As filed with the Securities and Exchange Commission on August 14, 2019

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933

ENBRIDGE INC.

(Exact Name of Registrant as Specified in Its Charter)

200, 425—1st Street S.W.
Calgary, Alberta, T2P 3L8, Canada
(Address of Principal Executive Offices)

Enbridge Employee Services, Inc. Employees’ Savings Plan

(Full Title of the Plan)

Kelly L. Gray
Enbridge (U.S.) Inc.
5400 Westheimer Court, Houston, Texas 77056
(713) 627-5400
(Name, Address and Telephone Number of Agent for Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

CALCULATION OF REGISTRATION FEE

EXPLANATORY NOTE

This Registration Statement on Form S-8 (this “Registration Statement”) is filed by the Registrant for the purpose of registering an additional 6,100,000 Common Shares that may be offered and sold (and an indeterminate number of Common Shares that may be offered or issued to prevent dilution resulting from any stock dividend, stock split, recapitalization or similar transaction), and an indeterminate number of plan interests that may be offered or sold, under the Plan.  This Registration Statement relates to securities of the same class as those for which the Registrant previously filed a Registration Statement on Form S-8 (Registration No. 333-6436) (the “Prior Registration Statement”) filed on February 12, 1997 with the Securities and Exchange Commission (the “Commission”).  The Prior Registration Statements registered such number of Common Shares (and an indeterminate number of Common Shares that may be offered or issued to prevent dilution resulting from any stock dividend, stock split, recapitalization or similar transaction) and an indeterminate number of plan interests under the Plan as then in effect. In accordance with Instruction E of the General Instructions to Form S-8, the contents of such Prior Registration Statement is incorporated herein by reference, except to the extent supplemented, amended or superseded by the information set forth herein.

In connection with the completion of the Registrant’s acquisition of Spectra Energy Corp, the Registrant assumed the Spectra Energy Retirement Savings Plan (the “Spectra Plan”) and on February 27, 2017, filed a Registration Statement on Form S-8 (Registration No. 333-216272) with respect to 9,100,000 Common Shares (the “Spectra Plan Registration Statement”).  Effective as of December 31, 2018, the Spectra Plan was merged into and with the Plan and concurrently with this Registration Statement, the Registrant is filing a post-effective amendment to the Spectra Plan Registration Statement to deregister those Common Shares and associated plan interests that were previously authorized to be offered or sold under the Spectra Plan and that as of December 31, 2018 had not been offered or sold thereunder.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Information required by Part I of Form S-8 to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”). The document(s) containing the information specified in Part I will be sent or given to the participants in the plans covered by this Registration Statement, as required by Rule 428(b). Such documents are not being filed with the Commission as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. These document(s) and the documents incorporated by reference in the Registration Statement pursuant to Item 3 of Part II of this form, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.                                 Incorporation of Documents by Reference

The following documents filed with the Commission by the Registrant are incorporated into this Registration Statement by reference:

(a)         The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (File No. 001-15254), filed with the Commission on February 15, 2019 (the “2018 10-K”), which contains audited financial statements of the Registrant for the latest period for which such statements have been filed;

(b)         The Registrant’s Quarterly Reports on Form 10-Q for the quarter ended March 31, 2019, filed with the Commission on May 10, 2019, and for the quarter ended June 30, 2019, filed with the Commission on August 2, 2019;

(c)          The Registrant’s Current Reports on Form 8-K filed with the Commission on January 24, 2019, February 15, 2019 (except with respect to Item 2.02 therein), March 4, 2019, March 12, 2019, April 25, 2019, May 9, 2019 and May 10, 2019 (which updates the audited financial statements of the Registrant contained in the Registrant’s 2018 10-K);

(d)         The Registrant’s Proxy Statement on Schedule 14A for the Registrant’s Annual Meeting of Shareholders filed with the Commission on March 27, 2019;

(e)          The Plan’s Annual Report on Form 11-K for the fiscal year ended December 31, 2018;

(f)           The description of the Registrant’s Common Shares set forth under “Description of Enbridge Common Shares” contained in the Post-Effective Amendment to the Registration Statement on Form S-4 (File No. 333-227769), filed with the Commission on November 7, 2018, as well as any amendment or report filed for the purpose of updating such description; and

(g)          All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since the end of the fiscal year (2018) covered by the Form 10-K incorporated by reference herein pursuant to (a) above.

In addition, unless otherwise stated herein, all documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the effective date of this Registration Statement (except for the portions of the Registrant’s Current Reports on Form 8-K furnished or otherwise not filed with the Commission which are deemed not to be incorporated by reference into this Registration Statement), but prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded, for purposes of this Registration Statement, to the extent that a statement contained herein or in any subsequently filed document that also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this Registration Statement.

Item 4.         Description of Securities

Not applicable.

Item 5.         Interests of Named Experts and Counsel

Not applicable.

Item 6.         Indemnification of Directors and Officers

Section 38 of By-law No. 1 of the Registrant provides, with regard to indemnity and insurance under the Canada Business Corporations Act, as follows:

“Indemnity of Directors, Officers and Others. Subject to the limitations contained in the Canada Business Corporations Act but without limit to the right of the Corporation to indemnify as provided for in the Act, the Corporation shall indemnify a director or officer, a former director or officer, or another individual who acts or acted at the Corporation’s request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the corporation or other entity, if the individual:

(a)         acted honestly and in good faith with a view to the best interests of the Corporation or, as the case may be, to the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at the Corporation’s request; and

(b)         in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that the individual’s conduct was lawful.”

The Canada Business Corporations Act provides that a Corporation may indemnify a director or officer, a former director or officer, or another individual who acts or acted at the Corporation’s request as a director or officer, or an individual acting in a similar capacity, of another entity (collectively, an “Indemnified Person”) against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the Indemnified Person in respect of any civil, criminal, administrative, investigative or other proceeding (other than an action by or on behalf of the Registrant to procure a judgment in its favor) in which the Indemnified Person is involved because of that association with the Registrant or other entity, if the Indemnified Person satisfies the conditions set forth above in paragraphs (a) and (b).  In respect of an action by or on behalf of the Registrant or other entity to procure a judgment in its favor, the Registrant, with the approval of a court, may indemnify an Indemnified Person against all costs, charges and expenses reasonably incurred by an Indemnified Person in connection with such action, if the Indemnified Person satisfies the conditions set forth above in paragraphs (a) and (b). Notwithstanding the foregoing, an Indemnified Person is entitled to indemnification from the Registrant in respect of all costs, charges and expenses reasonably incurred by such Indemnified Person in connection with the defense of any civil, criminal, administrative, investigative or other proceeding to which such Indemnified Person is made a party by reason of such Indemnified Person’s association with the Registrant or such other entity, if such Indemnified

Person satisfies the conditions set forth above in paragraphs (a) and (b) and was not judged by the court or other competent authority to have committed any fault or omitted to do anything that such Indemnified Person ought to have done.

As authorized by Section 39 of By-law No. 1, the Registrant has an insurance policy which indemnifies directors and officers against certain liabilities incurred by them in their capacities as such, including among other things, certain liabilities under the Securities Act.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Item 7.         Exemption from Registration Claimed

Not applicable.

Item 8.         Exhibits

The list of exhibits is set forth under “Exhibit Index” at the end of this Registration Statement and is incorporated by reference herein.  The Registrant hereby undertakes that it will submit or has submitted the Plan and any amendment thereto to the Internal Revenue Service (the “IRS”) in a timely manner and has made or will make all necessary changes required by the IRS in order to qualify the Plan.

Item 9.         Undertakings

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in aggregate, represent a fundamental change in the information set forth in this Registration Statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this Item 9 do not apply if the information required to be included in the post-effective amendment by those paragraphs is contained in period reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2) that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is,

therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

EXHIBIT INDEX

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Calgary, Province of Alberta, Canada, on August 14, 2019.

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Robert R. Rooney, Executive Vice President and Chief Legal Officer, and Karen K.L. Uehara, Vice President and Corporate Secretary, and each of them, any of whom may act without the joinder of the other, as their true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same with all exhibits thereto, and all documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the indicated capacities on August 14, 2019.

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act, the Authorized Representative in the United States has duly caused this registration statement to be signed on its behalf by the undersigned, solely in her capacity as the duly authorized representative of Enbridge Inc. in the City of Houston, State of Texas, United States, on August 14, 2019.

Pursuant to the requirements of the Securities Act, the trustees (or other persons who administer the Enbridge Employee Services, Inc. Employee Savings Plan) have duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Calgary, Province of Alberta, Canada, on August 14, 2019.

Exhibit 4.41

ENBRIDGE EMPLOYEE SERVICES, INC.

EMPLOYEES’ SAVINGS PLAN

(As amended and restated generally effective January 1, 2019)

ENBRIDGE EMPLOYEE SERVICES, INC.

EMPLOYEES’ SAVINGS PLAN

Table of Contents

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ENBRIDGE EMPLOYEE SERVICES, INC.

EMPLOYEES’ SAVINGS PLAN

ARTICLE 1
HISTORY, RESTATEMENT AND PURPOSE OF THE PLAN.

Section 1.1            History; Restatement of the Plan.  Lakehead Pipe Line Company, Inc., a corporation organized and existing under the laws of the State of Delaware, adopted and established this retirement savings plan effective August 1, 1950.  The sponsorship of the savings plan was transferred from Lakehead Pipe Line Company, Inc. to an affiliate, IPL Energy (U.S.A.) Inc., a corporation organized and existing under the law of the State of Delaware, as of January 1, 1996.  IPL Energy (U.S.A.) Inc. was renamed Enbridge (U.S.) Inc. on October 9, 1998, and the savings plan was renamed the Enbridge (U.S.) Inc. Employees’ Savings Plan on October 15, 1998.  All of the employees of Enbridge (U.S.) Inc. were transferred to Enbridge Employee Services, Inc. on January 1, 2002, the sponsorship of the savings plan was assumed by Enbridge Employee Services, Inc. effective as of August 1, 2002, and the savings plan was renamed Enbridge Employee Services, Inc. Employees’ Savings Plan (the “Plan”) on August 1, 2002.  The savings plan was amended and restated numerous times since then, with the last restatements effective as of January 1, 2006, January 1, 2011 and January 1, 2017.

The Plan, as amended and restated herein, is intended to meet the requirements of Sections 401(a) and 401(k) of the Internal Revenue Code of 1986, as amended (the “Code”) and the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).  The provisions of the Plan, as amended and restated herein, shall be effective as of January 1, 2019, and shall apply only to individuals employed by any Affiliate on or after January 1, 2019, except as expressly stated herein to the contrary.  Generally, the rights and benefits, if any, of Employees who terminated their employment prior to the effective date of this restatement, and of the Beneficiaries of such Employees, shall be determined in accordance with the provisions of the Plan and amendments thereto in effect as of the date of their termination.

