Exhibit 10.1

SERVICES AGREEMENT

BY AND BETWEEN

DCP MIDSTREAM, LP

AND

DCP MIDSTREAM PARTNERS, LP

TABLE OF CONTENTS

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SERVICES AGREEMENT

This SERVICES AGREEMENT (this “ Agreement ” ) is entered into this 14th day of February, 2013 (the “ Effective Date ”) by and between DCP MIDSTREAM, LP, a Delaware limited partnership (“ Service Provider ”), and DCP MIDSTREAM PARTNERS, LP, a Delaware partnership (“ Owner ”). Service Provider and Owner are sometimes referred to herein individually as a “ Party ” and collectively as the “ Parties .”

RECITALS

WHEREAS, Owner and Services Provider are parties to that certain Omnibus Agreement dated December 7, 2005, as amended from time to time, and desire to terminate the Omnibus Agreement and replace the Omnibus Agreement with this Agreement.

WHEREAS , Owner desires to engage Service Provider, as an independent contractor, to provide services to Owner, and Service Provider desires to be so engaged.

WHEREAS , the services of Service Provider are an integral part of and essential to the ability of Owner to generate the goods, products, and services that are the business of Owner, and by executing this Services Agreement Owner undertakes to execute work that is part of its trade, business, and occupation.

NOW, THEREFORE , for and in consideration of the foregoing, the mutual covenants and promises set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, Owner and Service Provider hereby agree as follows:

DEFINITIONS

Unless the context otherwise requires, each defined term shall be equally applicable both to the singular and the plural forms of the term so defined. When used in this Agreement, the following terms have the following meanings (other defined terms may be found elsewhere in this Agreement):

“ Action ” means any action, suit, arbitration, inquiry, proceeding, investigation, condemnation, or audit by or before any court or other Governmental Entity or any arbitrator or panel of arbitrators.

“ Affiliate ” means, a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, a specified Person. A Person shall be deemed to control another Person if such first Person possesses, directly or indirectly, the power to direct, or cause the direction of, the management and policies of such other Person, whether through the ownership of voting securities, by contract or otherwise; provided, however , that the Partnership Group, on the one hand, and Service Provider and its Affiliates, on the other hand, shall not be deemed to be Affiliates of each other for purposes of this Agreement.

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“ Agreement ” means this Services Agreement (including any schedules, exhibits or attachments hereto) as amended, supplemented or otherwise modified from time to time.

“ Business Day ” shall mean any day other than a Saturday, Sunday or other day on which banks are authorized or required by Law to be closed.

“ Cause ” has the meaning given such term in the MLP Agreement.

“ Change of Control ” means, with respect to any Person (the “ Applicable Person ”), any of the following events: (i) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the Applicable Person’s assets to any other Person, unless immediately following such sale, lease, exchange or other transfer such assets are owned, directly or indirectly, by the Applicable Person; (ii) the dissolution or liquidation of the Applicable Person; (iii) the consolidation or merger of the Applicable Person with or into another Person pursuant to a transaction in which the outstanding Voting Securities of the Applicable Person are changed into or exchanged for cash, securities or other property, other than any such transaction where (a) the outstanding Voting Securities of the Applicable Person are changed into or exchanged for Voting Securities of the surviving Person or its parent and (b) the holders of the Voting Securities of the Applicable Person immediately prior to such transaction own, directly or indirectly, not less than a majority of the outstanding Voting Securities of the surviving Person or its parent immediately after such transaction; and (iv) a “person” or “group” (within the meaning of Sections 13(d) or 14(d)(2) of the Exchange Act) being or becoming the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of more than 50% of all of the then outstanding Voting Securities of the Applicable Person, except in a merger or consolidation which would not constitute a Change of Control under clause (iii) above.

“ Common Unit ” has the meaning given such term in the MLP Agreement.

“ Conflicts Committee ” has the meaning given such term in the MLP Agreement.

“ Effective Date ” has the meaning given such term in the introduction to this Agreement.

“ Employee Secondment Agreement ” means the Employee Secondment Agreement between Owner and Service Provider dated as of the Effective Date.

“ G&A Expenses Limit ” has the meaning given such term in Section 2.5.

“ GAAP ” means accounting principles generally accepted in the United States as promulgated by the Financial Accounting Standards Board, or its predecessors or successors, consistently applied.

“ General Partner ” means DCP Midstream GP, LP, a Delaware limited partnership.

“ Governmental Entity ” shall mean any court, governmental department, commission, council, board, agency, bureau or other instrumentality of the United States of America, any foreign jurisdiction, or any state, provincial, county, municipality or local governmental unit thereof, including any taxing authority.

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“ Indemnified Party ” has the meaning given such term in Section 3.4 .

“ Indemnifying Party ” has the meaning given such term in Section 3.4 .

“ Indemnity Demand ” has the meaning given such term in Section 3.4 .

“ Law ” means all applicable laws, statutes, rules, regulations, codes, ordinances, permits, variances, judgments, injunctions, orders and licenses of a Governmental Entity having jurisdiction over the assets or the properties of the Parties and the operations thereof.

“ Loss ” means any and all debts, losses, liabilities, duties, claims, damages, obligations, payments (including those arising out of any demand, assessment, settlement, judgment, or compromise relating to any actual or threatened Action), costs and reasonable expenses including any reasonable attorneys’ fees and any and all reasonable expenses whatsoever incurred in investigating, preparing, or defending any Action, whether matured or unmatured, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, known or unknown.

“ MLP Agreement ” means the Second Amended and Restated Agreement of Limited Partnership of Owner, dated as of November 1, 2006, as amended from time to time.

“ Owner ” has the meaning given such term in the introduction to this Agreement.

“ Owner Assets ” means the pipelines, processing plants or related equipment or assets, or portions thereof, conveyed, contributed or otherwise transferred or intended to be conveyed, contributed or otherwise transferred to any member of the Partnership Group, or owned by or necessary for the operation of the business, properties or assets or any member of the Partnership Group.

“ Owner Indemnified Parties ” has the meaning given such term in Section 3.3(a).

“ Partnership Group ” means Owner and its Subsidiaries.

“ Party(ies) ” has the meaning given such term in the introduction to this Agreement.

“ Person ” means any individual or entity, including any corporation, limited liability company, partnership (general or limited), master limited partnership, joint venture, association, joint stock company, trust, incorporated organization or Governmental Entity or any department or agency thereof.

