As filed with the Securities and Exchange Commission on August 18, 2023

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)

 

 

 

Canada		98-0377957
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

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.

915 North Eldridge Parkway, Suite 1100

Houston, Texas 77079

Tel: (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.

 

Large accelerated filer		☒		Accelerated filer		☐
Non-accelerated filer		☐		Smaller reporting company		☐
				Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

 

 

REGISTRATION OF ADDITIONAL SECURITIES PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E of Form S-8, Enbridge Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 with the U.S. Securities and Exchange Commission (the “Commission”) to register 10 million additional common shares of the Registrant to be offered pursuant to the Enbridge Employee Services, Inc. Employees’ Savings Plan (the “Plan”).

The Registrant previously filed registration statements on Form S-8 with the Commission on August 14, 2019 (Registration No. 333-233274) and on November 16, 2020 (Registration No. 333-250121) with respect to the Plan (collectively, the “Prior Registration Statements”). In accordance with General Instruction E to Form S-8, the Registrant hereby incorporates by reference the contents of the Prior Registration Statements with respect to the Plan, except to the extent supplemented, superseded or modified by the specific information set forth below or the specific exhibits attached hereto.

PART I

The information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this filing in accordance with the provisions of Rule 428 under the Securities Act and the introductory note to Part I of the Form S-8 instructions. The documents containing the information specified in Part I have been delivered to the participants in the Plan as required by Rule 428(b)(1).

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 (other than, in each case, documents or information deemed to have been furnished and not filed in accordance with Commission rules):

 

(a)

The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (File No. 001-15254), filed with the Commission on February 10, 2023, as amended by Amendment No. 1 on Form 10-K/A (File No. 001-15254), filed with the Commission on March 7, 2023;

 

(b)

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 covered by the Annual Report on Form 10-K incorporated by reference herein pursuant to (a) above;

 

(c)

The Plan’s Annual Report on Form 11-K for the fiscal year ended December 31, 2022 (File No. 001-15254); and

 

(d)

The description of the Registrant’s common shares set forth under “Description of Share Capital – Common Shares” contained in the Registration Statement on Form S-3 (File No. 333-266405), filed with the Commission on July 29, 2022, as well as any amendment or report filed for the purpose of updating such description.

In addition, 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 which also is incorporated 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 6. Indemnification of Directors and Officers

Section 34 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 35 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 8. Exhibits

The following exhibits are filed herewith or incorporated by reference as part of the Registration Statement. 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.

 

Exhibit No.		Description
4.1		Certificate of Amendment, dated January  17, 2022 (incorporated by reference to Exhibit 3.1 to Enbridge’s Current Report on Form 8-K filed January 20, 2022)
4.2		Certificate of Amendment, dated September  15, 2022 (incorporated by reference to Exhibit 3.1 to Enbridge’s Current Report on Form 8-K filed September 20, 2022)
4.3		Certificate of Amendment, dated September  15, 2022 (incorporated by reference to Exhibit 3.2 to Enbridge’s Current Report on Form 8-K filed September 20, 2022)
4.4		General By-Law No.  1 of the Registrant (incorporated by reference to Exhibit 3.40 to the Registrant’s Form 10-K filed February 11, 2022)
4.5		First Amendment to the Enbridge Employee Services, Inc. Employees’ Savings Plan, executed on December 10, 2019*
4.6		Second Amendment to the Enbridge Employee Services, Inc. Employees’ Savings Plan, executed on July 21, 2020*
4.7		Third Amendment to the Enbridge Employee Services, Inc. Employees’ Savings Plan, executed on August 31, 2020*
4.8		Fourth Amendment to the Enbridge Employee Services, Inc. Employees’ Savings Plan, executed on August 31, 2020*
4.9		Fifth Amendment to the Enbridge Employee Services, Inc. Employees’ Savings Plan, executed on March 3, 2021*
4.10		Sixth Amendment to the Enbridge Employee Services, Inc. Employees’ Savings Plan, executed on April 13, 2021*
4.11		Seventh Amendment to the Enbridge Employee Services, Inc. Employees’ Savings Plan, executed on December 7, 2021*
23.1		Consent of PricewaterhouseCoopers LLP, independent registered accounting firm of the Registrant*
23.2		Consent of McConnell & Jones LLP, independent registered accounting firm of the Registrant*
24.1		Power of Attorney (included in signature page of this Registration Statement)*
107		Filing Fee Table*

 

*	Filed herewith.

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 18, 2023.

 

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 & Chief Legal Officer, and Karen K.L. Uehara, Vice President, Corporate & 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 18, 2023.

 

Signature		Title
/s/ Gregory L. Ebel		President & Chief Executive Officer and Director (Principal Executive Officer)
Gregory L. Ebel
/s/ Patrick R. Murray		Executive Vice President & Chief Financial Officer (Principal Financial Officer)
Patrick R. Murray
/s/ Melissa M. LaForge		Senior Vice President & Chief Accounting Officer (Principal Accounting Officer)
Melissa M. LaForge
/s/ Pamela L. Carter		Chair of the Board of Directors
Pamela L. Carter
/s/ Mayank M. Ashar		Director
Mayank M. Ashar
/s/ Guardie E. Banister Guardie E. Banister		Director
/s/ Susan M. Cunningham Susan M. Cunningham		Director
/s/ Jason B. Few Jason B. Few		Director
/s/ Teresa S. Madden Teresa S. Madden		Director
/s/ Stephen S. Poloz Stephen S. Poloz		Director
/s/ S. Jane Rowe S. Jane Rowe		Director
/s/ Dan C. Tutcher Dan C. Tutcher		Director
/s/ Steven W. Williams Steven W. Williams		Director

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 18, 2023.

 

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 Houston, State of Texas, United States, on August 18, 2023.

 

Exhibit 4.5

Execution Copy

ENBRIDGE EMPLOYEE SERVICES, INC.

PENSION ADMINISTRATION COMMITTEE

ACTION IN WRITING

Pursuant to Section 10.2 of the Enbridge Employee Services, Inc. Employees’ Savings Plan, the Enbridge Employee Services, Inc. Pension Administration Committee (the “Committee”) adopted the following resolutions at a meeting of the Committee duly held on the 10^th day of December 2019, at which a quorum was present.

