Obbligazione EnbridgeCorp 6.25% ( US29250NAW56 ) in USD

EnbridgeCorp

101.358 USD ▲

Canada

US29250NAW56 ( in USD )

6.25% per anno ( pagato 2 volte l'anno)

28/02/2078 ( La prossima data della call è 01/03/2028 )

Prospetto opuscolo dell'obbligazione Enbridge Inc US29250NAW56 en USD 6.25%, scadenza 28/02/2078

2 000 USD

850 000 000 USD

29250NAW5

BBB- ( Lower medium grade - Investment-grade )

N/A

01/03/2026 ( In 22 giorni )

Enbridge Inc. è una compagnia energetica canadese che opera nel trasporto e nello stoccaggio di petrolio greggio e gas naturale, nonché nella generazione di energia rinnovabile.

The Obbligazione issued by EnbridgeCorp ( Canada ) , in USD, with the ISIN code US29250NAW56, pays a coupon of 6.25% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 28/02/2078
The Obbligazione issued by EnbridgeCorp ( Canada ) , in USD, with the ISIN code US29250NAW56, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

424B5 1 a18-6284_3424b5.htm 424B5
Table of Contents

Filed pursuant to Rule 424(b)(5);
Registration No. 333-223094.

CALCULATION OF REGISTRATION FEE

Title of Each Class of
Proposed Maximum
Amount of
Securities to be Registered
Aggregate Offering Price
Registration Fee(1)(2)

Fixed-to-Floating Rate Subordinated Notes Series 2018-A due 2078
US$850,000,000
US$105,825

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.

(2)
Pursuant to Rule 457(p) under the Securities Act of 1933, as amended, US$730,170 was previously paid by the Registrant in connection

with the registration of unissued securities under the Registrant's F-10 shelf registration statement (File No. 333-220471), filed on
September 14, 2017 and under the Registrant's F-3 shelf registration statement (File No. 333-221507), filed on November 22, 2017, and has
been carried forward to the Registrant's S-3 shelf registration statement (File No. 333-223094), filed on February 20, 2018. The
US$105,825 filing fee with respect to the Fixed-to-Floating Rate Subordinated Notes Series 2018-A due 2078 offered and sold pursuant to
this registration statement is offset against those filing fees carried forward, and US$624,345 remains available for future registration fees.
No additional filing fee has been paid with respect to this offering.

Prospectus Supplement
February 26, 2018
(To Prospectus Dated February 16, 2018)

US$850,000,000

Enbridge Inc.

6.250% Fixed-to-Floating Rate Subordinated Notes Series 2018-A due 2078
Preference Shares, Series 2018-A Issuable Upon Automatic Conversion

We are offering US$850,000,000 aggregate principal amount of 6.250% Fixed-to-Floating Rate Subordinated Notes Series 2018-A due
2078 (the "Notes"). The Notes will mature on March 1, 2078 (the "Maturity Date"). We will pay interest on the Notes at a fixed rate of 6.250%
per year in equal semi-annual installments on March 1 and September 1 of each year until March 1, 2028, payable in arrears. Thereafter, we will
pay interest on the Notes on every March 1, June 1, September 1 and December 1 of each year during which the Notes are outstanding until
March 1, 2078 (each such semi-annual or quarterly date, as applicable, an "Interest Payment Date"). Starting on March 1, 2028, and on every
March 1, June 1, September 1 and December 1 of each year during which the Notes are outstanding thereafter until March 1, 2078 (each such date,
an "Interest Reset Date"), the interest rate on the Notes will be reset at an interest rate per annum equal to (i) starting on March 1, 2028, on every
Interest Reset Date until March 1, 2048, the three month LIBOR (as defined below) plus 3.641%, payable in arrears and (ii) starting on March 1,
2048, on every Interest Reset Date until March 1, 2078, the three month LIBOR plus 4.391%, payable in arrears. So long as no event of default has
occurred and is continuing, we may elect, at our sole option, to defer the interest payable on the Notes on one or more occasions for up to five
consecutive years (a "Deferral Period"). Deferred interest will accrue, compounding on each subsequent Interest Payment Date, until paid. No
Deferral Period may extend beyond the Maturity Date.