“ Service Provider ” has the meaning given such term in the introduction to this Agreement.

“ Service Provider Indemnified Parties ” has the meaning given such term in Section 3.2 .

“ Services ” has the meaning given such term in Section 2.1(a) .

“ Subsidiary ” has the meaning given such term in the MLP Agreement.

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“ Third Party ” means a Person other than (a) Service Provider, (b) Owner, or (c) any of their respective Affiliates.

“ Third Party Claim ” has the meaning given such term in Section 3.4 .

“ Voting Securities ” means securities of any class of Person entitling the holders thereof to vote in the election of, or to appoint, members of the board of directors or other similar governing body of the Person.

ARTICLE 1

ENGAGEMENT AND RELATIONSHIP OF PARTIES

Section 1.1 Engagement of Service Provider . Owner hereby engages Service Provider to act as an independent contractor, and appoints Service Provider as its agent with full power and authority, to perform the Services in accordance with the terms and conditions of this Agreement. Service Provider hereby accepts such engagement and agrees to provide or cause to be provided the Services in accordance with the terms and conditions, and subject to the limitations, set forth in this Agreement. The Parties hereto agree that the Omnibus Agreement is hereby terminated and shall have no further force and effect.

Section 1.2 Relationship of the Parties . Service Provider shall perform and execute the provisions of this Agreement as an independent contractor to Owner. This Agreement is not intended to and does not create a partnership, joint venture or other relationship creating fiduciary, quasi-fiduciary or similar duties and obligations between the Parties or any of their Affiliates. Subject to the terms of this Agreement, Service Provider shall perform the Services according to Service Provider’s own means and methods of work, which shall be in the exclusive charge and control of Service Provider.

Section 1.3 Employee Secondment Agreement Predominates . Nothing in this Agreement affects the employer status of Service Provider, the employer status of Owner, or the joint-employer status of Service Provider and Owner, all of which are set out in the Employee Secondment Agreement. Where any conflict is found between this Agreement and the Employee Secondment Agreement, the terms of the Employee Secondment Agreement shall predominate.

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ARTICLE 2

SERVICES AND REIMBURSEMENT

Section 2.1 Services .

(a) Service Provider hereby agrees to continue to provide Owner with certain general and administrative services, including but not limited to legal, accounting, treasury, insurance administration and claims processing, risk management, health, safety and environmental, information technology, human resources, credit, payroll, internal audit, taxes and engineering. These general and administrative services shall be substantially identical in nature and quality to the services of such type previously provided by Service Provider in connection with their management and operation of the Owner Assets during the one-year period prior to the Effective Date.

(b) Subject to the provisions of Section 3.3 , Owner hereby agrees to reimburse Service Provider for all expenses and expenditures it incurs or payments it makes on behalf of Owner for these general and administrative services, including but not limited to salaries of executive officers devoting less than a majority of their time on Partnership Group matters based on the percentage of time devoted to Partnership Group matters by such executive officers.

(c) The Owner hereby agrees to reimburse Service Provider for all other expenses and expenditures it incurs or payments it makes on behalf of Owner, including, but not limited to (i) salaries of operational personnel performing services on Owner’s behalf and the cost of employee benefits for such personnel in the manner and to the extent provided in the Employee Secondment Agreement, (ii) capital expenditures, (iii) maintenance and repair costs and (iv) taxes.

(d) The General Partner shall be entitled to allocate any such expenses and expenditures between the Owner, on the one hand, and Service Provider, on the other hand, in accordance with the foregoing provisions on any reasonable basis.

Section 2.2 Personnel . Service Provider shall provide, or cause to be provided, personnel to staff and perform the Services, which may be accomplished to the extent necessary (a) pursuant to the Employee Secondment Agreement by joint-employees of Service Provider and Owner, engaged full time in providing the Services, or any other employees of Service Provider or Affiliates of Service Provider or (b) by contractors hired by Service Provider.

Section 2.3 Ownership of Property . The Parties agree and acknowledge that Service Provider shall have no direct ownership interest in the Owner Assets (nor in any of the equipment, materials or other property related thereto and purchased by Owner or its Subsidiaries either directly or on behalf of Owner or such Subsidiaries by Service Provider), and that neither Service Provider, nor any Affiliate of Service Provider shall be deemed to have any direct or indirect ownership interest in the Owner Assets (or in any equipment, materials and other property related thereto and purchased by any member of the Partnership Group either directly or on behalf of such member of the Partnership Group by Service Provider) as a result of the terms of this Agreement. The Parties further agree that notwithstanding any member of the

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Partnership Group’s ownership of any equipment, materials and other property related to Owner Assets, Service Provider shall have the right to use such equipment, materials and other property in its operation of the Owner Assets and its provision of the Services under this Agreement. Notwithstanding anything in this Agreement to the contrary, any reimbursement of costs incurred with respect to any equipment, materials or other property owned by Service Provider shall not affect Service Provider’s ownership of such equipment, materials or other property, regardless of whether any such equipment, materials or other property has been improved or enhanced thereby.

Section 2.4 Reimbursement for Insurance . Owner hereby agrees to reimburse (or to cause its Affiliate to reimburse) Service Provider or its Affiliate (other than any Affiliate constituting part of Owner), as applicable, for all expenses it incurs or payments it makes on behalf of Owner and the Partnership Indemnitees for (i) insurance coverage with respect to the Owner Assets, (ii) insurance coverage with respect to claims related to fiduciary obligations of officers, directors and control persons of the Owner (iii) insurance coverage with respect to claims under federal and state securities laws, and (iv) employee-related insurance coverage as set forth in the Secondment Agreement.

Section 2.5 Limitations on Reimbursement .

(a) The amount for which Service Provider shall be entitled to reimbursement from Owner pursuant to Section 2.1(b) for general and administrative expenses shall not exceed the amount set forth in Schedule A to this Agreement (the “ G&A Expenses Limit ”). Thereafter, the G&A Expenses Limit shall be increased annually by the percentage increase in the Consumer Price Index - All Urban Consumers, U.S. City Average, Not Seasonally Adjusted for the applicable year. In the event that Owner makes any acquisitions of assets or businesses or the business of Owner otherwise expands following the date of this Agreement, then the G&A Expenses Limit shall be appropriately increased by amending Schedule A to this Agreement in order to account for adjustments in the nature and extent of the general and administrative services by Service Provider to Owner, with any such increase in the G&A Expense Limit subject to the approval of the Conflicts Committee.