APPROVAL OF THE FIRST AMENDMENT TO THE

ENBRIDGE EMPLOYEE SERVICES, INC. EMPLOYEES’ SAVINGS PLAN

WHEREAS, Enbridge Employee Services, Inc. (the “Company”) sponsors and maintains the Enbridge Employee Services, Inc. Employees’ Savings Plan (the “Savings Plan”), as amended and restated effective January 1, 2019, for the benefit of its eligible employees and their beneficiaries; and

WHEREAS, pursuant to Section 10.2 of the Savings Plan, the Committee has the authority to amend the Savings Plan via the adoption of a resolution of the Committee, provided that the amendment is (a) non-material or (b) required in order to maintain the Savings Plan in compliance with changes in applicable law or regulation; and

WHEREAS, the Committee now desires to amend the Savings Plan, in the form set forth as the “First Amendment to the Enbridge Employee Services, Inc. Employees’ Savings Plan” (the “First Amendment”), as attached hereto as Exhibit A, and has determined that the First Amendment is non-material;

NOW THEREFORE, BE IT RESOLVED, that the Committee hereby approves, ratifies, confirms, and adopts the First Amendment, as set forth in Exhibit A hereto for review by the members of the Committee, and authorizes any one of the members of the Committee to execute the First Amendment; and

FURTHER RESOLVED, that the Committee hereby authorizes the members of the Committee, and each such member individually, to take whatever action that they, he or she may deem necessary or appropriate to effectuate the intent of the foregoing resolutions, including making non-material changes, additions or deletions to the First Amendment, or deferring or accelerating the effective date of the First Amendment or any provision therein, to the extent that such modification of the effective date does not conflict with applicable provisions of the Internal Revenue Code, and delivering a copy of the executed First Amendment to the Trustee for the Savings Plan.

[Signature page follows]

 

1

IN WITNESS WHEREOF the undersigned member of the Committee has executed this Action in Writing, on this 10^th day of December 2019.

 

 

2

EXHIBIT A

FIRST AMENDMENT TO THE

ENBRIDGE EMPLOYEE SERVICES, INC, EMPLOYEES’ SAVINGS PLAN

(AS AMENDED AND RESTATED GENERALLY EFFECTIVE JANUARY 1, 2019)

Pursuant to Section 10.2 of the Enbridge Employee Services, Inc. Employees’ Savings Plan, as amended (the “Savings Plan”), the Enbridge Employee Services, Inc. Pension Administration Committee (the “Committee”) has reviewed and approved this First Amendment at a meeting of the Committee that was duly called and held on the 10^th day of December 2019, at which a quorum was present.

1. Effective as of January 1, 2020, Section 8.12.3(e) of the Plan is hereby amended and replaced, in its entirety, with the following new Section 8.12.3(e):

(e) [RESERVED]

2. Effective as of January 1, 2020, Section 8.12.4 of the Plan is hereby amended and replaced, in its entirety, with the following new Section 8.12.4:

8.12.4. Automatic Rollover. Notwithstanding any provision in the Plan, including any provision in Subsection 8.12.3, to the contrary, in the event of a mandatory distribution in accordance with the provisions of Subsection 8.8.3, if the Participant does not elect to have such distribution paid directly to an eligible retirement plan specified by the Participant in a direct rollover in accordance with this Section 8.12, or to receive the distribution directly in accordance with Subsections 8.3.l, then the Plan Administrator will make the distribution in a direct rollover to an individual retirement plan designated by the Plan Administrator. To the extent that a Participant’s Account is subject to the automatic distribution requirements of this Section 8.12.4. the Participant’s Roth Contributions Account, and, if applicable, the Participant’s Roth Rollover Account, will be made in a direct rollover to a Roth IRA designated by the Plan Administrator.

As amended hereby, the Savings Plan is hereby specifically ratified and reaffirmed in its entirety.

To record this First Amendment, the undersigned member of the Committee and officer of Enbridge Employee Services, Inc., pursuant to the authorization of the Committee, hereby approves, ratifies, confirms and executes the First Amendment on this 10^th day of December 2019 to be effective as stated herein.

 

 

3

Exhibit 4.6

SECOND AMENDMENT TO THE

ENBRIDGE EMPLOYEE SERVICES, INC. EMPLOYEES’ SAVINGS PLAN

(AS AMENDED AND RESTATED GENERALLY EFFECTIVE JANUARY 1, 2019)

Pursuant to Section 10.2 of the Enbridge Employee Services, Inc. Employees’ Savings Plan, as amended (the “Savings Plan”), the U.S. Pension Administration Committee (the “Committee”) has reviewed and approved this Second Amendment at a meeting of the Committee that was duly called and held on the 23rd day of June 2020, at which a quorum was present.

CARES ACT

1. Article 2 of the Plan is amended to add the following new Section 2.1.13A immediately following Section 2.1.13:

2.1.13A “CARES Act” means the Coronavirus Aid, Relief, and Economic Security Act of 2020, as amended.

2. Article 2 of the Plan is amended to add the following new Section 2.1.45A immediately following Section 2.1.45:

2.1.45A “Qualified Participant” means a Participant who satisfies either of the requirements set forth below and who certifies the same in writing to the Administrator:

(a) The Participant or the Participant’s spouse or dependent is diagnosed with the virus SARS-CoV-2 or with coronavirus disease 2019 (COVID- 19) by a test approved by the U.S. Centers for Disease Control and Prevention; or

(b) The Participant experiences adverse financial consequences as a result of being quarantined, being furloughed or laid off or having work hours reduced due to such virus or disease, being unable to work due to lack of child care due to such virus or disease, closing or reducing hours of a business owned or operated by the Participant due to such virus or disease, or other factors as determined by the Secretary of the Treasury.

3. Section 8.9 of the Plan is amended to add the following new Section 8.9.8 at the end thereof:

8.9.8 Coronavirus-Related Distributions.

(a) Distribution. During the period commencing on January 1, 2020, and continuing through December 31, 2020, inclusive, a Qualified Participant may elect to take a “coronavirus-related distribution” as such term is defined in Section 2202(a) of the CARES Act from the vested portion of his Account. The maximum amount of any coronavirus-related distribution is $100,000 less the aggregate amount of all other coronavirus-related distributions taken by such Participant from this Plan and all other tax-qualified plans maintained by the Company and all Affiliates. The Administrator may rely on the Participant’s certification that he satisfies the criteria to be eligible for such a coronavirus-related distribution.