The Notes, including accrued and unpaid interest thereon, will be converted automatically (an "Automatic Conversion"), without the
consent of the holders thereof (the "Noteholders"), into shares of a newly-issued series of our preference shares, designated as Preference Shares,
Series 2018-A (the "Conversion Preference Shares") upon the occurrence of an Automatic Conversion Event (as hereinafter defined). As the events
that give rise to an Automatic Conversion are bankruptcy and related events, it is in our interest to ensure that an Automatic Conversion does not
occur, although the events that could give rise to an Automatic Conversion may be beyond our control. On or after March 1, 2028, we may, at our
option, redeem the Notes, in whole at any time or in part from time to time, on any Interest Payment Date at a redemption price equal to 100% of
the principal amount thereof, together with accrued and unpaid interest to, but excluding, the date fixed for redemption. Prior to the initial Interest
Reset Date and within 90 days of a Tax Event (as hereinafter defined), we may, at our option, redeem all (but not less than all) of the Notes at a
https://www.sec.gov/Archives/edgar/data/895728/000110465918013460/a18-6284_3424b5.htm[3/1/2018 2:00:25 PM]

redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest to, but excluding, the date fixed for
redemption. Prior to the initial Interest Reset Date and within 90 days of a Rating Event (as hereinafter defined), we may, at our option, redeem all
(but not less than all) of the Notes at a redemption price equal to 102% of the principal amount thereof, together with accrued and unpaid interest
to, but excluding, the date fixed for redemption.

See "Description of the Notes."

Table of Contents

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The enforcement by investors of civil liabilities under United States federal securities laws may be affected adversely by the fact
that we are incorporated and organized under the laws of Canada, that many of our officers and directors are residents of Canada, that
some of the experts named in this prospectus supplement or the accompanying prospectus are residents of Canada, and that a substantial
portion of our assets and said persons are located outside the United States.

Investing in the Notes involves risks. See "Risk Factors" beginning on page S-15 of this prospectus supplement.

Per Note
Total

Public offering price
100.000%
US$850,000,000

Underwriting commission
1.000%
US$8,500,000

Proceeds to us (before expenses)
99.000%
US$841,500,000

Interest on the Notes will accrue from March 1, 2018.

The underwriters expect to deliver the Notes to the purchasers in book-entry form through the facilities of The Depository Trust Company
and its direct and indirect participants, including Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme, on or about March 1, 2018.

Joint Book-Running Managers

Credit Suisse
Citigroup
Deutsche Bank Securities

Co-Managers

HSBC
MUFG
Wells Fargo Securities

S-2
Table of Contents

IMPORTANT NOTICE ABOUT INFORMATION IN
THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS

This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of the Notes we are
offering. The second part, the base shelf prospectus, gives more general information, some of which may not apply to the Notes we are offering.
The accompanying base shelf prospectus, dated February 16, 2018, is referred to as the "prospectus" in this prospectus supplement.
https://www.sec.gov/Archives/edgar/data/895728/000110465918013460/a18-6284_3424b5.htm[3/1/2018 2:00:25 PM]

We are responsible for the information contained and incorporated by reference in this prospectus supplement, the accompanying
prospectus and in any related free writing prospectus we prepare or authorize. We have not authorized anyone to give you any other
information, and we take no responsibility for any other information that others may give you. We are not making an offer of the Notes in
any jurisdiction where the offer is not permitted. You should bear in mind that although the information contained in, or incorporated by
reference in, this prospectus supplement or the accompanying prospectus is intended to be accurate as of the date on the front of such
documents, such information may also be amended, supplemented or updated by the subsequent filing of additional documents deemed by
law to be or otherwise incorporated by reference into this prospectus supplement or the accompanying prospectus and by any
subsequently filed prospectus amendments.

If the description of the Notes varies between this prospectus supplement and the prospectus, you should rely on the information
in this prospectus supplement.

