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•	changes in general economic conditions;

•	competitive conditions in our industry;

•	actions taken by our customers and competitors;

•	the supply and demand for natural gas, NGLs, crude oil and midstream services;

•	our ability to successfully implement our business plan;

•	our ability to complete internal growth projects on time and on budget;

•	the price and availability of debt and equity financing;

•	operating hazards and other risks incidental to transporting, storing and gathering natural gas, NGLs, crude oil and midstream products;

•	natural disasters, weather-related delays, casualty losses and other matters beyond our control;

•	interest rates;

•	labor relations;

•	large customer defaults;

•	changes in the availability and cost of capital;

•	changes in tax status;

•	the effects of existing and future laws and governmental regulations;

•	changes in insurance markets impacting costs and the level and types of coverage available;

•	the timing and extent of changes in commodity prices;

•	the suspension, reduction or termination of our customers’ obligations under our commercial agreements;

•	disruptions due to equipment interruption or failure at our facilities, or third-party facilities on which our business is dependent;

•	the effects of future litigation; and

•	other factors set forth in this report and our other filings with the SEC.

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Capitalize on Organic Growth Opportunities Associated with Our Strategically Located Assets. We own and operate assets servicing four of the largest basins in the United States, including some of the most productive shale plays in these basins. We intend to grow our business and cash available for distribution by developing new midstream infrastructure projects to support new and existing customers if they expand beyond our current footprint. As a result of this strategy, we completed the Bradley Plant, a 200 MMcf/d processing facility located in Grady County, Oklahoma, during the first quarter of 2015. We are constructing two cryogenic processing facilities to connect to our super-header system in Grady County, Oklahoma and Garvin County, Oklahoma, which are expected to add 400 MMcf/d of combined natural gas processing capacity. The first of the two new plants (the Bradley II Plant, formerly referred to as the Grady County Plant) is a 200 MMcf/d plant which is expected to be completed in the second quarter of 2016. The second plant (the Wildhorse Plant) is a 200 MMcf/d plant that is expected to be completed in late 2017. To support these new processing facilities and other organic growth opportunities, we are also constructing natural gas gathering and compression infrastructure, natural gas transportation infrastructure and crude oil gathering infrastructure. In 2015, we finalized contracts for an expansion of EGT’s Line AD which will result in 75 MMcf/d of firm capacity deliveries to the Perryville Hub and Bennington, Oklahoma. For the year ended December 31, 2015, we invested $789 million in expansion capital expenditures, including the $80 million acquisition of assets from Monarch Natural Gas, LLC.

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Continue to Minimize Direct Commodity Price Exposure Through Long-Term, Fee-Based Contracts. We continually seek ways to minimize our exposure to commodity price risk, and management believes that our focus on fee-based revenues reduces our direct commodity price exposure and is essential to maintaining stable cash flows and increasing our quarterly distributions over time. For the year ended December 31, 2015, 81% of our gross margin was generated from fee-based contracts. As we grow, we intend to maintain our focus on increasing the percentage of long-term, fee-based contracts with our customers.

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Maintain Strong Customer Relationships to Attract New Volumes and Expand Beyond Our Existing Asset Footprint and Business Lines. We plan to grow our business through our strong relationships with existing customers. Management believes that we have built a strong and loyal customer base through exemplary customer service and reliable project execution. We have invested in several organic growth projects in support of our existing and new customers. We work to maintain and build relationships with key producers and suppliers in an effort to attract new volumes and expansion opportunities.

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Grow Through Accretive Acquisitions and Disciplined Development. We plan to pursue accretive acquisitions of complementary assets that provide attractive potential returns in new operating regions or midstream business lines. We will continue to analyze acquisition opportunities using disciplined financial and operating practices, including a process for evaluating and managing risks to cash distributions.

•	Leverage the Scale of Our Existing Assets to Realize Synergies. Given the complementary features of our assets, we expect operating synergies from the interconnection and optimization of our systems to increase our cash flows over time.

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Anadarko Basin (Oklahoma, Texas Panhandle). We currently operate in the liquids-rich Granite Wash, Cleveland, Tonkawa, Cana Woodford, SCOOP, STACK and Mississippi Lime plays. As of December 31, 2015, our assets include approximately 7,700 miles of natural gas gathering pipelines and ten natural gas processing plants with approximately 1.6 Bcf/d of processing capacity. We also have two processing plants under construction that will add 400 MMcf/d of processing capacity. For the year ended December 31, 2015, this system had average daily gathered throughput of approximately 1.59 TBtu/d of natural gas and produced 58.50 MBbl/d of NGLs. We currently serve over 200 producers in these areas and have secured 4.6 million gross acres dedicated under fee-based long-term contracts in this basin. These contracts provide for gathering and compression services, which are typically fee-based, and processing services under fee-based, percent-of-liquids, percent-of-proceeds or keep-whole structures.

•	Arkoma Basin (Oklahoma, Arkansas). In Oklahoma, we operate in the rich and lean gas areas of the western portion of the Arkoma basin. In Arkansas, we operate in the eastern Arkoma and the Fayetteville Shale play. As of December 31,

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Ark-La-Tex Basin (Arkansas, Louisiana and Texas). In Arkansas, Louisiana, and Texas, we operate primarily in the Haynesville, Cotton Valley and the lower Bossier plays. As of December 31, 2015, our assets include approximately 1,700 miles of natural gas gathering pipelines, two natural gas processing plants with approximately 545 MMcf/d of processing capacity, an NGL fractionation facility and approximately 40 miles of ethane pipelines. For the year ended December 31, 2015, this system had average daily gathered throughput of approximately 0.88 TBtu/d of natural gas and produced 10.07 MBbl/d of NGLs. We currently serve over 90 producers in these areas and have secured over 0.7 million gross acres dedicated under long-term contracts in this basin. Additionally, in the lean gas area of the Haynesville Shale we have secured contracts that contain minimum volume commitment features, providing minimum revenues in periods of time when natural gas prices are depressed.

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Williston Basin (North Dakota). In November 2013, we commenced operations on our initial crude oil gathering pipeline system, located in Dunn and McKenzie Counties in North Dakota, within the Bakken Shale formation. Additionally, in February 2014, we executed an agreement to gather crude oil production through a new system in Williams and Mountrail Counties in North Dakota which commenced operations in the second quarter of 2015. The remaining portion of the system is expected to be placed in service during 2016 and 2017. These systems will have a combined capacity of 49,500 barrels per day. A portion of these systems have contracts that contain minimum volume commitment features, providing minimum revenues when crude oil prices are depressed, and the remaining portion of these systems are supported by over 0.2 million gross acres dedicated under long-term contracts with XTO Energy Inc. (XTO), an affiliate of Exxon Mobil Corporation, to provide crude oil gathering along with water transportation and other complementary services. For the year ended December 31, 2015, these crude oil gathering systems had average daily throughput of approximately 13.9 MBbl/d.

(1)	Ark-La-Tex basin assets also include 14,500 Bbl/d of fractionation capacity and 6,300 Bbl/d of ethane pipeline capacity, which are not listed in the table.

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(1)	Excludes condensate capacity.

(2)	The Bradley II Plant is under construction and estimated to be in service in the second quarter of 2016. The Wildhorse Plant is under construction and estimated to be in service in late 2017.

(3)	All of our processing plants are located on properties that are owned by us except for Roger Mills, which is located on property that is leased.

(4)	Average daily inlet volumes and inlet capacity includes 22 MMcf/d and 25 MMcf/d, respectively, related to a separate cryogenic unit.

(5)	A processing plant has been in operation on the Waskom plant site since 1940. The Waskom plant was upgraded to cryogenic in 1995.

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(1)	Except with respect to length, this information does not include amounts for SESH. SESH is a non-consolidated entity in which we own a 50% ownership interest.

(2)	Actual volumes transported per day may be less than total firm contracted capacity based on demand.

(3)	This represents the maximum single day receipts on the intrastate systems. Our EOIT pipeline system is a web-like configuration with multidirectional flow capabilities between numerous receipt and delivery points, which limits our ability to determine an overall system capacity. During the year ended December 31, 2015, the peak daily throughput was 2.1 TBtu/d or, on a volumetric basis, 2.1 Bcf/d.

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(1)	Excludes SESH, which is accounted for as an equity investment and described under “—Other Assets” below.

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•	rates, operating terms, conditions of service and service contracts;

•	certification and construction of new facilities or expansion of existing facilities;

•	extension or abandonment of services and facilities;

•	maintenance of accounts and records;

•	acquisition and disposition of facilities;

•	initiation and discontinuation of services;

•	depreciation and amortization policies;

•	conduct and relationship with certain affiliates;

•	market manipulation in connection with interstate natural gas sales, purchases or transportation; and

•	various other matters.

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•	the overall cost of service, including operating costs and overhead;

•	the allocation of overhead and other administrative and general expenses to the regulated entity;

•	the appropriate capital structure to be utilized in calculating rates;

•	the appropriate rate of return on equity and interest rates on debt;

•	the rate base, including the proper starting rate base;

•	the throughput underlying the rate; and

•	the proper allowance for federal and state income taxes.

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•	perform ongoing assessments of pipeline integrity;

•	identify and characterize applicable threats to pipeline segments that could impact an HCA;

•	improve data collection, integration and analysis;

•	repair and remediate pipelines as necessary; and

•	implement preventive and mitigating actions.

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•	the fees and gross margins we realize with respect to the volume of natural gas, NGLs and crude oil that we handle;

•	the prices of, levels of production of, and demand for natural gas, NGLs and crude oil;

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•	the volume of natural gas, NGLs and crude oil we gather, compress, treat, dehydrate, process, fractionate, transport and store;

•	the relationship among prices for natural gas, NGLs and crude oil;

•	cash calls and settlements of hedging positions;

•	margin requirements on open price risk management assets and liabilities;

•	the level of competition from other midstream energy companies;

•	adverse effects of governmental and environmental regulation;

•	the level of our operation and maintenance expenses and general and administrative costs; and

•	prevailing economic conditions.

•	the level and timing of capital expenditures we make;

•	the cost of acquisitions;

•	our debt service requirements and other liabilities;

•	fluctuations in working capital needs;

•	our ability to borrow funds and access capital markets;

•	restrictions contained in our debt agreements;

•	the amount of cash reserves established by our general partner; and

•	other business risks affecting our cash levels.

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•	the availability and cost of capital;

•	prevailing and projected commodity prices, including the prices of natural gas, NGLs and crude oil;

•	demand for natural gas, NGLs and crude oil;

•	levels of reserves;

•	geological considerations;

•	environmental or other governmental regulations, including the availability of drilling permits and the regulation of hydraulic fracturing; and

•	the availability of drilling rigs and other costs of production and equipment.

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•	our joint venture partners may share certain approval rights over major decisions;

•	our joint venture partners may not pay their share of the joint venture’s obligations, leaving us liable for their shares of joint venture liabilities;

•	we may be unable to control the amount of cash we will receive from the joint venture;

•	we may incur liabilities as a result of an action taken by our joint venture partners;

•	we may be required to devote significant management time to the requirements of and matters relating to the joint ventures;

•	our insurance policies may not fully cover loss or damage incurred by both us and our joint venture partners in certain circumstances;

•	our joint venture partners may be in a position to take actions contrary to our instructions or requests or contrary to our policies or objectives; and

•	disputes between us and our joint venture partners may result in delays, litigation or operational impasses.

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•	damage to pipelines and plants, related equipment and surrounding properties caused by hurricanes, tornadoes, floods, fires and other natural disasters, acts of terrorism and actions by third parties;

•	inadvertent damage from construction, vehicles, farm and utility equipment;

•	leaks of natural gas, NGLs, crude oil and other hydrocarbons or losses of natural gas, NGLs and crude oil as a result of the malfunction of equipment or facilities;

•	ruptures, fires and explosions; and

•	other hazards that could also result in personal injury and loss of life, pollution and suspension of operations.

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•	acquired businesses or assets may not produce revenues, earnings or cash flow at anticipated levels;

•	acquired businesses or assets could have environmental, permitting or other problems for which contractual protections prove inadequate;

•	we may assume liabilities that were not disclosed to us, that exceed our estimates, or for which our rights to indemnification from the seller are limited;

•	we may be unable to integrate acquired businesses successfully and realize anticipated economic, operational and other benefits in a timely manner, which could result in substantial costs and delays or other operational, technical or financial problems; and

•	acquisitions, or the pursuit of acquisitions, could disrupt our ongoing businesses, distract management, divert resources and make it difficult to maintain our current business standards, controls and procedures.

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•	the ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other purposes may be impaired or the financing may not be available on favorable terms, if at all;

•	a portion of cash flows will be required to make interest payments on the debt, reducing the funds that would otherwise be available for operations, future business opportunities and distributions;

•	our debt level will make us more vulnerable to competitive pressures or a downturn in our business or the economy generally; and

•	our debt level may limit our flexibility in responding to changing business and economic conditions.

•	permit our subsidiaries to incur or guarantee additional debt;

•	incur or permit to exist certain liens on assets;

•	dispose of assets;

•	merge or consolidate with another company or engage in a change of control;

•	enter into transactions with affiliates on non-arm’s length terms; and

•	change the nature of our business.

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•	rates, operating terms, conditions of service and service contracts;

•	certification and construction of new facilities;

•	extension or abandonment of services and facilities or expansion of existing facilities;

•	maintenance of accounts and records;

•	acquisition and disposition of facilities;

•	initiation and discontinuation of services;

•	depreciation and amortization policies;

•	conduct and relationship with certain affiliates;

•	market manipulation in connection with interstate sales, purchases or natural gas transportation; and

•	various other matters.

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•	develop a baseline plan to prioritize the assessment of a covered pipeline segment;

•	identify and characterize applicable threats that could impact a high consequence area;

•	improve data collection, integration, and analysis;

•	repair and remediate pipelines as necessary; and

•	implement preventive and mitigating action.

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Neither our partnership agreement nor any other agreement requires CenterPoint Energy or OGE Energy to pursue a business strategy that favors us. The directors and officers of CenterPoint Energy and OGE Energy have a fiduciary duty to make decisions in the best interests of the stockholders of their respective companies, which may be contrary to our interests. CenterPoint Energy and OGE Energy may choose to shift the focus of their investment and growth to areas not served by our assets.

