Enbridge Inc. Directors Compensation Plan dated February 14, 2018 Amended Effective February 12, 2019

As used herein, the following terms shall have the following meanings, respectively:

“Beneficiary” means any person(s) designated by a Director as indicated on the Designation of Beneficiary Form, to receive any cash amount or Shares under this Plan in the event of the Director’s death;

“Board” means the Board of Directors of the Corporation;

“Bonus Retainer” means a direct grant of DSUs to a Director in addition to such Director’s regular retainer.

“Canadian Election Form” means the election form required to be submitted by the Canadian Taxpayers to the Corporation;

“Canadian Taxpayer” means a Director whose income is subject to Canadian federal income taxation;

“Code” means the U.S. Internal Revenue Code of 1986, as amended;

“Comparator Group” has the meaning set forth in Section 4;

“Compensation” has the meaning set forth in Section 7;

“Corporation” means Enbridge Inc., and includes any successor corporation thereto;

“Deferred Stock Unit Account” has the meaning set forth in Subsection 9(a);

“Deferred Stock Units” or “DSUs” mean units credited to a Director in accordance with Subsection 9(b);

“Designation of Beneficiary Form” means the form attached hereto as Appendix “B”;

“Director” means a director of the Corporation;

“Dual-Taxed Member” means a Director that is both a U.S. Taxpayer and a Canadian Taxpayer;

“Estate” means the estate of a deceased Director;

“Governance Committee” means the Governance Committee of the Board;

“Market Value”, as of a particular day, means the weighted average of the trading price for one (1) Share on The Toronto Stock Exchange for the five (5) Trading Days immediately preceding that day;

“Payment Date” means the date on which Directors would normally receive payments of Compensation;

“Plan” means this Directors’ Compensation Plan effective January 1, 2018, as the same may be amended or varied from time to time;

“Retirement Date”, in respect of a Director, means the effective date on which the Director ceases to be a Director, for any reason whatsoever;

“Share” means a common share of the Corporation;

“Trading Day” means any day, other than a Saturday or Sunday, on which The Toronto Stock Exchange is open for trading;

“Trustee” means the trustee engaged by the Corporation for purposes of facilitating the payment of Share-based Compensation in accordance with Section 8.

“U.S. Election Form” means the election form required to be submitted by U.S. Taxpayers to the Corporation; and

“U.S. Taxpayer” means a Director whose income is subject to U.S. federal income taxation.

The Governance Committee will administer this Plan in its discretion. The Governance Committee shall have the power to interpret the provisions of this Plan and to make regulations and formulate administrative provisions for its implementation, and to make such changes in the regulations and administrative provisions as, from time to time, the Governance Committee deems proper and in the best interests of the Corporation. Such regulations and provisions may include the delegation to any Director(s) or any officer(s) of the Corporation of such administrative duties and powers of the Governance Committee as it may see fit.

The Board recognizes that Compensation is an important component of corporate governance and is committed to ensuring that the material terms of the compensation program are properly disclosed to shareholders and regulators.

This Plan applies to each individual while serving as a Director and, subject to Subsections 10(c), (d), (e), (f) and 11(a) (ii) and (iii), (c), (d) and (e), shall cease to apply on the Director’s Retirement Date.

The Board, on the recommendation of the Governance Committee, shall determine from time to time the amount of compensation to be paid to Directors (the “Compensation”) including, without limitation, amounts in respect of retainers (including the retainer for the Chair of the Corporation and Chairs of committees of the Board), Board meeting and committee meeting attendance fees, and any other amounts which the Board in its discretion considers to be appropriate. In addition, the Board shall determine the amount of expenses, if any, for which the Directors will be reimbursed.

The Board, on the recommendation of the Governance Committee, shall determine the portion(s), if any, of the Compensation that a Director may elect to receive by way of cash, Shares or Deferred Stock Units. Until revised by the Board, each Director and Chair of the Board will, subject to requirements of minimum share ownership criteria, as set out in Appendix “A”, elect to receive Compensation as

cash, Shares or Deferred Stock Units, in whole or in part, in increments of 5% (totalling 100% of the Compensation payable to such Director).

