ADOPTION AGREEMENT

By the execution of this Adoption Agreement the Plan Sponsor hereby [complete (a) or (b)]

(a)

adopts a new plan as of January 1, 2015      [month, day, year]

(b)

amends and restates its existing plan as of ________   [month, day, year] which is the Amendment Restatement Date. Except as otherwise provided in Appendix A, all amounts deferred under the Plan prior to the Amendment Restatement Date shall be governed by the terms of the Plan as in effect on the day before the Amendment Restatement Date.

Original Effective Date:                     [month, day, year]

Pre-409A Grandfathering:

 Yes

 No

Name:

Enable Midstream Partners, LP

Address:

Phone # :

(405 ###-###-####

EIN:

72-1252419

Fiscal Yr:

December 31

 Yes

 No

Enable Midstream Services, LLC

Name:

Enable Midstream Partners, LP

Address:

(a)

x

Employees [complete (i), (ii) or (iii)]

(i)

o

Eligible Employees are selected by the Employer.

(ii)

x

Eligible Employees are those employees of the Employer who satisfy the following criteria:

Management and highly compensated employees of an Employer who are selected from time to time by the Plan Sponsor. Only those employees selected by the Plan Sponsor before the beginning of a Plan Year (or after the beginning of a Plan Year as provided under section 4.01(b)(ii) of the Adoption Agreement) whose Compensation will or is expected to exceed the Code Section 401(a)(17) compensation limit will be permitted to make employee deferrals for the Plan Year. Employees whose Compensation for a Plan Year exceeds the Code Section 401(a)(17) Compensation limit and who were not selected before the beginning of a Plan Year may be selected by the Plan Sponsor to be eligible to receive Employer Contributions under section 5.01(b) of the Adoption Agreement for such Plan Year.

(iii)

o

Employees are not eligible to participate.

(b)

x

Directors [complete (i), (ii) or (iii)]

     

(i)

o

(ii)

x

Only Directors selected by the Employer are eligible to participate but only for purposes of making deferrals pursuant to Section 4.01(a)(iv).

(iii)

o

Directors are not eligible to participate.

(a)

o

Compensation is defined as:

     

     

     

     

     

(b)

x

(c)

x

Director Compensation is defined as:

Cash portion of Director Fees

     

     

(d)

o

(e)

o

Not Applicable.

Enable Midstream Partners LP Short Term Incentive Plan

     

     

     

     

o

Not Applicable.

(a) Salary

(b)

(c)

(a) Short Term Incentive Bonus

(b)

(c)

Annual Retainer

Meeting Fees

Other: Cash portion of Director Fees

0%

100%

1%

Other:

o

Does

x

Does Not

x

May

o

May Not

x

Will

o

Will Not

o

Participant contributions are not permitted under the Plan.

(A)

o

      [insert percentage] of the Compensation the Participant has elected to defer for the Plan Year

(B)

o

An amount determined by the Employer in its sole discretion

(C)

o

Matching Contributions for each Participant shall be limited to $      and/or      % of Compensation.

(D)

o

Other:

(E)

x

Not Applicable [Proceed to Section 5.01(b)]

(A)

o

Describe requirements:

     

     

(B)

o

Is selected by the Employer in its sole discretion to receive an allocation of Matching Contributions

(C)

o

No requirements

(A)

o

As of the last day of the Plan Year

(B)

o

At such times as the Employer shall determine in it sole discretion

(C)

o

At the time the Compensation on account of which the Matching Contribution is being made would otherwise have been paid to the Participant

(D)

o

Other:

     

(A)

o

(B)

x

An amount determined by the Employer in its sole discretion on Compensation in excess of the 401(a)(17) limit for the Plan Year

(C)

o

(D)

x

     

     

(E)

o

Not Applicable [Proceed to Section 6.01]

(A)

o

Describe requirements:

     

     

(B)

o

Is selected by the Employer in its sole discretion to receive an allocation of other Employer contributions

(C)

x

No requirements

(A)

o

As of the last day of the Plan Year

(B)

x

At such time or times as the Employer may determine in its sole discretion

(C)

o

Other:

o

Employer contributions are not permitted under the Plan.

(i)

All distributions shall commence in accordance with the following [choose one]:

(A)

o

As soon as administratively feasible following the distribution event but in no event later than the time prescribed by Treas. Reg. Sec. 1.409A-3(d).

(B)

x

(C)

o

Annually on specified month and day ______[insert month and day]

(D)

o

(ii)

The timing of distributions as determined in Section 6.01(a)(i) shall be modified by the adoption of:

(A)

x

(B)

o

Hold Until Next Year - Distribution events other than those based on Specified Date or Specified Age will be treated as not having occurred for twelve months from the date of the event if payment pursuant to Section 6.01(a)(i) will thereby occur in the next calendar year or on the first payment date in the next calendar year in all other cases.

(C)

o

Immediate Processing - The timing method selected by the Plan Sponsor under Section 6.01(a)(i) shall be overridden for the following distribution events [insert events]:

     

     

(D)

o

Not applicable.

(i)

o

Specified Date

(ii)

o

Specified Age

(iii)

x

Separation from Service

(iv)

o

Separation from Service plus 6 months

(v)

o

(vi)

o

Retirement

(vii)

o

Retirement plus 6 months

(viii)

o

(ix)

o

Disability

(x)

o

Death

(xi)

x

Change in Control

o

Monthly

o

Quarterly

x

Annually

EVENTS

o

Separation from Service

Lump sum

Installments

o

Lump sum

Installments

x

Death

Lump sum

Installments

o

Disability

Lump sum

Installments

o

Not Applicable

x

o

There are no involuntary cashouts.

o

Retirement shall be defined as a Separation from Service that occurs on or after the Participant [insert description of requirements]:

     

x

No special definition of Retirement applies.

x

Shall

o

Shall Not

o

Has

x

Has Not

o

(insert ‘100’ if there is immediate vesting)

o

Other:

     

o

Class year vesting applies.

x

Not applicable.

x

(insert ‘100’ if there is immediate vesting)

o

Other:

     

o

Class year vesting applies.

o

Not applicable.

(i)

o

Death

(ii)

o

Disability

(iii)

o

Change in Control

(iv)

o

Eligibility for Retirement

(v)

o

Other:     

     

(vi)

x

Not applicable.

o

Shall

o

Shall Not

     

     

     

(A)

o

The elapsed time method in Treas. Reg. Sec.  1.410(a)-7

(B)

o

The general method in DOL Reg. Sec. 2530.200b-1 through b-4

(C)

o

The Participant’s Years of Service credited under [insert name of plan]

(D)

o

Other:      

     

     

x

Not applicable.

o

Will

x

Will Not [if Unforeseeable Emergency withdrawals are not permitted, proceed to Section 9.01]

o

Will

o

Will Not

(a)

x

The Participant or his Beneficiary

(b)

o

The Employer

x

Does

o

Does Not

x

Reserves

o

Does Not Reserve

o

Shall

x

Shall Not

(a)

x

A change in the ownership of the Employer as described in Section 9.7(c) of the Plan.

(b)

x

A change in the effective control of the Employer as described in Section 9.7(d) of the Plan.

(c)

x

A change in the ownership of a substantial portion of the assets of the Employer as described in Section 9.7(e) of the Plan.

(d)

o

Not Applicable.