•	Our general partner is allowed to take into account the interests of parties other than us, such as CenterPoint Energy and OGE Energy, in resolving conflicts of interest.

•	Some of the directors of our general partner are also directors of CenterPoint Energy or OGE Energy and will owe fiduciary duties to their respective companies. These individuals may also devote significant time to the business of CenterPoint Energy and OGE Energy.

•	Our partnership agreement replaces the fiduciary duties that would otherwise be owed to us by our general partner with contractual standards governing its duties, limits our general partner’s liabilities and restricts the remedies available to our unitholders for actions that, without such limitations, might constitute breaches of fiduciary duty.

•	Except in limited circumstances, our general partner has the power and authority to conduct our business without unitholder approval.

•	Disputes may arise under our commercial agreements with CenterPoint Energy and OGE Energy.

•	Our general partner determines the amount and timing of asset purchases and sales, borrowings, issuances of additional partnership units and the creation, reduction or increase of cash reserves, each of which can affect the amount of distributable cash flow.

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Our general partner determines the amount and timing of any capital expenditures and whether a capital expenditure is classified as a maintenance capital expenditure, which reduces operating surplus, or an expansion or investment capital expenditure, which does not reduce operating surplus. This determination can affect the amount of cash that is distributed to our unitholders and the ability of the subordinated units to convert to common units.

•	Our general partner determines which costs incurred by it and its affiliates are reimbursable by us.

•	Our general partner may cause us to borrow funds in order to permit the payment of cash distributions, even if the purpose or effect of the borrowing is to make a distribution on the subordinated units, to make incentive distributions or to accelerate the expiration of the subordination period.

•	Our partnership agreement permits us to classify up to $300 million as operating surplus, even if it is generated from asset sales, non-working capital borrowings or other sources that would otherwise constitute capital surplus. This cash

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•	Our partnership agreement does not restrict our general partner from causing us to pay it or its affiliates for any services rendered to us or entering into additional contractual arrangements with any of these entities on our behalf.

•	Our general partner intends to limit its liability regarding our contractual and other obligations.

•	Our general partner may exercise its right to call and purchase all of the common units not owned by it and its affiliates if they own more than 90% of the common units. If our general partner and its affiliates reduce their ownership percentage to below 70% of the outstanding units, the ownership threshold to exercise the call right will be permanently reduced to 80%.

•	Our general partner controls the enforcement of the obligations that it and its affiliates owe to us.

•	Our general partner decides whether to retain separate counsel, accountants or others to perform services for us.

•	Our general partner may transfer its incentive distribution rights without unitholder approval.

•	Our general partner may elect to cause us to issue common units to it in connection with a resetting of the target distribution levels related to our general partner’s incentive distribution rights without the approval of the conflicts committee of the Board of Directors or our unitholders. This election may result in lower distributions to our common unitholders in certain situations.

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•	how to allocate corporate opportunities among us and its other affiliates;

•	whether to exercise its limited call right;

•	whether to seek approval of the resolution of a conflict of interest by the conflicts committee of the Board of Directors;

•	whether to elect to reset target distribution levels;

•	whether to transfer the incentive distribution rights to a third party; and

•	whether or not to consent to any merger or consolidation of the Partnership or amendment to the partnership agreement.

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whenever our general partner, the Board of Directors or any committee thereof (including the conflicts committee) makes a determination or takes, or declines to take, any other action in their respective capacities, our general partner, the Board of Directors and any committee thereof (including the conflicts committee), as applicable, is required to make such determination, or take or decline to take such other action, in good faith, meaning that it subjectively believed that the decision was in the best interests of the Partnership, and, except as specifically provided by our partnership agreement, will not be subject to any other or different standard imposed by our partnership agreement, Delaware law, or any other law, rule or regulation, or at equity;

•	our general partner will not have any liability to us or our unitholders for decisions made in its capacity as a general partner so long as such decisions are made in good faith;

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our general partner and its officers and directors will not be liable for monetary damages to us or our limited partners resulting from any act or omission unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that our general partner or its officers and directors, as the case may be, acted in bad faith or engaged in fraud or willful misconduct or, in the case of a criminal matter, acted with knowledge that the conduct was criminal; and

•	our general partner will not be in breach of its obligations under the partnership agreement (including any duties to us or our unitholders) if a transaction with an affiliate or the resolution of a conflict of interest is:

•	approved by the conflicts committee of the Board of Directors, although our general partner is not obligated to seek such approval;

•	approved by the vote of a majority of the outstanding common units, excluding any common units owned by our general partner and its affiliates;

•	determined by the Board of Directors to be on terms no less favorable to us than those generally being provided to or available from unrelated third parties; or

•	determined by the Board of Directors to be fair and reasonable to us, taking into account the totality of the relationships among the parties involved, including other transactions that may be particularly favorable or advantageous to us.

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•	our existing unitholders’ proportionate ownership interest in us will decrease;

•	the amount of distributable cash flow on each unit may decrease;

•	because a lower percentage of total outstanding units will be subordinated units, the risk that a shortfall in the payment of the minimum quarterly distribution will be borne by our common unitholders will increase;

•	because the amount payable to holders of incentive distribution rights is based on a percentage of the total distributable cash flow, the distributions to holders of incentive distribution rights will increase even if the per unit distribution on common units remains the same;

•	the ratio of taxable income to distributions may increase;

•	the relative voting strength of each previously outstanding unit may be diminished; and

•	the market price of the common units may decline.

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•	we were conducting business in a state but had not complied with that particular state’s partnership statute; or

•	a unitholder's right to act with other unitholders to remove or replace our general partner, to approve some amendments to our partnership agreement or to take other actions under our partnership agreement constitutes “control” of our business.

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(1)	The quarterly distribution for three months ended June 30, 2014 was prorated for the period beginning immediately after the closing of the Partnership's Offering, April 16, 2014 through June 30, 2014.

•	less, the amount of cash reserves established by our general partner to:

•	provide for the proper conduct of our business (including cash reserves for our future capital expenditures, future acquisitions, and anticipated future debt service requirements and refunds of collected rates reasonably likely to be refunded as a result of a settlement or hearing related to FERC rate proceedings or rate proceedings under applicable law subsequent to that quarter);

•	comply with applicable law, any of our debt instruments or other agreements; or

•	provide funds for distributions to our unitholders and to our general partner for any one or more of the next four

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•	plus, if our general partner so determines, all or any portion of the cash on hand on the date of determination of available cash for the quarter resulting from working capital borrowings made subsequent to the end of such quarter.

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•	distributions of available cash from operating surplus on each of the outstanding common units and subordinated units equaled or exceeded $1.15 per unit (the annualized minimum quarterly distribution), for each of the three consecutive, non-overlapping four-quarter periods immediately preceding that date;

•	the adjusted operating surplus generated during each of the three consecutive, non-overlapping four-quarter periods immediately preceding that date equaled or exceeded the sum of $1.15 (the annualized minimum quarterly distribution) on all of the outstanding common units and subordinated units during those periods on a fully diluted basis; and

•	there are no arrearages in payment of the minimum quarterly distribution on the common units.

•	distributions of available cash from operating surplus on each of the outstanding common units and subordinated units equaled or exceeded $1.725 (150% of the annualized minimum quarterly distribution) for the four-consecutive-quarter period immediately preceding that date;

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the adjusted operating surplus generated during the four-consecutive-quarter period immediately preceding that date equaled or exceeded the sum of (i) $1.725 per unit (150% of the annualized minimum quarterly distribution) on all of the outstanding common units and subordinated units during that period on a fully diluted basis and (ii) the corresponding distributions on the incentive distribution rights; and

•	there are no arrearages in payment of the minimum quarterly distributions on the common units.

•	the subordinated units held by any person will immediately and automatically convert into common units on a one-for-one basis, provided (i) neither such person nor any of its affiliates voted any of its units in favor of the removal and (ii) such person is not an affiliate of the successor general partner;

•	if all of the subordinated units convert pursuant to the foregoing, all cumulative common unit arrearages on the common units will be extinguished and the subordination period will end; and

•	our general partner will have the right to convert its general partner interest and its incentive distribution rights into common units or to receive cash in exchange for those interests.

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(1)	Limited partners’ interest in net (loss) income attributable to Enable Midstream Partners, LP and basic and diluted earnings per unit reflect net (loss) income attributable to Enable Midstream Partners, LP subsequent to its formation as a limited partnership on May 1, 2013, as no limited partner units were outstanding prior to this date.

(2)	Historical basic and diluted earnings per common limited partner unit reflects the 1 for 1.279082616 reverse unit split effected on March 25, 2014.

(3)	Basic and diluted earnings per subordinated unit reflect net (loss) income attributable to the Partnership for periods subsequent to its Offering, as no subordinated units were outstanding prior to this date.

(4)	Distributions attributable to periods prior to the Offering are in accordance with the First Amended and Restated Agreement of Limited Partnership. Distributions declared per unit prior to the Offering relate to common units, as no subordinated units were outstanding prior to the date of the Offering.

(5)	Distributions attributable to periods subsequent to the Offering are in accordance with the Second Amended and Restated Agreement of Limited Partnership. Distributions declared per unit relate to common and subordinated units.

(6)	See “Non-GAAP Financial Measures” in Item 7. “Management's Discussion and Analysis of Financial Condition and Results of Operations” for a reconciliation of Gross Margin, Adjusted EBITDA, and Distributable Cash Flow to their most directly comparable financial measure calculated and presented in accordance with GAAP.

(7)	Distributable cash flow attributable to periods in years prior to the year of our formation are not shown.

(8)	Excludes condensate.

(9)	NGLs sold includes volumes of NGLs withdrawn from inventory or purchased for system balancing purposes.

(10)	Initial operation of our crude oil gathering system began on November 1, 2013.

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(1)	Gross margin is defined and reconciled to its most directly comparable financial measures calculated and presented below under the caption Non-GAAP Financial Measure.

(1)	2013 daily averages are computed utilizing a 365 day convention, and are not computed using a weighted average convention for the acquisition of Enogex.

(2)	Excludes condensate.

(3)	NGLs sold includes volumes of NGLs withdrawn from inventory or purchased for system balancing purposes.

(4)	Initial operation of our crude oil gathering system began on November 1, 2013.

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(1)	Gross margin, Adjusted EBITDA and distributable cash flow are defined and reconciled to their most directly comparable financial measures calculated and presented below under the caption Non-GAAP Financial Measure.

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•	The Partnership’s operating performance as compared to those of other publicly traded partnerships in the midstream energy industry, without regard to capital structure or historical cost basis;

•	The ability of the Partnership’s assets to generate sufficient cash flow to make distributions to its partners;

•	The Partnership’s ability to incur and service debt and fund capital expenditures; and

•	The viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities.

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•	the acquisition of Enogex on May 1, 2013, which added $186 million in gross margin and $70 million in operation and maintenance and general and administrative expenses during the year ended December 31, 2014; and

•	excluding the acquisition of Enogex:

•	higher Gathering and Processing gross margin of $32 million;

•	higher Transportation and Storage gross margin of $59 million; and

•	higher payroll related expenses of $29 million and higher non-capital costs of $16 million, offset by lower integration costs of $9 million and other costs of $8 million, all within operation and maintenance and general and administrative expenses.

•	higher gathering and processing capital expenditures of $299 million;

•	the payment of $434 million on notes receivable-affiliated companies in 2013;

•	investment in equity method affiliates of $189 million;

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•	lower transportation and storage capital expenditures of $45 million; and

•	distributions from equity method affiliates of $198 million in 2014.

•	cash on hand;

•	cash generated from operations;

•	proceeds of commercial paper issuances and borrowings under our Revolving Credit facility; and

•	capital raised through debt and equity markets

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•	maintenance capital expenditures, which are cash expenditures (including expenditures for the construction or development of new capital assets or the replacement, improvement or expansion of existing capital assets) made to maintain, over the long-term, our operating capacity or operating income; and

•	expansion capital expenditures, which are cash expenditures incurred for acquisitions or capital improvements that we expect will increase our operating income or operating capacity over the long term.

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(1)	The board of directors of Enable GP declared this $0.318 per common unit cash distribution on January 22, 2016, to be paid on February 12, 2016, to unitholders of record at the close of business on February 2, 2016.

(2)	The quarterly distribution for three months ended June 30, 2014 was prorated for the period beginning immediately after the closing of the Partnership's Offering, April 16, 2014 through June 30, 2014.

(1)	Estimated contractual interest payments associated with long-term debt are $79 million, $157 million, $131 million and $728 million in 2016, 2017 through 2018, 2019 through 2020 and after 2020, respectively. The Revolving Credit Facility estimated contractual interest payments are calculated utilizing the respective variable interest rates as of December 31, 2015.

(2)	Excludes premium on EOIT Senior Notes of $23 million.

(3)

Estimated contractual interest payments associated with notes payable-affiliated companies are $8 million, $8 million, $-0- and $-0- in 2016, 2017 through 2018, 2019 through 2020 and after 2020, respectively. The Partnership intends to redeem these notes in connection with the closing of the Private Placement. For a further discussion regarding the Private Placement, see Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operation —Liquidity and Capital Resources—Equity Issuances.”

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(1)	Excludes condensate.

(2)	Initial operation of our crude oil gathering system began on November 1, 2013.

(3)	NGLs sold includes volumes of NGLs withdrawn from inventory or purchased for system balancing purposes.

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(1)	Excludes $198 million in special distributions for the return of investment in SESH for the year ended December 31, 2014.

(2)	In the fourth quarter of 2015, the calculation of Adjusted EBITDA was modified to account for non-cash equity based compensation expense to be consistent with industry peers.

(3)	Adjusted interest expense, net excludes the effect of the amortization of the premium on EOIT’s fixed rate senior notes. This exclusion is the primary reason for the difference between “Interest expense, net” and “Adjusted interest expense, net.”

(4)	In the second quarter of 2015, the calculation of Distributable cash flow was modified to account for current income tax expense to be consistent with industry peers.