An account, to be known as a “Deferred Stock Unit Account”, shall be maintained by the Corporation for each Director and will show the number of Deferred Stock Units credited to a Director, to four (4) decimal places, from time to time.

In respect of any amount of Compensation payable to a Director in Deferred Stock Units, the number of Deferred Stock Units to be credited to that Director will be calculated by dividing the dollar amount of the quarterly Compensation payable to that Director in Deferred Stock Units on the Payment Date by the Market Value two (2) weeks prior to such date.

In addition to Subsection 9(b), whenever any cash dividend or other cash distribution is paid on the Shares, additional Deferred Stock Units will be credited to the Director’s Deferred Stock Unit Account. The number of such additional Deferred Stock Units will be calculated by dividing the aggregate dividends that would have been paid to such Director if the Deferred Stock Units in the Director’s Deferred Stock Unit Account had been Shares, by the Market Value of a Share on the date on which the dividends are paid on the Shares, less the amount of any discount then in effect

for the reinvestment of dividends under the Corporation’s Dividend Reinvestment and Share Purchase Plan.

Each Director shall fill out a Canadian Election Form indicating their elected compensation mix and deliver such Canadian Election Form to the Corporation on the dates set out above.

Except as provided in Subsection 10(e), the determined value of the Deferred Stock Units credited to the Deferred Stock Unit Account of a Director whose income is subject to Canadian income tax, net of required withholdings, shall be paid to that Director on a date to be agreed upon by that Director and the Corporation, provided that the payment date must be a date subsequent to the Retirement Date and may be no later than December 31 of the first calendar year commencing after that Retirement Date.

If no such payment date agreement is reached, pursuant to Subsection 10(c), the payment date will be December 31 of the first calendar year commencing after that Director’s Retirement Date.

be paid to his or her Beneficiary as soon as practicable after the Director’s death, provided that the payment shall be made no later than December 31 of the first calendar year commencing after that Director’s Retirement Date.

To determine the value of Deferred Stock Units for the purposes of a payment to a Director (or, where the Director has died, his or her Beneficiary or Estate, as the case may be) under Subsections 10(c), (d) or (e), a Deferred Stock Unit will be valued equal to the Market Value multiplied by the number of Deferred Stock Units (including fractional Units) credited to a Director’s Deferred Stock Unit Account on the following basis:

In the event of any merger, consolidation or other reorganization of the Corporation in which the Corporation is not the surviving or continuing corporation, all Deferred Stock Units granted hereunder and outstanding on the date of such reorganization shall be assumed by the surviving or continuing corporation. If, in the event of any such merger, consolidation or other reorganization, provision for such assumption satisfactory to an owner of a Deferred Stock Unit granted under this Plan is not made by the surviving or continuing corporation, such owner shall have distributed to him or her within sixty (60) days after the reorganization, in full satisfaction, cash in payment of the Market Value on the Trading Day immediately preceding the day of such reorganization.

Directors shall elect on or before December 31 of the calendar year immediately preceding the calendar year in which Compensation will be earned:

to any minimum amounts of cash, Shares or Deferred Stock Units as set out in Appendix “A”, be deemed to have elected 100% in cash;

Each Director shall fill out a U.S. Election Form indicating their elected compensation mix and payment date of their Deferred Stock Unit Account and deliver such U.S. Election Form to the Corporation. Such form shall be irrevocable.

Notwithstanding Subsection 11 (a), if the payment of a Director’s Deferred Stock Unit Account would be subject to taxation or penalties under Code Section 409A because the timing of such payment is not delayed as provided in Section 409A for a “specified employee,” then if the Director is (1) a U.S. Taxpayer and (2) a “specified employee” under Code Section 409A, any payment which that Director would otherwise be entitled to receive during the six (6) month period following the Director’s Retirement Date shall be delayed and paid within fifteen (15) days after the date that is six (6) months following the Director’s Retirement Date, or such earlier date upon which such amount can be paid under Code Section 409A without being subject to such taxation, such as upon that Director’s death.