(b) The obligation of Owner to reimburse Service Provider and its Subsidiaries pursuant to Section 3.2 shall not be subject to any monetary limitation.

ARTICLE 3

LIABILITY STANDARD AND INDEMNIFICATION

Section 3.1 Limitation of Liability . NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE PARTIES EXPRESSLY AGREE THAT (A) SERVICE PROVIDER SHALL NOT BE LIABLE TO ANY OWNER INDEMNIFIED PARTY FOR ANY EXEMPLARY, PUNITIVE, INDIRECT, CONSEQUENTIAL, REMOTE, OR SPECULATIVE DAMAGES, SAVE AND EXCEPT SUCH DAMAGES PAYABLE WITH RESPECT TO THIRD PARTY CLAIMS FOR WHICH SERVICE PROVIDER IS OBLIGATED TO PROVIDE INDEMNIFICATION UNDER SECTION 3.3 AND (B) OWNER SHALL NOT BE LIABLE TO ANY SERVICE PROVIDER INDEMNIFIED PARTY FOR ANY EXEMPLARY, PUNITIVE, INDIRECT, CONSEQUENTIAL, REMOTE, OR

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SPECULATIVE DAMAGES, SAVE AND EXCEPT SUCH DAMAGES PAYABLE WITH RESPECT TO THIRD PARTY CLAIMS FOR WHICH OWNER IS OBLIGATED TO PROVIDE INDEMNIFICATION UNDER SECTION 3.2 .

Section 3.2 Indemnification of Service Provider .

(a) Subject to Section 3.1 and Section 3.3 , Owner shall INDEMNIFY, PROTECT, DEFEND, RELEASE and HOLD HARMLESS Service Provider and its Affiliates (including, for the avoidance of doubt, any Person that is an Affiliate of Service Provider), and their respective directors, officers, managers, members, and legal representatives (together with Service Provider, the “ Service Provider Indemnified Parties ”) from and against any and all Losses suffered by Service Provider Indemnified Parties as a result of, caused by, or arising out of (i) any breach of a representation and warranty of Owner in this Agreement, (ii) any breach of any covenant of Owner under this Agreement, (iii) the sole, joint or concurrent negligence, gross negligence or willful misconduct of Owner, or (iv) Service Provider’s performance of the Services, including Service Provider’s sole, joint or concurrent negligence (but excluding, to the extent provided in Section 3.3 , the gross negligence or willful misconduct of Service Provider) in connection therewith; provided, however , that Owner shall have no indemnity or defense obligations to Service Provider Indemnified Parties with respect to matters for which Service Provider is required to indemnify or defend Owner Indemnified Parties pursuant to Section 3.3 .

(b) No statute, rule, or regulation that precludes an injured party from bringing an action against a fellow employee or employer shall preclude a Service Provider Indemnified Party from seeking and obtaining a judicial determination of the fault or negligence of such natural Persons for purposes of this Section.

Section 3.3 Indemnification of Owner .

(a) Subject to Section 3.1 , Service Provider shall INDEMNIFY, PROTECT, DEFEND, RELEASE and HOLD HARMLESS Owner, the Members (including, for the avoidance of doubt, any Member that is an Affiliate of Service Provider) and other respective Affiliates (other than Service Provider), and their respective directors, officers, managers, members and legal representatives (together with Owner, the “ Owner Indemnified Parties ”) from and against any and all Losses suffered by Owner Indemnified Parties as a result of, caused by, or arising out of (i) any breach of a representation or warranty of Service Provider in this Agreement, or (ii) the gross negligence or willful misconduct of Service Provider in its performance or failure to perform any Services under this Agreement.

(b) No statute, rule, or regulation that precludes an injured party from bringing an action against a fellow employee or employer shall preclude an Owner Indemnified Party from seeking and obtaining a judicial determination of the fault or negligence of such natural Persons for purposes of this Section.

Section 3.4 Indemnification Demands . Each Party hereunder agrees that promptly upon its discovery of facts giving rise to a demand for indemnity under the provisions of this Agreement, including receipt by it of a demand or Action by any Third Party (a “ Third Party Claim ”), with respect to any matter as to which an Service Provider Indemnified Party or an

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Owner Indemnified Party as applicable (each, an “ Indemnified Party ”) asserts a right to indemnity under the provisions of this Agreement, it will give notice promptly thereof in writing to the Party against which such a right is being asserted (the “ Indemnifying Party ”), together with a statement of such information respecting any of the foregoing as it shall have reasonable access to and including a formal demand for indemnification under this Agreement (an “ Indemnity Demand ”). The Indemnifying Party shall not be obligated to indemnify the Indemnified Party with respect to any Indemnity Demand if the Indemnified Party fails to notify the Indemnifying Party thereof in accordance with the provisions of this Agreement and such failure materially and adversely affects the ability of the Indemnifying Party or its counsel to defend against such matter and to make a timely response thereto including any responsive motion or answer to a complaint, petition, notice or other legal, equitable or administrative process relating to the Indemnity Demand.

Section 3.5 Right to Contest and Defend Third Party Claims .

(a) The Indemnifying Party shall be entitled, at its cost and expense, to contest and defend, by all appropriate legal proceedings, any Third Party Claim with respect to which it is called upon to indemnify the Indemnified Party under the provisions of this Agreement; provided , that notice of its admission that such Third Party Claim is subject to indemnity hereunder and its intention to so contest shall be delivered by the Indemnifying Party to the Indemnified Party within twenty (20) days from the date of receipt by the Indemnifying Party of the Indemnity Demand. Any such contest may be conducted in the name and on behalf of the Indemnifying Party or the Indemnified Party as may be appropriate. Such contest shall be conducted by reputable counsel employed by the Indemnifying Party and not reasonably objected to by the Indemnified Party, but the Indemnified Party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The Indemnifying Party shall have full authority to determine all actions to be taken with respect to such Third Party Claim; provided, however , that the Indemnifying Party will not have the authority to subject the Indemnified Party to any obligation, other than the performance of purely ministerial tasks or obligations not involving material expense. If the Indemnifying Party does not elect to contest and defend any such Third Party Claim as provided herein, the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party. If the Indemnifying Party shall have assumed the defense of such Third Party Claim, the Indemnified Party shall agree to any settlement, compromise or discharge of a Third Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim, which releases the Indemnified Party completely and unconditionally in connection with such Third Party Claim, which involves no finding or admission of liability, violation of Law, or other adverse matter by the Indemnified Party and which would not otherwise adversely affect the Indemnified Party.