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•	Include the historical results of Enogex beginning on January 1, 2012;

•	Include incremental depreciation and amortization incurred on the step-up of Enogex’s assets;

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•	Include adjustments to revenue and cost of sales to reflect Enogex purchase price adjustments for the recurring impact of certain loss contracts and deferred revenues; and

•	Include a reduction to interest expense for recognition of a premium on Enogex’s fixed rate senior notes.

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(1)	The board of directors of Enable GP declared this $0.318 per common unit cash distribution on January 22, 2016, to be paid on February 12, 2016, to unitholders of record at the close of business on February 2, 2016.

(2)	The quarterly distribution for three months ended June 30, 2014 was prorated for the period beginning immediately after the closing of the Partnership's Offering, April 16, 2014 through June 30, 2014.

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(1)	Excludes $198 million in special distributions for the return of investment in SESH for the year ended December 31, 2014.

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(1)	Short-term debt includes $236 million and $253 million of commercial paper as of December 31, 2015 and 2014, respectively.

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(1)	Borrowing capacity is reduced by our borrowings outstanding under the commercial paper program. $236 million and $253 million of commercial paper was outstanding as of December 31, 2015 and 2014, respectively.

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(1)

The Partnership uses the market approach to fair value its gas imbalance assets and liabilities at individual, or where appropriate an average of, current market indices applicable to the Partnership’s operations, not to exceed net realizable value. Gas imbalances held by EOIT are valued using an average of the Inside FERC Gas Market Report for Panhandle Eastern Pipe Line Co. (Texas, Oklahoma Mainline), ONEOK (Oklahoma) and ANR Pipeline (Oklahoma) indices. There were no netting adjustments as of December 31, 2015 and 2014.

(2)	Gas imbalance assets exclude fuel reserves for under retained fuel due from shippers of $6 million and $4 million at December 31, 2015 and 2014, respectively, which fuel reserves are based on the value of natural gas at the time the imbalance was created and which are not subject to revaluation at fair market value.

(3)	Gas imbalance liabilities exclude fuel reserves for over retained fuel due to shippers of $5 million and $1 million at December 31, 2015 and 2014, respectively, which fuel reserves are based on the value of natural gas at the time the imbalance was created and which are not subject to revaluation at fair market value.

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(1)	The Partnership utilizes WTI crude swaps to manage exposure to condensate price risk. As the over-the-counter WTI crude swap is an active market, these derivative instruments will be classified as Level 2 as of December 31, 2015.

•	NGL put options, NGL futures and swaps, and WTI crude futures and swaps for condensate sales are used to manage the Partnership’s NGL and condensate exposure associated with its processing agreements;

•	natural gas futures and swaps are used to manage the Partnership’s keep-whole natural gas exposure associated with its processing operations and the Partnership’s natural gas exposure associated with operating its gathering, transportation and storage assets; and

•	natural gas futures and swaps, natural gas options and natural gas commodity purchases and sales are used to manage the Partnership’s natural gas exposure associated with its storage and transportation contracts and asset management activities.

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(1)	As of December 31, 2015, 97.7% of the natural gas contracts have durations of one year or less and 2.3% have durations of more than one year and less than two years. As of December 31, 2014, 91.2% of the natural gas contracts had durations of one year or less, 6.5% had durations of more than one year and less than two years and 2.2% have durations of more than two years.

(2)	As each of December 31, 2015 and 2014, 100% of the crude oil (for condensate) contracts have durations of one year or less.

(3)	As of December 31, 2015, 100% of the natural gas liquid contracts have durations of one year or less.

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(1)	See Note 11 for a reconciliation of the Partnership’s total derivatives fair value to the Partnership’s Consolidated Balance Sheet as of December 31, 2015 and 2014.

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(1)

The Partnership's contracts with OGE Energy to transport and sell natural gas to OGE Energy’s natural gas-fired generation facilities and store natural gas are reflected in Partnership’s Combined and Consolidated Statements of Income beginning on May 1, 2013. On March 17, 2014, the Partnership and the electric utility subsidiary of OGE Energy signed a new transportation agreement effective May 1, 2014 with a primary term through April 30, 2019. Following the primary term, the agreement will remain in effect from year to year thereafter unless either party provides notice of termination to the other party at least 180 days prior to the commencement of the succeeding annual period.

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(1)	Beginning on May 1, 2013, CenterPoint Energy assumed all employees of the Partnership and seconded such employees to the Partnership. Therefore, costs historically incurred directly by the Partnership for employment services are reflected as seconded employee costs subsequent to formation on May 1, 2013.

(2)	Corporate services and seconded employee expenses from OGE Energy are reflected in the Combined and Consolidated Statements of Income beginning on May 1, 2013.

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(1)	For performance units, this represents the target number of performance units granted. The actual number of performance units earned, if any, is dependent upon performance and may range from 0 percent to 200 percent of the target.

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(1)	See Note 9 for discussion regarding ownership interest in SESH and related equity earnings included in the Transportation and Storage segment for the years ended December 31, 2015, 2014 and 2013.

(2)	The Partnership had no external customers accounting for 10% or more of revenues in periods shown. See Note 14 for revenues from affiliated companies.

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•	possesses appropriate skills and professional experience;

•	has a reputation for integrity and other qualities;

•	possesses expertise, including industry knowledge, determined in the context of the needs of the Board of Directors;

•	has experience in positions with a high degree of responsibility;

•	is a leader in the organizations with which he or she is affiliated;

•	is diverse in terms of geography, gender, ethnicity and age;

•	has the time, energy, interest and willingness to serve as a member of the Board of Directors; and

•	meets such standards of independence and financial knowledge as may be required or desirable.

(1)	One Leadership Square, 211 North Robinson Avenue, Suite 150, Oklahoma City, Oklahoma 73102

(2)	321 North Harvey, P.O. Box 321, Oklahoma City, Oklahoma 73101

(3)	1111 Louisiana Street, Houston, Texas 77002

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(1)

Amounts in this column reflect the aggregate grant date fair value amount of the Partnership equity based unit awards granted to each named executive officer. The grant date fair value amount is computed in accordance with FASB ASC Topic 718 based on the probable achievement level of the underlying performance conditions as of the grant date. Please refer to the Grants of Plan-Based Awards table for 2015 and the accompanying footnotes. Assuming achievement of the performance goals at the maximum level, the grant date fair value of the performance units granted in 2015 and included in this column would be $797,150 for Ms. Farmer, $1,765,939 for Mr. Sailor, $797,150 for Mr. Schroeder and $1,882,952 for Mr. Weissgarber. Assuming achievement of the performance goals at the maximum level, the grant date fair value of the performance units granted in 2014 and included in this column would be $2,076,006 for Mr. Sailor and $692,019 for Mr. Schroeder. Awards granted to Ms. Farmer in 2014 are restricted unit awards and calculated based on the closing price of the Partnership's common units, as reported on the NYSE on the grant date.

(2)	Amounts in this column reflect amounts earned under the Partnership's Short-Term Incentive Plan.

(3)

Amounts in this column reflect the actuarial increase in the present value of Mr. Schroeder's benefits under CenterPoint Energy's qualified defined benefit pension plans as reported to us by CenterPoint Energy, which CenterPoint Energy has represented to us was reported in the Notes to CenterPoint Energy’s Consolidated Financial Statements for the year ended December 31, 2014 that was included in CenterPoint Energy’s 10-K for the year ended December 31, 2014. Under the terms of the Master Formation Agreement, the Partnership has no current or future liability for any accumulated pension obligations under CenterPoint Energy's qualified defined benefit pension plans. During 2014, the Partnership reimbursed CenterPoint Energy for the aggregate period costs recognized by CenterPoint Energy in accordance with FASB ASC Topic 718 attributable to participants seconded to us by CenterPoint Energy. Such period costs were not allocated to individual participants.

(4)	The following table sets forth the elements of All Other Compensation for 2014 and 2015.

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(5)	Represents salary from December 1, 2015 to December 31, 2015. Mr. Delaney was employed and compensated by OGE Energy from May 29, 2015 to December 1, 2015. During this time, we reimbursed OGE Energy $100,000 per month for Mr. Delaney's services.

(6)	Represents salary from hire date on September 29, 2014 to December 31, 2014.

(7)	Represents salary from hire date on April 1, 2014 to December 31, 2014.

(8)	Represents salary during secondment to the Partnership from March 1, 2014 to December 31, 2014.

(9)	Represents salary from hire date on January 5, 2015 to December 31, 2015.

(10)	Represents salary from January 1, 2015 to May 29, 2015, which is the effective date of Mr. Bourdon's departure.

(11)	Represents salary from hire date on February 1, 2014 to December 31, 2014.

(12)

Amount represents a $132,000 signing bonus upon employment with the Partnership and a $50,000 discretionary bonus. Although Ms. Farmer was not eligible to receive an award for 2014 under the Partnership’s Short-Term Incentive Plan, the Compensation Committee elected to pay Ms. Farmer a discretionary bonus of $50,000 that was calculated in accordance with the methodology used for 2014 awards to named executive officers under the Short-Term Incentive Plan.

(13)	Amount represents a signing bonus upon employment with the Partnership.

(14)	Amounts include an award of 24,000 restricted units Ms. Farmer received upon employment with the Partnership, of which 12,000 units vested on September 1, 2015 (3,913 of these units were withheld for taxes) and 12,000 units will vest on September 1, 2016.

(15)	Amounts include an award of 25,000 restricted units Mr. Sailor received upon completion of the Offering which will vest on April 16, 2018; 137,500 restricted units Mr. Sailor received upon completion of the Offering, of which 62,508 units vested on March 1, 2015 (21,801 of these units were withheld for taxes) and 74,992 units will vest on March 1, 2016.

(16)	Amounts include an award of 45,230 restricted units Mr. Weissgarber received upon employment with the Partnership, which was forfeited upon his resignation.

(17)

Amounts include an award of 150,000 restricted units Mr. Bourdon received upon completion of the Offering, which, but for his resignation, would have vested on April 16, 2018; 375,000 restricted units Mr. Bourdon received upon completion of the Offering, of which150,000 units vested on August 1, 2014 (62,925 of these units were withheld for taxes), 75,000 units vested on February 1, 2015, and, but for his resignation, 75,000 units would have vested on February 1, 2016 and 2017.

(18)	None of our named executive officers received perquisites valued in excess of $10,000 in 2015.

(19)

In connection with Mr. Bourdon’s May 29, 2015 departure, Mr. Bourdon and the Partnership negotiated a severance agreement that was consistent with the severance terms agreed upon at the time of his hiring, which terms provided for a lump-sum cash payment equal to his annual salary of $600,000; his annual target bonus of $600,000; plus an allowance of $7,241 representing 6 months of the Partnership portion of COBRA insurance coverage. This lump-sum payment was offset by $50,801 for an erroneous payment made prior to his departure. In addition, the remaining 150,000 restricted common units granted to Mr. Bourdon at the time of his hire that had not yet vested were accelerated at a value of $2,127,000, and one-half of the 150,000 restricted common units granted to Mr. Bourdon in connection with the Partnership's initial public offering in April 2014 were vested at a value of $1,335,000. The lump-sum cash payment is reflected in All Other Compensation, but the accelerated vesting is included in the 2015 Option Exercises and Stock Vested Table.

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(1)

Amounts in columns (c), (d) and (e) of the Grants of Plan-Based Awards Table for 2015 above represent the threshold, target and maximum amounts that would be payable to named executive officers pursuant to the 2015 annual incentive awards made under the Enable Midstream Partners, LP Short- Term Incentive Plan. The short-term incentive plan was designed with a funding trigger that requires threshold performance for the plan to payout. If threshold performance is not met, no payments will be made. For each performance measure, established thresholds were set (at which 50% payout would be made), a target level of performance (at which a 100% payout would be made) and a maximum level of performance (at or above which a 150% payout would be made) based on eligible earnings. The award may be increased or decreased at the Compensation Committee's discretion based on the performance of the named executive officer, but the award may not exceed 200% of the named executive officer's target. As discussed in the Compensation Discussion and Analysis above, the amount that each executive officer will receive is dependent upon Partnership performance against a distributable cash flow per unit target (50%), operations & maintenance expense (30%) and a safety target (20%).

(2)

Amounts in columns (f), (g) and (h) above represent awards of performance units under Enable Midstream Partners, LP Long-Term Incentive Plan. All payouts of such performance units will be made in units and any accumulated distribution equivalent rights will be paid in cash. Due to their variable nature, accumulated distribution equivalent rights are not disclosed in the table above. The conditions of the 2015 award entitle the named executive officer to receive from 0 percent to 200 percent of the performance units granted depending upon the Partnership’s total unitholder return over a three-year period (defined as unit price increase (decrease) since December 31, 2014 plus distributions paid, divided by unit price at December 31, 2014) measured against the total unitholder return for such period of our performance peer group consisting of 18 companies. At the end of the three-year period (i.e., December 31, 2017), the terms of these performance units provide for payout of 100 percent of the performance units initially granted if the Partnership's total unitholder return is at the 50th percentile of the peer group, with higher payouts for performance above the 50th percentile up to 200 percent of the performance units granted if total unitholder return is at or above the 90th percentile of the peer group. The terms of these performance units provide for payouts of less than 100 percent of the performance units granted if the Partnership's total unitholder return is below the 50th percentile of the peer group, with no payout for performance below the 30th percentile.

(3)	Amounts reflect the grant date fair value based on a probable value of these awards or target value, of 100% payout. See Note 17 to the financial statements for further information.

(4)	This award was received upon Mr. Weissgarber's employment with the Partnership, which was effective on January 5, 2015. This award was forfeited upon Mr. Weissgarber’s resignation on February 11, 2016.

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(1)	This amount represents a restricted unit award under the Enable Midstream Partners long-term incentive plan scheduled to vest on September 1, 2016. Values were calculated based on a $9.20 closing price of the Partnership's common units, as reported on the NYSE at December 31, 2015.

(2)	This amount represents two restricted unit awards under the Enable Midstream Partners long-term incentive plan, of which 74,992 will vest on March 1, 2016 and 25,000 will vest on April 16, 2018. Values were calculated based on a $9.20 closing price of the Partnership's common units, as reported on the NYSE at December 31, 2015.