In this prospectus supplement, all capitalized terms and acronyms used and not otherwise defined herein have the meanings provided in
the prospectus. In this prospectus supplement, the prospectus and any document incorporated by reference, unless otherwise specified or the context
otherwise requires, all dollar amounts are expressed in Canadian dollars or "$." "U.S. dollars" or "US$" means the lawful currency of the United
States. Unless otherwise indicated, all financial information included in this prospectus supplement, the prospectus and any document incorporated
by reference is determined using U.S. GAAP. "U.S. GAAP" means generally accepted accounting principles in the United States. Except as set
forth under "Description of the Notes" and unless otherwise specified or the context otherwise requires, all references in this prospectus
supplement, the prospectus and any document incorporated by reference to "Enbridge," the "Corporation," "we," "us" and "our" mean Enbridge
Inc. and its subsidiaries, partnership interests and joint venture investments.

S-3
Table of Contents

TABLE OF CONTENTS

Prospectus Supplement

Page

Exchange Rate Data
S-5
Special Note Regarding Forward-Looking Statements
S-5
Where You Can Find More Information
S-6
Documents Incorporated by Reference
S-7
Summary
S-8
Risk Factors
S-15
Ratio of Earnings to Fixed Charges and Preferred Dividends
S-19
Consolidated Capitalization
S-20
Use of Proceeds
S-21
Description of the Notes
S-22
Description of the Conversion Preference Shares
S-40
Material Income Tax Considerations
S-43
Underwriting
S-50
Expenses
S-54
Validity of Securities
S-55
Experts
S-55

Prospectus

Page

Exchange Rate Data
5
Special Note Regarding Forward-Looking Statements
5
Documents Incorporated by Reference
7
Summary
8
Risk Factors
15
Ratio of Earnings to Fixed Charges and Preferred Dividends
1
https://www.sec.gov/Archives/edgar/data/895728/000110465918013460/a18-6284_3424b5.htm[3/1/2018 2:00:25 PM]

Consolidated Capitalization
2
Use of Proceeds
3
Description of the Notes
4
Description of the Conversion Preference Shares
22
Material Income Tax Considerations
25
Underwriting
32
Expenses
36
Validity of Securities
36
Experts
36

We expect that delivery of the Notes will be made against payment therefor on or about the date specified on the cover page of this
prospectus supplement, which will be the third business day following the date of pricing of the Notes (this settlement cycle being herein referred
to as "T+3"). Under Rule 15c6-1 of the U.S. Exchange Act, trades in the secondary market generally are required to settle in two business days,
unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes on the date of this prospectus
supplement will be required, by virtue of the fact that the Notes initially will settle in T+3, to specify an alternate settlement cycle at the time of
any such trade to prevent a failed settlement. Purchasers of the Notes who wish to make such trades should consult their own advisor. See
"Underwriting."

S-4
Table of Contents

EXCHANGE RATE DATA

The following table sets forth certain exchange rates based on rates in Toronto, Ontario as reported by the Bank of Canada. Such rates are
set forth as U.S. dollars per $1.00 and are the inverse of rates quoted by the Bank of Canada for Canadian dollars per US$1.00. On February 23,
2018, the inverse of the daily exchange rate was US$0.7894 per $1.00.

Year Ended December 31,

2017
2016
2015

Low
$
0.7276
$
0.6854
$
0.7148

High
$
0.8245
$
0.7972
$
0.8527

Period End
$
0.7971
$
0.7448
$
0.7225

Average
$
0.7768
$
0.7555
$
0.7820

Source: Bank of Canada website.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