In February 2017, Spectra Energy Corp merged with Enbridge Inc. with Spectra Energy Corp becoming a wholly-owned subsidiary of Enbridge Inc.  Coincident with the merger, Spectra Energy Corp’s wholly-owned subsidiary payroll entities also became indirect wholly-owned subsidiaries of Enbridge Inc. Effective as of 11:59:59 p.m. Central Time on December 31, 2018 (the “SE Merger Time”), the Spectra Energy Retirement Savings Plan (the “SE Plan”) was merged with and into this Plan, with this Plan being the sole surviving plan effective as of January 1, 2019.  Each SE Participant (as defined herein) for whom assets and liabilities were transferred to the Plan from the SE Plan and who does not have an Hour of Service under this Plan on or after January 1, 2019, shall have his benefits under this Plan determined in accordance with the provisions of the SE Plan as in effect as of the SE Merger Time (or, if earlier, the last day on which such a Participant completed an hour of service under the SE Plan), except (i) as required by law, (ii) that such Participant shall be subject to the general administrative provisions of the Plan, and (iii) as otherwise expressly provided by the Plan or any amendment to the Plan that, by its terms, applies to such a Participant.  All such determinations shall be made by the Employer in its discretion as exercised in a manner that is consistent with applicable law.

The Plan is an eligible individual account plan as defined in ERISA Section 407(d)(3) and is permitted to acquire and hold qualifying employer securities (as defined in ERISA Section 407(d)(5)) with a value in excess of ten percent of the fair market value of the assets of the Plan.

Section 1.2            Purpose of the Plan.  The principal purpose of the Plan is to provide a program whereby eligible Employees may accumulate savings on a regular basis.

ARTICLE 2
DEFINITIONS AND GENDER.

Section 2.1            Definitions.  Whenever used in the Plan, the following terms shall have the respective meanings set forth below, unless otherwise expressly provided herein, and when the defined meaning is intended, the term is capitalized:

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2.1.1       “Account” means the record of the amounts credited to an individual under the Plan and may refer to any or all of the following:  401(k) Pre-Tax Contributions Account, Roth Contributions Account, Company Matching Contributions Account, Pre-1984 After-Tax Employee Contributions Account, Pre-1984 Contributions Account, 1984-1986 Company Matching Contributions Account, 1987-1996 Blended Contributions Account, Qualified Non-elective Contribution Account, Rollover Account, Roth Rollover Account, Loan Account, Prior ESOP Company Account, Prior ESOP Employee Account, SE After-Tax Employee Contributions Account, and SE Matching Contributions Account.  If and when any fail-safe contributions are made pursuant to Section 4.3, a Qualified Non-elective Contribution Account shall be created.  Accounts may be combined or separate subaccounts may be established within an Account in the discretion of the Company.

(a)           “401(k) Pre-Tax Contributions Account” means the record of amounts attributable to contributions made at the election of a Participant in lieu of cash compensation pursuant to a pay reduction agreement under Section 4.1.  With respect to an SE Participant, the 401(k) Pre-Tax Contributions Account shall also include any amounts attributable to the Participant’s “Employee Before-Tax Account” under the SE Plan as of the SE Merger Time.

(b)           “Company Matching Contributions Account” means the record of amounts attributable to Company Matching Contributions made pursuant to Section 4.2 and allocable investment earnings or losses thereon.  All Company Matching Contributions will be invested in accordance with Section 5.1 into the same fund(s) as those elected by the Participant with respect to his 401(k) Pre-Tax Contributions and Roth Contributions, or if no fund(s) have been affirmatively elected by the Participant, into the default investment alternative selected by the Plan Administrator, as specified in Section 5.1(e).  The SE Matching Contributions Account shall be a subaccount of the Company Matching Contributions Account.

(c)           “Pre-1984 After-Tax Employee Contributions Account” means the record of amounts attributable to a Participant’s after-tax contributions made pursuant to the terms of the Plan prior to January 1, 1984.

(d)           “Pre-1984 Contributions Account” means the record of amounts attributable to Company contributions made prior to January 1, 1984.

(e)           “1984-1986 Company Matching Contributions Account” means the record of amounts attributable to Company Matching Contributions made to the Plan during the period commencing January 1, 1984, and ending December 31, 1986, and amounts attributable to the “ESOP Account” under prior Plan documents.

(f)            “1987-1996 Blended Contributions Account” means the record of amounts attributable to Employee and Company contributions made to the Plan during the period commencing January 1, 1987, and ending December 31, 1995.

(g)           “Qualified Non-elective Contribution Account” means the record of amounts attributable to fail-safe contributions pursuant to Section 4.3.

(h)           “Rollover Account” means the record of an Employee’s pre-tax rollover contributions from other qualified plans and direct transfers on behalf of an Employee by trustees of other qualified retirement plans.

(i)            “Loan Account” means the record of unpaid principal and accrued interest on a loan to a Participant or Beneficiary under the loan program adopted by the Company pursuant to Section 5.2.

(j)            “Prior ESOP Company Account” means the record of amounts included in an SE Participant’s “Prior ESOP Company Account” under the SE Plan as of the SE Merger Time.

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(k)           “Prior ESOP Employee Account” means the record of amounts included in an SE Participant’s “Prior ESOP Employee Account” under the SE Plan as of the SE Merger Time.

(l)            “Roth Contributions Account” means the record of amounts attributable to contributions made at the election of a Participant in lieu of cash compensation pursuant to an agreement under Section 4.1.

(m)          “Roth Rollover Account” means the record of an Employee’s rollover contributions from other qualified plans attributable to Roth Contributions and direct transfers on behalf of an Employee by trustees of other qualified retirement plans.

(n)           “SE After-Tax Employee Contributions Account” means the record of amounts included in an SE Participant’s “Employee After-Tax Account” under the SE Plan as of the SE Merger Time.

(o)           “SE Matching Contributions Account” means the record of amounts included in an SE Participant’s “Company Match Account” under the SE Plan as of the SE Merger Time.  The SE Matching Contributions Account shall be a subaccount of the Company Matching Contributions Account.

2.1.2       “Accounting Date” means the last day of each Plan Year and such other dates as may be designated by the Company.  Unless otherwise designated by the Company, Accounting Date shall mean each business day of the Plan Year for which Plan assets are traded on a national exchange.

2.1.3       “Administrator” means the administrator of the Plan for purposes of Section 3(16)(A) of the Employee Retirement Income Security Act of 1974, as amended.  The Administrator is the Company.  However, in the event a Committee is appointed, the term “Administrator” shall mean the Committee to the extent the duties and obligations of the administrator are delegated to such Committee.

2.1.4       “Affiliates” or “Affiliate” means the group of entities and each such entity, including the Company, which constitutes a controlled group of corporations (as defined in Code Section 414(b)), a group of trades or businesses (whether or not incorporated) under common control (as defined in Code Section 414(c)), or an affiliated service group (within the meaning of Code Section 414(m)) or any other entity required to be aggregated with the Company pursuant to regulations under Code Section 414(o).  For purposes of Section 4.6 of the Plan, Code Section 415(h) shall apply.  An entity shall be considered an Affiliate only for such periods that the requisite relationship with the Company exists.

2.1.5       “Allocation Date” means the date with respect to which contributions are allocated to Accounts.

2.1.6       “Alternate Payee” means any spouse, former spouse, child or other dependent of a Participant who is recognized by a domestic relations order as having a right to receive all, or a portion of, the benefits payable under the Plan with respect to such Participant.

2.1.7       “Annual Addition” means, with respect to each Participant, the sum of Company Contributions under Section 4.2, Section 4.3 and Section 4.4, 401(k) Pre-Tax Contributions, Roth Contributions, forfeitures and after-tax Employee Contributions allocated to the Participant’s Accounts in this Plan or any other plan maintained by an Affiliate during each Plan Year.  Catch-up Contributions and Roth Catch-up Contributions are not considered to be Annual Additions.

Contributions do not fail to be Annual Additions merely because they are excess contributions (as described in Code Section 401(k)(8)(b)) or excess aggregate contributions (as described in Code Section 401(m)(6)(B)), or merely because excess contributions or excess aggregate contributions are corrected through distribution.  Excess Deferral Amounts that are timely distributed to any affected

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Participant by April 15 following the year of deferral are not Annual Additions.  A forfeiture is treated as an Annual Addition for the Plan Year in which it is allocated to a Participant’s Account as a forfeiture.

Amounts allocated to an individual medical account, as defined in Code Section 415(1)(1), which is part of a qualified defined benefit plan maintained by an Affiliate, are treated as Annual Additions to a defined contribution plan.  In addition, amounts derived from contributions which are attributable to post-retirement medical benefits allocated to the separate account of a key employee, as defined in Code Section 419(A)(d)(3), under a welfare benefit fund, as defined in Code Section 419(e), maintained by an Affiliate, are treated as Annual Additions to a defined contribution plan.  Annual Additions are also subject to adjustment under ERISA transition rules.

2.1.8       “Beneficiary” or “Beneficiaries”  means such person or persons who at any particular time shall be entitled to receive a distribution from the Fund in the event of the death of a Participant.

2.1.9       “Board of Directors” means the Board of Directors of the Company or a committee consisting of members of the Board of Directors that is delegated responsibility with respect to the Plan.

2.1.10     “Cash-out Amount” means $5,000, excluding amounts allocated to a Participant’s Rollover Account and his Roth Rollover Account, if any.

2.1.11     “Catch-up Contribution” means a 401(k) Pre-Tax Contribution under Code Section 414(v), as described in Subsection 4.1.1.

2.1.12     “Code” means the Internal Revenue Code of 1986, as amended from time to time, or any successor tax code.  References to a Code section shall be deemed to be to that section or to any successor to that section.

2.1.13     “Committee” means the administrative committee(s) which the Company has established under the Plan.

2.1.14     “Company” means Enbridge Employee Services, Inc., a Delaware corporation.

2.1.15     “Company Matching Contribution” or “Company Matching Contributions” means a contribution or contributions made by the Company pursuant to Plan Section 4.2.

2.1.16     “Computation Year” means a consecutive 12-month period commencing on the Employee’s Employment Commencement Date or any anniversary thereof.

2.1.17     “Credited Compensation” of an Employee for any Plan Year means wages within the meaning of Code Section 3401(a) and all other payments of compensation to the Employee by an Affiliate (in the course of the Affiliate’s trade or business) for which the Affiliate is required to furnish the Employee a statement under Code Sections 6041(d), 6051(a)(3) and 6052 (“W-2 wages”), excluding bonuses, success sharing payments, re-earnable merit payments, taxable benefits, secondment pay, payments from any other deferred compensation plan or program, regardless of whether such plan or program is intended to be (i) qualified under Code Section 401(a) or (ii) nonqualified deferred compensation, (iii) compensation recognized as the result of the exercise of stock options, (iv) compensation paid under any performance stock unit or restricted stock unit, and (v) any other long term incentive compensation.  Credited Compensation shall be determined without regard to any rules under Code Section 3401(a) that limit the remuneration included in wages based on the nature or location of the employment or the services performed.  Compensation which exceeds the adjusted dollar limit under Code Section 401(a)(17) shall be excluded from Credited Compensation.  All elective contributions made by an Affiliate on behalf of an Employee that are not includible in the gross income of the Employee under Code Sections 125, 132(f)(4), 402(e)(3), 402(h) and 403(b) shall be included in Credited Compensation.