(3)	This amount represents a restricted unit award under the Enable Midstream Partners long-term incentive plan forfeited upon Mr. Weissgarber's resignation on February 11, 2016. Values were calculated based on a $9.20 closing price of the Partnership's common units, as reported on the NYSE at December 31, 2015.

(4)

This amount represents a performance unit award under the Enable Midstream Partners long-term incentive plan. The performance cycle began on January 1, 2015 and ends December 31, 2017. The number of units listed reflects the number of units paid at threshold performance. The value of the awards were calculated based on threshold performance of 50% and a $9.20 closing price of the Partnership's common units, as reported on the NYSE on December 31, 2015. The performance unit award for Mr. Weissgarber was forfeited upon his resignation on February 11, 2016.

(5)

This amount represents a performance unit award under the Enable Midstream Partners long-term incentive plan. The performance cycle began on April 11, 2014 and ends December 31, 2016. The number of units listed reflects the number of units paid at threshold performance. The value of the awards were calculated based on threshold payout of 50% and a $9.20 closing price of the Partnership's common units, as reported on the NYSE on December 31, 2015.

(6)

This amount represents awards under the CenterPoint Energy long-term incentive plan. This amount represents the portion of the performance units allocated to us for the performance period of January 1, 2013 through December 31, 2015. 2,000 shares are subject to only one achievement level, the remaining 4,700 are shown at threshold achievement of 50%. Each performance share will be payable, if earned in one share of CenterPoint Energy common stock. Values were calculated based on a $18.36 closing price of CenterPoint Energy's common stock, as reported on the NYSE at December 31, 2015.

(7)	The amount of performance units reported in the 2014 10-K was 9,050, which was in error.

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(1)	This amount reflects the distribution of 12,000 restricted units granted on September 29, 2014. The units vested on September 1, 2015 and the award was paid out in units of the Partnership.

(2)	This amount reflects the distribution of 62,508 restricted units granted on April 16, 2014. The units vested on March 1, 2015 and the award was paid out in units of the Partnership.

(3)	This amount reflects the distribution of 5,000 phantom units granted on April 21, 2014. The units vested on April 21, 2015 and the award was paid out in units of the Partnership.

(4)	This amount reflects the distribution of three restricted unit awards granted on April 16, 2014, of which 75,000 vested on February 1, 2015, 75,000 vested on May 29, 2015 and 150,000 vested on July 15, 2015 and the award was paid out in units of the Partnership.

(5)

Reflects the value of the payout of CenterPoint Energy performance units granted in January 2012 for performance period ending December 31, 2014. Performance was based on 50% total shareholder return and 50% earnings per share, the combined achievement, as certified by CenterPoint Energy’s Board, resulting in a payout of 3,765 shares of CenterPoint Energy’s common stock, the cost of which was reimbursed by the Partnership.

(6)

Reflects the value of the payout of CenterPoint Energy stock award granted in February 2012. The vesting of the stock award was subject to the participant’s continued employment and the ability of CenterPoint Energy to declare a dividend of at least $2.43 per share over the three year period ending December 31, 2014. Awards were paid out in shares of CenterPoint Energy’s common stock, the cost of which was reimbursed by the Partnership.

(7)	The value of the awards were calculated based on the closing price of the Partnership's common units, as reported on the NYSE on the date of vesting.

(1)	The Partnership adopted a nonqualified, deferred compensation plan in 2014. Compensation may be deferred under the plan beginning in

(2)	The amounts disclosed in this column also are disclosed in the "All Other Compensation" column of the Summary Compensation Table and are further described in the All Other Compensation Table.

(3)	Represents earnings on invested funds in each Executive's individual account.

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(1)

Mr. Harris received a $70,000 annual retainer for his service as a director, a $12,500 annual retainer for his service as chairman of the Compensation Committee and a $28,125 retainer for his services as the Board of Director's lead director on the integration of the Partnership. Mr. Hobbs received a $70,000 annual retainer for his service as a director. Mr. Kind received a $70,000 annual retainer for his service as a director and a $15,000 annual retainer for his service as chairman of the Audit Committee.

(2)	Reflects the aggregate grant date fair value of 2015 unit awards computed in accordance with FASB ASC Topic 718. Awards granted to independent directors vested immediately. See Note 17 to the financial statements for further information.

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*	Less than 1%

(1)

Based on a Schedule 13D/A filed with the SEC pursuant to the Exchange Act on February 1, 2016. The common units and subordinated units reported represent the aggregated beneficial ownership by CenterPoint Energy, Inc., together with its wholly owned subsidiaries. CenterPoint Energy, Inc. may be deemed to have sole voting power with respect to 233,856,623 common units and subordinated units. CenterPoint Energy, Inc. has no shared voting or dispositive power with respect to any of the common units or subordinated units shown. On January 28, 2016, the Partnership entered into an agreement with CenterPoint Energy, Inc. to issue and sell in a Private Placement an aggregate of 14,520,000 Preferred Units. The Private Placement is expected to close prior to the end of the first quarter of 2016, subject to certain closing conditions. For a further discussion regarding the Private Placement, see Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operation - Liquidity and Capital Resources - Equity Issuances.”

(2)

Based on a Schedule 13G filed with the SEC pursuant to the Exchange Act on February 11, 2015. The common units reported represent the aggregated beneficial ownership by OGE Energy Corp., together with its wholly owned subsidiaries. OGE Energy Corp. may be deemed to have sole voting power with respect to 110,982,805 common units and subordinated units. OGE Energy Corp. has no shared voting or dispositive power with respect to any of the common units or subordinated units shown.

(3)

Based on a Schedule 13G filed with the SEC pursuant to the Exchange Act on February 17, 2015. ArcLight Capital Partners, LLC is the investment advisor for, and ArcLight Capital Holdings, LLC is the managing partner of the general partner of ArcLight Energy Partners Fund V, L.P. and ArcLight Energy Partners Fund IV, L.P. ArcLight Capital Holding, LLC is the sole member of the general partner of Bronco Midstream Partners, L.P. The common units reported herein are held by Enogex Holdings and Bronco Midstream Infrastructure LLC. ArcLight Energy Partners Fund V, L.P., ArcLight Energy Partners Fund IV, L.P. and Bronco Midstream Partners, L.P. have monetary interests in the common units. Bronco Midstream Infrastructure, LLC may be deemed to have shared voting and dispositive power with respect to 43,585,926 common units. Each of Enogex Holdings LLC, ArcLight Capital Partners, LLC, ArcLight Capital Holdings, LLC, ArcLight Energy Partners Fund V, L.P., ArcLight Energy Partners Fund IV, L.P., Bronco Midstream Partners, L.P. and

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(4)	One Leadership Square, 211 North Robinson Avenue, Suite 150, Oklahoma City, Oklahoma 73102

(5)	1111 Louisiana Street, Houston, Texas 77002

(6)	321 North Harvey, P.O. Box 321, Oklahoma City, Oklahoma 73101

(7)	These units were forfeited upon Mr. Weissgarber's resignation on February 11, 2016.

(1)	Our Long-Term Incentive Plan was adopted by our general partner for the benefit of our officers, directors and employees. See Item 11. "Executive Compensation-Compensation Discussion and Analysis." The plan provides for the issuance of a total of 13,100,000 common units under the plan.

(2)	The number of securities remaining available for future issuance includes 581,772 restricted units that have been granted under our long-term incentive plan that have not vested.

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•	their authority to enter into the transactions that formed us and the capitalization of the entities contributed to us;

•	permits related to the operation of the assets contributed to us;

•	compliance with environmental laws;

•	title to properties and rights of way;

•	the tax classification of the entities contributed to us;

•	indemnified taxes; and

•	events and conditions associated with their ownership and operation of the contributed assets.

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1.	Title and Duties. As interim President and Chief Executive Officer of the General Partner, you will continue to report directly to the General Partner’s Board of Directors. Your duties, powers, and responsibilities will continue to include those commensurate with such title and other duties, powers, and responsibilities as the Board of Directors may assign to you.

2.	Compensation. During the Term, your compensation shall consist solely of a salary of $100,000, payable on or before December 31, 2015, subject to applicable withholding for federal, state and local income and employment taxes.

3.	Benefits. By signing this Agreement, you knowingly and voluntarily waive all rights you may have to participate in the Company’s and the Partnership’s benefit and incentive compensation plans.

4.	Term. You will be an “at-will” employee of the Company during the Term. Your employment with the Company will terminate at the end of the last day of the Term when you cease to be the interim President and Chief Executive Officer of the General Partner.

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1.1	Plan

1.2	Effective Dates

1.3	Amounts Not Subject to Code Section 409A

2.1	Account

2.2	Administrator

2.3	Adoption Agreement

2.4	Beneficiary

2.5	Board or Board of Directors

2.6	Bonus

2.7	Change in Control

2.8	Code

2.9	Compensation

2.10	Director

2.11	Disability

2.12	Eligible Employee

2.13	Employer

2.14	ERISA

2.15	Identification Date

2.16	Key Employee

2.17	Participant

2.18	Plan

2.19	Plan Sponsor

2.20	Plan Year

2.21	Related Employer

2.22	Retirement

2.23	Separation from Service

2.24	Unforeseeable Emergency

2.25	Valuation Date

2.26	Years of Service

3.1	Participation

3.2	Termination of Participation

4.1	Deferral Agreement

4.2	Amount of Deferral

4.3	Timing of Election to Defer

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4.4	Election of Payment Schedule and Form of Payment

5.1	Matching Contributions

5.2	Other Contributions

6.1	Establishment of Account

6.2	Credits to Account

7.1	Investment Options

7.2	Adjustment of Accounts

8.1	Vesting

8.2	Death

8.3	Disability

9.1	Amount of Benefits

9.2	Method and Timing of Distributions

9.3	Unforeseeable Emergency

9.4	Payment Election Overrides

9.5	Cashouts of Amounts Not Exceeding Stated Limit

9.6	Required Delay in Payment to Key Employees

9.7	Change in Control

9.8	Permissible Delays in Payment

9.9	Permitted Acceleration of Payment

10.1	Amendment by Plan Sponsor

10.2	Plan Termination Following Change in Control or Corporate Dissolution

10.3	Other Plan Terminations

11.1	Establishment of Trust

11.2	Rabbi Trust

11.3	Investment of Trust Funds

12.1	Powers and Responsibilities of the Administrator

12.2	Claims and Review Procedures

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12.3	Plan Administrative Costs

13.1	Unsecured General Creditor of the Employer

13.2	Employer’s Liability

13.3	Limitation of Rights

13.4	Anti-Assignment

13.5	Facility of Payment

13.6	Notices

13.7	Tax Withholding

13.8	Indemnification

13.9	Successors

13.10	Disclaimer

13.11	Governing Law

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1.1	Plan. The Plan will be referred to by the name specified in the Adoption Agreement.

1.2	Effective Dates.

(a)	Original Effective Date. The Original Effective Date is the date as of which the Plan was initially adopted.

(b)	Amendment Effective Date. The Amendment Effective Date is the date specified in the Adoption Agreement as of which the Plan is amended and restated. Except to the extent otherwise provided herein or in the Adoption Agreement, the Plan shall apply to amounts deferred and benefit payments made on or after the Amendment Effective Date.

(c)	Special Effective Date. A Special Effective Date may apply to any given provision if so specified in Appendix A of the Adoption Agreement. A Special Effective Date will control over the Original Effective Date or Amendment Effective Date, whichever is applicable, with respect to such provision of the Plan.

1.3	Amounts Not Subject to Code Section 409A

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2.1

“Account” means an account established for the purpose of recording amounts credited on behalf of a Participant and any income, expenses, gains, losses or distributions included thereon. The Account shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant or to the Participant’s Beneficiary pursuant to the Plan.

2.2	“Administrator” means the person or persons designated by the Plan Sponsor in Section 1.05 of the Adoption Agreement to be responsible for the administration of the Plan. If no Administrator is designated in the Adoption Agreement, the Administrator is the Plan Sponsor.

2.3	“Adoption Agreement” means the agreement adopted by the Plan Sponsor that establishes the Plan.

2.4	“Beneficiary” means the persons, trusts, estates or other entities entitled under Section 8.2 to receive benefits under the Plan upon the death of a Participant.

2.5	“Board” or “Board of Directors” means the Board of Directors of the Plan Sponsor.

2.6	“Bonus” means an amount of incentive remuneration payable by the Employer to a Participant.

2.7	“Change in Control” means the occurrence of an event involving the Plan Sponsor that is described in Section 9.7.

2.8	“Code” means the Internal Revenue Code of 1986, as amended.

2.9	“Compensation” has the meaning specified in Section 3.01 of the Adoption Agreement.

2.10	“Director” means a non-employee member of the Board who has been designated by the Employer as eligible to participate in the Plan.

2.11

“Disability” means a determination by the Administrator that the Participant is either (a) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (b) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Employer. A Participant will be considered to have incurred a Disability if he is determined to be totally disabled by the Social Security Administration or the Railroad Retirement Board.

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2.12	“Eligible Employee” means an employee of the Employer who satisfies the requirements in Section 2.01 of the Adoption Agreement.

2.13	“Employer” means the Plan Sponsor and any other entity which is authorized by the Plan Sponsor to participate in and, in fact, does adopt the Plan.

2.14	“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

2.15	“Identification Date” means the date as of which Key Employees are determined which is specified in Section 1.06 of the Adoption Agreement.

2.16	“Key Employee” means an employee who satisfies the conditions set forth in Section 9.6.

2.17	“Participant” means an Eligible Employee or Director who commences participation in the Plan in accordance with Article 3.

2.18	“Plan” means the unfunded plan of deferred compensation set forth herein, including the Adoption Agreement and any trust agreement, as adopted by the Plan Sponsor and as amended from time to time.

2.19	“Plan Sponsor” means the entity identified in Section 1.03 of the Adoption Agreement or any successor by merger, consolidation or otherwise.

2.20	“Plan Year” means the period identified in Section 1.02 of the Adoption Agreement.

2.21	“Related Employer” means the Employer and (a) any corporation that is a member of a controlled group of corporations as defined in Code Section 414(b) that includes the Employer and (b) any trade or business that is under common control as defined in Code Section 414(c) that includes the Employer.