The prospectus and this prospectus supplement, including the documents incorporated by reference into the prospectus and this prospectus
supplement, contain both historical and forward looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as
amended (the "U.S. Securities Act"), and Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"), and
forward looking information within the meaning of Canadian securities laws (collectively, "forward-looking statements"). This information has
been included to provide readers with information about the Corporation and its subsidiaries and affiliates, including management's assessment of
the Corporation's and its subsidiaries' future plans and operations. This information may not be appropriate for other purposes. Forward-looking
statements are typically identified by words such as "anticipate", "expect", "project", "estimate", "forecast", "plan", "intend", "target", "believe",
"likely" and similar words suggesting future outcomes or statements regarding an outlook. Forward looking information or statements included or
incorporated by reference in the prospectus and this prospectus supplement include, but are not limited to, statements with respect to the following:
expected earnings before interest, income taxes and depreciation and amortization ("EBITDA"); expected earnings/(loss); expected earnings/(loss)
per share; expected future cash flows; expected performance of the Liquids Pipelines, Gas Transmission and Midstream, Gas Distribution, Green
Power and Transmission, and Energy Services businesses; financial strength and flexibility; expectations on sources of liquidity and sufficiency of
financial resources; expected costs related to announced projects and projects under construction; expected in-service dates for announced projects
and projects under construction; expected capital expenditures; expected equity funding requirements for the Corporation's commercially secured
growth program; expected future growth and expansion opportunities; expectations about the Corporation's joint venture partners' ability to
complete and finance projects under construction; expected closing of acquisitions and dispositions; estimated future dividends; recovery of the
costs of the Canadian portion of the Line 3 Replacement Program (the "Canadian L3R Program"); expected expansion of the T-South System and
Spruce Ridge Program; expected capacity of the Hohe See Expansion Offshore Wind Project; expected costs in connection with Line 6A and Line
https://www.sec.gov/Archives/edgar/data/895728/000110465918013460/a18-6284_3424b5.htm[3/1/2018 2:00:25 PM]

6B crude oil releases; expected effect of Aux Sable Consent Decree; expected future actions of regulators; expected costs related to leak
remediation and potential insurance recoveries; expectations regarding commodity prices; supply forecasts; this offering, including the closing date
thereof, the expected use of proceeds; expectations regarding the impact of the Merger Transaction including the combined Corporation's scale,
financial flexibility, growth program, future business prospects and performance; impact of the Canadian L3R Program on existing integrity
programs; the sponsored vehicle strategy; dividend payout policy; dividend growth and dividend payout expectation; expectations on impact of
hedging program; and expectations resulting from the successful execution of our 2018-2020 Strategic Plan.

S-5
Table of Contents

Although the Corporation believes these forward-looking statements are reasonable based on the information available on the date such
statements are made and processes used to prepare the information, such statements are not guarantees of future performance and readers are
cautioned against placing undue reliance on forward-looking statements. By their nature, these statements involve a variety of assumptions, known
and unknown risks and uncertainties and other factors, which may cause actual results, levels of activity and achievements to differ materially from
those expressed or implied by such statements. Material assumptions include assumptions about the following: the expected supply of and demand
for crude oil, natural gas, natural gas liquids ("NGL") and renewable energy; prices of crude oil, natural gas, NGL and renewable energy; exchange
rates; inflation; interest rates; availability and price of labor and construction materials; operational reliability; customer and regulatory approvals;
maintenance of support and regulatory approvals for the Corporation's projects; anticipated in-service dates; weather; the timing and completion of
this offering, including the receipt of regulatory approvals; the realization of anticipated benefits and synergies of the Merger Transaction;
governmental legislation; acquisitions and the timing thereof; the success of integration plans; impact of the dividend policy on the Corporation's
future cash flows; credit ratings; capital project funding; expected EBITDA; expected earnings/(loss); expected earnings/(loss) per share; expected
future cash flows; and estimated future dividends. Assumptions regarding the expected supply of and demand for crude oil, natural gas, NGL and
renewable energy, and the prices of these commodities, are material to and underlie all forward-looking statements, as they may impact current and
future levels of demand for the Corporation's services. Similarly, exchange rates, inflation and interest rates impact the economies and business
environments in which the Corporation operates and may impact levels of demand for the Corporation's services and cost of inputs, and are
therefore inherent in all forward-looking statements. Due to the interdependencies and correlation of these macroeconomic factors, the impact of
any one assumption on a forward-looking statement cannot be determined with certainty, particularly with respect to the impact of the Merger
Transaction on the Corporation, expected EBITDA, earnings/(loss), earnings/(loss) per share, or estimated future dividends. The most relevant
assumptions associated with forward-looking statements on announced projects and projects under construction, including estimated completion
dates and expected capital expenditures, include the following: the availability and price of labor and construction materials; the effects of inflation
and foreign exchange rates on labor and material costs; the effects of interest rates on borrowing costs; the impact of weather; and customer,
government and regulatory approvals on construction and in-service schedules and cost recovery regimes.