(b) Taxation. A coronavirus-related distribution taken by a Qualified Participant shall not be subject to the 10% excise tax for distributions before age 59¹⁄₂ and shall be taxable to the Qualified Participant over a three-year period in accordance with the income tax rules set forth in Section 2202(a) of the CARES Act.

(c) Repayment. Within the three-year period immediately following the distribution date of a coronavirus-related distribution, the Participant who received such distribution may make one or more repayments into his Account which, in the aggregate, do not exceed the amount of the coronavirus-related distribution. Any such repayment shall be treated as an eligible rollover distribution under section 402 of the Code.

4. Article 8 of the Plan is amended to add the following new Section 8.14 at the end thereof:

8.14 Suspension of Required Minimum Distributions for the 2020 Plan Year.

Notwithstanding the foregoing provisions of Section 8.13, the Required Minimum Distribution requirements under the Plan and Code Section 401(a)(9) shall be suspended for the 2020 Plan Year in accordance with Section 2203 of the CARES Act; provided, however, a Participant or Designated Beneficiary may affirmatively elect to receive a required minimum distribution for the 2020 Plan Year in accordance with procedures adopted by the Administrator. A Required Minimum Distribution for the 2021 Plan Year must be received not later than the date required under Code Section 401(a)(9), or such later date as may be prescribed in the CARES Act or subsequent legislation or other controlling authority, as determined by the Administrator. Notwithstanding the foregoing, if a Participant or Designated Beneficiary elected to receive a Required Minimum Distribution for a Plan Year prior to the 2020 Plan Year in annual installments, the annual installment for the 2020 Plan Year shall not be suspended, unless the Participant or Designated Beneficiary affirmatively elects to suspend such payment for the 2020 Plan Year in accordance with procedures adopted by the Administrator and in accordance with the CARES Act. Any distribution that would have been treated as a Required Minimum Distribution under the Plan and Code Section 401(a)(9) but for the application of this Section 8.14 shall be treated as an “eligible rollover distribution” as such term is defined in Subsection 8.12.2(d).

5. Addendum A of the Plan is amended to add the following new paragraphs at the end thereof:

Loans to Qualified Individuals. Notwithstanding the foregoing provisions of this Addendum A, with respect to any loan from this Plan that is outstanding to a Qualified Participant on or after March 27, 2020, and if so elected by a Qualified Participant: (1) any loan repayment that is due on or between March 27, 2020 and December 31, 2020, shall be delayed for a period of one year, with such delayed repayment to be adjusted for allocable interest; and (2) the period from March 27, 2020 through December 31, 2020 shall not be counted for purposes of determining the maximum term of the loan.

 

2

Notwithstanding the foregoing provisions of this Addendum A, with respect to a loan that is issued to a Qualified Participant during the period from March 27, 2020, through September 22, 2020, the maximum loan amount shall be an amount which does not exceed the lesser of: (1) $100,000, reduced by the excess (if any) of (i) the highest outstanding balance of loans from the Plan to the Participant during the one-year period ending on the day before the date on which such loan is made, over (ii) the outstanding balance of loans from the Plan to the Participant on the date on which such loan is made, or (2) 50% of the value of such Participant’s vested interest in his Plan Accounts on the date on which such loan is made.

As amended hereby, the Savings Plan is hereby specifically ratified and reaffirmed in its entirety.

To record this Second Amendment, the undersigned member of the Committee and officer of Enbridge Employee Services, Inc., pursuant to the authorization of the Committee, hereby approves, ratifies, confirms and executes the Second Amendment on this 21 day of July 2020, to be effective as stated herein.

 

 

3

Exhibit 4.7

THIRD AMENDMENT TO THE

ENBRIDGE EMPLOYEE SERVICES, INC. EMPLOYEES’ SAVINGS PLAN

(AS AMENDED AND RESTATED GENERALLY EFFECTIVE JANUARY 1, 2019)

Pursuant to Section 10.2 of the Enbridge Employee Services, Inc. Employees’ Savings Plan, as amended (the “Savings Plan”), the Enbridge U.S. Pension Administration Committee (the “Committee”) has reviewed and approved this Third Amendment at a meeting of the Committee that was duly called and held on the 26^th day of August 2020, at which a quorum was present.

SECURE Act

Changes to Required Beginning Date and Distributions to Beneficiaries

1. Effective as of January 1, 2020, Subsection 8.3.1(b) of the Plan is hereby amended and replaced, in its entirety, with the following new Subsection 8.3.1(b):

(b) In two or more installments over such period of time as the Participant or Beneficiary will determine, but not extending beyond the permissible period for distributing benefits as set forth in Section 8.13. In the event distribution in installments is selected, any undistributed funds will remain in the Trust to be invested by the Trustee (pursuant to the Participant’s investment election). After the adjustment of Accounts required or permitted by Article 7 has been made, the vested balance of the Participant’s or Beneficiary’s Account will be divided by the number of installments remaining to be paid in order to determine the amount of each installment to be paid until the next adjustment of Accounts under Article 7 occurs; provided, however, that installments paid prior to the date by which distributions must commence under Subsection 8.8.2 will not be subject to a minimum distribution requirement; or

2. Effective as of January 1, 2020, Section 8.8.2 of the Plan is hereby amended and replaced, in its entirety, with the following new Section 8.8.2:

8.8.2 Required Minimum Distribution. Distribution of all benefits attributable to a Participant’s Account must commence in accordance with the requirements of Code Section 401(a)(9) and Section 8.13 of this Plan.

3. Effective as of January 1, 2020, Section 8.13 of the Plan is hereby amended and replaced, in its entirety, with the following new Section 8.13:

8.13 Minimum Distribution Requirements. The provisions of this Section 8.13 apply for purposes of determining required minimum distributions for calendar years that commence on or after January 1, 2020. Required minimum distributions that commenced before January 1, 2020, are governed by the terms of the Plan as then in effect. The requirements of this Section 8.13 will take precedence over any inconsistent provisions of the Plan. All distributions required under this Section 8.13 will be determined and made in accordance with Code Section 401(a)(9) and the Treasury Regulations issued thereunder, including the incidental death benefit distribution requirements of Code Section 401(a)(9)(G). Additional terms not otherwise defined in Article I are defined in Subsection 8.13.3.