(b) Notwithstanding the foregoing in Section 3.5(a) , the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the Indemnified Party in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related Third Party Claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages.

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Section 3.6 Cooperation . If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest or, if appropriate, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person, and the Indemnifying Party will reimburse the Indemnified Party for any expenses incurred by it in so cooperating. At no cost or expense to the Indemnified Party, the Indemnifying Party shall cooperate with the Indemnified Party and its counsel in contesting any Third Party Claim.

Section 3.7 Right to Participate . If the Indemnifying Party does not properly elect to contest and defend a Third Party Claim as provided herein, the Indemnified Party agrees to afford the Indemnifying Party and its counsel the opportunity to be present at, and to participate in, conferences with all Persons, including any Governmental Entity, asserting any Third Party Claim against the Indemnified Party or conferences with representatives of or counsel for such Persons.

Section 3.8 Payment of Damages . The indemnification required hereunder shall be made by periodic payments of the amount thereof during the course of the investigation or defense, within ten (10) days as and when reasonably specific bills are received or Loss is incurred and reasonable evidence thereof is delivered. In calculating any amount to be paid by an Indemnifying Party by reason of the provisions of this Agreement, the amount shall be reduced by all cash tax benefits and other cash reimbursements (including insurance proceeds) actually received by the Indemnified Party related to the Losses.

Section 3.9 Sole Remedy . No Party shall have any liability under this Agreement except as is provided in this Agreement (other than claims or causes of action arising from fraud).

ARTICLE 4

INSURANCE

Section 4.1 Insurance Obtained and Provided by Service Provider .

(a) On behalf of Owner, Service Provider shall obtain and maintain (or cause to be obtained and maintained) at all times during the term of this Agreement insurance coverage for the Partnership Group and the Owner Assets that Service Provider determines is necessary or appropriate. Such insurance shall be procured from reputable insurance companies with an AM Best Rating of A-/VII or better.

(b) The Members agree that the costs reasonably allocated to any insurance described in Section 4.1(a) (including applicable deductibles and self-insured retentions) that is obtained and maintained on behalf of the Partnership Group by Service Provider’s making available for the benefit of Owner or any of its Subsidiaries the insurance of any of its Affiliates, shall be reimbursed to Service Provider by Owner, or if appropriate otherwise directly charged to Owner.

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Section 4.2 Other Requirements . For insurance coverages obtained pursuant to Section 4.1 , Service Provider will provide that the applicable insurer shall waive any right of recovery, under subrogation or otherwise, which the insurer may have or acquire against Service Provider and its Affiliates, the Partnership Group and their respective directors, partners, officers, agents or employees for claims under such policies. All such coverage shall, where applicable, name the Partnership Group and its and their respective Affiliates or Service Provider and its Affiliates, as applicable, as additional insureds, or as named insureds. Such insurance shall, to the extent of Service Provider’s or Owner’s indemnity obligations, be primary and non-contributing to any other insurance that is available to Owner or Service Provider. All insurance coverage obtained by Service Provider in relation to this Agreement shall be endorsed to provide that cancellation, termination or other material change shall not be effective without thirty (30) days prior written notice to Owner excepting only cancellation for non-payment of premium where such notice period shall be ten (10) days.

ARTICLE 5

MISCELLANEOUS

Section 5.1 Choice of Law; Submission to Jurisdiction . This Agreement shall be subject to and governed by the laws of the State of Colorado, excluding any conflicts-of-law rule or principle that might refer the construction or interpretation of this Agreement to the laws of another state. Each Party hereby submits to the jurisdiction of the state and federal courts in the State of Colorado and to venue in Colorado.

Section 5.2 Notice . All notices, requests or consents provided for or permitted to be given pursuant to this Agreement must be in writing and must be given by depositing same in the United States mail, addressed to the Person to be notified, postpaid, and registered or certified with return receipt requested or by delivering such notice in person or by telecopier or telegram to such Party. Notice given by personal delivery or mail shall be effective upon actual receipt. Notice given by telegram or telecopier shall be effective upon actual receipt if received during the recipient’s normal business hours, or at the beginning of the recipient’s next business day after receipt if not received during the recipient’s normal business hours. All notices to be sent to a Party pursuant to this Agreement shall be sent to or made at the address set forth below or at such other address as such Party may stipulate to the other Parties in the manner provided in this Section 5.2 .

For notices to Owner:

370 17th Street, Suite 2775

Denver, Colorado 80202

Phone: (303) 633-2900

Fax: (303) 633-2921

Attention: General Counsel

For notices to Service Provider:

370 17th Street, Suite 2500

Denver, Colorado 80202

Phone: (303) 595-3331

Fax: (303) 605-2226

Attention: General Counsel

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Section 5.3 Entire Agreement . This Agreement constitutes the entire agreement of the Parties relating to the matters contained herein, superseding all prior contracts or agreements, whether oral or written, relating to the matters contained herein.

Section 5.4 Term . This Agreement shall remain in full force and effect until December 31, 2013, at which time this Agreement shall automatically evergreen and renew for successive one year terms unless either party gives written notice no less than 120 days prior to the end of the calendar year in which such termination shall occur.

Section 5.5 Termination . Notwithstanding any other provision of this Agreement, if the General Partner is removed as general partner of Owner under circumstances where Cause does not exist and Units held by the General Partner and its Affiliates are not voted in favor of such removal, this Agreement, may immediately thereupon be terminated by Owner. This Agreement shall also terminate upon a Change of Control of Service Provider, the General Partner or Owner.

Section 5.6 Effect of Waiver or Consent . No waiver or consent, express or implied, by any Party to or of any breach or default by any Person in the performance by such Person of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance by such Person of the same or any other obligations of such Person hereunder. Failure on the part of a Party to complain of any act of any Person or to declare any Person in default, irrespective of how long such failure continues, shall not constitute a waiver by such Party of its rights hereunder until the applicable statute of limitations period has run.

Section 5.7 Amendment or Modification . This Agreement may be amended or modified from time to time only by the written agreement of all the Parties; provided, however , that Owner may not, without the prior approval of the Conflicts Committee, agree to any amendment or modification of this Agreement that, in the reasonable discretion of the General Partner, will adversely affect the holders of Common Units. Each such instrument shall be reduced to writing and shall be designated on its face an “Amendment” or an “Addendum” to this Agreement.