2.22	“Retirement” has the meaning specified in 6.01(f) of the Adoption Agreement.

2.23

“Separation from Service” means the date that the Participant dies, retires or otherwise has a termination of employment with respect to all entities comprising the Related Employer. A Separation from Service does not occur if the Participant is on military leave, sick leave or other bona fide leave of absence if the period of leave does not exceed six months or such longer period during which the Participant’s right to re-employment is provided by statute or contract. If the period of leave exceeds six months and the Participant’s right to re-employment is not provided either by statute or contract, a Separation from Service will be deemed to have occurred on the first day following the six-month period. If the period of leave is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six months, where the impairment causes the Participant to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, a 29 month period of absence may be substituted for the six month period.

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2.24

“Unforeseeable Emergency” means a severe financial hardship of the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, the Participant’s Beneficiary, or the Participant’s dependent (as defined in Code Section 152, without regard to Code section 152(b)(1), (b)(2) and (d)(1)(B); loss of the Participant’s property due to casualty; or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.

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2.25	“Valuation Date” means each business day of the Plan Year that the New York Stock Exchange is open.

2.26	“Years of Service” means each one year period for which the Participant receives service credit in accordance with the provisions of Section 7.01(d) of the Adoption Agreement.

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3.1	Participation. The Participants in the Plan shall be those Directors and employees of the Employer who satisfy the requirements of Section 2.01 of the Adoption Agreement.

3.2	Termination of Participation. The Administrator may terminate a Participant’s participation in the Plan in a manner consistent with Code Section 409A. If the Employer terminates a Participant’s participation before the Participant experiences a Separation from Service the Participant’s vested Accounts shall be paid in accordance with the provisions of Article 9.

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4.1

Deferral Agreement. If permitted by the Plan Sponsor in accordance with Section 4.01 of the Adoption Agreement, each Eligible Employee and Director may elect to defer his Compensation within the meaning of Section 3.01 of the Adoption Agreement by executing in writing or electronically, a deferral agreement in accordance with rules and procedures established by the Administrator and the provisions of this Article 4.

4.2	Amount of Deferral. An Eligible Employee or Director may elect to defer Compensation in any amount permitted by Section 4.01(a) of the Adoption Agreement.

4.3

Timing of Election to Defer. Each Eligible Employee or Director who desires to defer Compensation otherwise payable during a Plan Year must execute a deferral agreement within the period preceding the Plan Year specified by the Administrator. Each Eligible Employee who desires to defer Compensation that is a Bonus must execute a deferral agreement within the period preceding the Plan Year during which the Bonus is earned that is specified by the Administrator, except that if the Bonus can be treated as performance based compensation as described in Code Section 409A(a)(4)(B)(iii), the deferral agreement may be executed within the period specified by the Administrator, which period, in no event, shall end after the date which is six months prior to the end of the period during which the Bonus is earned, provided the Participant has performed services continuously from the later of the beginning of the performance period or the date the performance criteria are established through the date the Participant executed the deferral agreement and provided further that the compensation has not yet become ‘readily ascertainable’ within the meaning of Reg. Sec 1.409A-2(a)(8). In addition, if the Compensation qualifies as ‘fiscal year compensation’ within the meaning of Reg. Sec. 1.409A-2(a)(6), the deferral agreement may be made not later than the end of the Employer’s taxable year immediately preceding the first taxable year of the Employer in which any services are performed for which such Compensation is payable.

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4.4	Election of Payment Schedule and Form of Payment.

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5.1

Matching Contributions. If elected by the Plan Sponsor in Section 5.01(a) of the Adoption Agreement, the Employer will credit the Participant’s Account with a matching contribution determined in accordance with the formula specified in Section 5.01(a) of the Adoption Agreement. The matching contribution will be treated as allocated to the Participant’s Account at the time specified in Section 5.01(a)(iii) of the Adoption Agreement.

5.2

Other Contributions. If elected by the Plan Sponsor in Section 5.01(b) of the Adoption Agreement, the Employer will credit the Participant’s Account with a contribution determined in accordance with the formula or method specified in Section 5.01(b) of the Adoption Agreement. The contribution will be treated as allocated to the Participant’s Account at the time specified in Section 5.01(b)(iii) of the Adoption Agreement.

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6.1

Establishment of Account. For accounting and computational purposes only, the Administrator will establish and maintain an Account on behalf of each Participant which will reflect the credits made pursuant to Section 6.2, distributions or withdrawals, along with the earnings, expenses, gains and losses allocated thereto, attributable to the hypothetical investments made with the amounts in the Account as provided in Article 7. The Administrator will establish and maintain such other records and accounts, as it decides in its discretion to be reasonably required or appropriate to discharge its duties under the Plan.

6.2	Credits to Account. A Participant’s Account will be credited for each Plan Year with the amount of his elective deferrals under Section 4.1 at or within a reasonable time following the time the amount subject to the deferral election would otherwise have been payable to the Participant and the amount of Employer contributions treated as allocated on his behalf under Article 5.

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7.1	Investment Options. The amount credited to each Account shall be treated as invested in the investment options designated for this purpose by the Administrator.

7.2

Adjustment of Accounts. The amount credited to each Account shall be adjusted for hypothetical investment earnings, expenses, gains or losses in an amount equal to the earnings, expenses, gains or losses attributable to the investment options selected by the party designated in Section 9.01 of the Adoption Agreement from among the investment options provided in Section 7.1. If permitted by Section 9.01 of the Adoption Agreement, a Participant (or the Participant’s Beneficiary after the death of the Participant) may, in accordance with rules and procedures established by the Administrator, select the investments from among the options provided in Section 7.1 to be used for the purpose of calculating future hypothetical investment adjustments to the Account or to future credits to the Account under Section 6.2 effective as of the Valuation Date coincident with or next following notice to the Administrator. Each Account shall be adjusted as of each Valuation Date to reflect: (a) the hypothetical earnings, expenses, gains and losses described above; (b) amounts credited pursuant to Section 6.2; and (c) distributions or withdrawals. In addition, each Account may be adjusted for its allocable share of the hypothetical costs and expenses associated with the maintenance of the hypothetical investments provided in Section 7.1.

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8.1	Vesting. A Participant, at all times, has a 100% nonforfeitable interest in the amounts credited to his Account attributable to his elective deferrals made in accordance with Section 4.1.

8.2

Death. The Plan Sponsor may elect to accelerate vesting upon the death of the Participant in accordance with Section 7.01(c) of the Adoption Agreement and/or to accelerate distributions upon Death in accordance with Section 6.01(b) or Section 6.01(d) of the Adoption Agreement. If the Plan Sponsor does not elect to accelerate distributions upon death in accordance with Section 6.01(b) or Section 6.01(d) of the Adoption Agreement, the vested amount credited to the Participant’s Account will be paid in accordance with the provisions of Article 9.

8.3

Disability. If the Plan Sponsor has elected to accelerate vesting upon the occurrence of a Disability in accordance with Section 7.01(c) of the Adoption Agreement and/or to permit distributions upon Disability in accordance with Section 6.01(b) or Section 6.01(d) of the Adoption Agreement, the determination of whether a Participant has incurred a Disability shall be made by the Administrator in its sole discretion in a manner consistent with the requirements of Code Section 409A.

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9.1	Amount of Benefits. The vested amount credited to a Participant’s Account as determined under Articles 6, 7 and 8 shall determine and constitute the basis for the value of benefits payable to the Participant under the Plan.

9.2

Method and Timing of Distributions. Except as otherwise provided in this Article 9, distributions under the Plan shall be made in accordance with the elections made or deemed made by the Participant under Article 4. Subject to the provisions of Section 9.6 requiring a six month delay for certain distributions to Key Employees, distributions following a payment event shall commence at the time specified in Section 6.01(a) of the Adoption Agreement. If permitted by Section 6.01(g) of the Adoption Agreement, a Participant may elect, at least twelve months before a scheduled distribution event, to delay the payment date for a minimum period of sixty months from the originally scheduled date of payment, provided the election does not take effect for at least twelve months from the date on which the election is made. The distribution election change must be made in accordance with procedures and rules established by the Administrator. The Participant may, at the same time the date of payment is deferred, change the form of payment but such change in the form of payment may not effect an acceleration of payment in violation of Code Section 409A or the provisions of Reg. Sec. 1.409A-2(b). For purposes of this Section 9.2, a series of installment payments is always treated as a single payment and not as a series of separate payments.

9.3

Unforeseeable Emergency. A Participant may request a distribution due to an Unforeseeable Emergency if the Plan Sponsor has elected to permit Unforeseeable Emergency withdrawals under Section 8.01(a) of the Adoption Agreement. The request must be in writing and must be submitted to the Administrator along with evidence that the circumstances constitute an Unforeseeable Emergency. The Administrator has the discretion to require whatever evidence it deems necessary to determine whether a distribution is warranted, and may require the Participant to certify that the need cannot be met from other sources reasonably available to the Participant. Whether a Participant has incurred an Unforeseeable Emergency will be determined by the Administrator on the basis of the relevant facts and circumstances in its sole discretion, but, in no event, will an Unforeseeable Emergency be deemed to exist if the hardship can be relieved: (a) through reimbursement or compensation by insurance or otherwise, (b) by liquidation of the Participant’s assets to the extent such liquidation would not itself cause severe financial hardship, or (c) by cessation of deferrals under the Plan. A distribution due to an Unforeseeable Emergency must be limited to the amount reasonably necessary to satisfy the emergency need and may include any amounts necessary to pay any federal, state, foreign or local income taxes and penalties reasonably anticipated to result from the distribution. The distribution will be made in the form of a single lump sum cash payment. If permitted by Section 8.01(b) of the Adoption Agreement, a Participant’s deferral elections for the remainder of the Plan Year will be cancelled upon a withdrawal due to an Unforeseeable Emergency. If the payment of all or any portion of the Participant’s vested Account is being delayed in accordance with Section 9.6 at the time he experiences an Unforeseeable Emergency, the amount being delayed shall not be subject to the provisions of this Section 9.3 until the expiration of the six month period of delay required by section 9.6.

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9.4

Payment Election Overrides. If the Plan Sponsor has elected one or more payment election overrides in accordance with Section 6.01(d) of the Adoption Agreement, the following provisions apply. Upon the occurrence of the first event selected by the Plan Sponsor, the remaining vested amount credited to the Participant’s Account shall be paid in the form designated to the Participant or his Beneficiary regardless of whether the Participant had made different elections of time and /or form of payment or whether the Participant was receiving installment payments at the time of the event.

9.5

Cashouts Of Amounts Not Exceeding Stated Limit. If the vested amount credited to the Participant’s Account does not exceed the limit established for this purpose by the Plan Sponsor in Section 6.01(e) of the Adoption Agreement at the time he incurs a Separation from Service for any reason, the Employer shall distribute such amount to the Participant at the time specified in Section 6.01(a) of the Adoption Agreement in a single lump sum cash payment following such Separation from Service regardless of whether the Participant had made different elections of time or form of payment as to the vested amount credited to his Account or whether the Participant was receiving installments at the time of such termination. A Participant’s Account, for purposes of this Section 9.5, shall include any amounts described in Section 1.3.

9.6

Required Delay in Payment to Key Employees. Except as otherwise provided in this Section 9.6, a distribution made on account of Separation from Service (or Retirement, if applicable) to a Participant who is a Key Employee as of the date of his Separation from Service (or Retirement, if applicable) shall not be made before the date which is six months after the Separation from Service (or Retirement, if applicable). If payments to a Key Employee are delayed in accordance with this Section 9.6, the payments to which the Key Employee would otherwise have been entitled during the six month period shall be accumulated and paid in a single lump sum at the time specified in Section 6.01(a) of the Adoption Agreement after the six month period elapses.

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9.7

Change in Control. If the Plan Sponsor has elected to permit distributions upon a Change in Control, the following provisions shall apply. A distribution made upon a Change in Control will be made at the time specified in Section 6.01(a) of the Adoption Agreement in the form elected by the Participant in accordance with the procedures described in Article 4. Alternatively, if the Plan Sponsor has elected in accordance with Section 11.02 of the Adoption Agreement to require distributions upon a Change in Control, the Participant’s remaining vested Account shall be paid to the Participant or the Participant’s Beneficiary at the time specified in Section 6.01(a) of the Adoption Agreement as a single lump sum payment. A Change in Control, for purposes of the Plan, will occur upon a change in the ownership of the Plan Sponsor, a change in the effective control of the Plan Sponsor or a change in the ownership of a substantial portion of the assets of the Plan Sponsor, but only if elected by the Plan Sponsor in Section 11.03 of the Adoption Agreement. The Plan Sponsor, for this purpose, includes any corporation identified in this Section 9.7. All distributions made in accordance with this Section 9.7 are subject to the provisions of Section 9.6.

(a)

Relevant Corporations. To constitute a Change in Control for purposes of the Plan, the event must relate to (i) the corporation for whom the Participant is performing services at the time of the Change in Control, (ii) the corporation that is liable for the payment of the Participant’s benefits under the Plan (or all corporations liable if more than one corporation is liable) but only if either the deferred compensation is attributable to the performance of services by the Participant for such corporation (or corporations) or there is a bona fide business purpose for such corporation (or corporations) to be liable for such payment and, in either case, no significant purpose of making such corporation (or corporations) liable for such

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(b)

Stock Ownership. Code Section 318(a) applies for purposes of determining stock ownership. Stock underlying a vested option is considered owned by the individual who owns the vested option (and the stock underlying an unvested option is not considered owned by the individual who holds the unvested option). If, however, a vested option is exercisable for stock that is not substantially vested (as defined by Treasury Regulation Section 1.83-3(b) and (j)) the stock underlying the option is not treated as owned by the individual who holds the option.

