Form 8-K Amendment





Washington, D.C. 20549







Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

August 28, 2008 (June 30, 2008)




(Exact name of registrant as specified in its charter)




Delaware   1-33007   20-5413139
(State or other jurisdiction
of incorporation)
  (Commission File Number)  

(IRS Employer

Identification No.)


5400 Westheimer Court, Houston, Texas   77056
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code 713-627-5400


(Former name or former address, if changed since last report.)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously reported on June 30, 2008, the Board of Directors of Spectra Energy Corp appointed Gregory L. Ebel to succeed Fred J. Fowler as President and Chief Executive Officer, effective January 1, 2009.

On August 26, 2008, in light of his new role, the Board of Directors of Spectra Energy approved a grant to Mr. Ebel of phantom stock units with a value of $1,000,000 as of the grant date of October 1, 2008. The number of units will be determined based on the value of Spectra Energy’s common stock on the grant date. The units will be granted under the Spectra Energy Corp 2007 Long-Term Incentive Plan and will be subject to the terms and conditions of the company’s form of Phantom Stock Award Agreement, a copy of which is filed as an exhibit to Spectra Energy’s Form 10-Q for the quarter ended June 30, 2008.


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



/s/ William S. Garner, Jr.


William S. Garner, Jr.

Group Executive, General Counsel
and Secretary

Date: August 28, 2008