The Corporation's forward-looking statements are subject to risks and uncertainties pertaining to the impact of the Merger Transaction,
operating performance, regulatory parameters, dividend policy, project approval and support, renewals of rights of way, weather, economic and
competitive conditions, public opinion, changes in tax laws and tax rates, changes in trade agreements, exchange rates, interest rates, commodity
prices, political decisions and supply of and demand for commodities, including but not limited to those risks and uncertainties discussed in the
prospectus, and this prospectus supplement and in documents incorporated by reference into the prospectus and this prospectus supplement. The
impact of any one risk, uncertainty or factor on a particular forward-looking statement is not determinable with certainty as these are
interdependent and the Corporation's future course of action depends on management's assessment of all information available at the relevant time.
Except to the extent required by applicable law, the Corporation assumes no obligation to publicly update or revise any forward-looking statements
made in the prospectus and this prospectus supplement or otherwise, whether as a result of new information, future events or otherwise. All
subsequent forward-looking statements, whether written or oral, attributable to the Corporation or persons acting on the Corporation's behalf, are
expressly qualified in their entirety by these cautionary statements.

For more information on forward-looking statements, the assumptions underlying them, and the risks and uncertainties affecting them,
see "Special Note Regarding Forward-Looking Statements" in the prospectus and "Risk Factors" in this prospectus supplement and the prospectus.

WHERE YOU CAN FIND MORE INFORMATION

The Corporation is subject to the information requirements of the U.S. Exchange Act, and in accordance therewith files reports and other
information with the United States Securities and Exchange Commission (the "SEC"). Such reports and other information are available on the
SEC's website at www.sec.gov. Prospective investors may read and copy any document the Corporation has filed with the SEC at the SEC's public
reference room in Washington, D.C. and may also obtain copies of those documents from the public reference room of the SEC at 100 F Street,
N.E., Washington, D.C. 20549 by paying a fee. Additionally, prospective investors may read and download some of the documents the Corporation
has filed with the SEC's Electronic Data Gathering and Retrieval system at www.sec.gov. Reports and other information about the Corporation
may also be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.

https://www.sec.gov/Archives/edgar/data/895728/000110465918013460/a18-6284_3424b5.htm[3/1/2018 2:00:25 PM]

S-6
Table of Contents

We have filed with the SEC a registration statement on Form S-3 relating to certain securities, including the Notes offered by this
prospectus supplement. This prospectus supplement and the accompanying prospectus are a part of the registration statement and do not contain all
the information in the Registration Statement. Whenever a reference is made in this prospectus supplement or the accompanying prospectus to a
contract or other document, the reference is only a summary and you should refer to the exhibits that are a part of the Registration Statement for a
copy of the contract or other document. You may review a copy of the Registration Statement at the SEC's public reference room in Washington,
D.C., as well as through the SEC's website.

DOCUMENTS INCORPORATED BY REFERENCE

The SEC allows us to incorporate by reference the information we file with the SEC. This means that we can disclose important
information to you by referring to those documents and later information that we file with the SEC. The information that we incorporate by
reference is an important part of this prospectus supplement and the accompanying prospectus. We incorporate by reference the following
documents and any future filings that we make with the SEC under Sections 13(a), 13(c) and 15(d) of the Exchange Act, as amended, until the
termination of the offering under this prospectus supplement:

·
Annual Report on Form 10-K for the fiscal year ended December 31, 2017, filed on February 16, 2018; and

·
Current Reports on Form 8-K filed on January 22, 2018 and January 30, 2018.

Any statement contained in this prospectus supplement or in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or
include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding
statement is not to be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a
misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is
necessary to make a statement not misleading in the light of the circumstances in which it was made. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement.

Copies of the documents incorporated herein by reference (other than exhibits to such documents, unless such exhibits are specifically
incorporated by reference in such documents) may be obtained on request without charge from the Corporate Secretary of Enbridge Inc., Suite 200,
425 1st Street S.W., Calgary, Alberta, Canada T2P 3L8 (telephone 1-403-231-3900). You may also request copies of these documents upon
payment of a duplicating fee by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room.
Documents that we file with or furnish to the SEC are also available on the website maintained by the SEC (www.sec.gov). This site contains
reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. The information on that
website is not part of this prospectus supplement.