(c)

Change in the Ownership of a Corporation. A change in the ownership of a corporation occurs on the date that any one person or more than one person acting as a group, acquires ownership of stock of the corporation that, together with stock held by such person or group, constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of such corporation. If any one person or more than one person acting as a group is considered to own more than fifty percent (50%) of the total fair market value or total voting power of the stock of a corporation, the acquisition of additional stock by the same person or persons is not considered to cause a change in the ownership of the corporation (or to cause a change in the effective control of the corporation as discussed below in Section 9.7(d)). An increase in the percentage of stock owned by any one person, or persons acting as a group, as a result of a transaction in which the corporation acquires its stock in exchange for property will be treated as an acquisition of stock. Section 9.7(c) applies only when there is a transfer of stock of a corporation (or issuance of stock of a corporation) and stock in such corporation remains outstanding after the transaction. For purposes of this Section 9.7(c), persons will not be considered to be acting as a group solely because they purchase or own stock of the same corporation at the same time or as a result of a public offering. Persons will, however, be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the corporation. If a person, including an entity, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock, or similar transaction, such shareholder is considered to be acting as a group with other shareholders in a corporation only with respect to ownership in that corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.

(d)

Change in the effective control of a corporation. A change in the effective control of a corporation occurs on the date that either (i) any one person, or more than one person acting as a group, acquires (or has acquired during the twelve month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the corporation possessing thirty percent (30%) or more of the total voting power of the stock of such corporation, or (ii) a majority of members of the corporation’s board of directors is replaced during any twelve month

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(e)

Change in the ownership of a substantial portion of a corporation’s assets. A change in the ownership of a substantial portion of a corporation’s assets occurs on the date that any one person, or more than one person acting as a group (as determined in accordance with rules similar to those set forth in Section 9.7(d)), acquires (or has acquired during the twelve month period ending on the date of the most recent acquisition by such person or persons) assets from the corporation that have a total gross fair market value equal to or more than forty percent (40%) of the total gross fair market value of all of the assets of the corporation immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the corporation or the value of the assets being disposed of determined without regard to any liabilities associated with such assets. There is no Change in Control event under this Section 9.7(e) when there is a transfer to an entity that is controlled by the shareholders of the transferring corporation immediately after the transfer. A transfer of assets by a corporation is not treated as a change in ownership of such assets if the assets are transferred to (i) a shareholder of the corporation (immediately before the asset transfer) in exchange for or with respect to its stock, (ii) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the corporation, (iii) a person, or more than one person acting as a group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the corporation, or (iv) an entity, at least fifty (50%) of the total value or voting power of which is owned, directly or indirectly, by a person described in Section 9.7(e)(iii). For purposes of the foregoing, and except as otherwise provided, a person’s status is determined immediately after the transfer of assets.

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9.8	Permissible Delays in Payment. Distributions may be delayed beyond the date payment would otherwise occur in accordance with the provisions of Articles 8 and 9 in any of the following circumstances as long as the Employer treats all payments to similarly situated Participants on a reasonably consistent basis.

(a)

The Employer may delay payment if it reasonably anticipates that its deduction with respect to such payment would be limited or eliminated by the application of Code Section 162(m). Payment must be made during the Participant’s first taxable year in which the Employer reasonably anticipates, or should reasonably anticipate, that if the payment is made during such year the deduction of such payment will not be barred by the application of Code Section 162(m) or during the period beginning with the Participant’s Separation from Service and ending on the later of the last day of the Employer’s taxable year in which the Participant separates from service or the 15th day of the third month following the Participant’s Separation from Service. If a scheduled payment to a Participant is delayed in accordance with this Section 9.8(a), all scheduled payments to the Participant that could be delayed in accordance with this Section 9.8(a) will also be delayed.

(b)	The Employer may also delay payment if it reasonably anticipates that the making of the payment will violate federal securities laws or other applicable laws provided payment is made at the earliest date on which the Employer reasonably anticipates that the making of the payment will not cause such violation.

(c)	The Employer reserves the right to amend the Plan to provide for a delay in payment upon such other events and conditions as the Secretary of the Treasury may prescribe in generally applicable guidance published in the Internal Revenue Bulletin.

9.9	Permitted Acceleration of Payment. The Employer may permit acceleration of the time or schedule of any payment or amount scheduled to be paid pursuant to a payment under the Plan provided such acceleration would be permitted by the provisions of Reg. Sec. 1.409A-3(j)(4), including the following events:

(a)	Domestic Relations Order. A payment may be accelerated if such payment is made to an alternate payee pursuant to and following the receipt and qualification of a domestic relations order as defined in Code Section 414(p).

(b)	Compliance with Ethics Agreements and Legal Requirements. A payment may be accelerated as may be necessary to comply with ethics agreements with the Federal government or as may be reasonably necessary to avoid the violation of Federal, state, local or foreign ethics law or conflicts of laws, in accordance with the requirements of Code Section 409A.

(c)	De Minimis Amounts. A payment will be accelerated if (i) the amount of the payment is not greater than the applicable dollar amount under Code Section 402(g)(1)(B), (ii) at the time the payment is made the amount constitutes the Participant’s entire interest under the Plan and all other plans that are aggregated with the Plan under Reg. Sec. 1.409A-1(c)(2).

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(d)

FICA Tax. A payment may be accelerated to the extent required to pay the Federal Insurance Contributions Act tax imposed under Code Sections 3101, 3121(a) and 3121(v)(2) of the Code with respect to compensation deferred under the Plan (the “FICA Amount”). Additionally, a payment may be accelerated to pay the income tax on wages imposed under Code Section 3401 of the Code on the FICA Amount and to pay the additional income tax at source on wages attributable to the pyramiding Code Section 3401 wages and taxes. The total payment under this subsection (d) may not exceed the aggregate of the FICA Amount and the income tax withholding related to the FICA Amount.

(e)	Section 409A Additional Tax. A payment may be accelerated if the Plan fails to meet the requirements of Code Section 409A; provided that such payment may not exceed the amount required to be included in income as a result of the failure to comply with the requirements of Code Section 409A.

(f)

Offset. A payment may be accelerated in the Employer’s discretion as satisfaction of a debt of the Participant to the Employer, where such debt is incurred in the ordinary course of the service relationship between the Participant and the Employer, the entire amount of the reduction in any of the Employer’s taxable years does not exceed $5,000, and the reduction is made at the same time and in the same amount as the debt otherwise would have been due and collected from the Participant.

(g)	Other Events. A payment may be accelerated in the Administrator’s discretion in connection with such other events and conditions as permitted by Code Section 409A.

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10.1	Amendment by Plan Sponsor. The Plan Sponsor reserves the right to amend the Plan (for itself and each Employer) through action of its Board of Directors. No amendment can directly or indirectly deprive any current or former Participant or Beneficiary of all or any portion of his Account which had accrued and vested prior to the amendment.

10.2

Plan Termination Following Change in Control or Corporate Dissolution. If so elected by the Plan Sponsor in 11.01 of the Adoption Agreement, the Plan Sponsor reserves the right to terminate the Plan and distribute all amounts credited to all Participant Accounts within the 30 days preceding or the twelve months following a Change in Control as determined in accordance with the rules set forth in Section 9.7. For this purpose, the Plan will be treated as terminated only if all agreements, methods, programs and other arrangements sponsored by the Related Employer immediately after the Change in Control which are treated as a single plan under Reg. Sec. 1.409A-1(c)(2) are also terminated so that all participants under the Plan and all similar arrangements are required to receive all amounts deferred under the terminated arrangements within twelve months of the date the Plan Sponsor irrevocably takes all necessary action to terminate the arrangements. In addition, the Plan Sponsor reserves the right to terminate the Plan within twelve months of a corporate dissolution taxed under Code Section 331 or with the approval of a bankruptcy court pursuant to 11 U. S. C. Section 503(b)(1)(A) provided that amounts deferred under the Plan are included in the gross incomes of Participants in the latest of (a) the calendar year in which the termination and liquidation occurs, (b) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture, or (c) the first calendar year in which payment is administratively practicable.

10.3

Other Plan Terminations. The Plan Sponsor retains the discretion to terminate the Plan if (a) all arrangements sponsored by the Plan Sponsor that would be aggregated with any terminated arrangement under Code Section 409A and Reg. Sec. 1.409A-1(c)(2) are terminated, (b) no payments other than payments that would be payable under the terms of the arrangements if the termination had not occurred are made within twelve months of the termination of the arrangements, (c) all payments are made within twenty-four months of the date the Plan Sponsor takes all necessary action to irrevocably terminate and liquidate the arrangements, (d) the Plan Sponsor does not adopt a new arrangement that would be aggregated with any terminated arrangement under Code Section 409A and the regulations thereunder at any time within the three year period following the date of termination of the arrangement, and (e) the termination does not occur proximate to a downturn in the financial health of the Plan sponsor. The Plan Sponsor also reserves the right to amend the Plan to provide that termination of the Plan will occur under such conditions and events as may be prescribed by the Secretary of the Treasury in generally applicable guidance published in the Internal Revenue Bulletin.

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11.1

Establishment of Trust. The Plan Sponsor may but is not required to establish a trust to hold amounts which the Plan Sponsor may contribute from time to time to correspond to some or all amounts credited to Participants under Section 6.2. In the event that the Plan Sponsor wishes to establish a trust to provide a source of funds for the payment of Plan benefits, any such trust shall be constructed to constitute an unfunded arrangement that does not affect the status of the Plan as an unfunded plan for purposes of Title I of ERISA and the Code. If the Plan Sponsor elects to establish a trust in accordance with Section 10.01 of the Adoption Agreement, the provisions of Sections 11.2 and 11.3 shall become operative.

11.2

Rabbi Trust. Any trust established by the Plan Sponsor shall be between the Plan Sponsor and a trustee pursuant to a separate written agreement under which assets are held, administered and managed, subject to the claims of the Plan Sponsor’s creditors in the event of the Plan Sponsor’s insolvency. The trust is intended to be treated as a rabbi trust in accordance with existing guidance of the Internal Revenue Service, and the establishment of the trust shall not cause the Participant to realize current income on amounts contributed thereto. The Plan Sponsor must notify the trustee in the event of a bankruptcy or insolvency.

11.3

Investment of Trust Funds. Any amounts contributed to the trust by the Plan Sponsor shall be invested by the trustee in accordance with the provisions of the trust and the instructions of the Administrator. Trust investments need not reflect the hypothetical investments selected by Participants under Section 7.1 for the purpose of adjusting Accounts and the earnings or investment results of the trust need not affect the hypothetical investment adjustments to Participant Accounts under the Plan.

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12.1	Powers and Responsibilities of the Administrator. The Administrator has the full power and the full responsibility to administer the Plan in all of its details, subject, however, to the applicable requirements of ERISA. The Administrator’s powers and responsibilities include, but are not limited to, the following:

(a)	To make and enforce such rules and procedures as it deems necessary or proper for the efficient administration of the Plan;

(b)	To interpret the Plan, its interpretation thereof to be final, except as provided in Section 12.2, on all persons claiming benefits under the Plan;

(c)	To decide all questions concerning the Plan and the eligibility of any person to participate in the Plan;

(d)	To administer the claims and review procedures specified in Section 12.2;

(e)	To compute the amount of benefits which will be payable to any Participant, former Participant or Beneficiary in accordance with the provisions of the Plan;

(f)	To determine the person or persons to whom such benefits will be paid;

(g)	To authorize the payment of benefits;

(h)	To comply with the reporting and disclosure requirements of Part 1 of Subtitle B of Title I of ERISA;

(i)	To appoint such agents, counsel, accountants, and consultants as may be required to assist in administering the Plan;

(j)	By written instrument, to allocate and delegate its responsibilities, including the formation of an Administrative Committee to administer the Plan.

12.2	Claims and Review Procedures.

(a)	Claims Procedure.

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(b)	Review Procedure.

(c)	Exhaustion of Claims Procedures and Right to Bring Legal Claim

12.3	Plan Administrative Costs. All reasonable costs and expenses (including legal, accounting, and employee communication fees) incurred by the Administrator in administering the Plan shall be paid by the Plan to the extent not paid by the Employer.

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13.1

Unsecured General Creditor of the Employer. Participants and their Beneficiaries, heirs, successors and assigns shall have no legal or equitable rights, interests or claims in any property or assets of the Employer. For purposes of the payment of benefits under the Plan, any and all of the Employer’s assets shall be, and shall remain, the general, unpledged, unrestricted assets of the Employer. Each Employer's obligation under the Plan shall be merely that of an unfunded and unsecured promise to pay money in the future.

13.2

Employer’s Liability. Each Employer’s liability for the payment of benefits under the Plan shall be defined only by the Plan and by the deferral agreements entered into between a Participant and the Employer. An Employer shall have no obligation or liability to a Participant under the Plan except as provided by the Plan and a deferral agreement or agreements. An Employer shall have no liability to Participants employed by other Employers.

13.3

Limitation of Rights. Neither the establishment of the Plan, nor any amendment thereof, nor the creation of any fund or account, nor the payment of any benefits, will be construed as giving to the Participant or any other person any legal or equitable right against the Employer, the Plan or the Administrator, except as provided herein; and in no event will the terms of employment or service of the Participant be modified or in any way affected hereby.

13.4

Anti-Assignment. Except as may be necessary to fulfill a domestic relations order within the meaning of Code Section 414(p), none of the benefits or rights of a Participant or any Beneficiary of a Participant shall be subject to the claim of any creditor. In particular, to the fullest extent permitted by law, all such benefits and rights shall be free from attachment, garnishment, or any other legal or equitable process available to any creditor of the Participant and his or her Beneficiary. Neither the Participant nor his or her Beneficiary shall have the right to alienate, anticipate, commute, pledge, encumber, or assign any of the payments which he or she may expect to receive, contingently or otherwise, under the Plan, except the right to designate a Beneficiary to receive death benefits provided hereunder. Notwithstanding the preceding, the benefit payable from a Participant’s Account may be reduced, at the discretion of the administrator, to satisfy any debt or liability to the Employer.

13.5

Facility of Payment. If the Administrator determines, on the basis of medical reports or other evidence satisfactory to the Administrator, that the recipient of any benefit payments under the Plan is incapable of handling his affairs by reason of minority, illness, infirmity or other incapacity, the Administrator may direct the Employer to disburse such payments to a person or institution designated by a court which has jurisdiction over such recipient or a person or institution otherwise having the legal authority under State law for the care and control of such recipient. The receipt by such person or institution of any such payments therefore, and any such payment to the extent thereof, shall discharge the liability of the Employer, the Plan and the Administrator for the payment of benefits hereunder to such recipient.

