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DOCUMENT TITLE:  TAX MATTERS AGREEMENT by and among .
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Clause Heading
2.01 - Duke Energys Responsibility.
2.02 - Spectra Energys Responsibility.
2.03 - RESERVED.
2.04 - Agent.
2.05 - Manner of Tax Return Preparation.
(c) - With respect to any Consolidated Return or Combined Return including or reporting a Spectra Energy Separate Tax Liability:
2.06 - Tax Services.
3.01 - Spectra Energys Liability for Taxes.
3.02 - Duke Energys Liability for Taxes.
3.03 - Joint Liability for Certain Unallocated Taxes.
3.04 - Refunds and Credits.
3.05 - Payment of Tax Liability.
3.06 - Computation.
(a) - Duke Energys Liability for Distribution Taxes.
(b) - Spectra Energys Liability for Distribution Taxes.
(c) - Joint Liability for Remaining Distribution Taxes.
(d) - Representation.
(e) - Representative Examples.
(a) - In General.
(a) - In General.
(b) - Net Operating Losses.
4.03 - Allocation of Tax Items.
(b) - Spectra Energy Restrictions.
(c) - Duke Energy Restrictions.
(d) - Certain Spectra Energy Actions Following the Distribution.
(e) - Spectra Energy and Duke Energy Cooperation.
(b) - Earnings and Profits.
4.06 - DEFS Distribution.
4.07 - Alternative Minimum Tax Audits.
Section 5. - Employee Wages.
6.01 - In General.
6.02 - Inaccurate or Incomplete Information.
6.03 - No Indemnification for Tax Items.
7.01 - Estimated Tax Payments.
7.02 - True-Up Payments.
7.03 - Redetermination Amounts.
7.04 - Payments of Refunds and Credits.
7.05 - Payments Under This Agreement.
(b) - Treatment of Payments.
(c) - Prompt Performance.
(d) - After Tax Amounts.
(e) - Interest.
(f) - Procedures.
8.01 - In General.
8.02 - Participation of non-Filing Party.
8.03 - Notice.
8.04 - Control of Distribution Tax Proceedings.
(a) - Cooperation.
(b) - Notices, Withholding, Reporting.
(c) - Retention of Records.
(d) - Gain Recognition Agreement.
9.02 - Dispute Resolution.
9.03 - Complete Agreement; Construction.
9.04 - Counterparts.
9.05 - Survival of Agreement.
9.06 - Notices.
9.07 - Changes in Law.
9.08 - Waivers.
9.09 - Amendments.
9.10 - Assignment.
9.11 - Successors and Assigns.
9.12 - Termination, Etc.
9.13 - Third Party Beneficiaries.
9.14 - Interpretations.
9.15 - Schedules and Appendix.
9.16 - Governing Law.
9.17 - Consent to Jurisdiction.
9.18 - Specific Performance.
9.19 - Waiver of Jury Trial.
9.20 - Severability.
9.21 - Force Majeure.
9.22 - No Circumvention.
9.23 - Authorization.
9.24 - Setoff.
9.25 - Confidentiality.
9.26 - Affiliates.
9.27 - Construction.
9.28 - Effective Time.