Summary of DCP MIDSTREAM PARTNERS, LP

Item 1.01 Entry into a Material Agreement.
Underwriting Agreement
On November 19, 2009, DCP Midstream Partners, LP (the "Partnership") and certain of its affiliates (collectively, the "Partnership Parties") entered into an Underwriting Agreement (the "Underwriting Agreement") with Barclays Capital Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (the "Underwriters") providing for the issuance and sale by the Partnership, and the purchase by the Underwriters, of 2,500,000 common units representing limited partner interests in the Partnership ("Common Units") at a price to the public of $25.40 per Common Unit (the "Offering"). The Common Units sold in the Offering were registered under the Securities Act of 1933, as amended, pursuant to the Partnership's effective Shelf Registration Statement on Form S-3 (File No. 333-142278). Pursuant to the Underwriting Agreement, the Partnership granted the Underwriters a 30-day option to purchase up to an additional 375,000 Common Units to cover over-allotments, if any, on the same terms as those Common Units sold by the Partnership.
In the Underwriting Agreement, the Partnership Parties agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments the Underwriters may be required to make because of any of those liabilities. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Form 8-K and is incorporated herein by reference.
Some of the underwriters and their affiliates have performed investment banking, commercial banking and advisory services for the Partnership and its affiliates from time to time for which they have received customary fees and expenses. The underwriters and their affiliates may, from time to time in the future, engage in transactions with and perform services for the Partnership and its affiliates in the ordinary course of their business. Affiliates of Barclays Capital Inc., Wells Fargo Securities, LLC, Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC are lenders under the Partnership's credit facility and receive customary fees for such services. Additionally, because the Partnership intends to repay borrowings under its credit facility with proceeds from the Offering, such affiliates will receive a portion of the proceeds from the Offering upon the repayment of such borrowings by the Partnership. Item 7.01 Regulation FD Disclosure.
On November 18, 2009, the Partnership issued a press release announcing that it had entered into an agreement with a subsidiary of DTE Energy Resources to acquire certain natural gas gathering and treating assets for $45.1 million. A copy of the press release is furnished as Exhibit 99.1 hereto.
On November 19, 2009, the Partnership issued a press release announcing that it had priced the Offering described in Item 1.01 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.2 hereto.

In accordance with General Instruction B.2 of Form 8-K, each press release is deemed to be "furnished" and shall not be deemed "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information and Exhibits be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, each as amended. Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number      Description

Exhibit 1.1         Underwriting Agreement dated as of November 19, 2009 among DCP
                    Midstream Partners, LP, DCP Midstream GP, LP, DCP Midstream GP, LLC
                    and Barclays Capital Inc. and Wells Fargo Securities, LLC, as
                    representatives of the several underwriters named therein.

Exhibit 5.1         Opinion of Holland & Hart LLP

Exhibit 8.1         Opinion of Holland & Hart LLP

Exhibit 23.1        Consent of Holland & Hart LLP (included in Exhibit 5.1 hereto)

Exhibit 23.2        Consent of Holland & Hart LLP (included in Exhibit 8.1 hereto)

Exhibit 99.1        Press Release dated November 18, 2009.

Exhibit 99.2        Press Release dated November 19, 2009.