FIRST AMENDMENT TO SEPARATION AND DISTRIBUTION AGREEMENT

Exhibit 10.3

Execution Copy

FIRST AMENDMENT

TO

SEPARATION AND DISTRIBUTION AGREEMENT

THIS FIRST AMENDMENT TO SEPARATION AND DISTRIBUTION AGREEMENT (this “ Amendment ”) is entered into as of January 1, 2007 (the “ Effective Date ”), by and between Duke Energy Corporation, a Delaware corporation (“ Duke Energy ”), and Spectra Energy Corp (f/k/a Gas SpinCo, Inc.), a Delaware corporation (“ Spectra Energy ”), each a “ Party ” and together, the “ Parties ”.

R E C I T A L S:

WHEREAS, the Parties have entered into that certain Separation and Distribution Agreement dated as of December 13, 2006 (the “ Separation and Distribution Agreement ”); and

WHEREAS, each Party has determined that it is in the best interests of its stockholders to amend the Separation and Distribution Agreement as described in this Amendment.

NOW, THEREFORE, in consideration of the foregoing premises, the mutual promises and covenants hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree, effective as of the Effective Date, as follows:

1. Definitions.

All capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth (or otherwise provided for) in the Separation and Distribution Agreement.

2. Amendment to Modify Schedule 1.1(48) (Duke Energy Group Entities) .

The Schedules to the Separation and Distribution Agreement are hereby amended by:

(i) adding the following Business Entity to the list of Business Entities listed on Schedule 1.1(48) (Duke Energy Group Entities): “Energy Pipelines International Company”; and

(ii) deleting the following Business Entity from the list of Business Entities listed on Schedule 1.1(48) (Duke Energy Group Entities): “Duke Energy Exchangeco Finance Co.”.

3. Amendment to Modify Schedule 1.1(104)(a) (Companies Considered PanEnergy Companies) .

The Schedules to the Separation and Distribution Agreement are hereby amended by adding the following item 13 to the list of PanEnergy Companies listed on Schedule 1.1(104(a) (Companies Considered PanEnergy Companies):

“13. Energy Pipelines International Company

— Will cease to be an indirect subsidiary of Duke Capital LLC and become a member of the Duke Energy Group.”

4. Amendment to Modify Schedule 1.1(129) (Spectra Energy Group Entities) .

The Schedules to the Separation and Distribution Agreement are hereby amended by:

(i) deleting the following Business Entity from the list of Business Entities listed on Schedule 1.1(129) (Spectra Energy Group Entities): “Energy