Notwithstanding any other provision of the Plan, all benefits payable under the Plan shall be distributed, or commence to be distributed, in compliance with the following provisions. Unless the Participant’s interest is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the Required Beginning Date, as of the first Distribution Calendar Year distributions will be made in accordance with Subsections 8.13.1 and 8.13.2. If the Participant’s interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of Code Section 401(a)(9) and the Treasury regulations.

8.13.1 Distributions to Participant. The Participant’s entire interest will be distributed, or begin to be distributed, to the Participant no later than the Participant’s Required Beginning Date. During the Participant’s lifetime, the minimum amount that will be distributed for each Distribution Calendar Year is the lesser of: (i) the quotient obtained by dividing the Participant’s Account Balance by the distribution period in the Uniform Lifetime Table set forth in Section 1.401(a)(9)-9 of the Treasury regulations, using the Participant’s age as of the Participant’s birthday in the Distribution Calendar Year; or (ii) if the Participant’s sole Designated Beneficiary for the Distribution Calendar Year is the Participant’s spouse, the quotient obtained by dividing the Participant’s Account Balance by the number in the Joint and Last Survivor Table set forth in Section 1.401(a)(9)-9 of the Treasury regulations, using the Participant’s and spouse’s attained ages as of the Participant’s and spouse’s birthdays in the Distribution Calendar Year.

Required minimum distributions will be determined under this Subsection 8.13.1 beginning with the first Distribution Calendar Year and up to and including the Distribution Calendar Year that includes the Participant’s date of death.

The required minimum distribution for the Participant’s first Distribution Calendar Year will be made on or before the Participant’s Required Beginning Date. The required minimum distribution for other Distribution Calendar Years, including the required minimum distribution for the Distribution Calendar Year in which the Participant’s Required Beginning Date occurs, will be made on or before December 31 of that Distribution Calendar Year.

8.13.2 Distributions to Beneficiary.

(a) Beneficiary is a Surviving Spouse. If the Participant’s surviving spouse is the Participant’s sole Designated Beneficiary, then distribution of the Participant’s interest to the surviving spouse will begin by December 31 of the calendar year next following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 72, if later, and the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s Account balance by:

 

2

(i) if the Participant died before the date that distributions begin, the remaining Life Expectancy of the surviving spouse; or

(ii) if the Participant died on or after the date that distributions begin, the longer of the remaining Life Expectancy of the Participant or the remaining Life Expectancy of the Participant’s surviving spouse.

(b) Beneficiary is an Eligible Child Beneficiary. If the Participant’s Designated Beneficiary is an Eligible Child Beneficiary, distribution of the Participant’s entire interest to the Eligible Child Beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, and will be completed by no later than the tenth anniversary of the date that the Eligible Child Beneficiary reaches the age of majority within the meaning of Code Section 401(a)(9)(F).

(c) Beneficiary is an Eligible Designated Beneficiary other than a Surviving Spouse or Eligible Child Beneficiary. If an Eligible Designated Beneficiary other than a surviving spouse or Eligible Child Beneficiary is the Participant’s sole Designated Beneficiary, then distribution of the Participant’s interest to the Eligible Designated Beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, and the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s Account balance by:

(i) if the Participant died before the date that distributions begin, the remaining Life Expectancy of the Eligible Designated Beneficiary; or

(ii) if the Participant died on or after the date that distributions begin, the longer of the remaining Life Expectancy of the Participant or the remaining Life Expectancy of the Participant’s Eligible Designated Beneficiary.

(d) Beneficiary is Designated Beneficiary and not an Eligible Designated Beneficiary. If the Participant’s Beneficiary is a Designated Beneficiary, but is not an Eligible Designated Beneficiary, then distribution of the Participant’s entire interest to the Designated Beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died and will be completed by no later than the tenth anniversary of the date of the Participant’s death.

(e) Beneficiary is not a Designated Beneficiary. If there is no Designated Beneficiary as of September 30 of the year after the year of the Participant’s death, distribution of the Participant’s entire interest will be completed by no later than December 31 of the calendar year containing the fifth anniversary of the Participant’s death.

 

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(f) Death of Designated Beneficiary Before Distributions Begin. If the Participant’s Designated Beneficiary dies after the Participant but before distributions to the Designated Beneficiary begin, distribution of the Participant’s interest shall begin by December 31 of the calendar year immediately following the calendar year in which the Participant died and shall be completed as follows:

(i) within 10 years from the date of the Participant’s death to any beneficiary designated by the Designated Beneficiary who is an individual;

(ii) by December 31 of the calendar year containing the fifth anniversary of the Participant’s death to any beneficiary designated by the Designated Beneficiary that is not an individual; or

(iii) by December 31 of the calendar year containing the fifth anniversary of the Participant’s death to the estate of the Designated Beneficiary if no beneficiary was designated by such Designated Beneficiary.

(g) For purposes of Subsections 8.13.2(a) and 8.13.2(c):

(i) The Participant’s remaining Life Expectancy is calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.

(ii) The remaining Life Expectancy of the surviving spouse is calculated for each Distribution Calendar Year after the year of the Participant’s death using the surviving spouse’s age as of the spouse’s birthday in that year. For Distribution Calendar Years after the year of the surviving spouse’s death, the remaining Life Expectancy of the surviving spouse is calculated using the age of the surviving spouse as of the spouse’s birthday in the calendar year of the spouse’s death, reduced by one for each subsequent calendar year.

(iii) The Eligible Designated Beneficiary’s remaining Life Expectancy is calculated using the age of the Beneficiary in the year following the year of the Participant’s death, reduced by one for each subsequent year.

For purposes of this Subsection 8.13.2, unless Subsection 8.13.2(a)(i) applies, distributions are considered to begin on the Participant’s Required Beginning Date. If Subsection 8.13.2(a)(i) applies, distributions are considered to begin on the date that distributions are required to begin to the surviving spouse under Subsection 8.13.2(a).

If distributions under an annuity purchased from an insurance company irrevocably commence to the Participant before the Participant’s Required Beginning Date, or to the Participant’s surviving spouse before the date distributions are required to begin to the surviving spouse under Subsection 8.13.2(a), the date that distributions are considered to begin is the date distributions actually commence.

 

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8.13.3 Definitions.

(a) “Designated Beneficiary” means the individual who is designated as the Beneficiary under Section 8.5 and is the designated beneficiary under Code Section 401(a)(9) and Section 1.401(a)(9)-4, Q&A-1, of the Treasury Regulations.