Section 5.8 Assignment; Third Party Beneficiaries . No Party shall have the right to assign its rights or obligations under this Agreement without the consent of the other Parties. Each of the Parties hereto specifically intends that Owner and each entity comprising the Partnership Group, as applicable, whether or not a Party to this Agreement, shall be entitled to assert rights and remedies hereunder as third-party beneficiaries hereto with respect to those provisions of this Agreement affording a right, benefit or privilege to any such entity.

Section 5.9 Counterparts . This Agreement may be executed in any number of counterparts with the same effect as if all signatory Parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument.

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Section 5.10 Severability . If any provision of this Agreement or the application thereof to any Person or circumstance shall be held invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

Section 5.11 Gender, Parts, Articles and Sections . Whenever the context requires, the gender of all words used in this Agreement shall include the masculine, feminine and neuter, and the number of all words shall include the singular and plural. All references to Article numbers and Section numbers refer to Articles and Sections of this Agreement.

Section 5.12 Further Assurances . In connection with this Agreement and all transactions contemplated by this Agreement, each Party agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the terms, provisions and conditions of this Agreement and all such transactions.

Section 5.13 Withholding or Granting of Consent . Each Party may, with respect to any consent or approval that it is entitled to grant pursuant to this Agreement, grant or withhold such consent or approval in its sole and uncontrolled discretion, with or without cause, and subject to such conditions as it shall deem appropriate.

Section 5.14 Laws and Regulations . Notwithstanding any provision of this Agreement to the contrary, no Party shall be required to take any act, or fail to take any act, under this Agreement if the effect thereof would be to cause such Party to be in violation of any applicable law, statute, rule or regulation.

Section 5.15 Negation of Rights of Limited Partners, Assignees and Third Parties . The provisions of this Agreement are enforceable solely by the Parties, and no limited partner, member, or assignee of Service Provider, any member of the Partnership Group or other Person shall have the right, separate and apart from Service Provider or Owner, to enforce any provision of this Agreement or to compel any Party to comply with the terms of this Agreement.

Section 5.16 No Recourse Against Officers or Directors . For the avoidance of doubt, the provisions of this Agreement shall not give rise to any right of recourse against any officer or director of Service Provider or any member of the Partnership Group.

Section 5.17 Construction .

(a) All article, section and exhibit references used in this Agreement are to articles, sections and exhibits of and to this Agreement unless otherwise specified. The schedules and exhibits attached to this Agreement constitute a part of this Agreement and are incorporated herein for all purposes.

(b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). Terms defined in the singular have the corresponding meanings in the plural, and vice versa. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include

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the feminine and neuter genders and vice versa. The term “includes” or “including” shall mean “including without limitation.” The words “hereof,” “hereto,” “hereby,” “herein,” “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular section or article in which such words appear. The phrase “ordinary course of business” shall mean, with respect to a particular Person, the ordinary course of business of such Person consistent with past practice in all material respects. All references to Laws refer to such Laws as they may be amended from time to time, and references to particular provisions of a Law include any corresponding provisions of any succeeding Law.

(c) The Parties acknowledge that each Member and its attorneys have reviewed this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party, or any similar rule operating against the drafter of an agreement, shall not be applicable to the construction or interpretation of this Agreement.

(d) The captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement.

(e) All references to currency and “$” herein shall be to, and all payments required hereunder shall be paid in, United States dollars.

(f) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP, as of the date of the statement to which such term refers.

Signature Page Follows

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IN WITNESS WHEREOF, the Parties have executed this Agreement to be effective as of the Effective Date.

SCHEDULE A

G&A EXPENSES LIMIT

For 2013 the G&A Expenses Limit shall be 28,620,000.

Exhibit 10.2

EMPLOYEE SECONDMENT AGREEMENT

BY AND BETWEEN

DCP MIDSTREAM, LP

AND

DCP MIDSTREAM PARTNERS, LP

TABLE OF CONTENTS

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EMPLOYEE SECONDMENT AGREEMENT

This Employee Secondment Agreement, effective as of February 14, 2013 (the “ Effective Date ”), is entered into by and between DCP Midstream, LP, a Delaware limited partnership (“ DCP Midstream ”), and DCP Midstream Partners, LP, a Delaware limited partnership (“ DCP Partners ”). Each of the foregoing is referred to herein as a “ Party ” and collectively as the “ Parties .”

RECITALS:

WHEREAS, the Parties desire to enter into an agreement whereby DCP Midstream provides to DCP Partners the employee services necessary to operate, construct, manage and maintain certain of DCP Partners’ assets, to provide support in the running of its business and to otherwise fulfill its intended business purpose, and thus seconds to DCP Partners certain personnel employed by DCP Midstream;

WHEREAS, the Parties desire that the services provided pursuant to this Agreement be provided to DCP Partners from and after the Effective Date;

NOW THEREFORE, in consideration of the promises and the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, DCP Midstream and DCP Partners hereby agree as follows, effective as of the Effective Date:

ARTICLE I.

DEFINITIONS

Section 1.1 Definitions.

As used in this Agreement, the following terms have the respective meanings set forth below:

“ Action ” means any action, suit, arbitration, inquiry, proceeding, investigation, condemnation, or audit by or before any court or other Governmental Entity or any arbitrator or panel of arbitrators.

“Affected Party” has the meaning set forth in Section 7.6 .

“Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, a specified Person. A Person shall be deemed to control another Person if such first Person possesses, directly or indirectly, the power to direct, or cause the direction of, the management and policies of such other Person, whether through the ownership of voting securities, by contract or otherwise; provided, however , that DCP Partners, its Subsidiaries and Affiliates, on the one hand, and DCP Midstream, its Subsidiaries and Affiliates, on the other, shall not be deemed to be Affiliates of each other for the purposes of this Agreement.

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“Agreement” means this Employee Secondment Agreement (including any schedules, exhibits or attachments hereto) as amended, supplemented or otherwise modified from time to time.

“Benefit Plans” means each employee benefit plan, as defined in Section 3(3) of ERISA, and any other material plan, policy, program, practice, agreement, understanding or arrangement (whether written or oral) providing compensation or other benefits to any Seconded Employee (or to any dependent or beneficiary thereof), including, without limitation, any stock bonus, stock ownership, stock option, stock purchase, stock appreciation rights, phantom stock, restricted stock or other equity-based compensation plans, policies, programs, practices or arrangements, and any bonus or incentive compensation plan, deferred compensation, profit sharing, holiday, cafeteria, medical, disability or other employee benefit plan, program, policy, agreement or arrangement sponsored, maintained, or contributed to by DCP Midstream or any of its ERISA Affiliates, or under which DCP Midstream or any ERISA Affiliate may have any obligation or liability, whether actual or contingent, in respect of or for the benefit of any Seconded Employee (but excluding workers’ compensation benefits (whether through insured or self-insured arrangements) and directors and officers liability insurance).

