to (a) DCP shall not include Duke Energy Corporation, a Delaware corporation, or ConocoPhillips, a Delaware corporation, or any entities owned, directly or indirectly, by Duke Energy Corporation or ConocoPhillips, other than entities owned, directly or indirectly, by DCP and DCP Midstream GP and (b) HOLDINGS shall not include DCP or any entities owned, directly or indirectly, by DCP.

"Allocation Statement" shall have the meaning given such term in Section 6.12(f).

"Amended Limited Partnership Agreement" shall mean DCP's Second Amended and Restated Agreement of Limited Partnership to be dated on or before the Effective Time in substantially the form of Exhibit B.

"Annual Financial Statements" shall have the meaning given such term in Section 6.13.

"Arbitral Dispute" means any dispute, claim, counterclaim, demand, cause of action, controversy and other matters in question arising out of or relating to this Agreement or the alleged breach hereof, or in any way relating to the subject matter of this Agreement or the relationship between the Parties created by this Agreement, regardless of whether (a) allegedly extra-contractual in nature, (b) sounding in contract, tort, or otherwise, (c) provided for by applicable Law or otherwise, or (d) seeking damages or any other relief, whether at Law, in equity, or otherwise.

"Arbitration Rules" shall have the meaning given such term in Section 11.8(d).

"Assets" shall mean all of the assets and properties of the respective LLC, including the respective LLC's interests in the following, except for the Excluded Assets. Each Schedule referenced in this definition includes a separate subpart for each of the three LLCs.

(a) Personal Property. All tangible personal property of every kind and nature that relate to the ownership, operation, use or maintenance of the Assets, including field equipment, office equipment, fixtures, trailers, railcars, tools, instruments, spare parts, machinery, computer equipment, telecommunications equipment, furniture, supplies and materials that are located at the Terminals or Field Offices, including those items of personal property more particularly described in Schedule 1.1(a) and all hydrocarbon inventory at the Terminals or in transit to or from the Terminals (collectively the "Personal Property");

(b) Real Property. All fee property, rights-of-way, easements, surface use agreements, licenses and leases that relate to the ownership, operation, use or maintenance of the other Assets, including those described in Schedule 1.1(b) (collectively, the "Real Property Interests"), and all fixtures, buildings and improvements located on or under such Real Property Interests;

(c) Permits. All assignable permits, licenses, certificates, orders, approvals, authorizations, grants, consents, concessions, warrants, franchises and similar rights and privileges which are necessary for, or are used or held for use primarily for or in connection with, the ownership, use, operation or maintenance of the Assets (collectively, the "Permits"), including those Permits more particularly described in Schedule 1.1(c);

(d) Contract Rights. All contracts that relate to the ownership, operation, use or maintenance of the Assets, including all propane purchase and sales agreements, storage agreements, and transportation agreements, equipment leases, rental contracts, and service agreements, including those contracts or agreements described in Schedule 1.1(d) (collectively, the "Contracts");

(e) Intellectual Property. All technical information, shop rights, designs, plans, manuals, specifications and other proprietary and nonproprietary technology and data used in connection with the ownership, operation, use or maintenance of the Assets (collectively, the "Intellectual Property");

(f) Terminals and Field Offices. The Terminals and Field Offices;

(g) Books and Records. All contract, land, title, engineering, environmental, operating, accounting, business, marketing, and other data, files, documents, instruments, notes, correspondence, papers, ledgers, journals, reports, abstracts, surveys, maps, books, records and studies which relate primarily to the Assets or which are used or held for use primarily in connection with, the ownership, operation, use or maintenance of the Assets; provided, however, such material shall not include (i) any proprietary data that is not primarily used in connection with the continued ownership, use or operation of the Assets, (ii) any information subject to Third Person confidentiality agreements for which a consent or waiver cannot be secured by HOLDINGS after reasonable efforts, (iii) any information which, if disclosed, would violate an attorney-client privilege or would constitute a waiver of rights as to attorney work product or attorney-client privileged communications, or (iv) any information relating primarily to the Retained Liabilities or any obligations for which HOLDINGS is required to indemnify the DCP Indemnitees pursuant to Section 10.2 (collectively, the "Records"); provided, however, that DCP shall have the right to copy any of the information specified in clause (iv); and

(h) Incidental Rights. All of the following insofar as the same are attributable or relate primarily to any of the Assets described in clauses (a) through (g): (i) all purchase orders, invoices, storage or warehouse receipts, bills of lading, certificates of title and documents, (ii) all keys, lock combinations, computer access codes and other devices or information necessary to gain entry to and/or take possession of such Assets, (iii) all rights in any confidentiality or nonuse agreements relating to the Assets, and (iv) the benefit of and right to enforce all covenants, warranties, guarantees and suretyship agreements running in favor of the LLCs relating primarily to the Assets and all security provided primarily for payment or performance thereof.

"Assumed Obligations" shall mean, except for the Retained Liabilities, all rights, liabilities, duties, obligations, risk of loss, Claims, Losses and any related responsibility for the ownership, operation or use of the LLCs, the Assets and the business related thereto and any condition of or on the Assets attributable to any period of time, whether before, on or after the Effective Time.

"Benefit Plan" shall mean any of the following: (a) any employee welfare benefit plan or employee pension benefit plan as defined in sections 3(1) and 3(2) of ERISA, and (b) any other material employee benefit agreement or arrangement, including a deferred compensation plan, incentive plan, bonus plan or arrangement, stock option plan, stock purchase plan, stock award plan, golden parachute agreement, severance plan, dependent care plan, cafeteria plan, employee assistance program, scholarship program, employment contract, retention incentive agreement, non-competition agreement, consulting agreement, vacation policy, and other similar plan, agreement and arrangement.

"Business Day" shall mean any day, other than Saturday and Sunday, on which federally-insured commercial banks in Denver, Colorado are generally open for business and capable of sending and receiving wire transfers.

"Canada Business Agreement" shall mean a Canada Business Agreement between HOLDINGS and GSRLLC in the form of the attached Exhibit G.

"Capital Projects" shall have the meaning given such term in Section 6.9.

"Cash Consideration" shall have the meaning given such term in Section 2.2.

"Casualty Loss" shall mean, with respect to all or any portion of the Assets, any destruction by fire, storm or other casualty, or any condemnation or taking or threatened condemnation or taking, of all or any portion of the Assets.

"Cash Consideration" shall have the meaning given such term in Section 2.2.

"Certificate of Class C Units" shall mean the certificate(s) representing HOLDINGS’ additional interest in DCP in the form of the attached Exhibit E.

"Claim" shall mean any demand, demand letter, claim or notice by a Third Person of noncompliance or violation or Proceeding.

"Claim Notice" shall have the meaning given such term in Section 10.3(c).

"Closing" shall have the meaning given such term in Section 8.1.

"Closing Date" shall have the meaning given such term in Section 8.1.