(b) “Distribution Calendar Year” means a calendar year for which a minimum distribution is required. For distributions beginning before the Participant’s death, the first Distribution Calendar Year is the calendar year immediately preceding the calendar year which contains the Participant’s Required Beginning Date. For distributions beginning after the Participant’s death, the first Distribution Calendar Year is the calendar year in which distributions are required to begin under Subsection 8.13.2. The required minimum distribution for the Participant’s first Distribution Calendar Year will be made on or before the Participant’s Required Beginning Date. The required minimum distribution for other Distribution Calendar Years, including the required minimum distribution for the Distribution Calendar Year in which the Participant’s Required Beginning Date occurs, will be made on or before December 31 of that Distribution Calendar Year.

(c) “Eligible Child Beneficiary” means a child of the Participant who has not reached majority within the meaning of Code Section 401(a)(9)(F) at the time of the Participant’s death.

(d) “Eligible Designated Beneficiary” means a Designated Beneficiary who is an eligible designated beneficiary under Code Section 401(a)(9)(E), including (A) the surviving spouse of the Participant; (B) Eligible Child Beneficiary; (C) an individual who is disabled within the meaning of Code Section 72(m)(7); (D) an individual who is chronically ill within the meaning of Code Section 7702B(c)(2) in accordance with the requirements of Code Section 401(a)(9)(E)(IV); or (E) any other individual who is not more than 10 years younger than the Participant.

(e) “Life Expectancy” means the life expectancy as computed by use of the Single Life Table in Section 1.401(a)(9)-9 of the Treasury regulations.

(f) “Participant’s Account Balance” means the Account balance as of the last Accounting Date in the calendar year immediately preceding the Distribution Calendar Year (valuation calendar year) increased by the amount of any Contributions made and allocated or forfeitures allocated to the Account balance as of dates in the valuation calendar year after the Accounting Date and decreased by distributions made in the valuation calendar year after the Accounting Date. The Account balance for the valuation calendar year includes any amounts rolled over or transferred to the Plan either in the valuation calendar year or in the Distribution Calendar Year if distributed or transferred in the valuation calendar year.

 

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(g) Required Beginning Date.

(i) With respect to a Participant who attained age 70¹⁄₂ before January 1, 2020, “Required Beginning Date” means April 1 of the calendar year following the later of the calendar year during which the Participant retires or the calendar year in which the Participant attains age 70¹⁄₂, except that if a Participant is a five percent owner within the meaning of Code Section 416(i) at any time during the Plan Year ending with or within the calendar year in which the Participant attains age 70¹⁄₂, the Participant’s Required Beginning Date is April 1 of the calendar year next following the calendar year in which the Participant attains age 70¹⁄₂.

(ii) With respect to a Participant who attains age 70¹⁄₂ on or after January 1, 2020, “Required Beginning Date” means April 1 of the calendar year following the later of the calendar year during which the Participant retires or the calendar year in which the Participant attains age 72, except that if a Participant is a five percent owner within the meaning of Code Section 416(i) at any time during the Plan Year ending with or within the calendar year in which the Participant attains age 72, the Participant’s Required Beginning Date is April 1 of the calendar year next following the calendar year in which the Participant attains age 72.

As amended hereby, the Savings Plan is hereby specifically ratified and reaffirmed in its entirety.

To record this Third Amendment, the undersigned member of the Committee and officer of Enbridge Employee Services, Inc., pursuant to the authorization of the Committee, hereby approves, ratifies, confirms and executes the Third Amendment on this 31 day of August 2020, to be effective as stated herein.

 

 

6

Exhibit 4.8

FOURTH AMENDMENT TO THE

ENBRIDGE EMPLOYEE SERVICES, INC. EMPLOYEES’ SAVINGS PLAN

(AS AMENDED AND RESTATED GENERALLY EFFECTIVE JANUARY 1, 2019)

Pursuant to Section 10.2 of the Enbridge Employee Services, Inc. Employees’ Savings Plan, as amended (the “Savings Plan”), the Enbridge U.S. Pension Administration Committee (the “Committee”) has reviewed and approved this Fourth Amendment at a meeting of the Committee that was duly called and held on the 26th day of August 2020, at which a quorum was present.

1. Effective as of January 1, 2020, the second paragraph of Section 4.5.1 of the Plan is hereby amended and replaced, in its entirety, with the following new second paragraph of Section 4.5.1:

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 in accordance with Treasury Regulations Section 1.401(k)-2(b)(2)(iii). For purposes of the preceding sentence, the “largest amount” is determined after distribution of any Excess Contributions or Excess Aggregate Contributions.

2. Effective as of January 1, 2020, the third paragraph of Section 4.5.1 of the Plan is hereby amended and replaced, in its entirety, with the following new third paragraph of Section 4.5.1:

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. For Plan Years beginning on or after January 1, 2008, the income allocable to Excess Contributions is equal to the allocable gain or loss through the end of the Plan Year.

As amended hereby, the Savings Plan is hereby specifically ratified and reaffirmed in its entirety.

To record this Fourth Amendment, the undersigned member of the Committee and officer of Enbridge Employee Services, Inc., pursuant to the authorization of the Committee, hereby approves, ratifies, confirms and executes the Fourth Amendment on this 31 day of August 2020, to be effective as stated herein.

 

 

2

Exhibit 4.9

FIFTH AMENDMENT TO THE

ENBRIDGE EMPLOYEE SERVICES, INC. EMPLOYEES’ SAVINGS PLAN

(AS AMENDED AND RESTATED GENERALLY EFFECTIVE JANUARY 1, 2019)

Pursuant to Section 10.2 of the Enbridge Employee Services, Inc. Employees’ Savings Plan, as amended (the “Savings Plan”), the U.S. Pension Administration Committee (the “Committee”) has reviewed and approved this Fifth Amendment via the unanimous written consent of all of its members.

1. Effective as of January 1, 2021, Section 5.1 of the Plan is hereby amended to add the following new Section 5.1(g) at the end thereof:

(g) To the extent that the Committee has appointed an Independent Fiduciary in accordance with Section 9.9, the authority of the Committee under this Section 5.1, as it relates to the Stock Fund, is delegated to the Independent Fiduciary which shall have the sole and exclusive authority and responsibility on behalf of the Plan to exercise such authority with respect to the Stock Fund.