“Business Day” means any day other than a Saturday, a Sunday or a day on which banks are authorized or required by Law to be closed.

“Code ” means the Internal Revenue Code of 1986, as amended.

“DCP Midstream” has the meaning set forth in the preamble.

“DCP Midstream Entity” or “DCP Midstream Entities” means DCP Midstream or its Affiliates (other than DCP Partners and its Subsidiaries).

“DCP Partners” has the meaning set forth in the preamble.

“DCP Partners Employee Services” has the meaning set forth in Section 3.1 .

“DCP Partners Supervisor” or “DCP Partners Supervisors” has the meaning set forth in Section 2.1 .

“Effective Date” has the meaning set forth in the preamble.

“End Date” has the meaning set forth in Section 2.2 .

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” means any entity that would be treated as a single employer with DCP Midstream under Sections 414(b), (c) or (m) of the Code or Section 4001(b)(1) of ERISA.

“Force Majeure” has the meaning set forth in Section 7.6 .

“Governmental Authority” means any executive, legislative, judicial, regulatory or administrative agency, body, commission, department, board, court, tribunal, arbitrating body or authority of the United States or any foreign country, or any state, local or other governmental subdivision thereof.

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“Law” means all applicable laws, statutes, rules, regulations, codes, ordinances, permits, variances, judgments, injunctions, orders and licenses of a Governmental Entity having jurisdiction over the assets or the properties of the Parties and the operations thereof.

“Liability” means, collectively, any commitment, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation, contingency, responsibility or other liability, in each case, whether fixed or unfixed, asserted or unasserted, due or to become due, accrued or unaccrued, or absolute, contingent or otherwise.

“ Loss ” or “ Losses ” means any and all debts, losses, liabilities, duties, claims, damages, obligations, payments (including those arising out of any demand, assessment, settlement, judgment, or compromise relating to any actual or threatened Action), costs and reasonable expenses including any reasonable attorneys’ fees and any and all reasonable expenses whatsoever incurred in investigating, preparing, or defending any Action, whether matured or unmatured, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, known or unknown.

“Medical Coverage” has the meaning set forth in Section 4.2 .

“Order” means any judgments, orders, writs, injunctions, decisions, rulings, decrees or awards of any Governmental Authority.

“Party” or “Parties” has the meaning set forth in the preamble.

“Period of Secondment” has the meaning set forth in Section 2.1 .

“Person” means any individual or entity, including any corporation, limited liability company, partnership (general or limited), master limited partnership, joint venture, association, joint stock company, trust, incorporated organization or Governmental Entity or any department or agency thereof.

“Removed Employee” has the meaning set forth in Section 2.4 .

“Seconded Employee” or “Seconded Employees” has the meaning set forth in Section 2.1 .

“Seconded Employee Expenses” has the meaning set forth in Section 4.2 .

“Seconded Employee Schedule” has the meaning set forth in Section 2.1 .

“Secondment” has the meaning set forth in Section 2.1 .

“Services Agreement” means the Services Agreement, effective as of the Effective Date, by and among DCP Midstream and DCP Partners.

“Services Reimbursement” has the meaning set forth in Section 4.1 .

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“Subsidiary” of any Person (the “Subject Person”) means any Person, whether incorporated or unincorporated, of which (i) at least 50% of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions, (ii) a general partner interest or (iii) a managing member interest, is directly or indirectly owned or controlled by the Subject Person or by one or more of its respective Subsidiaries.

ARTICLE II.

SECONDMENT

Section 2.1 Seconded Employees.

The electronic record of all active DCP Midstream employees, maintained by the DCP Midstream Human Resources Department in the electronic database known as the Human Resources Information System (the “ Seconded Employee Schedule ”), sets forth a true, complete and accurate list of each employee (each such employee and each other employee who is subsequently seconded to DCP Partners in accordance with this Agreement, a “ Seconded Employee ” and collectively, the “ Seconded Employees ”) who, beginning on the Effective Date or the date after the Effective Date on which the Seconded Employee is Seconded, and when they are performing duties at DCP Partners assets or facilities or are otherwise working on behalf of DCP Partners, and subject to the terms of this Agreement, DCP Midstream agrees to second to DCP Partners, and DCP Partners agrees to accept such secondment (the “ Secondment ”).

The Seconded Employees will remain at all times employees of DCP Midstream, but, in addition, when they are performing duties at DCP Partners assets or facilities or are otherwise working on behalf of DCP Partners then they will also be joint employees of DCP Partners during the Period of Secondment (as defined below) and shall, subject to Section 2.4 , at all times during the Period of Secondment, work under the ultimate direction, supervision and control of DCP Partners. Those active employees whose titles in the Human Resources Information System reflect that they serve as supervisors or managers and who are called upon to oversee the work of Seconded Employees working at DCP Partners assets or facilities or to provide management support on behalf of DCP Partners are designated by DCP Partners as supervisors (each, a “ DCP Partners Supervisor ,” and collectively, “ DCP Partners Supervisors ,”) to act on the behalf of DCP Partners in directing, supervising, and controlling the Seconded Employees. Any Seconded Employee so designated will be acting on the behalf of DCP Partners when directing, supervising, or controlling the work of the Seconded Employees or when they are otherwise providing management or executive support on behalf of DCP Partners.

DCP Midstream retains the right to hire or discharge the Seconded Employees with respect to their employment with DCP Midstream. Subject to the provisions in Sections 2.2 and 2.4 , none of DCP Midstream or any other DCP Midstream Entity will otherwise exercise direction, supervision or control over the Seconded Employees. For each Seconded Employee, the “ Period of Secondment ” shall be that period of time as set forth in Section 2.2 . Subject to the above proviso and Section 2.3 , individuals may be added to or removed from the Seconded Employee Schedule from time to time by the addition or deletion of such persons in the electronic record of all active DCP Midstream employees, supervisors, managers and executives, maintained by the DCP Midstream Human Resources Department in the electronic database

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known as the Human Resources Information System, when they are ceasing employment, when they are starting employment, or are performing duties at DCP Partners assets or facilities or are otherwise working on behalf of DCP Partners, which will be fully binding on the Parties for all purposes under this Agreement.