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If a Participant who is performing qualified military service (as defined in Code Section 414(u)) while on active duty for a period of more than thirty (30) days is receiving amounts that represent all or a portion of the Credited Compensation such Participant would have received if he were performing services for the Company or any other Participating Affiliate during such period of qualified military service, such amounts shall be treated as Credited Compensation for all purposes under the Plan.

2.1.18     “Disabled” or “Disability” means a physical or mental impairment which renders the individual eligible to receive benefits under the Company’s long term disability insurance program or, if earlier, which entitles an individual to receive Social Security disability benefits.

2.1.19     “Effective Date” means January 1, 2019, the effective date of this amendment and restatement of the Plan.

2.1.20     “Eligible Employee” means any Employee who meets the eligibility requirements to participate under Article 3.

2.1.21     “Employee” means any person (and only such person), including an officer, who is employed by the Company or an Affiliate and who the Company determines in the exercise of its sole discretion to be a common law employee for purposes of the Company’s or Affiliate’s payroll system.  The Company’s or Affiliate’s non-payment of FICA taxes (and the Canadian equivalent) with respect to any person shall be considered to be a determination by the Company that such person is not a common law employee regardless of any subsequent reclassification determined by any agency, court or other authority, unless the Company voluntarily determines that such classification was in error.  “Employee” shall include any individual deemed to be an employee of an Affiliate under regulations issued under Code Section 414(o).

An individual shall be considered to be an Employee if such individual is a leased employee, but only if (a) leased employees constitute more than twenty percent (20%) of Non-Highly Compensated Employees or (b) the individual is not covered by a qualified money purchase pension plan maintained by the leasing organization providing a nonintegrated employer contribution rate of at least ten percent (10%) and providing for full and immediate vesting.  “Leased employee” means any person who performs services for another (the “recipient”), is not an Employee of the recipient, and:

(a)           provides such services pursuant to an agreement between the recipient and any other person (the “leasing organization”);

(b)           has performed such services for the recipient (or for the recipient and related persons as determined in accordance with Code Section 414(n)(6)) on a substantially full time basis for a period of at least one year; and

(c)           performs such services under primary direction or control of the recipient.

2.1.22     “Employer” means the Company and any Participating Affiliate.

2.1.23     “Employment Commencement Date” of an Employee means the first day for which the Employee is entitled to be credited with an Hour of Service pursuant to the terms of the Plan.

2.1.24     “Excess Aggregate Contributions” means, with respect to a Plan Year, the excess of (a) the aggregate amount of Company Matching Contributions (and any 401(k) Pre-Tax Contributions, Roth Contributions, or fail-safe contributions pursuant to Section 4.3 that are treated as Company Matching Contributions in computing the average contribution percentage) actually made on behalf of Highly Compensated Employees for such Plan Year, over (b) the maximum amount of such contributions permitted under the limitations of Code Section 401(m)(2)(A) (determined by hypothetically reducing contributions made on behalf of Highly Compensated Employees in order of their average contribution percentages, beginning with the highest of such percentages).  Such determination shall be made after first determining any Excess Deferral Amounts and any Excess Contributions.

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2.1.25     “Excess Contributions” means, with respect to a Plan Year, the excess of (a) the 402(g) Deferrals (and any Company Matching Contributions or fail-safe contributions pursuant to Section 4.3 that are treated as 401(k) Pre-Tax Contributions in computing the average deferral percentage) actually made on behalf of Highly Compensated Employees to this Plan for such Plan Year, over (b) the maximum amount of such contributions permitted under the limitations of Code Section 401(k)(3)(A)(ii) (determined by hypothetically reducing contributions made on behalf of Highly Compensated Employees in order of their average deferral percentages, beginning with the highest of such percentages).  Such determination shall be made after first determining any Excess Deferral Amounts.

2.1.26     “Excess Deferral Amount” means the aggregate amount of 401(k) Pre-Tax Contributions and Roth Contributions for a calendar year that a Participant contributes to the Plan pursuant to Section 4.1 which, when added to 402(g) Deferrals under the Plan and other plans or arrangements described in Code Sections 401(k), 402A, 408(k) or 403(b), exceeds the limit imposed on the Participant by Code Section 402(g) for the calendar year in which the contribution occurred.

2.1.27     “401(k) Pre-Tax Contribution” or “401(k) Pre-Tax Contributions” for a Plan Year, means a contribution or contributions made to the Plan during the Plan Year by the Company at the election of the Participant in lieu of cash compensation attributable to services performed within the Plan Year, as provided in Section 4.1 of the Plan.  In no event will a contribution be treated as a 401(k) Pre-Tax Contribution for a Plan Year if it would have been received in cash, but for the election, later than two and one-half months after the close of the Plan Year.

2.1.28     “402(g) Deferrals” means any employer contribution made to this or any other plan at the election of a Participant, in lieu of cash compensation, and includes contributions made pursuant to a salary reduction agreement or other deferral mechanism.  With respect to any taxable year, a Participant’s 402(g) Deferrals are the sum of all employer contributions made on behalf of such Participant pursuant to an election to defer under any qualified cash or deferred arrangement described in Code Section 401(k), including designated Roth contributions pursuant to Code Section 402A, any salary reduction simplified employee pension described in Code Section 408(k)(6), any SIMPLE IRA Plan described in Code Section 408(p), any eligible deferred compensation plan under Code Section 457, any plan described under Code Section 501(c)(18), and any employer contributions made on the behalf of a Participant for the purchase of an annuity contract under Code Section 403(b) pursuant to a salary reduction agreement.  402(g) Deferrals include deferrals under Section 4.1 but do not include any deferrals properly distributed as excess Annual Additions.

2.1.29     “Fund” means the assets held by the Funding Agent under the Trust or Trusts.

2.1.30     “Funding Agent” means any Trustee or insurance company that holds assets of the Plan pursuant to a Trust or insurance contract, respectively, to which the Company is a party.

2.1.31     “Highly Compensated Employee” includes highly compensated active employees and highly compensated former employees.  A “highly compensated active employee” is any Employee who performs service for the Company during the determination year and who:  (a) was a 5-percent owner of the Company at any time during the determination year or look-back year; or (b) for the look-back year, received 415 Compensation (as defined in Subsection 4.6.7) from the Company in excess of $120,000 (for the 2016 look-back year) and was in the top-paid group for that year.  The $120,000 amount is adjusted for the look-back year at the same time and in the same manner as under Code Section 415(d), except that the base period is the calendar quarter ending September 30, 1996.

A “5-percent owner” is any person who owns (or is considered as owning within the meaning of Code Section 318) more than 5% of the outstanding stock of the corporation or stock possessing more than 5% of the total combined voting power of all stock of the corporation, or if the Company is not a corporation, any person who owns more than 5% of the capital or profits interest in the Company.  An individual is considered to own any stock owned directly or indirectly by the individual’s spouse, children, grandchildren or parents.  The “determination year” is the Plan Year.  The “look-back year” is the 12-month period immediately preceding the determination year.  The look-back year for determining whether

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a person is a 5-percent owner is the 12-month period immediately preceding the determination.  The “top-paid group” consists of the top 20 percent of Employees ranked on the basis of compensation received during the Plan Year.  For purposes of determining the number of Employees in the top-paid group, Employees who are nonresident aliens and who receive no earned income from sources within the United States, and Q&A 9(b) of Treasury Regulation Section 1.414(q)-1T, are excluded.

A “highly compensated former employee” includes any Employee who separated from service (or was deemed to have separated) prior to the determination year, performs no service for the Company during the determination year, and was a highly compensated active employee.  A highly compensated former employee is determined using the rules applicable to determining highly compensated employee status as in effect for that determination year.

The determination of who is a Highly Compensated Employee and the compensation that is considered will be made in accordance with Code Section 414(q) and the regulations thereunder.  All Affiliates are treated as one employer when applying these rules to determine the Highly Compensated Employees.

2.1.32     “Hour of Service” by an individual means each hour he is given credit pursuant to this Subsection 2.1.32.  A Participant shall receive credit for Hours of Service for employment with any Affiliate, whether or not the Affiliate adopts this Plan.  Hours of Service shall be determined as follows:

(a)           An individual shall be credited with the number of hours during any Computation Year, determined by dividing the total earnings (as determined below) of such individual actually paid during said Computation Year by the individual’s hourly rate of compensation (as determined below) during said Computation Year.

(i)            “Total earnings” of an individual shall mean all compensation for the performance of duties paid by an Affiliate during the Computation Year.

(ii)           “Hourly rate of compensation” for a Computation Year shall be the individual’s lowest straight time hourly rate during said Computation Year, if the individual is paid on an hourly rate basis during the entire Computation Year.  If an individual’s compensation is determined on the basis of a fixed rate for a specified period of time other than an hour, such as a day, week or month, during an entire Computation Year, “hourly rate of compensation” for said Computation Year shall be the individual’s lowest rate of compensation during the Computation Year divided by the number of hours regularly scheduled for the performance of duties during such period of time.  For the purpose of the preceding sentence, in the case of an individual without a regular work schedule, the calculation shall be based on an eight hour work day.  If an individual’s compensation is determined on a basis other than a fixed rate for a specified period of time during an entire Computation Year, “hourly rate of compensation” during the Computation Year shall be the lowest hourly rate of compensation payable to other individuals employed by any Affiliate in the same job classification as the individual, or if no individuals in the same job classification have an hourly rate, the lowest minimum hourly wage as established from time to time under Section 6(a)(1) of the Fair Labor Standards Act of 1938, as amended, in effect during the Computation Year.  If an individual’s rate of compensation paid by an Affiliate changes during a Computation Year, “hourly rate of compensation” shall be the lowest hourly rate in effect during the Computation Year.  If the method of compensating the individual changes during a Computation Year, he shall have his Hours of Service during said Computation Year computed separately as provided above for each portion of the Computation Year he is compensated by a single method.

(b)           To the extent not credited under other provisions of this Plan:

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(i)            125 Hours of Service shall be credited to an individual for each month (or a proportionately reduced number of Hours of Service for a fraction of a month) during a Period of Service (within a Computation Year) with the armed forces of the United States which the individual entered from employment with an Affiliate on account of induction or enlistment, up to and including, the earlier of his return to work with an Affiliate or the last day of the period prescribed by law within which said individual can exercise his right to reinstatement (or in the absence of any law, 90 days from his discharge from military service provided that he does, in fact, return to work with an Affiliate within said period).