2. Effective as of January 1, 2021, Article 6 of the Plan is hereby amended and replaced, in its entirety, with the following new Article 6:

ARTICLE 6

VOTING OF STOCK.

All shares of Stock held in the Plan shall be voted by the Funding Agent in accordance with the instructions of the Participants beneficially owning such shares, unless the Independent Fiduciary (or in the absence of an Independent Fiduciary, the Committee) otherwise instructs the Funding Agent with regard to the voting of said shares. The Independent Fiduciary (or in the absence of an Independent Fiduciary, the Committee) shall establish rules for the voting of said shares in order to maintain confidentiality and accountability.

3. Effective as of January 1, 2021, Article 9 of the Plan is hereby amended to add the following Section 9.9 at the end thereof:

Section 9.9 Independent Fiduciary. The Committee may, in its sole discretion, appoint an independent fiduciary (“Independent Fiduciary”), who must be an investment manager within the meaning of section 3(38) of ERISA, with the sole and exclusive authority and responsibility on behalf of the Plan to exercise all authority to:

(a) Determine whether acquiring or holding Stock in the Plan is consistent with the ERISA, and, if not consistent with ERISA, to determine whether to:

(i) Prohibit or limit the Plan from further purchases or holdings of Stock (for example, as a percentage of a Participant’s Account), and in the event of such prohibition or limitation, to designate, as necessary, an alternative investment fund for the investment of the proceeds or contributions pending further investment directions from the Participants and Beneficiaries;

(ii) Liquidate some or all of the Plan’s holdings in the Stock Fund, determine how such liquidation should be accomplished and in the event of such liquidation, to designate, as necessary, an alternative investment fund for the investment of the proceeds or contributions pending further investment directions from the Participants and Beneficiaries; or

(iii) Terminate the availability of the Stock Fund as an investment option under the Plan on such terms and conditions as the Independent Fiduciary shall deem prudent and in the interests of the Participants and Beneficiaries (and notwithstanding any Participant or Beneficiary investment directions to the contrary), including the determination of the manner and timing of termination of the Stock Fund and orderly liquidation of its assets and designation of an alternative investment fund for the investment of the proceeds or contributions pending further investment directions from the Participants and Beneficiaries;

(b) Manage (including the power to direct the acquisition and disposition for investment purposes) any and all assets of the Stock Fund; provided that in managing the Stock Fund, the Independent Fiduciary shall follow the directions of Participants and Beneficiaries with respect to the transfer of assets into or out of the Stock Fund and shall maintain the Stock Fund invested exclusively in shares of stock of the Company (other than for the purpose of maintaining sufficient liquidity). Notwithstanding the foregoing, to the extent that the Independent Fiduciary determines that following such instructions are inconsistent with its duties as a fiduciary with respect to the Plan under ERISA (other than the duty of diversification), the Independent Fiduciary shall have the power to invest the assets of the Stock Fund in such other investments as it deems prudent under the circumstances and shall not be obligated to follow such instructions;

(c) Instruct the Funding Agent or its designee as necessary to carry out its duties and responsibilities hereunder; and

(d) Serve as the fiduciary responsible for ensuring the confidentiality of the proxy voting process.

Upon such appointment, the Committee shall not be liable for the responsibilities and acts of the Independent Fiduciary. An Independent Fiduciary may be removed by the Committee at any time and within its sole discretion;

 

2

As amended hereby, the Savings Plan is hereby specifically ratified and reaffirmed in its entirety.

To record this Fifth Amendment, the undersigned member of the Committee and officer of Enbridge Employee Services, Inc., pursuant to the authorization of the Committee, hereby approves, ratifies, confirms and executes the Fifth Amendment on this 3 day of March 2021, to be effective as of January 1, 2021.

 

 

3

Exhibit 4.10

SIXTH AMENDMENT TO THE

ENBRIDGE EMPLOYEE SERVICES, INC. EMPLOYEES’ SAVINGS PLAN

(AS AMENDED AND RESTATED GENERALLY EFFECTIVE JANUARY 1, 2019)

Pursuant to Section 10.2 of the Enbridge Employee Services, Inc. Employees’ Savings Plan, as amended (the “Savings Plan”), the Enbridge U.S. Pension Administration Committee (the “Committee”) has reviewed and approved this Sixth Amendment at a meeting of the Committee that was duly called and held on the 6^th day of April 2021, at which a quorum was present.

Effective as of April 1, 2021 (the “Effective Date”), Section 8.3.1(c) of the Plan is hereby amended and replaced, in its entirety, with the following new Section 8.3.1(c):

(c) In two or more partial withdrawals, at the election of the Participant or Beneficiary. Each partial withdrawal shall be in an amount that is not less than $1,000.

As amended hereby, the Savings Plan is hereby specifically ratified and reaffirmed in its entirety.

To record this Sixth Amendment, the undersigned member of the Committee and officer of Enbridge Employee Services, Inc., pursuant to the authorization of the Committee, hereby approves, ratifies, confirms and executes this Sixth Amendment on this 13 day of April 2021, to be effective as of the Effective Date.

 

Exhibit 4.11

SEVENTH AMENDMENT TO THE

ENBRIDGE EMPLOYEE SERVICES, INC. EMPLOYEES’ SAVINGS PLAN

(AS AMENDED AND RESTATED GENERALLY EFFECTIVE JANUARY 1, 2019)

Pursuant to Section 10.2 of the Enbridge Employee Services, Inc. Employees’ Savings Plan, as amended (the “Savings Plan”), the Enbridge U.S. Pension Administration Committee (the “Committee”) has reviewed and approved this Seventh Amendment at a meeting of the Committee that was duly called and held on the 7th day of December 2021, at which a quorum was present.

SECURE Act: Add Qualified Birth or Adoption Distribution

1. Effective as of March 1, 2022, Section 2.1 of the Plan is hereby amended to add the following new Subsections 2.1.62 and 2.1.63 to the end thereof:

2.1.62 “Qualified Birth or Adoption Distribution” has the meaning given to it in Subsection 8.9.9(e).

2.1.63 “Qualified Birth or Adoption Repayment” has the meaning given to it in Subsection 8.9.9(e).