Section 2.2 Period of Secondment.

DCP Midstream will second to DCP Partners each Seconded Employee on the Effective Date, as described with respect to the Seconded Employee Schedule, and continue to second, during the period that the Seconded Employee is performing services for DCP Partners, until the earliest of:

(a) the end of the term of this Agreement in accordance with Section 6.1 ;

(b) a resignation or termination of employment with respect to such Seconded Employee;

(c) a termination of Secondment for such Seconded Employee by DCP Partners under Section 2.3 ;

(d) the date on which DCP Midstream ceases to own, directly or indirectly, the general partner of DCP Partners.

At the end of the Period of Secondment for any Seconded Employee, such Seconded Employee will no longer be subject to the direction of DCP Partners with regard to the Seconded Employee’s day-to-day activities unless such individual thereafter otherwise becomes employed by DCP Partners.

Section 2.3 Termination of Secondment.

DCP Partners will have the right to terminate the Secondment to it of any Seconded Employee for any reason at any time, upon prior written notice to DCP Midstream (such terminated Seconded Employees are referred to as “ Removed Employees ”). Upon the termination of a Secondment, the Seconded Employee will cease performing services for DCP Partners. At no time will DCP Partners have the right to terminate the employment with DCP Midstream of the Seconded Employees. DCP Midstream shall in its sole discretion determine whether the employment by DCP Midstream of any such Removed Employee shall be terminated following the termination of such Removed Employee’s Secondment or whether such Removed Employee shall be redeployed by DCP Midstream. DCP Partners shall be responsible for any severance or other benefits accruing to any Removed Employee not redeployed by DCP Midstream.

Section 2.4 Supervision.

In the course and scope of performing any Seconded Employee’s job functions for DCP Partners, the Seconded Employee will report into DCP Partners’ management structure, and will be under the direct management and supervision of DCP Partners.

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Section 2.5 Seconded Employee Qualifications.

DCP Midstream will consistent with past practice and DCP Midstream hiring processes and qualification in effect from time to time provide suitably qualified and experienced Seconded Employees. DCP Midstream does not warrant that the Secondment of the Seconded Employees will permit DCP Partners to achieve any specific results.

Section 2.6 Benefit Plan Participation.

None of DCP Partners or any of its Subsidiaries shall be a participating employer in any Benefit Plan during the Period of Secondment. Subject to DCP Partners’s reimbursement obligations hereunder, DCP Midstream and its Affiliates (other than DCP Partners and its Subsidiaries) shall remain solely responsible for all obligations and Liabilities arising under the express terms of the Benefit Plans, and during the Period of Secondment, none of DCP Partners or any of its Subsidiaries shall assume any Benefit Plan or have any obligations or Liabilities arising under the express terms of the Benefit Plans, in each case except for cost reimbursement pursuant to this Agreement.

ARTICLE III.

DCP PARTNERS EMPLOYEE SERVICES

Section 3.1 DCP Partners Employee Services.

Those services provided by the Seconded Employees shall be referred to herein as the “ DCP Partners Employee Services ”.

Section 3.2 Cancellation of DCP Partners Employee Services.

DCP Partners may terminate any of DCP Partners Employee Services on 30 days’ prior written notice to DCP Midstream. In the event DCP Partners terminates DCP Partners Employee Services, DCP Partners shall pay DCP Midstream the monthly installment for the last month (or portion thereof) in which it received such terminated services, and shall also include any accrued benefits that might be triggered or become due and payable for such Seconded Employees. Upon payment thereof, DCP Partners shall have no further services payment obligations to DCP Midstream pursuant to this Agreement with respect to such terminated services.

Section 3.3 Workers’ Compensation.

During the Period of Secondment, DCP Midstream will maintain workers’ compensation and employer’s liability insurance (either through an insurance company or qualified self-insured program) which shall include and afford coverage to the Seconded Employees including during when they are under Secondment. DCP Midstream will name DCP Partners as a named insured under such insurance policies or qualified self-insured programs. Subject to Article IV , DCP Midstream will use the Services Reimbursement paid by DCP Partners to pay an appropriate and commensurate amount of the workers’ compensation and employer’s liability insurance premiums for DCP Partners’ purposes, using a form or pro-ration methodology based on salaries and loading allocated to DCP Partners, to be defined and agreed to between DCP Partners and DCP Midstream, and DCP Midstream will pay from its own funds the balance of the amount due

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of such insurance premiums for DCP Midstream’s purposes. For the purposes of workers’ compensation and employer’s liability laws and coverage, DCP Midstream and DCP Partners will be joint employers of the Seconded Employees. Each Seconded Employee is to acknowledge that the Seconded Employee, when under Secondment, is an employee of both DCP Midstream and DCP Partners and that for any work place injury, the Seconded Employee’s sole remedy against either DCP Midstream or DCP Partners will be under the workers’ compensation insurance policy or qualified self-insured program of DCP Midstream. Notwithstanding the foregoing, nothing herein shall preclude a Seconded Employee from participating in benefit programs generally available to employees of DCP Midstream. For the avoidance of doubt, nothing in this Agreement has any effect on the right of a Seconded Employee to prosecute a workers’ compensation claim against DCP Midstream, DCP Partners, or both.

Section 3.4 This Agreement Predominates; Statutory Employer Relationship

The Parties acknowledge that this Agreement is entered into in conjunction with the Services Agreement, but that where any conflict is found between this Agreement and the Services Agreement, this Agreement shall predominate. Subject to the forgoing sentence, the Parties acknowledge that the services provided for under this Agreement and under the Services Agreement are an integral part of and essential to the ability of DCP Partners to generate the goods, products, and services of DCP Partners, and to enable DCP Partners to fulfill its business and commercial contracts, which are the core of its business. By executing this Agreement and the Services Agreement, DCP Partners undertakes to execute work that is part of its trade, business, and occupation. The Parties expressly recognize DCP Partners as the statutory employer of DCP Midstream’s employees for workers’ compensation purposes, whether those employees be direct employees or statutory employees of DCP Midstream. Notwithstanding anything in this Section 3.4 , DCP Partners remains the joint employer, with DCP Midstream, of the Seconded Employees when under Secondment, and should any conflict be found between this Section 3.4 and Section 3.3 , Section 3.3 shall predominate.