S-7
Table of Contents

SUMMARY

This summary highlights information contained elsewhere in this prospectus supplement and the accompanying prospectus. It is not
complete and may not contain all of the information that you should consider before investing in the Notes. You should read this entire
prospectus supplement and the accompanying prospectus carefully.

The Corporation

Enbridge is a North American energy infrastructure company with strategic business platforms that include an extensive network of
crude oil, liquids and natural gas pipelines, regulated natural gas distribution utilities and renewable power generation assets. The Corporation
delivers an average of 2.8 million barrels of crude oil each day through its Mainline and Express Pipeline, and accounts for approximately 65%
https://www.sec.gov/Archives/edgar/data/895728/000110465918013460/a18-6284_3424b5.htm[3/1/2018 2:00:25 PM]

of United States-bound Canadian crude oil exports. The Corporation also moves approximately 20% of all natural gas consumed in the United
States, serving key supply basins and demand markets. The Corporation's regulated utilities serve approximately 3.7 million retail customers in
Ontario, Quebec and New Brunswick. The Corporation also has interests in more than 2,500 megawatts of net renewable power generation
capacity in North America and Europe.

Enbridge is a public company trading on both the Toronto Stock Exchange and the New York Stock Exchange under the symbol
"ENB". The Corporation was incorporated under the Companies Ordinance of the Northwest Territories on April 13, 1970 and was continued
under the Canada Business Corporations Act on December 15, 1987. Enbridge's principal executive offices are located at Suite 200, 425 - 1st
Street S.W., Calgary, Alberta, Canada T2P 3L8, and its telephone number is 1-403-231-3900.

S-8
Table of Contents

The Offering

In this section, the terms "Corporation," "Enbridge," "we," "us" or "our" refer only to Enbridge Inc. and not to its subsidiaries.

https://www.sec.gov/Archives/edgar/data/895728/000110465918013460/a18-6284_3424b5.htm[3/1/2018 2:00:25 PM]

Issuer
Enbridge Inc.

Securities Offered
US$850 million aggregate principal amount of 6.250 % Fixed-to-Floating Rate
Subordinated Notes Series 2018-A due 2078 (the " Notes").

Maturity Date
The Notes will mature on March 1, 2078.

Use of Proceeds
We estimate that the net proceeds of the offering of the Notes, after deducting
underwriting commissions and the estimated expenses of the offering, will be
approximately US$841,230,000. We intend to use the net proceeds from this offering to
partially fund capital projects, to reduce existing indebtedness and for other general
corporate purposes. See "Use of Proceeds" in this prospectus supplement.

Interest
We will pay interest on the Notes at a fixed rate of 6.250% per year in equal semi-
annual installments on March 1 and September 1 of each year until March 1, 2028,
beginning on September 1, 2018.

After March 1, 2028, we will pay interest on the Notes on every March 1, June 1,
September 1 and December 1 of each year during which the Notes are outstanding until
March 1, 2078 (each such semi-annual or quarterly date, as applicable, an "Interest
Payment Date").

From the issue date of the Notes to, but excluding, March 1, 2028, the interest rate on
the Notes will be fixed at 6.250% per annum, payable in arrears. Starting on March 1,
2028, and on every March 1, June 1, September 1 and December 1 of each year during
which the Notes are outstanding thereafter until March 1, 2078 (each such date, an
"Interest Reset Date"), the interest rate on the Notes will be reset as follows:

(i) starting on March 1, 2028, on every Interest Reset Date, until March 1, 2048, the
interest rate on the Notes will be reset at an interest rate per annum equal to the three
month LIBOR (as defined herein) plus 3.641%, payable in arrears, with the first
payment at such rate being on June 1, 2028; and

(ii) starting on March 1, 2048, on every Interest Reset Date, until March 1, 2078, the
interest rate on the Notes will be reset at an interest rate per annum equal to the three
month LIBOR plus 4.391%, payable in arrears, with the first payment at such rate being
on June 1, 2048.

