Form 8-K/A





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):

December 15, 2008 (June 30, 2008)


(Exact name of registrant as specified in its charter)


Delaware   1-33007   20-5413139

(State or other jurisdiction

of incorporation)



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 December 9, 2008, in light of his new role, the Board of Directors of Spectra Energy approved revisions to Mr. Ebel’s compensation. Mr. Ebel will receive a base salary at an annual rate of $850,000, subject to annual review. He will also receive an annual short-term incentive opportunity with a target equal to 90% of his annual base salary, based on the achievement of individual and company performance criteria, and an annual long-term incentive opportunity under our 2007 Long-Term Incentive Plan with a target equal to 250% of his base salary.


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/ Gregory L. Ebel

Gregory L. Ebel

Group Executive and Chief Financial Officer

Date: December 15, 2008