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13.6

Notices. Any notice or other communication to the Employer or Administrator in connection with the Plan shall be deemed delivered in writing if addressed to the Plan Sponsor at the address specified in Section 1.03 of the Adoption Agreement and if either actually delivered at said address or, in the case or a letter, 5 business days shall have elapsed after the same shall have been deposited in the United States mails, first-class postage prepaid and registered or certified.

13.7

Tax Withholding. If the Employer concludes that tax is owing with respect to any deferral or payment hereunder, the Employer shall withhold such amounts from any payments due the Participant or from amounts deferred, as permitted by law, or otherwise make appropriate arrangements with the Participant or his Beneficiary for satisfaction of such obligation. Tax, for purposes of this Section 13.7 means any federal, state, local or any other governmental income tax, employment or payroll tax, excise tax, or any other tax or assessment owing with respect to amounts deferred, any earnings thereon, and any payments made to Participants under the Plan.

13.8

Indemnification. (a) Each Indemnitee (as defined in Section 13.8(e)) shall be indemnified and held harmless by the Employer for all actions taken by him and for all failures to take action (regardless of the date of any such action or failure to take action), to the fullest extent permitted by the law of the jurisdiction in which the Employer is incorporated, against all expense, liability, and loss (including, without limitation, attorneys' fees, judgments, fines, taxes, penalties, and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Indemnitee in connection with any Proceeding (as defined in Subsection (e)). No indemnification pursuant to this Section shall be made, however, in any case where (1) the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness or (2) there is a settlement to which the Employer does not con-sent.

(b)

The right to indemnification provided in this Section shall include the right to have the expenses incurred by the Indemnitee in defending any Proceeding paid by the Employer in advance of the final disposition of the Proceeding, to the fullest extent permitted by the law of the jurisdiction in which the Employer is incorporated; provided that, if such law requires, the payment of such expenses incurred by the Indemnitee in advance of the final disposition of a Proceeding shall be made only on delivery to the Employer of an undertaking, by or on behalf of the Indemnitee, to repay all amounts so advanced without interest if it shall ultimately be determined that the Indemnitee is not en-titled to be indemnified under this Section or otherwise.

(c)	Indemnification pursuant to this Section shall continue as to an Indemnitee who has ceased to be such and shall inure to the benefit of his heirs, executors, and admin-istrators. The Employer agrees that the undertakings made in this Section shall be binding on its successors or assigns and shall survive the termination, amendment or restatement of the Plan.

(d)	The foregoing right to indemnification shall be in addition to such other rights as the Indemnitee may enjoy as a matter of law or by reason of insurance coverage of any kind and is in addition to and not in lieu of any rights to indemnifi-cation to which the Indemnitee may be entitled pursuant to the by-laws of the Employer.

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(e)	For the purposes of this Section, the fol-lowing definitions shall apply:

(1)	"Indemnitee" shall mean each person serving as an Administrator (or any other person who is an employee, director, or officer of the Employer) who was or is a party to, or is threatened to be made a party to, or is otherwise involved in, any Proceeding, by reason of the fact that he is or was performing administrative functions under the Plan.

(2)	"Proceeding" shall mean any threatened, pending, or completed action, suit, or proceeding (including, without limitation, an action, suit, or proceeding by or in the right of the Employer), whether civil, criminal, administrative, investigative, or through arbitration.

13.9	Successors. The provisions of the Plan shall bind and inure to the benefit of the Plan Sponsor, the Employer and their successors and assigns and the Participant and the Participant’s designated Beneficiaries.

13.10	Disclaimer. It is the Plan Sponsor’s intention that the Plan comply with the requirements of Code Section 409A. Neither the Plan Sponsor nor the Employer shall have any liability to any Participant should any provision of the Plan fail to satisfy the requirements of Code Section 409A.

13.11	Governing Law. The Plan will be construed, administered and enforced according to the laws of the State specified by the Plan Sponsor in Section 12.01 of the Adoption Agreement.

1.01	PREAMBLE

1.02	PLAN

1.03	PLAN SPONSOR

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1.04	EMPLOYER

1.05	ADMINISTRATOR

Note:	The Administrator is the person or persons designated by the Plan Sponsor to be responsible for the administration of the Plan. Neither Fidelity Employer Services Company nor any other Fidelity affiliate can be the Administrator.

1.06	KEY EMPLOYEE DETERMINATION DATES

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2.01.	PARTICIPATION

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3.01.	COMPENSATION

3.02.	BONUSES

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4.01	PARTICIPANT CONTRIBUTIONS

(a)	Amount of Deferrals

(i)	Compensation Other than Bonuses [do not complete if you complete (iii)]

(ii)	Bonuses [do not complete if you complete (iii)]

(iii)	Compensation [do not complete if you completed (i) and (ii)]

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(iv)	Director Compensation

(b)	Election Period

(i)	Performance Based Compensation

(ii)	Newly Eligible Participants

(c)	Revocation of Deferral Agreement

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(d)	No Participant Contributions

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5.01	Employer Contributions

(a)	Matching Contributions

(i)	Amount

(ii)	Eligibility for Matching Contribution

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(iii)	Time of Allocation

(b)	Other Contributions

(i)	Amount

(ii)	Eligibility for Other Contributions

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(iii)	Time of Allocation

(c)	No Employer Contributions

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6.01	DISTRIBUTIONS

(a)	Timing of Distributions

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(b)	Distribution Events

(c)	Specified Date and Specified Age elections may not extend beyond age Not Applicable [insert age or “Not Applicable” if no maximum age applies].

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(d)	Payment Election Override

(e)	Involuntary Cashouts

(f)	Retirement

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(g)	Distribution Election Change

(h)	Frequency of Elections

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7.01	VESTING

(a)	Matching Contributions

(b)	Other Employer Contributions

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(c)	Acceleration of Vesting

(d)	Years of Service

(i)	A Participant’s Years of Service shall include all service performed for the Employer and

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(ii)	Years of Service shall also include service performed for the following entities:

(iii)	Years of Service shall be determined in accordance with (select one)

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8.01	UNFORESEEABLE EMERGENCY

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9.01.	INVESTMENT DECISIONS

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10.01	TRUST

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11.01.	TERMINATION UPON CHANGE IN CONTROL

11.02.	AUTOMATIC DISTRIBUTION UPON CHANGE IN CONTROL

11.03.	CHANGE IN CONTROL

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12.01	GOVERNING STATE LAW

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1.

Number of Performance Units. You have been granted the target number of Performance Units of [NUMBER OF TARGET UNITS] (“Target Performance Units”), subject to your acceptance of this Award as provided in Section 16 below. Appendix I describes the manner in which the total number of Performance Units (if any) that you earn will be calculated (subject to the vesting requirements described below). The actual number of Performance Units earned under this Award may be more or less depending on the Partnership’s performance as described in this Agreement and Appendix I.

2.	Date of Grant. The grant date of the Performance Units is [DATE] (“Date of Grant”).

3.

Vesting and Payment of Award. The Performance Units are subject to a vesting requirement (in addition to the performance requirement described in Appendix I). The Performance Units earned as described in Appendix I shall become vested on the distribution date of the Award following the end of the Performance Period (the “Vesting Date”), provided that your Employment continue at all times from the Date of Grant up to and including the Vesting Date. The Vesting Date will be no earlier than January 1st and no later than June 30th, each of the calendar year immediately following the end of the Performance Period. The foregoing notwithstanding, if you have a Qualifying Termination (as defined below) before the Vesting Date, you may vest in all or portion of this Award as described in Section 4. On the Vesting Date you will be paid Units equal to the number of earned Performance Units (and your Performance Units will be cancelled on the Vesting Date), which will be transferred to a third-party non-retirement brokerage account established for you at Fidelity (your “Brokerage Account”). In addition, at the time of such payment in respect of the earned Performance Units, you will also be paid a cash distribution equivalent payment in an amount equal to the product of: (i) the number of Units paid to you; and (ii) the aggregate amount of DERs for the DER Period, without interest.

4.	Termination of Employment Prior to Vesting Date.

a.	Forfeiture of Performance Units Upon Termination. In the event your Employment is terminated for any reason other than a Qualifying Termination or Retirement prior to the Vesting Date, the Performance Units shall automatically and immediately be forfeited and cancelled on the date of such termination.

b.	Disability or Termination Due To Death. If, prior to Vesting Date, you experience a Disability or a Qualifying Termination as a result of your death, then you will earn your Target

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c.	Retirement.

i.

If you terminate your Employment due to your Retirement prior to the end of the Performance Period, then you will earn a pro rata number of your Target Performance Units, with such number determined by multiplying the full number of Target Performance Units granted under this Award by a fraction, the numerator of which is the number of calendar days during the period beginning on the first day of the Performance Period and ending on the date of your Retirement and the denominator of which is the number of calendar days during the Performance Period (rounded up to the next whole number). All Performance Units not earned by the foregoing shall automatically and immediately be forfeited and cancelled on the date of your Retirement. Except as provided below, the Units equal to your number of Target Performance Units earned as provided above will be paid to you (and your Performance Units will be cancelled upon such payment date) by transfer to your Brokerage Account, along with a cash payment to you in the amount of the DERs (as described in Section 3), as soon as practicable following, but in no event more than 30 days after, such termination date. The foregoing to the contrary notwithstanding, if as of the date of your Retirement you are a “specified employee” (within the meaning of Section 409A of the Code) as determined by the Partnership, then payment of the Units and DERs earned by you due to your Retirement will be paid to you on the earlier of (1) the date that is six months and two days following the date of your Retirement or (2) the date of your death.

ii.	If you terminate your Employment due to your Retirement after the end of the Performance Period but prior to the Vesting Date, then you will earn the Performance Units as provided in Appendix I and the resulting Units will be paid to you (and the Performance Units will be cancelled) as provided in Section 3.

5.

Change of Control Event. If a Change in Control (as defined in the Plan) occurs prior to the end of the Performance Period and (i) your Employment has not terminated as of the Vesting Date or (ii) you experience a Qualifying Termination other than due to death before the Vesting Date, then you will earn Performance Units equal to the greater of: (1) your Target Performance Units or (2) the number of Performance Units earned as provided in Appendix I and the resulting Units will be paid to you (and the Performance Units will be cancelled) as provided in Section 3.

6.	Definitions. As used in this Agreement, the following capitalized terms have the following meanings:

a.	“Cause” means the occurrence of any of the following events:

(i)	the commission by you of a material act or willful misconduct that is materially detrimental to the Partnership or any Affiliate including, but not limited to, the willful violation of any material law, rule, regulation of a government entity or cease and

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(ii)

the commission by you of an act of dishonesty relating to the performance of your duties, habitual unexcused absence(s) from work, willful failure to perform duties in any material respect (other than any such failure resulting from your incapacity due to physical or mental illness or Disability), or gross negligence in the performance of duties resulting in material damage or injury to the Partnership or any Affiliate, its reputation or goodwill; or

(iii)	any felony conviction of you or any conviction of you involving dishonesty, fraud or breach of trust (other than for a minor traffic violation or similar offense).

b.	“DER Period” means the distributions paid per Unit to the Partnership’s unitholders on Units during the period beginning on the Date of Grant and ending on the Vesting Date.

c.	“Disability” means you are receiving long term disability benefits under a long term disability plan of the Partnership, the Company or their Affiliates; provided such Disability qualifies as a “disability” under Code Section 409A and such Disability occurs during your Employment.

d.	“Employment” means an Employee’s direct employment by the Company, the Partnership or a wholly-owned subsidiary of the Partnership.

e.	“Good Reason” means you terminate your Employment during the two (2)-year period following a Change in Control due to one or more of the following conditions (each an “Event”) arising without your consent:

(i)	a material reduction in your authority, duties or responsibilities in effect on the date of the Change in Control;

(ii)	a decrease in your base salary in effect on the date of the Change in Control by more than ten percent (10%);

(iii)	a decrease in your target bonus opportunity by more than ten percent (10%) as compared to your target bonus opportunity under the Enable Midstream Partners, LP Short Term Incentive Plan in effect on the date of the Change in Control;

(iv)	a decrease in your target long term incentive compensation opportunity by more than ten percent (10%) as compared to your target long term incentive compensation opportunity under the Plan in effect on the date of the Change in Control;

(v)	a relocation of your principal office by more than fifty (50) miles away from the location of your principal office on the date of the Change in Control; or

(vi)	any other action or inaction that constitutes a material breach by the Partnership or the Company of any written agreement under which you provide Employment services.

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(x)	you provide written notice to the Chief Executive Officer or Board of Directors of the Event that you believe constitutes “Good Reason” within ninety (90) days of the occurrence of such Event (“Good Reason Notice”);

(y)	after receipt of the Good Reason Notice, the Partnership or Company is provided at least thirty (30) days to cure, correct, or mitigate the Event (the “Cure Period”); and

(z)	no later than ten (10) days after the end of Cure Period or, if earlier, the date the Partnership or Company provided you notice that it will not that it will not cure, correct, or mitigate the Event, you terminate your Employment.

f.	“Performance Period” means the multi-year period set forth in Appendix I.

g.	“Qualifying Termination” means your Employment is terminated:

(i)	due to your death;

(ii)	by the Partnership or the Company, as applicable, during the two (2)-year period following a Change in Control for any reason other than for Cause; or

(iii)	by you for Good Reason.

h.	“Retirement” means your Employment is terminated (i) on or after reaching age sixty (60) and (ii) having attained ten (10) or more years of Credited Service during your Employment. For purposes of this Agreement, “Credited Service” means your continuous service with the Partnership, the Company or any of their Affiliates.

i.	“Target Performance Units” means the number of Performance Units granted to you as of the Grant Date, with an equal number of Units to be awarded to you on the Vesting Date if the Company attains an Achievement Percentage of 100% and you satisfy the other vesting and eligibility requirements of this Agreement.

7.