S-9
Table of Contents

Deferral Right
So long as no event of default has occurred and is continuing, we may elect, at our sole
option, at any date other than an Interest Payment Date (a "Deferral Date"), to defer the
interest payable on the Notes on one or more occasions for up to five consecutive years
(a "Deferral Period"). There is no limit on the number of Deferral Periods that may
occur. Such deferral will not constitute an event of default or any other breach under the
indenture governing the Notes. Deferred interest will accrue, compounding on each
subsequent Interest Payment Date, until paid. A Deferral Period terminates on any
Interest Payment Date where we pay all accrued and unpaid interest on such date. No
Deferral Period may extend beyond the Maturity Date.

Dividend Stopper Undertaking
Unless we have paid all accrued and payable interest on the Notes, subject to certain
exceptions, we will not (i) declare any dividends on our preference shares and Common
Shares (the "Dividend Restricted Shares") or pay any interest on any class or series of
our indebtedness currently outstanding or hereafter created which ranks on a parity with
https://www.sec.gov/Archives/edgar/data/895728/000110465918013460/a18-6284_3424b5.htm[3/1/2018 2:00:25 PM]

the Notes as to distributions upon liquidation, dissolution or winding-up (the "Parity
Notes"), (ii) redeem, purchase or otherwise retire any Dividend Restricted Shares or
Parity Notes, or (iii) make any payment to holders of any of the Dividend Restricted
Shares or any of the Parity Notes in respect of dividends not declared or paid on such
Dividend Restricted Shares or interest not paid on such Parity Notes, respectively (the
"Dividend Stopper Undertaking").

It is in our interest to ensure that interest on the Notes is timely paid so as to avoid
triggering the Dividend Stopper Undertaking. See "Description of the Notes --
Dividend Stopper Undertaking" and "Risk Factors."

Automatic Conversion
The Notes, including accrued and unpaid interest thereon, will be
converted
automatically ("Automatic Conversion"), without the consent of the Noteholders, into
shares of a newly issued series of our preference shares, designated as Preference
Shares, Series 2018-A (the "Conversion Preference Shares") upon the occurrence of:
(i) the making by Enbridge of a general assignment for the benefit of its creditors or a
proposal (or the filing of a notice of its intention to do so) under the Bankruptcy and
Insolvency Act (Canada) or the Companies' Creditors Arrangement Act (Canada),
(ii) any proceeding instituted by Enbridge seeking to adjudicate it a bankrupt or
insolvent, or, where Enbridge is insolvent, seeking liquidation, winding-up, dissolution,
reorganization, arrangement, adjustment, protection, relief or compromise of its debts
under any law relating to bankruptcy or insolvency in Canada, or seeking the entry of
an order for the appointment of a receiver, interim receiver, trustee or other similar
official for the property and assets of Enbridge or any substantial part of its property
and assets in circumstances where Enbridge is adjudged a bankrupt or insolvent, (iii) a
receiver, interim receiver, trustee or other similar official is appointed over the property
and assets of Enbridge or for any substantial part of its property and assets by a court of
competent jurisdiction in circumstances where Enbridge is adjudged a bankrupt or
insolvent under any law relating to bankruptcy or insolvency in Canada; or (iv) any
proceeding is instituted against Enbridge seeking to adjudicate it a bankrupt or
insolvent or, where Enbridge is insolvent, seeking liquidation, winding-up, dissolution,
reorganization, arrangement, adjustment, protection, relief or compromise of its debts
under any law relating to bankruptcy or insolvency in Canada, or seeking the entry of
an order for the appointment of a receiver, interim receiver, trustee or other similar
official for the property and assets of Enbridge or any substantial part of its property
and assets in circumstances where Enbridge is adjudged a bankrupt or insolvent under
any law relating to bankruptcy or insolvency in Canada, and either such proceeding has
not been stayed or dismissed within sixty (60) days of the institution of any such
proceeding or the actions sought in such proceedings occur, including the entry of an
order for relief against Enbridge or the appointment of a receiver, interim receiver,
trustee, or other similar official for Enbridge's property and assets or for any substantial
part of its property and assets (each, an "Automatic Conversion Event").