(ii)           An individual shall be given credit for Hours of Service to the extent necessary to give him 125 Hours of Service in any month for which he is receiving temporary disability benefits at less than full pay (provided he returns to active duty with an Affiliate on cessation of his temporary disability or is placed on long term disability) or he is receiving benefits under any Affiliate’s long term disability plan, or he is receiving temporary disability benefits under any plan or program of any Affiliate, which, pursuant to law, are payable in an amount equal to full pay.

(iii)          Hours of Service shall be credited for any period for which the Employee is entitled to credit under the Family and Medical Leave Act of 1993 or any similar law of the state in which the Employee resides, whichever provides greater credit.

(c)           To the extent not otherwise credited under this Subsection 2.1.32, service shall be recognized for a continuous period of employment immediately prior to the date on which the Employee commences employment with the Company or an Affiliate but only if said continuous period of employment is with one of the following entities and only to the extent provided below with respect to employment with that entity:

(i)            any Affiliate, including Enbridge Pipelines (North Dakota) Inc. and Enbridge Services (U.S.) Inc. (formerly, Enbridge (Pennsylvania) Inc.);

(ii)           Oleoducto Central S.A. (“OCENSA”), CIT Colombiana S.A. (“CITCOL”) or Compania Logistica de Hidrocarburos, S.A. (“CLH”), if the Employee’s employment with any these entities immediately precedes the Employee’s employment with the Company or any Affiliate;

(iii)          any predecessor of an Affiliate, to the extent required by Code Section 414(a);

(iv)          Hunt Oil Company, if the Employee’s employment commences with former Participating Affiliate, Portal Pipe Line Company, on or about January 1, 1996;

(v)           Enbridge Midcoast Energy Inc. (formerly Midcoast Energy Resources, Inc.) and Administaff Inc., as joint employers, if the Employee’s employment commences with the Company or a Participating Affiliate during 2001 or on January 1, 2002;

(vi)          Williams WPC-1 Inc., if the Employee’s employment commences with the Company or a Participating Affiliate on or about January 3, 2001;

(vii)         Koch Midstream Services LLC, if the Employee’s employment commences with the Company or a Participating Affiliate on or about December 1, 2001;

(viii)        Sulphur River Gathering LP, if the Employee’s employment commences with the Company or a Participating Affiliate on or about March 10, 2002;

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(ix)          Cantera Resources, Inc., if the Employee’s employment commences with the Company or a Participating Affiliate on or about January 1, 2004;

(x)           OneOk Palo Duro Pipeline Company, Inc., if the Employee’s employment commences with the Company or a Participating Affiliate on or about March 1, 2004; and

(xi)          Any other entity designated by the Committee or by an officer of the Company, in a written amendment to the Plan and by attaching to the Plan employment commencement data similar to that provided for the other approved entities in Schedule A of the Plan.

The prior service to be recognized with respect to each Employee who is to be credited with service under (v) through (xi), above, shall be the service determined by considering the Employee’s “Service Date” as indicated in Schedule A as if said “Service Date” were the Employee’s Employment Commencement Date with the Company.

In addition to the prior service credit recognized under the foregoing provisions of this subsection (c), service with Spectra Energy Corp and its payroll subsidiaries PanEnergy Services, Limited Partnership and Spectra Energy Operating Company, LLC shall be recognized for purposes of this Plan with respect to any Employee who (i) is a SE Participant and (ii) became a Participant as of the SE Merger Time.

(d)           Hours of Service shall be computed by the Company from records determined by it to accurately reflect this information, and shall be credited to the Computation Year in which they are performed (or would have been performed with respect to military service).

(e)           Hours of Service shall be computed in accordance with Department of Labor Regulation Section 2530.200b-2(a) and (b) and such rules are incorporated herein by reference.

2.1.33     “Laborer” means an Employee hired to do manual labor during the pipeline construction and repair season and who is designated as a “Laborer” in the payroll records of the Company.

2.1.34     “Limitation Year” means the 12-consecutive-month period commencing January 1 and ending December 31.

2.1.35     “Maximum Permissible Amount” means, for a Limitation Year, with respect to any Participant, the lesser of (a) the limit prescribed in Code Section 415(c)(1)(A) ($54,000 in 2017) (as adjusted under Code Section 415(d) by the Secretary of the Treasury or his delegate); or  (b) 100 percent of the Participant’s 415 Compensation (as defined in Subsection 4.6.7) for the Limitation Year.  The “100% of 415 Compensation” limitation of this Subsection 2.1.35 will not apply to any contribution for medical benefits (within the meaning of Code Section 419A(f)(2)) after separation from service which is otherwise treated as an Annual Addition, or any amount otherwise treated as an Annual Addition under Code Section 415(l)(1).

2.1.36     “Non-Highly Compensated Employee” means an Employee who is not a Highly Compensated Employee.

2.1.37     “Normal Retirement Date” means the date on which a Participant attains age 65.

2.1.38     “Participant” means each Employee who is eligible to participate in the Plan and who has contributions made to his Plan Account.  An Employee who becomes a Participant shall be considered to be a Participant until the earlier of his death or payment of all benefits from the Plan to him.  The term “Participant” as used herein shall also refer to a Beneficiary or an Alternate Payee when appropriate in context, as determined by the Committee.

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2.1.39     “Participating Affiliate” means any Affiliate that adopts the Plan and such adoption is approved by the Company, provided such Affiliate has not terminated participation or withdrawn from the Plan.  Effective as of January 1, 2019, each of the following entities shall be a Participating Affiliate: (a) PanEnergy Services, Limited Partnership and (b) Spectra Energy Operating Company, LLC.

2.1.40     “Pension Plan” means the Enbridge Employee Services, Inc. Employees’ Pension Plan.

2.1.41     “Period of Service” means a period commencing on an Employee’s Employment Commencement Date or Reemployment Commencement Date, whichever is applicable, and ending on the Employee’s Severance from Service Date.  All Periods of Service shall be aggregated.  A Period of Service shall be determined based on the basis of full years and full months in such Period, and if the Severance from Service Date occurs on a day other than the last day of the month, the partial month shall be taken into account by dividing the number of days up to and including the Severance from Service Date by 365.

If an Employee severs from service by reason of retirement or other termination of employment and the Employee then performs an Hour of Service within twelve (12) months of the Severance from Service Date, then such Period of Severance shall be included in the Employee’s Period of Service for the purpose of determining Vesting Service.  Notwithstanding the preceding sentence, if an Employee severs from service by reason of retirement or other termination of employment during a leave of absence of twelve (12) months or less (where such leave commenced for reason other than termination of employment, retirement or death), and if the Employee then performs an Hour of Service within twelve (12) months of the date on which the Employee commenced the leave of absence, such Period of Severance shall be included in the Employee’s Period of Service in determining Vesting Service.

2.1.42     “Period of Severance” means the period of time commencing on an Employee’s Severance from Service Date and ending on the date on which the Employee is again credited with an Hour of Service for the performance of duties.”

2.1.43     “Plan” means the Enbridge Employee Services, Inc. Employees’ Savings Plan, the terms and provisions of which are set forth herein, as the same may be amended or restated from time to time.

2.1.44     “Plan Year” means the 12 consecutive month period commencing January 1.

2.1.45     “Qualified Domestic Relations Order” means a domestic relations order entered into on or after January 1, 1985, which creates or recognizes the existence of an Alternate Payee’s right, or assigns to an Alternate Payee the right, to receive all or a portion of the benefits payable with respect to the Participant under the Plan, provided the order clearly specifies certain facts and does not alter the amount or form of benefits.  A domestic relations order means any judgment, decree, or order, including approval of a property settlement agreement which relates to the provision of child support, alimony payments, or marital property rights to a spouse, former spouse, child, or other dependent of the Participant.  The order must be made pursuant to a state domestic relations law.

To the extent provided in any Qualified Domestic Relations Order, the former spouse of a Participant shall be treated as a surviving spouse of such Participant for purposes of Section 8.4.

The Administrator shall establish in its discretion reasonable procedures to determine the qualified status of domestic relations orders and to administer distributions under such orders.  When an Administrator receives a domestic relations order entered by a court of competent jurisdiction, he shall promptly notify the Participant and any other Alternate Payee of the receipt of such order and the Plan’s procedures for determining the qualified status of such orders. Within a reasonable period after receipt of such order, the Administrator shall determine whether such order is a Qualified Domestic Relations Order and notify the Participant and each Alternate Payee of such determination.

During any period in which the issue of whether a domestic relations order is a Qualified Domestic Relations Order is being determined by the Administrator, a court of competent jurisdiction, or

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otherwise, but not prior to the time the Administrator is in actual receipt of a domestic relations order, the Administrator shall separately account for the amounts (the “segregated amounts”) which would have been payable to the Alternate Payee during such period if the order had been determined to be a Qualified Domestic Relations Order.  If, within 18 months after the date payments are due to commence under the order, the order, or modifications thereof, is determined to be a Qualified Domestic Relations Order, the Administrator shall pay the segregated amounts, plus any interest thereon, to the person or persons entitled to them.  If, within the same 18-month period, it is determined that the order is not a Qualified Domestic Relations Order, or the issue as to whether such order is a Qualified Domestic Relations Order is not resolved, the Administrator shall then pay the segregated amounts, plus any interest thereon, to the person or persons who would have been entitled to such amounts if there had been no order.  However, if the Administrator is notified that the parties are attempting to cure the defects in the order, the Administrator shall continue to defer payments and separately account for the amounts until the end of the 18-month period.  Any determination that an order is a Qualified Domestic Relations Order which is made after the close of the 18-month period shall be applied prospectively only.

2.1.46     “Reemployment Commencement Date” means the date an Employee first completes an Hour of Service for which the Employee is paid or entitled to payment for the performance of services as described in Section 2.1.32 following the Employee’s prior Severance from Service Date.

2.1.47     “Roth Catch-up Contribution” means a contribution under Code Section 414(v), as described in Section 4.1 that is designated as a Roth Contribution under Code Section 402A at the time it is made.

2.1.48     “Roth Contribution” means the portion of a Participant’s 401(k) Pre-Tax Contribution that is designated as a Roth Contribution pursuant to Code Section 402A, as described in Subsection 4.1.1.

2.1.49     “Roth Rollover Contribution” means an Employee’s Roth contribution into another qualified plan that is transferred into the Plan pursuant to an “eligible rollover distribution” from the other plan.

2.1.50     “Service” means the aggregate of a Participant’s Periods of Service (except “Periods of Severance”) expressed as full and fractional Years of Service.