Non-Transferability. None of the Performance Units granted under this Award are transferable (by operation of law or otherwise) by you. If, in the event of your divorce, legal separation or other dissolution of your marriage, your former spouse is awarded ownership of, or an interest in, all or part of the Performance Units granted under this Award that have not yet vested, such award to your former spouse shall automatically and immediately be forfeited and cancelled.

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8.

Beneficiaries. Units earned in respect of your Performance Units as a result of your death will be transferred to your Brokerage Account. Such Units held within your Brokerage Account, along with the cash payment for the related DERs, will be distributed to named beneficiaries registered with Fidelity. If you have not named a beneficiary, such Units and cash payment for the related DERs will be distributed to your estate.

9.	Unitholder Rights. You shall have no rights as a unitholder of the Partnership based on your Performance Units.

10.	No Right to Continued Employment. Nothing in this Agreement or in the Plan guarantees your continued Employment or restricts the Partnership or the Company from terminating your Employment at any time.

11.

Withholding of Taxes. No issuance of Units shall occur or be made pursuant to this Agreement until you have paid or made arrangements approved by the Committee to satisfy all your federal, state and other governmental withholding tax obligations. For purposes of this Section, unless you make other arrangements or are subsequently notified to the contrary, the Partnership or applicable Affiliate will satisfy your obligations with respect to any applicable minimum required tax withholding by withholding a number of the Units having a then-fair-market value equal to such tax withholding obligations.

12.

Entire Agreement. This Agreement constitutes the entire agreement of you and the Partnership with regard to this Award and contains all the covenants, promises, representations, warranties and agreements between you and Partnership with respect to the Performance Units granted herein. Without limiting the scope of the preceding sentence, all prior understandings and agreements, if any, among you, the Partnership and the Company relating to this Award are hereby null and void and of no further force and effect.

13.	Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to conflict of laws principles thereof.

14.

Non-issuance of Units if Violation of Law or Policy. Notwithstanding any other provision of this Agreement, the Partnership shall not be obligated to deliver to you any Units if counsel to the Partnership determines such delivery would violate any law or regulation of any governmental authority or agreement between the Partnership and any national securities exchange upon which the Units are listed or any policy of the Partnership or any Affiliate.

15.

Incorporation of the Plan. The Performance Units issued pursuant to this Agreement are subject to the terms of the Plan, which is hereby incorporated by reference as if set forth in its entirety herein, including, without limitation, the ability of the Partnership as provided in the Plan, in its discretion, to amend this Agreement without your approval. In the event of a conflict between the terms of this Agreement and the Plan, the Plan shall be the controlling document.

16.	Clawback Right. Notwithstanding any other provisions in the Plan or this Agreement, you agree and acknowledge that this Award shall be subject to recovery or clawback by the Company or Partnership under any clawback policy from time to time adopted by the Committee whether before or after the Date of Grant.

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17.

Acceptance of Award. If you agree with the terms and conditions of this Award and desire to accept it, you must indicate your acceptance on your online award acceptance page at www.netbenefits.com, by selecting “Accept Grant” and following the website prompts until you reach the “Confirmation” page. To decline this Award, contact the Company’s Human Resources department. If within 180 days of the Date of Grant you do not accept or decline this Award as described in this Section, this Award will be deemed to be accepted. By accepting this Award you acknowledge receipt of a copy of the Plan and prospectus, which are available on www.netbenefits.com, and represent that you are familiar with the terms and provisions of the Plan and this Agreement and agree to be bound thereby. You further agree to accept as binding, conclusive and final all decisions or interpretations of the Committee with respect to any questions arising under the Plan and this Agreement.

1.	Number of Phantom Units. You have been granted [Number of Awards Granted] Phantom Units, subject to your acceptance of this Award as provided in Section 15 below.

2.	Date of Grant. The grant date of the Phantom Units is [Grant Date] (“Date of Grant”).

3.

Vesting and Payment of Award. The Phantom Units shall become vested on the third anniversary of the Date of Grant (the “Vesting Date”), provided that your Employment continue at all times from the Date of Grant up to and including the Vesting Date (the “Vesting Period”). On the Vesting Date you will be entitled to Units equal to the number of Phantom Units (and your Phantom Units will be cancelled on the Vesting Date), which will be transferred to a third-party non-retirement brokerage account established for you at Fidelity (your “Brokerage Account”) as soon as administratively practicable following the Vesting Date, but in no event later than 30 days after each Vesting Date (subject to withholding as referenced in Section 10). The foregoing notwithstanding, if you have a Qualifying Termination (as defined below) or you terminate your Employment due to your Retirement (as defined below) before the Vesting Date, you may vest in all or portion of this Award as described in Section 4. Each Phantom Unit granted hereunder is granted in tandem with a corresponding DER, which DER shall remain outstanding from the Date of Grant until the Phantom Unit to which it corresponds is no longer outstanding (whether due to settlement or forfeiture). Each DER shall entitle you to receive payments, subject to and in accordance with this Agreement, in an amount equal to any distributions made by the Partnership in respect of the Unit underlying the Phantom Unit to which such DER relates, payable as and when such distributions are paid generally to the Partnership’s unitholders (and without regard to the vested status of the Phantom Unit). Upon the forfeiture or settlement of a Phantom Unit, the DER with respect to such forfeited or settled Phantom Unit shall be forfeited.

4.	Termination of Employment Prior to Vesting Date.

(a)	In the event your Employment is terminated for any reason other than a Qualifying Termination or Retirement prior to the Vesting Date, the Phantom Units shall automatically and immediately be forfeited and cancelled on the date of such termination.

(b)	If you experience a Qualifying Termination prior to the Vesting Date, then your Phantom Units will immediately vest as of the date of your Qualifying Termination. Except as provided in Section 4(d) below, the Units equal to your Phantom Units will be paid to you or your beneficiary (and your Phantom Units will be cancelled upon such payment date) by transfer

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(c)

If you terminate your Employment prior to the Vesting Date due to your Retirement, then the pro rata portion of the Phantom Units will vest on the date of your Retirement. The number of Phantom Units that will vest in the event of your Retirement is determined by multiplying the number of Phantom Units granted under this Award by a fraction, the numerator of which is the number of calendar days during the period beginning on the Date of Grant and ending on the date of your Retirement and the denominator of which is the number of calendar days during the Vesting Period (rounded up to the next whole number). All Phantom Units not vested by the foregoing shall automatically and immediately be forfeited and cancelled on the date of your Retirement. Except as provided in Section 4(d) below, the Units equal to your number of Phantom Units earned as provided above will be paid to you (and your Phantom Units will be cancelled upon such payment date) by transfer to your Brokerage Account, as soon as practicable following, but in no event more than 30 days after, such termination date.

(d)

The Phantom Units granted pursuant to this Agreement are intended to comply with or be exempt from Section 409A of the Code, and ambiguous provisions hereof, if any, shall be construed and interpreted in a manner consistent with such intent. The foregoing to the contrary notwithstanding, if your Award is considered deferred compensation under Section 409A of the Code and as of the date of your Retirement or Qualifying Termination (other than due to death) you are a “specified employee” (within the meaning of Section 409A of the Code) as determined by the Partnership, then payment of the Units earned by you due to your Retirement or Qualifying Termination (other than due to death) will be paid to you on the earlier of (1) the date that is six months and two days following the date of your Retirement or Qualifying Termination (other than due to death) or (2) the date of your death.

5.	Definitions. As used in this Agreement, the following capitalized terms have the following meanings:

(a)	“Cause” means the occurrence of any of the following events:

(i)

the commission by you of a material act or willful misconduct that is materially detrimental to the Partnership or any Affiliate including, but not limited to, the willful violation of any material law, rule, regulation of a government entity or cease and desist order applicable to you, the Partnership, or any Affiliate (other than a law, rule or regulation relating to a minor traffic violation or similar offense), or an act which constitutes a breach by you of a fiduciary duty owed to the Partnership or any Affiliate;

(ii)

the commission by you of an act of dishonesty relating to the performance of your duties, habitual unexcused absence(s) from work, willful failure to perform duties in any material respect (other than any such failure resulting from your incapacity due to physical or mental illness or Disability), or gross negligence in the performance of duties resulting in material damage or injury to the Partnership or any Affiliate, its reputation or goodwill; or

(iii)	any felony conviction of you or any conviction of you involving dishonesty, fraud or breach of trust (other than for a minor traffic violation or similar offense).

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(b)	“Disability” means you are receiving long term disability benefits under a long term disability plan of the Partnership, the Company or their Affiliates.

(c)	“Employment” means an Employee’s direct employment by the Company, the Partnership or a wholly-owned subsidiary of the Partnership.

(d)	“Good Reason” means you terminate your Employment during the two (2)-year period following a Change in Control due to one or more of the following conditions (each an “Event”) arising without your consent:

(i)	a material reduction in your authority, duties or responsibilities in effect on the date of the Change in Control;

(ii)	a decrease in your base salary in effect on the date of the Change in Control by more than ten percent (10%);

(iii)	a decrease in your target bonus opportunity by more than ten percent (10%) as compared to your target bonus opportunity under the Enable Midstream Partners, LP Short Term Incentive Plan in effect on the date of the Change in Control;

(iv)	a decrease in your target long term incentive compensation opportunity by more than ten percent (10%) as compared to your target long term incentive compensation opportunity under the Plan in effect on the date of the Change in Control;

(v)	a relocation of your principal office by more than fifty (50) miles away from the location of your principal office on the date of the Change in Control; or

(vi)	any other action or inaction that constitutes a material breach by the Partnership or the Company of any written agreement under which you provide Employment services.

(x)	you provide written notice to the Chief Executive Officer or Board of Directors of the Event that you believe constitutes “Good Reason” within ninety (90) days of the occurrence of such Event (“Good Reason Notice”);

(y)	after receipt of the Good Reason Notice, the Partnership or Company is provided at least thirty (30) days to cure, correct, or mitigate the Event (the “Cure Period”); and

(z)	no later than ten (10) days after the end of Cure Period or, if earlier, the date the Partnership or Company provided you notice that it will not that it will not cure, correct, or mitigate the Event, you terminate your Employment.

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(e)	“Qualifying Termination” means your Employment is terminated:

(i)	due to your death;

(ii)	due to your Disability;

(iii)	by the Partnership or the Company, as applicable, during the two (2)-year period following a Change in Control for any reason other than for Cause; or

(iv)	by you for Good Reason.

(f)	“Retirement” means your Employment is terminated (i) on or after reaching age sixty (60) and (ii) having attained ten (10) or more years of Credited Service during your Employment. For purposes of this Agreement, “Credited Service” means your continuous service with the Partnership, the Company or any of their Affiliates.

6.

Non-Transferability. None of the Phantom Units granted under this Award are transferable (by operation of law or otherwise) by you. If, in the event of your divorce, legal separation or other dissolution of your marriage, your former spouse is awarded ownership of, or an interest in, all or part of the Phantom Units granted under this Award that have not yet vested, such award to your former spouse shall automatically and immediately be forfeited and cancelled.

7.	Beneficiaries. Units earned in respect of your Phantom Units that vest as a result of your death will be transferred to your Brokerage Account. Such Units held within your Brokerage Account will be distributed to named beneficiaries registered with Fidelity. If you have not named a beneficiary, such Units will be distributed to your estate.

8.	Unitholder Rights. You shall have no rights as a unitholder of the Partnership based on your Phantom Units.

9.	No Right to Continued Employment. Nothing in this Agreement or in the Plan guarantees your continued Employment or restricts the Partnership or the Company from terminating your Employment at any time.

10.

Withholding of Taxes. No issuance of Units shall occur or be made pursuant to this Agreement until you have paid or made arrangements approved by the Committee to satisfy all your federal, state and other governmental withholding tax obligations. For purposes of this Section, unless you make other arrangements or are subsequently notified to the contrary, the Partnership or applicable Affiliate will satisfy your obligations with respect to any applicable minimum required tax withholding by withholding a number of Units having a then-fair-market value equal to such tax withholding obligations.

11.	Entire Agreement. This Agreement constitutes the entire agreement of you and the Partnership with regard to this Award and contains all the covenants, promises, representations, warranties and agreements between you and Partnership with respect to the Phantom Units granted herein. Without limiting the scope of the preceding sentence, all prior understandings and agreements, if any, among

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12.	Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to conflict of laws principles thereof.

13.

Non-issuance of Units if Violation of Law or Policy. Notwithstanding any other provision of this Agreement, the Partnership shall not be obligated to deliver to you any Units if counsel to the Partnership determines such delivery would violate any law or regulation of any governmental authority or agreement between the Partnership and any national securities exchange upon which the Units are listed or any policy of the Partnership or any Affiliate.

14.

Incorporation of the Plan. The Phantom Units issued pursuant to this Agreement are subject to the terms of the Plan, which is hereby incorporated by reference as if set forth in its entirety herein, including, without limitation, the ability of the Partnership as provided in the Plan, in its discretion, to amend this Agreement without your approval. In the event of a conflict between the terms of this Agreement and the Plan, the Plan shall be the controlling document.

15.	Clawback Right. Notwithstanding any other provisions in the Plan or this Agreement, you agree and acknowledge that this Award shall be subject to recovery or clawback by the Company or Partnership under any clawback policy from time to time adopted by the Committee whether before or after the Date of Grant.

16.

Acceptance of Award. If you agree with the terms and conditions of this Award and desire to accept it, you must indicate your acceptance on your online award acceptance page at www.netbenefits.com, by selecting “Accept Grant” and following the website prompts until you reach the “Confirmation” page. To decline this Award, contact the Company’s Human Resources department. If within 180 days of the Date of Grant you do not accept or decline this Award as described in this Section, this Award will be deemed to be accepted. By accepting this Award you acknowledge receipt of a copy of the Plan and prospectus, which are available on www.netbenefits.com, and represent that you are familiar with the terms and provisions of the Plan and this Agreement and agree to be bound thereby. You further agree to accept as binding, conclusive and final all decisions or interpretations of the Committee with respect to any questions arising under the Plan and this Agreement.

(1)	Includes non-cash impairment on goodwill and long-lives assets of $1,134 million for the year ended December 31, 2015.

(2)	Earnings were inadequate to cover fixed charges by $761 million for the year ended December 31, 2015.

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.