S-10
Table of Contents

The Automatic Conversion shall occur upon an Automatic Conversion Event (the
"Conversion Time"). At the Conversion Time, the Notes shall be automatically
converted, without the consent of the Noteholders, into a newly issued series of fully-
paid Conversion Preference Shares. At such time, the Notes shall be deemed to be
immediately and automatically surrendered and cancelled without need for further
action by the Noteholders, who shall thereupon automatically cease to be holders
thereof and all rights of any such Noteholder as a debtholder of Enbridge shall
automatically cease. At the Conversion Time, Noteholders will receive one Conversion
Preference Share for each US$1,000 principal amount of Notes held immediately prior
to the Automatic Conversion together with the number of Conversion Preference Shares
(including fractional shares, if applicable) calculated by dividing the amount of accrued
and unpaid interest, if any, on the Notes by US$1,000.
https://www.sec.gov/Archives/edgar/data/895728/000110465918013460/a18-6284_3424b5.htm[3/1/2018 2:00:25 PM]

Upon an Automatic Conversion of the Notes, Enbridge reserves the right not to issue
some or all, as applicable, of the Conversion Preference Shares to any person whose
address is in, or whom Enbridge or its transfer agent has reason to believe is a resident
of, any jurisdiction outside of Canada and the United States to the extent that: (i) the
issuance or delivery by Enbridge to such person, upon an Automatic Conversion of
Conversion Preference Shares, would require Enbridge to take any action to comply
with securities or analogous laws of such jurisdiction, or (ii) withholding tax would be
applicable in connection with the delivery to such person of Conversion Preference
Shares upon an Automatic Conversion ("Ineligible Persons"). In such circumstances,
Enbridge will hold all Conversion Preference Shares that would otherwise be delivered
to Ineligible Persons, as agent for Ineligible Persons, and will attempt to facilitate the
sale of such Conversion Preference Shares through a registered dealer retained by
Enbridge for the purpose of effecting the sale (to parties other than Enbridge, its
affiliates or other Ineligible Persons) on behalf of such Ineligible Persons of such
Conversion Preference Shares.

S-11
Table of Contents

As the events that give rise to an Automatic Conversion are bankruptcy and related
events, it is in the interest of Enbridge to ensure that an Automatic Conversion does not
occur, although the events that could give rise to an Automatic Conversion may be
beyond our control. See "Description of the Notes -- Automatic Conversion,"
"Description of the Conversion Preference Shares" and "Risk Factors."

Redemption Right
On or after March 1, 2028, we may, at our option, on giving not more than 60 nor less
than 30 days' notice to the Noteholders, redeem the Notes, in whole at any time or in
part from time to time on any Interest Payment Date. The redemption price per
US$1,000 principal amount of Notes redeemed on any Interest Payment Date will be
100% of the principal amount thereof, together with accrued and unpaid interest to, but
excluding, the date fixed for redemption. Notes that are redeemed shall be cancelled
and shall not be reissued. See "Description of the Notes -- Redemption Right."

Redemption on Tax Event or Rating Event
Prior to the initial Interest Reset Date and within 90 days of a Tax Event, we may, at
our option, redeem all (but not less than all) of the Notes at a redemption price per
US$1,000 principal amount of such Notes equal to 100% of the principal amount
thereof, together with accrued and unpaid interest to but excluding the date fixed for
redemption. See "Description of the Notes -- Redemption on Tax Event or Rating
Event."

Prior to the initial Interest Reset Date and within 90 days of a Rating Event, we may, at
our option, redeem all (but not less than all) of the Notes at a redemption price per
US$1,000 principal amount of the Notes equal to 102% of the principal amount thereof,
together with accrued and unpaid interest to but excluding the date fixed for
redemption. See "Description of the Notes -- Redemption on Tax Event or Rating
Event."

S-12
Table of Contents

Additional Covenants
In addition to the Dividend Stopper Undertaking, we will covenant for the benefit of
the Noteholders that (i) we will use our commercially reasonable efforts to (a) appoint,
prior to the initial Interest Reset Date, a Calculation Agent (as herein defined) under the
Indenture and shall deliver to the trustee written notice thereof and (b) at all times
https://www.sec.gov/Archives/edgar/data/895728/000110465918013460/a18-6284_3424b5.htm[3/1/2018 2:00:25 PM]

Document Outline

#1">
- #1">