2. Effective as of March 1, 2022, Article 4 of the Plan is hereby amended to add the following new Section 4.9 to the end thereof:

4.9 Qualified Birth or Adoption Repayment. Subject to the limitations of this Section 4.9, a Participant who receives a Qualified Birth or Adoption Distribution pursuant to Subsection 8.9.9 may make one or more Qualified Birth or Adoption Repayments which, in the aggregate, do not exceed the amount of such Qualified Birth or Adoption Distribution. To be eligible to make a Qualified Birth or Adoption Repayment, the Participant must be eligible to contribute to the Plan under Section 4.1 at the time the Qualified Birth or Adoption Repayment is made. If a Participant elects to make a Qualified Birth or Adoption Repayment, then the Participant is treated as having received the Qualified Birth or Adoption Distribution as an eligible rollover distribution under Code Section 402(c)(4), and as having transferred the amount of the Qualified Birth or Adoption Repayment to the Plan in a direct trustee-to-trustee transfer within 60 days of the distribution.

This Section 4.9 shall be interpreted and administered in accordance with the requirements of Code Section 72(t)(2)(H)(v) and any authoritative guidance issued thereunder.

3. Effective as of March 1, 2022, Section 8.9 of the Plan is hereby amended to add the following new Subsection 8.9.9 to the end thereof:

8.9.9 Qualified Birth or Adoption Distributions.

(a) While in the employ of the Company or other Affiliate, a Participant may make a withdrawal from the vested portion of his Account of an amount not to exceed the Qualified Birth or Adoption Distribution Limit within the one-year period beginning on the date on which (i) a child of the Participant is born or (ii) the legal adoption by the individual of an Eligible Adoptee is finalized.

(b) To be eligible to receive a Qualified Birth or Adoption Distribution, a Participant must (i) present such evidence of an eligible birth or adoption as may be required by the Committee, or its delegate and (ii) certify to the Committee, or its delegate, that the Participant will include the name, age, and taxpayer identification number of such child or Eligible Adoptee on the taxpayer’s federal income tax return for the taxable year of the Qualified Birth or Adoption Distribution.

(c) A Participant who receives a Qualified Birth or Adoption Distribution is eligible to make a Qualified Birth or Adoption Repayment in accordance with the requirements of Section 4.9.

(d) A Participant may roll over all or a portion of a Qualified Birth or Adoption Distribution to another Applicable Eligible Retirement Plan that (1) is an individual retirement plan of which the Participant is a beneficiary and (2) will accept such a rollover contribution. Any such rollover shall be treated as an eligible rollover distribution that was transferred into the Applicable Eligible Retirement Plan as a direct trustee-to-trustee transfer within 60 days of the distribution.

(e) Definitions.

(i) “Applicable Eligible Retirement Plan” means an “eligible retirement plan” as defined in Code Section 402(c)(8)(B) other than a defined benefit plan.

(ii) “Eligible Adoptee” means any individual (other than a child of the Participant’s spouse) who has not attained age 18 or is physically or mentally incapable of self-support.

(iii) “Qualified Birth or Adoption Distribution” means a withdrawal made by a Participant pursuant to Subsection 8.9.9(a).

(iv) “Qualified Birth or Adoption Distribution Limit” means $5,000 reduced by any other qualified birth or adoption distributions relating to the same child or Eligible Adoptee that are received by the Participant under this Plan or any other tax-qualified retirement plan maintained by the Company or an Affiliate.

(v) “Qualified Birth or Adoption Repayment” means a repayment to the Plan of all or a portion of a Qualified Birth or Adoption Distribution that was received from the Plan in accordance with Subsection 8.9.9.

 

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This Subsection 8.9.9 shall be interpreted and administered in accordance with the requirements of Code Section 72(t)(2)(H)(v) and any authoritative guidance issued thereunder.

Treasury Regulations: Add Hardship Distributions for FEMA Disasters

4. Effective as of January 1, 2021, Subsection 8.9.3(a)(vi) of the Plan is hereby amended to remove the word “and” at the end thereof.

5. Effective as of January 1, 2021, Subsection 8.9.3(a)(vii) of the Plan is renumbered as Subsection 8.9.3(a)(viii).

6. Effective as of January 1, 2021, Subsection 8.9.3(a) of the Plan is amended to add the following new Subsection 8.9.3(a)(vii) therein:

(vii) Expenses and losses (including loss of income) incurred by the Participant on account of a disaster declared by the Federal Emergency Management Agency (FEMA) under the Robert T. Stafford Disaster Relief and Emergency Assistance Act, Public Law 100-707, provided that the Participant’s principal residence or principal place of employment at the time of the disaster was located in an area designated by FEMA for individual assistance with respect to the disaster; or

Permit Withdrawals as Fixed Dollar Installments

7. Effective as of January 1, 2021, Subsection 8.3.1(b) of the Plan is amended and replaced, in its entirety, with the following new Subsection 8.3.1(b):

(b) In two or more installments over such period of time as the Participant or Beneficiary will determine, but not extending beyond the permissible period for distributing benefits as set forth in Section 8.13. In the event distribution in installments is selected, any undistributed funds will remain in the Trust to be invested by the Trustee (pursuant to the Participant’s investment election). The Participant or Beneficiary may elect to have such installments paid as (i) a fixed dollar amount for each installment period, subject to the minimum amount required to be distributed under the requirements of Code Section 401(a)(9), or (ii) on a percentage basis over a fixed installment period, such that after the adjustment of Accounts required or permitted by Article 7 has been made, the vested balance of the Participant’s or Beneficiary’s Account will be divided by the number of installments remaining to be paid in order to determine the amount of each installment to be paid until the next adjustment of Accounts under Article 7 occurs; provided, however, in either case, installments paid prior to the date by which distributions must commence under Subsection 8.8.2 will not be subject to a minimum distribution requirement; or

 

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Permit Cancellation or Modification of Installment Election

8. Effective as of January 1, 2021, Subsection 8.3.1(d) of the Plan is amended and replaced, in its entirety, with the following new Subsection 8.3.1(d):

(d) In a combination of the methods specified in paragraphs (a), (b) or (c). In the event that a Participant or Beneficiary elects to receive a distribution in installments pursuant to paragraph (b), above, the Participant or Beneficiary may, at any time, prospectively revoke such election and/or elect a different form of distribution or a different form of installment payment; provided, however, that such revocation and/or new election complies with the requirements of Code Section 401(a)(9).