To determine the value of Deferred Stock Units for the purposes of a payment to a Director (or, where the Director has died, his or her Beneficiary or Estate, as the case may be) under Subsections 11(a)(ii), (iii), (c) or (d), a Deferred Stock Unit will be valued equal to the Market Value multiplied by the number of Deferred Stock Units (including fractional Units) credited to a Director’s Deferred Stock Unit Account on the following basis:

In the event that a Director is both a U.S. Taxpayer and a Canadian Taxpayer at the time that the Director’s Deferred Stock Units become payable, the provisions of this Section 11(f) shall apply:

With respect to any Director who is a U.S. Taxpayer, the Corporation intends that this Plan shall comply with the applicable provisions of Code Section 409A, or an exemption from the application of Code Section 409A, in order to prevent the inclusion in the gross income of such Director of any deferred amount in a taxable year that is prior to the taxable year in which such amount would otherwise be distributed or made available to such Director under the terms of this Plan. This Plan shall be construed, interpreted and administered in a manner consistent with such intent. In furtherance of this intent, to the extent that any term of this Plan is ambiguous, such term shall be interpreted to comply with Code Section 409A, or an exemption from the application of Code Section 409A, as determined by the Corporation.

In the event of any merger, consolidation or other reorganization of the Corporation where the surviving or continuing corporation does not assume all of the Director’s Deferred Stock Units that are outstanding on the date of such reorganization, and such event constitutes a “change in control” of the Corporation within the meaning of Code Section 409A, then the surviving or continuing corporation shall distribute to the Director, within sixty (60) days after the closing date of such event, in complete satisfaction of all the rights of the Director under this Plan, cash in full payment of the Market Value of the Director’s Deferred Stock Units as valued as of the Trading Day immediately preceding the closing date of such event. In the event that the Director is a Dual-Taxed Member, this Section 11(h) shall apply and Section 10(g) shall be inapplicable.

All brokerage commissions and other transaction costs in respect of Share purchases made under Section 8 of this Plan shall be paid by the Corporation.

and the Corporation, its employees and agents shall bear no liability in connection with the payment of such taxes or the compliance with such disclosure requirements.

In the event that the outstanding Shares of the Corporation shall be increased or decreased, or changed into, or exchanged for a different number or kind of shares or other securities of the Corporation or another corporation, whether through a stock dividend, stock split, consolidation, recapitalization, amalgamation, reorganization, arrangement or other transaction, the Governance Committee or the Board may make appropriate adjustments to the number or kind of shares or securities upon which Deferred Stock Units are based under this Plan, and as regards Deferred Stock Units previously granted or to be granted pursuant to this Plan, in the number or kind of shares or securities upon which Deferred Stock Units are based and the purchase price therefor.

The appropriate adjustments in the number of Deferred Stock Units may be made by the Board in its discretion in order to give effect to the adjustments in the number of Shares of the Corporation resulting from the implementation and operation of the Shareholder Rights Plan Agreement originally dated as of November 9, 1995 and as amended from time to time.

Subject to applicable regulatory approval, the Board may revise, suspend or discontinue this Plan in whole or in part. No such revision, suspension, or discontinuance shall alter or impair the rights of a Director in respect of Deferred Stock Units or Shares previously granted or received under this Plan, without the consent of that Director.

The compensation available, and competitiveness of this Plan relative to the Comparator Group, will be reviewed:

This Plan is effective as of January 1, 2018, and may be amended from time to time. Commencing January 1, 2018, no new Shares or Deferred Stock Units shall be granted or received under any

previous “Directors’ Compensation Plan” for Enbridge Inc. Any Shares or Deferred Stock Units previously granted or received under such previous compensation plans shall continue without alteration, including any previous elected payment date made by a Director, or impairment of the rights of a Director with respect to such Compensation.

At the end of each year, the Governance Committee will review the record of attendance of Directors at Committee meetings and Board meetings. The Chair of the Governance Committee along with the Board Chair, at their discretion, will recommend to the Board appropriate penalties for non-attendance by Directors at Committee and Board meetings.

A per diem allowance of $1,500 U.S. shall be paid in cash to Directors who travel from their home state or province to a meeting in another state or province.

Effective January 1, 2016, Directors shall hold a personal investment in Shares and Deferred Stock Units of at least three (3) times the amount of the annual Board Retainer, expressed in Canadian currencyand be required to achieve such investment within five (5) years of joining the Board.