2.1.51     “Severance from Service Date” means the earlier of:

(a)           the date on which an Employee dies or quits, retires or is discharged from employment with all Affiliates, or

(b)           whichever of the following is applicable to the Employee’s circumstances:

(i)            the first anniversary of the first day of a period in which an Employee remains absent from service (with or without pay) with all Affiliates for any reason other than quit, retirement, discharge or death, such as vacation, holiday, sickness, disability, leave of absence or layoff; or

(ii)           the second anniversary of the first day of a period in which an Employee remains absent from service (with or without pay) with all Affiliates by reason of pregnancy, the birth of the Employee’s child, the placement of a child with the Employee in connection with the adoption of such child by such Employee, or the need to care for such Employee’s child during the period immediately following such child’s birth or placement.  Any such absence shall not be taken into account unless such Employee furnishes the Administrator such timely information as the Administrator may require to establish that the absence from employment is for such reason.  The period of absence between the first and second anniversaries of the first day of absence shall not be included as a Period of Service or as a Period of Severance.”

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2.1.52              “SE Merger Time” means 11:59:59 p.m. Central Time on December 31, 2018.

2.1.53              “SE Participant” means any Participant who was a participant in the SE Plan on December 31, 2018, and whose account under the SE Plan was transferred from the trust of the SE Plan into the Trust pursuant to the merger of the SE Plan with and into the Plan effective as of the SE Merger Time.

2.1.54              “SE Plan” means the Spectra Energy Retirement Savings Plan, as amended and restated effective January 1, 2014, and subsequently amended.  The assets and liabilities of the SE Plan were merged into this Plan effective as of the SE Merger Time.

2.1.55              “Stock” means the common stock of Enbridge Inc., a Canadian corporation, or any successor of Enbridge Inc.

2.1.56              “Stock Fund” means the separate investment fund forming a part of the Trust described in and governed by Article 5 and other applicable provisions of the Plan.

2.1.57              “Tax Paid Credit Balance” means the amount, less any withdrawals, of the following credits to a Participant’s Pre-1984 Contributions Account and Pre-1984 After-Tax Employee Contributions Account (or to predecessors of this account):

(a)                                 all credits or contributions to a Participant’s Pre-1984 After-Tax Employee Contributions Account and Pre-1984 Contributions Account during periods on or before December 31, 1967;

(b)                                 fifty percent of the total of all credits or contributions attributable to a Participant’s Pre-1984 After-Tax Employee Contributions Account and Pre-1984 Contributions Account during periods after December 31, 1967, but before January 1, 1982; and

(c)                                  contributions made by the Participant attributable to his Pre-1984 After-Tax Employee Contributions Account and Pre-1984 Contributions Account for periods after December 31, 1981, but before January 1, 1984.

Such sum, in all cases, shall be reduced by the amounts (excluding the unrealized appreciation of Stock, if any) of withdrawals by the Participant which were treated by the Funding Agent as nontaxable for federal income tax purposes.  Such credits or contributions shall be determined under the Plan as in effect on December 31, 1983.

2.1.58              “Trust” means all assets held by a Trustee pursuant to a Trust Agreement and the terms of the Plan.

2.1.59              “Trust Agreement” means a trust agreement with the Trustee which the Company may establish, be a party to, or amend from time to time, containing such provisions as it deems necessary or desirable in order to carry the provisions of the Plan into effect.  The Company may create more than one Trust.

2.1.60              “Trustee” means the individuals or banking institution which shall accept the appointment to execute the duties of Trustee as set forth in the Plan and Trust Agreement.

2.1.61              “Vesting Service” shall be the same as “Service.”  Upon incurring a One-Year Period of Severance after the date he initially becomes eligible to participate in the Plan, an Employee’s Vesting Service under the Plan shall be determined based on his Vesting Service at the commencement of the One-Year Period of Severance.  For an Employee who, at the time of a One-Year Period of Severance satisfied the requirements to receive a distribution of vested benefits and who again satisfies the requirements to participate in the Plan pursuant to Section 3.2, his Vesting Service shall be restored in determining his

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rights and benefits under the Plan, subject to the following.  If a Participant has incurred five (or more) consecutive one-year Periods of Severance, the Period of Service completed after such Period of Severance shall not be taken into account for purposes of determining the Participant’s vested interest in his Account prior to such five (or more) consecutive one-year Periods of Severance.  If a Participant does not have any vested right under the Plan to Employer Contributions credited to his Account at the time he incurs a period of five (or more) consecutive one-year Periods of Severance, the Vesting Service completed by the Employee before such Period of Severance shall not be taken into account for any reason when the period of five (or more) consecutive one-year Periods of Severance equals or exceeds his Period of Service, whether or not consecutive, completed before such Period of Severance.  In computing the aggregate Period of Service prior to any such Period of Severance, any Vesting Service which may be disregarded by any prior Period of Severance shall be disregarded.

Section 2.2                                    Gender and Number.  Except when otherwise indicated by the context, the masculine gender shall include the feminine and neuter, and words used in the singular shall include the plural.

ARTICLE 3
ELIGIBILITY TO PARTICIPATE.

Section 3.1                                    Initial Eligibility.  Each Employee participating in the Plan as of the Effective Date shall continue to participate in the Plan.  With respect to any Employee not participating in the Plan as of the Effective Date or any Employee who is hired on or after the Effective Date, the following eligibility rules shall apply:

(a)                                 Regular Employees.  Each Employee (other than a leased employee as defined in Subsection 2.1.21) hired by the Company or a Participating Affiliate to fill a full-time or part-time established position shall be eligible to make an election, as provided in Subsection 4.1.1, to participate in contributions to this Plan made pursuant to Section 4.1 and Section 4.2, such participation to commence as of the effective date of the Employee’s election to make 401(k) Pre-Tax Contributions or Roth Contributions.

(b)                                 Temporary Employees.  Each Employee of the Company or a Participating Affiliate (other than a leased employee as defined in Subsection 2.1.21) who is not filling a full-time or part-time established position and who is a Laborer shall be eligible to make an election, as provided in Subsection 4.1.1, to participate in contributions to the Plan made pursuant to Section 4.1 and Section 4.2 on the earlier to occur of the following:  (i) the first day of the month coinciding with or next following completion of a year of Vesting Service, or (ii) the date upon which the Employee begins filling a full-time or part-time established position with the Company or a Participating Affiliate.  Any Employee of the Company or a Participating Affiliate who is not filling a full-time or part-time established position and who is not a Laborer shall not be eligible to participate in the Plan.

(c)                                  Notwithstanding any other provision in the Plan to the contrary, effective March 1, 2004, an Employee filling a temporary position between March 1, 2004, and April 1, 2005, who is employed to support the Ozark Pipeline, Cushing Storage Terminal and related facilities purchased from Shell Pipeline Company LP and Equilon Enterprises LLC, shall be entitled to participate in the Plan as if the Employee was a regular employee as described in (a) of this Section 3.1, above, but only for the purpose of making 401(k) Pre-Tax Contributions pursuant to Section 4.1.  An Employee described in the foregoing sentence shall not be entitled to receive an allocation to his Account of any Company contributions.

Section 3.2                                    Subsequent Eligibility.  Each Participant shall continue to be eligible to participate in contributions to the Plan made pursuant to Section 4.1 and Section 4.2 until the effective date of the termination of his 401(k) Pre-Tax Contribution election and his Roth Contribution election and any Participant who has terminated his employment and who has been rehired or who has terminated his 401(k) Pre-Tax Contribution election and his Roth Contribution election, shall be entitled to resume participation, such participation to commence as of the effective date of his election to make 401(k) Pre-Tax Contributions or Roth Contributions.

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ARTICLE 4
CONTRIBUTIONS.

Section 4.1                                    401(k) Pre-Tax Contributions. Subject to the limitations of Subsection 4.1.1, and Section 4.5 and Section 4.6 hereof, the Company will contribute to the Trust for each Plan Year an amount equal to the amount deducted and withheld from each Participant’s Credited Compensation during such Plan Year as a 401(k) Pre-Tax Contribution or a Roth Contribution pursuant to the Participant’s election.

4.1.1                     401(k) Pre-Tax Contribution Election.  Each Employee who has satisfied the eligibility requirements set forth in Section 3.1 or Section 3.2 may elect to reduce his Credited Compensation for the Plan Year paid on or after the effective date of the election by an amount not to exceed 50% of the Participant’s Credited Compensation.  Said reduction for Credited Compensation shall be contributed by the Company to the Participant’s 401(k) Pre-Tax Contribution Account.  Election will be made as of such dates as the Administrator may permit in accordance with uniform, nondiscriminatory rules, and will become effective with the first pay period commencing on or after such date.  With respect to an SE Participant, any pre-tax contribution deferral election in effect under the SE Plan as of the SE Merger Time shall be considered an election to make 401(k) Pre-Tax Contributions under this Plan effective as of January 1, 2019, provided that such SE Participant is still an Employee on that date.

Notwithstanding any provision of the Plan to the contrary, a Participant who satisfied the eligibility requirements set forth in Section 3.1 or Section 3.2 on or after October 1, 2004, and who fails to make an election pursuant to the foregoing paragraph during the 45-day period that begins on the date as of which he is first eligible to make such election, shall be deemed to have elected to make 401(k) Pre-Tax Contributions equal to two percent (2%) of his Credited Compensation.  A Participant will not be considered to have failed to make an election if the Participant affirmatively elects to reduce his Credited Compensation by zero percent (0%) within the 45-day period that begins on the date as of which he is first eligible to make such election.  Any 401(k) Pre-Tax Contributions that are made pursuant to a deemed election under this paragraph will commence with the first payroll period that is administratively feasible following the end of the 45-day election period.

Any Eligible Employee who satisfied the Plan’s eligibility requirements prior to October 1, 2004, and who (i) is not making 401(k) Pre-Tax Contributions as of February 1, 2007, and (ii) has not affirmatively elected to not make 401(k) Pre-Tax Contributions, will be deemed to have elected to make 401(k) Pre-Tax Contributions equal to two percent (2%) of Credited Compensation if such Eligible Employee does not make an affirmative election, including an election to make 401(k) Pre-Tax Contributions equal to zero percent (0%) of Credited Compensation, within 45 days beginning as of February 1, 2007.

Any Eligible Employee who first satisfies the Plan’s eligibility requirements on or after July 1, 2010, but before January 1, 2018, and who fails to make an election pursuant to the first paragraph of this Section 4.1.1 during the 45-day period which begins on the date that he is first eligible to make such election, shall be deemed to have elected to make 401(k) Pre-Tax Contributions equal to five percent (5%) of his Credited Compensation.  A Participant will not be considered to have failed to make an election if the Participant affirmatively elects to make 401(k) Pre-Tax Contributions equal to zero percent (0%) of his Credited Compensation within such 45-day period.  Any 401(k) Pre-Tax Contributions that are made pursuant to a deemed election under the first sentence of this paragraph will commence with the first payroll period that is administratively feasible following the end of the 45-day election period.