Eliminate 90 Day Distribution Requirement

9. Effective as of January 1, 2021, Subsection 8.8.4 of the Plan is amended and replaced, in its entirety, with the following new Subsection 8.8.4:

8.8.4 Deceased Participants. In the case of a deceased Participant, the vested portion of his Account will be distributed to his Beneficiary as soon as administratively practicable following the Participant’s date of death, but in no event later than is required under Code Section 401(a)(9). A Beneficiary who is the Participant’s surviving spouse may elect to defer the distribution, subject to the rules of Section 8.4 relating to commencement of death benefits, but no later than the first anniversary of the Participant’s death.

Eliminate Requirement to Withdraw

Pre-1984 After-Tax Employee Contributions Account Before

1984-1986 Company Matching Contributions Account

10. Effective as of January 1, 2021, Subsection 8.9.2 of the Plan is amended and replaced, in its entirety, with the following new Subsection 8.9.2:

8.9.2 Withdrawal from 1984-1986 Company Matching Contributions Account. To the extent of the balance in his 1984-1986 Company Matching Contributions Account, a Participant shall have the option to withdraw in cash or in kind from his 1984-1986 Company Matching Contributions Account. This withdrawal may only be exercised by a Participant with five (5) or more years of Service. The frequency and procedures for withdrawal are subject to the same rules as are applicable to Subsection 8.9.1.

 

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Permit Age 59¹⁄₂ Withdrawals from All Contribution Sources

11. Effective as of January 1, 2021, Subsection 8.9.6 of the Plan is amended and replaced, in its entirety, with the following new Subsection 8.9.6:

8.9.6 Withdrawals at Age 59¹⁄₂. Upon reaching age 59¹⁄₂, a Participant may make withdrawals from his vested Accounts during his employment at any time and for any reason. Such a withdrawal will be made on a pro-rata basis across all of his Accounts.

Eliminate Timing Restrictions on

SE After-Tax Employee Contributions Account

12. Effective as of January 1, 2021, Subsection 8.9.7 of the Plan is amended and replaced, in its entirety, with the following new Subsection 8.9.7:

8.9.7 Special Withdrawal Rules for SE Participants.

(a) Prior SE ESOP/After-Tax Accounts. A Participant may withdraw all or part of his Prior ESOP Employee Account, Prior ESOP Company Account, and SE After-Tax Employee Contributions Account, at any time.

(b) SE Matching Contributions Account. A Participant may withdraw all or part of his SE Matching Contributions Account at any time following completion of an aggregate total of five (5) years of participation in the SE Plan and this Plan.

Recognize Prior Service with Moda Entities

13. Effective as of October 12, 2021, Schedule A to the Plan (“Recognized Service with Prior Employers”), is amended to add the following new Section at the end thereof:

 

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Moda Entities

Service with Moda Midstream Operating, LLC and Moda Ingleside Energy Center, LLC (“Moda Entities”), and any other service recognized by the 401(k) plan in which the Moda Entities participated in as of October 12, 2021, shall be recognized for each Employee listed in the schedule below, in accordance with Plan Subsection 2.1.32, by considering an Employee’s “Service Date” indicated for the Employee on the schedule as if said “Service Date” were his Employment Commencement Date with the Company.

[Omitted.]

As amended hereby, the Savings Plan is hereby specifically ratified and reaffirmed in its entirety.

To record this Seventh Amendment, the undersigned member of the Committee and officer of Enbridge Employee Services, Inc., pursuant to the authorization of the Committee, hereby approves, ratifies, confirms and executes this Seventh Amendment on this 7th day of December 2021, to be effective as of the Effective Date.

 

 

6

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Enbridge Inc. of our report dated February 10, 2023, relating to the financial statements and effectiveness of internal control over financial reporting of Enbridge Inc., which appears in Enbridge Inc.’s Annual Report on Form 10-K for the year ended December 31, 2022.

/s/ PricewaterhouseCoopers LLP

Chartered Professional Accountants

Calgary, Alberta

Canada

August 18, 2023

 

		Exhibit 23.2   CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM   We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated June 26, 2023, appearing in the Annual Report on Form 11-K of the Enbridge Employee Services, Inc. Employees’ Savings Plan for the year ended December 31, 2022.   /s/ McConnell & Jones LLP Houston, Texas August 18, 2023
4828 Loop Central Drive  Suite 1000  Houston, TX 77081  Phone: 713.968.1600  Fax: 713.968.1601
WWW.MCCONNELLJONES.COM

Exhibit 107

CALCULATION OF FILING FEE TABLE

Form S-8

(Form Type)

Enbridge Inc.

(Exact Name of Registrant as Specified in its Charter)

Newly Registered Securities

 

Security Type

Security Class Title

Fee Calculation Rule

Amount Registered(1)

Proposed Maximum Offering Price Per Unit(2)

Maximum Aggregate Offering Price

Fee Rate

Amount Of Registration Fee

Equity

Common Shares

Rule 457(c) and Rule 457 (h)

10,000,000

$34.72

$347,200,000

0.0001102

$38,261.44

Total Offering Amounts

$347,200,000

$38,261.44

Total Fee Offsets

Net Fee Due

$347,200,000

$38,261.44

(1) This registration statement (this “Registration Statement”) registers an aggregate of 10,000,000 common shares, without par value (“Common Shares”), of Enbridge Inc., a Canadian corporation (the “Registrant”). This Registration Statement also includes pursuant to Rule 416(a) of the Securities Act of 1933, an indeterminate number of additional shares of the Registrant’s Common Shares, without par value, which may be necessary to adjust the number of shares reserved for issuance pursuant to the Plan by reason of any share dividend, share split, recapitalization or any other similar transaction or anti-dilution or other adjustment provision of any applicable plan with securities registered herewith which results in an increase in the number of outstanding Common Shares. Pursuant to Rule 416(c) under the Securities Act, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Enbridge Employee Services, Inc. Employees’ Savings Plan (the “Plan”). Pursuant to Rule 457(h)(3) no registration fee is required to be paid in respect of such plan interests. A Registration Statement on Form S-8 has been filed previously on August 14, 2019 (Registration No. 333-233274) covering 6,100,000 Common Shares that may be offered or sold under the Plan. A Registration Statement on Form S-8 has been filed previously on November 16, 2020 (Registration No. 333-250121) covering 10,000,000 Common Shares that may be offered or sold under the Plan.

(2) Computed solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and 457(h) under the Securities Act on the basis of the average of the high and low prices per Common Share on the New York Stock Exchange on August 16, 2023.