ARTICLE IV.

SERVICES REIMBURSEMENT

Section 4.1 Operational, Management, Reporting and Routine Maintenance Expenses.

DCP Partners shall periodically reimburse DCP Midstream upon request (in a form mutually agreed upon by DCP Partners and DCP Midstream) for all reimbursable expenses under Section 4.2 incurred by DCP Midstream with respect to the Seconded Employees in connection with the performance of DCP Partners Employee Services during the preceding period (the “ Services Reimbursement ”).

Section 4.2 Seconded Employees.

4.2.1 Services Reimbursement. The Services Reimbursement for each period during the Period of Secondment shall include all costs and expenses incurred for such period by DCP Midstream for the Seconded Employees, including but not limited to the costs and expenses set forth below.

(a) salary, wages and cash bonuses (including payroll and withholding taxes associated therewith);

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(b) 401(k) plan administration costs, any cash expense for matching 401(k) contributions made by DCP Midstream, any deferred compensation plan administration costs and any cash expense for deferred compensation plan matching contributions made by DCP Midstream;

(c) cash or premiums paid, or expenses incurred, with respect to vacation, sick leave, short term disability benefits, personal leave and maternity;

(d) medical, dental and prescription drug coverage (“ Medical Coverage ”);

(e) flexible benefits plan, including medical care and dependent care expense reimbursement programs;

(f) disability insurance;

(g) workers’ compensation and employer’s liability insurance premiums.;

(h) life insurance and accidental death and dismemberment insurance;

The costs and expenses described in (a) through (h) above are referred to as “ Seconded Employee Expenses .” Where it is not reasonably practicable to determine the amount of such a cost or expense, DCP Partners and DCP Midstream shall mutually agree on the method of determining or estimating such cost or expense.

ARTICLE V.

PAYMENT

Section 5.1 Payment.

DCP Partners and DCP Midstream acknowledge and agree that DCP Midstream shall be responsible for paying the Seconded Employee Expenses (or providing the employee benefits with respect thereto, as applicable) to the Seconded Employees, but that DCP Partners shall be responsible for reimbursing DCP Midstream for the Seconded Employee Expenses to the extent provided under Section 4.2 of this Agreement. Subject to DCP Partners’s responsibility to so reimburse DCP Midstream, DCP Midstream agrees to indemnify and hold DCP Partners and its subsidiaries harmless from any and all Losses incurred by such entities related to DCP Midstream’s failure to carry out its duties for the payment of the Seconded Employee Expenses for Seconded Employees or the provision of the employee benefits related thereto, as set forth above.

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ARTICLE VI.

TERM

Section 6.1 Term.

This Agreement shall remain in force and effect so long as the Services Agreement is in effect pursuant to Section 5.4 of that Services Agreement.

ARTICLE VII.

GENERAL PROVISIONS

Section 7.1 Choice of Law; Submission to Jurisdiction.

This Agreement shall be governed by and construed in accordance with the Laws of the State of Colorado, except that the Parties recognize that to the extent that any term of this Agreement must be interpreted in light of the law of the state in which a Seconded Employee is employed, those terms shall be interpreted accordingly.

Section 7.2 Notices.

Any notice, demand or communication required or permitted under this Agreement shall be in writing and delivered personally, by reputable courier or by telecopier, and shall be deemed to have been duly given as of the date and time reflected on the delivery receipt, if delivered personally or sent by reputable courier service, or on the automatic telecopier receipt, if sent by telecopier, addressed as follows:

DCP Midstream

370 17th Street, Suite 2500

Denver, Colorado 80202

Phone: (303) 595-3331

Fax: (303) 605-2226

Attention: General Counsel

DCP Partners

370 17th Street, Suite 2775

Denver, Colorado 80202

Phone: (303) 633-2900

Fax: (303) 633-2921

Attention: General Counsel

A Party may change its address for the purposes of notices hereunder by giving notice to the other Parties specifying such changed address in the manner specified in this Section 7.2 .

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Section 7.3 Amendment or Modification.

This Agreement may be amended or modified from time to time only by the written agreement of DCP Midstream and DCP Partners. Each such instrument shall be reduced to writing and shall be designated on its face an “Amendment” or an “Addendum” to this Agreement.

Section 7.4 Counterparts.

This Agreement may be executed in any number of counterparts with the same effect as if all signatory Parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument.

Section 7.5 Severability.

If any provision of this Agreement or the application thereof to any Person or circumstance shall be held invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by Law.

Section 7.6 Force Majeure.

To the extent any Party is prevented by Force Majeure from performing its obligations, in whole or in part, under this Agreement, and if such Party (“ Affected Party ”) gives notice and details of the Force Majeure to the other Parties as soon as reasonably practicable, then the Affected Party shall be excused from the performance with respect to any such obligations (other than the obligation to make payments). “Force Majeure” means any act of God, fire, flood, storm, explosion, terrorist act, rebellion or insurrection, loss of electrical power, computer system failures, finding of illegality, strikes and labor disputes or any similar event or circumstance that prevents a Party from performing its obligations under this Agreement, but only if the event or circumstance: (a) is not within the reasonable control of the Affected Party; (b) is not the result of the fault or negligence of the Affected Party; and (c) could not, by the exercise of due diligence, have been overcome or avoided.

Section 7.7 Binding Effect.

This Agreement will be binding upon, and will inure to the benefit of, the Parties and their respective successors, permitted assigns and legal representatives.

Section 7.8 Relationship of the Parties.

This Agreement does not form a partnership or joint venture between the Parties. This Agreement does not make either Party an agent or a legal representative of the other Party. The Parties shall not assume or create any obligation, liability, or responsibility, expressed or implied, on behalf of or in the name of the other Party.

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Section 7.9 No Third Party Beneficiaries.

No Party shall have the right to assign its rights or obligations under this Agreement without the prior written consent of the other Parties. Except as set forth in this Section 7.9 , the provisions of this Agreement are enforceable solely by the Parties, and no other Person (including any Seconded Employee) shall have the right, separate and apart from the Parties, to enforce any provision of this Agreement or to compel any Party to comply with the terms of this Agreement.

Section 7.10 Signatories Duly Authorized.

Each of the signatories to this Agreement represents that he is duly authorized to execute this Agreement on behalf of the Party for which he is signing, and that such signature is sufficient to bind the Party purportedly represented.

[Signature page follows]

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AS WITNESS HEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives on the date herein above mentioned.