Any Eligible Employee who first satisfies the Plan’s eligibility requirements on or after January 1, 2018, and who fails to make an election pursuant to the first paragraph of this Section 4.1.1 during the 45-day period which begins on the date that he is first eligible to make such election, shall be deemed to have elected to make 401(k) Pre-Tax Contributions equal to six percent (6%) of his Credited Compensation; provided, however, that such deemed election shall not apply to any SE Participant whose deferral election under the SE Plan is carried over to this Plan, as provided in the first paragraph of this Section 4.1.1.  A Participant will not be considered to have failed to make an election if the Participant affirmatively elects to make 401(k) Pre-Tax Contributions equal to zero percent (0%) of his Credited Compensation within such

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45-day period.  Any 401(k) Pre-Tax Contributions that are made pursuant to a deemed election under the first sentence of this paragraph will commence with the first payroll period that is administratively feasible following the end of the 45-day election period.

Effective with respect to Plan Years beginning on and after January 1, 2015, any election by a Participant to make both Roth Contributions and 401(k) Pre-Tax Contributions equal to zero percent (0%) of his Credited Compensation shall be effective only through the last day of the initial Plan Year to which the election applies. Any affirmative election by a Participant to make either Roth Contributions or 401(k) Pre-Tax Contributions in an amount greater than zero percent (0%) shall remain in effect until the Participant makes a subsequent different affirmative election.

A Participant who (i) elects to make both Roth Contributions and 401(k) Pre-Tax Contributions equal to zero percent (0%) of his Credited Compensation and (ii) does not make a subsequent affirmative election with respect to the next following Plan Year, shall be deemed to have elected to make 401(k) Pre-Tax Contributions equal to six percent (6%) of his Credited Compensation commencing as of the first payroll period beginning in April of that next following Plan Year and continuing through each subsequent Plan Year unless and until an affirmative election is made to contribute a different amount.

A Participant will not be considered to have failed to make an election if the Participant affirmatively elects to make 401(k) Pre-Tax Contributions equal to zero percent (0%) of his Credited Compensation within the 45-day period that begins on the date as of which he is first eligible to make such election.  Any 401(k) Pre-Tax Contributions that are made pursuant to a deemed election under this paragraph will commence with the first payroll period that is administratively feasible following the end of the 45-day election period.

Any affirmative election made on or before December 31, 2014 by a Participant to elect both Roth Contributions and 401(k) Pre-Tax Contributions equal to zero percent (0%) of his Credited Compensation that is in effect on March 31, 2015, shall expire under this Section 4.1.1 on March 31, 2015, unless the Participant has otherwise made an affirmative election on or after January 1, 2015.

A Participant may designate that all or a portion of his or her 401(k) Pre-Tax Contributions will be designated Roth Contributions under Code Section 402A.  401(k) Pre-Tax Contribution elections and Roth Contribution elections will be further subject to the following rules and limitations:

(a)                                 Amounts - All amounts are to be expressed as whole percentages of Credited Compensation (rounded up to the nearest dollar), or in such other manner of uniform application specified by the Administrator.

(b)                                 Changes - After the Employee’s initial entry into the Plan, the Employee may change the amount to be contributed to his 401(k) Pre-Tax Contribution Account and his Roth Contribution Account as of the beginning of each pay period (and such other dates as the Administrator may establish in accordance with uniform, nondiscriminatory rules) by giving the Administrator such notice as the Administrator may require.  Each Participant, including each Participant whose 401(k) Pre-Tax Contribution election is not otherwise subject to the automatic increase provisions described above, may elect to have his 401(k) Pre-Tax Contribution election automatically increase by any whole percentage and as of any date elected by the Participant during the current or any succeeding Plan Year.  Each Participant may elect to continue to make 401(k) Pre-Tax Contributions but to waive the automatic increase provisions.

(c)                                  Termination of 401(k) Pre-Tax Contribution and Roth Contribution Elections - Upon notice to the Administrator in the form as determined by the Administrator, a Participant may terminate (or suspend) his 401(k) Pre-Tax Contribution election and/or his Roth Contribution election as of the beginning of a future pay period, by giving the Administrator such notice as the Administrator may require.  As of the effective date of the termination of his 401(k) Pre-Tax Contribution election or his Roth Contribution election, no further 401(k) Pre-Tax Contributions or Roth Contributions will be made to the Participant’s 401(k) Pre-Tax Contribution Account or

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his Roth Contribution Account, as applicable, unless and until the Participant makes a new 401(k) Pre-Tax Contribution or Roth Contribution election, but such termination will not affect any amounts which have already been allocated to the Participant’s 401(k) Pre-Tax Contribution Account or his Roth Contribution Account pursuant to Subsection 4.1.3.  Any Participant who has so terminated his 401(k) Pre-Tax Contribution election or his Roth Contribution election may elect to resume 401(k) Pre-Tax Contributions or Roth Contributions as of the beginning of the pay period following the effective date of the suspension, or such other advance date as the Administrator may specify, by providing the Administrator with such prior notice as the Administrator requires in this respect.

A Participant who is automatically enrolled in the Plan pursuant to the foregoing provisions of this Section 4.1.1 and who does not otherwise make an affirmative election to participate in the Plan, may elect, on a form prescribed by the Administrator, to discontinue making 401(k) Pre-Tax Contributions and to request a permissible withdrawal of all amounts that have been withheld from his Credited Compensation as 401(k) Pre-Tax Contributions, plus allocable investment earnings or losses attributable thereto, in accordance with Code Section 414(w).  Such permissible withdrawal shall not be effective unless it is elected by the Participant not more than ninety (90) days after the first 401(k) Pre-Tax Contribution was withheld from his Credited Compensation pursuant to the automatic enrollment provisions described above. In addition, any Company Matching Contributions that were allocated to his Account with respect to all such permissively withdrawn 401(k) Pre-Tax Contributions will be forfeited and used to reduce Company Matching Contributions pursuant to Section 4.2.

(d)                                 Limitation on Amounts of Reduction - No Participant may elect to contribute an amount under this Subsection 4.1.1 that was otherwise payable in cash during the Participant’s taxable year which, when combined with all other 402(g) Deferrals provided by the Company for the taxable year, would exceed the applicable limit under Code Section 402(g) for the Participant’s taxable year.  The Administrator may disregard any election to make 401(k) Pre-Tax Contributions or Roth Contributions to the extent it would result in the contribution of an Excess Deferral Amount.  If an Excess Deferral Amount is contributed to the Plan on behalf of any Participant during a taxable year, the Excess Deferral Amount (plus any income and minus any loss allocable thereto) may be distributed to the Participant prior to the first April 15 following the taxable year.  Any such distribution will be designated as an Excess Deferral Amount by the Administrator or the Trustee, as the case may be, and will be reduced by the amount of any Excess Contributions previously distributed to the Participant from the Plan for the Plan Year beginning with or within such calendar year.  Excess Deferral Amounts will be distributed pro rata from the Participant’s 401(k) Pre-Tax Contribution Account and his Roth Contribution Account.

The earnings or losses allocable to the Participant’s Excess Deferral Amounts shall be the earnings or losses for the Plan Year that is attributable to the sum of the Participant’s 401(k) Pre-Tax Contributions and Roth Contributions multiplied by a fraction.  The numerator of such fraction is the Participant’s Excess Deferral Amounts for the Plan Year and the denominator (i) is the sum of the Account balances of the Participant attributable to 401(k) Pre-Tax Contributions and Roth Contributions as of the beginning of the Plan Year to which the excess deferral relates, plus (ii) the sum of the Participant’s 401(k) Pre-Tax Contributions and Roth Contributions for the Plan Year.

In the event that a Participant is also a participant in another plan or arrangement (of the Company or another plan sponsor) such that the combined 402(g) Deferrals under this Plan and such other plans or arrangements results in an Excess Deferral Amount for a taxable year of the Participant, the Participant may, not later than March 1 following the close of the taxable year, notify the Administrator in writing of the portion of the Excess Deferral Amount that is to be allocated to this Plan for the preceding calendar year.  The Participant’s 401(k) Pre-Tax Contributions and Roth Contributions under this Plan will be reduced on a pro rata basis by the amount of the excess allocated to this Plan (plus any income and minus any loss allocable thereto) and the amount will be distributed in the same manner as provided in paragraph (d), above.  A

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Participant is deemed to have notified the Administrator of an Excess Deferral Amount that is allocated to this Plan to the extent the Participant has an Excess Deferral Amount for the taxable year calculated by taking into account only 402(g) Deferrals under the Plan and other plans of the Company or another Affiliate, and in that event written notice will not be required under this paragraph.

All Employees who are eligible to make 401(k) Pre-Tax Contributions under the Plan and who have attained age 50 before the close of the Plan Year shall be eligible to make Catch-up Contributions in accordance with, and subject to the limitations of, Code Section 414(v).  However, such Catch-up Contributions shall not be taken into account for purposes of the provisions of the limitations of Code Sections 402(g) and 415 with respect to such Catch-up Contributions.  With regard to such catch-up contributions, the Plan shall not be treated as failing to satisfy the provisions of the requirements of Code Section 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416, as applicable.  Each Participant who is eligible make Catch-up Contributions may elect to have all or any portion of such Catch-up Contribution designated as a Roth Catch-up Contribution.

4.1.2                     Payment.  The amount designated by the Participant for contribution to his 401(k) Pre-Tax Contributions Account and his Roth Contributions Account will be reflected in one or more payroll deductions during the Plan Year or such other means as the Administrator will prescribe under rules of uniform application.  The Participant’s contributions so collected will be remitted to the Trustee as of the earliest date on which the contributions can reasonably be transferred.

4.1.3                     Allocation to Account.  The amount contributed for a Participant will be allocated to the Participant’s 401(k) Pre-Tax Contribution Account or, if applicable, to his Roth Contributions Account maintained under the Plan, as of the date during the Plan Year on which the amount is deducted and withheld from the Participant’s Credited Compensation, but for purposes of allocating income or losses under Article 7, the 401(k) Pre-Tax Contributions and Roth Contributions will be credited as of the date received by the Trustee.

Section 4.2                                    Company Contributions.

4.2.1                     Amount.  The Company shall contribute a matching amount to the Funding Agent for each Participant who makes 401(k) Pre-Tax Contributions and/or Roth Contributions to the Plan pursuant to Section 4.1.  For each period, the matching amount shall be equal to 100% of the sum of the Participant’s 401(k) Pre-Tax Contributions and Roth Contributions for said period, limited to a maximum allowable percentage of (a) with respect to Credited Compensation received by the Participant on or before December 31, 2017, five percent (5%) of his Credited Compensation for said period, and (b) with respect to Credited Compensation received by the Participant on or after January 1, 2018, six percent (6%) of his Credited Compensation for said period.

4.2.2                     Allocation.  Matching contributions made by the Company on behalf of each Participant pursuant to Subsection 4.2.1 shall be allocated and credited to said Participant’s Company Matching Contributions Account as of the effective date for which the corresponding Participant 401(k) Pre-Tax Contributions and Roth Contributions are credited.

4.2.3                     Special Rules Where Limitation in Paragraph 4.1.1(d) Applies.  If a Participant is required to cease 401(k) Pre-Tax Contributions and Roth Contributions during a Plan Year because of the limitation set forth in Paragraph 4.1.1(d), contributions pursuant to this Section 4.2 shall not be less than the maximum amount which would have been contributed pursuant to this Section 4.2, subject to the limitations of Section 4.5 and Section 4.6, had the total amount contributed by the Participant as 401(k) Pre-Tax Contributions and Roth Contributions for the Plan Year been contributed in equal installments over the entire Plan Year.

4.2.4                     Payment.  Matching contributions may be made in the form of money or other property acceptable to the Trustee.

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Section 4.3                                    Fail-Safe Contributions.

4.3.1                     Method of Determining Fail-Safe Contributions.  If the Company determines that contributions under other portions of the Plan would cause a failure to comply with the average deferral percentage test or the average contribution percentage test, and such failure is not corrected by reducing the contributions of or for Highly Compensated Employees under Section 4.5, the Company may make contributions pursuant to this Section 4.3 to the Trustee for a Plan Year.  Within 60 days after the end of the Plan Year, the Board of Directors may authorize a contribution in the dollar amount necessary to satisfy the applicable test; provided, however, that the Company shall not contribute an amount in excess of the maximum contribution permitted under Section 4.6.

4.3.2                     Time of Making Company Contributions.  The Company may make its contribution, or partial payments of such contribution, under this Section 4.3 for any Plan Year at any time during such Plan Year or within the time following the close of such Plan Year which is prescribed by law for the filing of the Company’s federal income tax return for its fiscal year for federal income tax purposes within or with which the Plan Year ends (including extensions thereof).  The contribution may be made in money or in property acceptable to the Funding Agent.

4.3.3                     Allocation and Accrual Rules.  Contributions to the Funding Agent for a Plan Year pursuant to this Section 4.3 shall be allocated among those Participants for that Plan Year who participated in contributions made pursuant to Section 4.1 for that Plan Year, who were actively employed by the Company on the last day of the Plan Year, and each of whom is not a Participant who is a Highly Compensated Employee for that Plan Year.  Persons who became Disabled, died, or retired (and in the event of retirement, were eligible for an immediate annuity under the Pension Plan) from the Company during the Plan Year shall not be required to satisfy the requirement of being employed on the last day of the Plan Year.  Any contribution to be made to the Funding Agent pursuant to this Section 4.3 for a Plan Year shall be allocated among the Qualified Non-elective Contribution Accounts of Participants entitled to participate in the contribution for such Plan Year (as determined in accordance with this Subsection 4.3.3) in the proportion that the Credited Compensation for such Plan Year for each such Participant bears to the Credited Compensation for such Plan Year for all such Participants.  Contributions made pursuant to this Section 4.3 are not eligible for matching contributions made pursuant to Section 4.2.

Section 4.4                                    Make-up Company Contributions.  If, after the contributions under Section 4.2 and Section 4.3 for a Plan Year have been made and allocated, it should appear that, through oversight or a mistake of fact or law, a Participant (or an Employee who should have been considered a Participant) who should have been entitled to share in such contributions received no allocation or received an allocation which was less than he should have received, the Company may, at its election, and in lieu of reallocating the prior contributions, make a special make-up contribution to be allocated to the Account of such Participant in an amount adequate to provide for him the same amount as would have been allocated to such Account if such oversight or  mistake had not been made, and such amount shall be considered as a Company contribution under Section 4.2 and Section 4.3, as the case may be, or another correction method, including but not limited to, a correction method described in the Employee Plans Compliance Resolution System (“EPCRS”) or any other program or guidance issued by the Internal Revenue Service or Secretary of the Treasury to cure such administrative oversights or mistakes.

Section 4.5                                    Company Directed Reduction of Contributions.

4.5.1                     General.  The Plan must satisfy the nondiscrimination tests set forth in Code Sections 401(k)(3) and 401(m)(2).  In the event the Company determines there is a reasonable probability that either of these nondiscrimination tests will not be satisfied for a Plan Year, the Company will have the right to reduce (to zero if necessary) contributions on behalf of persons who are reasonably expected to be Highly Compensated Employees for the Plan Year being tested for discrimination.  Notwithstanding anything in this Section 4.5 to the contrary, the Company may in its discretion meet the nondiscrimination tests of Code Sections 401(k)(3) and 401(m)(2) and the coverage test of Code Section 410(b) by treating a plan benefiting otherwise excludable employees as two separate plans as permitted under Code Section 410(b) and authoritative guidance thereunder.

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Contributions will be reduced only to the extent necessary, in the judgment of the Company, to comply with the nondiscrimination tests.  The Company will first disallow or restrict future contributions on behalf of Highly Compensated Employees.  If that is not sufficient, then Excess Contributions or Excess Aggregate Contributions, as the case may be, will be distributed (to the extent attributable to 401(k) Pre-Tax Contributions or Roth Contributions) to Highly Compensated Employees on the basis of the excess amounts attributable to them as set forth below.  Excess Aggregate Contributions (to the extent attributable to non-vested Company Matching Contributions) will be forfeited on the same basis.  Determination of the amount of Excess Aggregate Contributions will be made after first determining the amount of any Excess Contributions.  Contributions will be reduced first for Highly Compensated Employees with the largest amounts of contributions taken into account under the applicable nondiscrimination test for the Plan Year, beginning with the Highly Compensated Employee with the largest amount of such contributions and continuing in descending order until all the Excess Contributions or Excess Aggregate Contributions have been ascribed to Highly Compensated Employees and reduced.  For purposes of the preceding sentence, the “largest amount” is determined after distribution of any Excess Contributions or Excess Aggregate Contributions.

The amount designated by a Highly Compensated Employee to be paid to his 401(k) Pre-Tax Contribution Account or his Roth Contribution Account that is subject to reduction (adjusted for any income or losses attributable thereto) will be designated as an Excess Contribution and paid by the Trustee or the Company, as the case may be, to the Employee as soon as practicable.  Any such distribution with respect to an Employee for a Plan Year will be reduced by the amount of any Excess Deferral Amounts previously distributed to such Employee for the Employee’s taxable year ending with or within the Plan Year in which the Excess Contribution arose.  In allocating income or losses to Excess Contributions, the Company may use any reasonable method otherwise used by the Plan for allocating gains, earnings and losses to Participants’ Accounts generally, provided such method is used consistently for all Participants and for all corrective distributions under the Plan for the Plan Year.

The amount of any Company Matching Contribution (and any amount treated as a Company Matching Contribution pursuant to Subsection 4.5.3) on behalf of a Highly Compensated Employee that is subject to reduction (adjusted for any income or loss attributable thereto) will be designated as an Excess Aggregate Contribution and either paid by the Trustee or the Company, as the case may be, to the Employee as soon as practicable, if the amount is vested.  If such amount is forfeitable, the amount will be forfeited and used to offset contributions as described in Article 7.  In allocating income or losses to Excess Aggregate Contributions, the Company may use any reasonable method otherwise used by the Plan for allocating gains, earnings and losses to Participants’ Accounts generally, provided such method is used consistently for all Participants and for all corrective distributions under the Plan for the Plan Year.

If any plan of the Company includes a cash or deferred arrangement under Code Section 401(k) and provides for recharacterization of salary reduction contributions as employee contributions in order to satisfy the actual deferral percentage test, such recharacterized amounts will be subject to the average contribution percentage test set forth in Subsection 4.5.3.  Determination of the amount of Excess Aggregate Contributions resulting from application of the foregoing test may be made only after determining the Excess Contributions to be recharacterized as employee contributions for the plan year of the 401(k) plan that ends with or within the Plan Year of this Plan.  Excess Contributions may be recharacterized as Catch-up Contributions for the Plan Year; provided, however, that such recharacterized Excess Contributions when added to any other Catch-up Contributions cannot exceed the adjusted limit under Code Section 414(v) for the Plan Year.

The Company will use its best efforts to distribute Excess Contributions and Excess Aggregate Contributions (plus any income and minus any losses thereon) or, if forfeitable, to cause a forfeiture of such amounts (plus any income and minus any loss thereon), no later than 2½ months after the end of the Plan Year of the contribution, and in no event will the distribution or forfeiture occur later than twelve months after the end of the Plan Year of the contribution.  A distribution of Excess Contributions or Excess Aggregate Contributions must be made after the Plan Year in which the excess amounts were contributed.  Distributions under this Section 4.5 may be made without the consent of the Participant or the Participant’s spouse.  The Company will also use its best efforts to determine and contribute to this Plan the maximum

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amount permitted under the rules of Code Sections 401(k) and 401(m); however, no liability to the Company or to its agents will result from the Employees’ loss of any deferral of taxation for federal or state income purposes nor for interest on any amounts subject to 401(k) Pre-Tax Contribution elections.

The Company may apply the mathematical nondiscrimination tests and determine the extent of the reduction as of any dates during the Plan Year, based on the then available facts and any reasonable projections.  The ratios and average percentages used in the mathematical nondiscrimination tests will be calculated to the nearest one-hundredth of one percent of the Employee’s 415 Compensation (as defined in Subsection 4.6.7).

The Company may adopt such policies as it deems reasonable and equitable to restrict the 401(k) Pre-Tax Contribution elections and Roth Contribution elections of Highly Compensated Employees during Plan Years in which 401(k) Pre-Tax Contributions and Roth Contributions must be reduced under this Section 4.5.

If the Company has previously determined that a reduction of contributions for the Plan Year is necessary, a Highly Compensated Employee who becomes eligible to participate after the first day of the Plan Year may not designate or contribute a 401(k) Pre-Tax Contribution or a Roth Contribution (or a combination thereof) at a level (on an annualized basis) greater than the projected average percentage for Highly Compensated Employees as determined by the Company at that time, after giving effect to the mandated reduction.

Notwithstanding anything in this Section 4.5 to the contrary, contributions and allocations under an employee stock ownership plan, as described in Code Section 4975(e)(7), will not be combined with the Plan.

4.5.2                     Actual Deferral Percentage Test.  The mathematical nondiscrimination tests of Code Section 401(k) are satisfied for a Plan Year when the actual deferral percentage (hereinafter “ADP”) for eligible Highly Compensated Employees for such Plan Year bears a relationship to the ADP for all eligible Non-Highly Compensated Employees for the preceding Plan Year which is either:  (a) not more than a ratio of 1.25 to 1; or (b) not more than a ratio of 2 to 1, provided that the ADP for eligible Highly Compensated Employees does not exceed that of the eligible Non-Highly Compensated Employees by more than two percentage points.  The “ADP” for each group is determined by averaging the ratios (calculated separately for each Participant in the group) of:  (i) the amount of 401(k) Pre-Tax Contributions, Roth Contributions, and fail-safe contributions under Section 4.3 (to the extent designated pursuant to such section to satisfy the ADP test) actually paid over to the Plan on behalf of each Employee for the relevant Plan Year, unreduced by any Excess Deferral Amount that has not been returned to the Employee before the end of the taxable year in which the deferrals were made; to (ii) the Employee’s 415 Compensation (as defined in Subsection 4.6.7) for the portion of such Plan Year during which the Employee is eligible to make 401(k) Pre-Tax Contributions and Roth Contributions.

The ADP for any Participant who is a Highly Compensated Employee for the Plan Year and who is eligible to have 401(k) Pre-Tax Contributions and Roth Contributions allocated to his accounts under two or more arrangements described in Code Section 401(k), that are maintained by an Affiliate, will be determined as if such 401(k) Pre-Tax Contributions and Roth Contributions were made under a single arrangement.  If a Highly Compensated Employee participates in two or more cash or deferred arrangements that have different Plan Years, all cash or deferred arrangements ending with or within the same calendar year will be treated as a single arrangement.

In the event that this Plan satisfies the requirements of Code Sections 401(k), 401(a)(4), or 410(b) only if aggregated with one or more other plans, or if one or more other plans satisfy the requirements of such Code sections only if aggregated with this Plan, then this Subsection 4.5.2 will be applied by determining the ADP of Employees as if all such plans were a single plan.  Plans may be aggregated in order to satisfy Code Section 401(k) only if they have the same Plan Year.

The Company will maintain records sufficient to demonstrate satisfaction of the ADP test.

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4.5.3                     Average Contribution Percentage Test.  The mathematical nondiscrimination tests of Code Section 401(m) are satisfied for a Plan Year when the average contribution percentage (hereinafter “ACP”) for eligible Highly Compensated Employees for such year bears a relationship to the ACP for all eligible Non-Highly Compensated Employees for the preceding Plan Year which is either:  (a) not more than a ratio of 1.25 to 1; or (b) not more than a ratio of 2 to 1, provided that the ACP for eligible Highly Compensated Employees does not exceed that of the eligible Non-Highly Compensated Employees by more than two percentage points.  The ACP for each group is determined by averaging the ratios (calculated separately for each Participant in the group) of:  (i) the sum of Company Matching Contributions and fail-safe contributions under Section 4.3 (to the extent designated pursuant to such section to satisfy the ACP test) paid over to the Plan on behalf of the Employee for the relevant Plan Year (but excluding any Excess Aggregate Contributions that have been distributed on or before the last day of the Plan Year following such Plan Year); to (ii) the Employee’s 415 Compensation (as defined in Subsection 4.6.7) for the portion of such Plan Year during which the Employee is eligible to participate in Company Matching Contributions.  For purposes of calculating the ACP, Company Matching Contributions that are forfeited, either to correct Excess Aggregate Contributions or because the contributions to which they relate are Excess Deferral Amounts, Excess Contributions or Excess Aggregate Contributions, will be disregarded.

At the Company’s election, all or part of 401(k) Pre-Tax Contributions or Roth Contributions under the Plan or any other qualified plan maintained by the Company with respect to those Employees who are eligible to participate in the Plan may be treated as Company Matching Contributions for purposes of the ACP test, provided the following requirements (to the extent applicable) are satisfied.

(a)                                 The 401(k) Pre-Tax Contributions and Roth Contributions, including such contributions treated as Company Matching Contributions for purposes of the ACP test, satisfy the requirements of Code Section 401(k)(3).

(b)                                 The 401(k) Pre-Tax Contributions and Roth Contributions, excluding such contributions treated as Company Matching Contributions for purposes of the ACP test, satisfy the requirements of Code Section 401(k)(3).

(c)                                  Except as provided in paragraph (a) of this Subsection 4.5.3, the 401(k) Pre-Tax Contributions and Roth Contributions treated as Company Matching Contributions for purposes of the ACP test are not taken into account in determining whether any other contributions or benefits satisfy Code Section 401(a)(4) or 401(k)(3).

(d)                                 The 401(k) Pre-Tax Contributions and Roth Contributions satisfy the requirements of Treasury Regulations Section 1.401(k)-1(b)(4) with respect to such Plan Year.

(e)                                  401(k) Pre-Tax Contributions and Roth Contributions made to any other qualified plan may be used by the Plan to meet the test of Code Section 401(m)(2)(A) only if the plan year of such other plan is the same as the Plan Year.

The Company may elect to aggregate multiple cash or deferred arrangements for purposes of the ACP test.  In such case, the cash or deferred arrangements included in such plans and the plans including such arrangements will be treated as one plan for purposes of determining if the Plan satisfies the coverage requirements of Code Section 410(b) and the ACP test.

If a Participant is a Highly Compensated Employee and is eligible to have amounts allocated to his accounts under two or more plans described in Code Section 401(a), or arrangements described in Code Section 401(k) that are maintained by the Company, and such amounts are to be tested under the ACP test, the ACP for such Participant will be determined as if the total of such contribution amounts was made under each plan.  If a Highly Compensated Employee participates in two or more cash or deferred arrangements that have different Plan Years, all cash or deferred arrangements ending with or within the same calendar year will be treated as a single arrangement.

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In the event that this Plan satisfies the requirements of Code Sections 401(m), 401(a)(4) or 410(b) only if aggregated with one or more other plans, or if one or more other plans satisfy the requirements of such Code Sections only if aggregated with this Plan, then this Subsection 4.5.3 will be applied by determining the ACP of Employees as if all such plans were a single plan.  Plans may be aggregated in order to satisfy Code Section 401(m) only if they have the same plan year.

The Company will maintain records sufficient to demonstrate satisfaction of the ACP test and the amount of 401(k) Pre-Tax Contributions and Roth Contributions used in such test.

Section 4.6                                    Limitation on Annual Additions.

4.6.1                     General Restrictions.  Annual Additions under the Plan will be subject to the rules of this Section 4.6.  The provisions of this Section 4.6 are subject to any additional limitations in other sections of the Plan.  The restrictions contained in this Section 4.6 apply to qualified plans and only such plans maintained by Affiliates, whether or not such plans have previously been terminated.

4.6.2                     Maximum Permissible Amount.  Annual Additions that would be allocated to accounts of a person under this Plan and under any other plan as of an Allocation Date within a Limitation Year in excess of the remaining Maximum Permissible Amount (based on 415 Compensation (as defined in Subsection 4.6.7) up to such Allocation Date) will be reduced to the extent of any such excess.  The remaining Maximum Permissible Amount is determined by subtracting from the Maximum Permissible Amount for the Limitation Year the allocations of Annual Additions to such person’s accounts under defined contribution plans or welfare benefit plans, as defined in Code Section 419(e), as of Allocation Dates preceding the current Allocation Date which are within the Limitation Year.  Annual Additions attributable to a welfare benefit fund will be deemed to have been allocated prior to any defined contribution plan allocations regardless of the actual Allocation Date.  Prior to determining the Participant’s actual 415 Compensation (as defined in Subsection 4.6.7) for the Limitation Year, the Company may determine the Maximum Permissible Amount for a Participant on the basis of a reasonable estimation of the Participant’s 415 Compensation (as defined in Subsection 4.6.7) for the Limitation Year, uniformly determined for all Participants similarly situated.  As soon as is administratively feasible after the end of the Limitation Year, the Maximum Permissible Amount for the Limitation Year will be determined on the basis of the Participant’s actual 415 Compensation (as defined in Subsection 4.6.7) for the Limitation Year.

4.6.3                     Differing Allocation Dates. If the Allocation Date under this Plan does not coincide with an Allocation Date under any other defined contribution plan or welfare benefit fund of an Affiliate, the reduction of the Annual Additions mandated by Subsection 4.6.2 will be accomplished by reducing the allocation of Annual Additions to the Accounts of said person under this Plan.  Any such reduction will be effected by reducing the person’s contributions (to the extent included in Annual Additions) made as of a date within the Limitation Year in the following order:  (i) pro rata from unmatched 401(k) Pre-Tax Contributions and Roth Contributions, (ii) pro rata from matched 401(k) Pre-Tax Contributions and Roth Contributions (together with the corresponding Company Matching Contributions), (iii) profit sharing contributions, and, finally, (iv) forfeitures, if any.  If contributions or forfeitures for more than one Affiliate are present, any reduction of such amount will be made proportionately.

4.6.4                     Coincidental Allocation Dates.  If an Allocation Date of the Plan coincides with an Allocation Date of any other defined contribution plan or welfare benefit fund of an Affiliate, the reduction of Annual Additions mandated by Subsection 4.6.2 will be accomplished by reducing the allocation of Annual Additions to the accounts of said person under such other plans and funds as follows:

(a)                                 If all of such other plans and funds contain a provision substantially similar to this Section 4.6, then the reduction will first be accomplished by reducing a person’s unmatched after-tax contributions (to the extent included in Annual Additions) made at any time within the Limitation Year, then from Affiliate contributions which constitute unmatched salary reduction contributions (or Roth contributions), then from Affiliate contributions which are matched after-tax contributions (together with the corresponding matching contributions), then from Affiliate Contributions which are matched salary reduction contributions or Roth contributions (together

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with the corresponding matching contributions), then from Affiliate contributions which are not salary reduction contributions or Roth contributions and from forfeitures, and finally from any contributions to a welfare benefit fund (as defined in Code Section 419(e)) of an Affiliate.  If contributions or forfeitures for more than one Affiliate are present, any reduction of such amounts will be made proportionately.  If there are contributions of the same priority category present in more than one plan or fund, contributions in the highest priority category will be reduced to zero before any reduction will be made in a lower priority category.  The amount that will be contributed to the Plan after the reduction in each priority category as of the Allocation Date will be an amount equal to the product of the remaining Maximum Permissible Amount described in Subsection 4.6.2 and a fraction, the numerator of which is the amount to be allocated under this Plan in that priority category as of the Allocation Date without regard to this Section 4.6, and the denominator of which is the amount that would otherwise be allocated as of said Allocation Date in that priority category under all defined contribution plans and welfare benefit funds, without regard to this Section 4.6.  This paragraph will be applied to all categories until the required reduction has been effected.

(b)                                 If one or more of the other defined contribution plans having an Allocation Date coinciding with the Allocation Date under this Plan do not have a provision similar to this Section 4.6, the provisions of Subsection 4.6.2 will be applied to this Plan after giving effect to allocation of Annual Additions of such other plans.

4.6.5                     Effect of Reduction.  If, as a result of the preceding paragraphs of this Section 4.6, the allocation of Annual Additions under this Plan is reduced, such reduction will be treated as follows: