Canadian Utilities Limited (the “Corporation”) will have a Pension Committee of the Board of Directors (the “Committee”), appointed by and reporting to the Board of Directors of the Corporation (the "Board"), to oversee The Retirement Plan for Employees of Canadian Utilities Limited and Participating Companies (Plan 1 and Plan 2) (the "Plans")* in accordance with the Pension Governance Policy of the Corporation (the "Policy").  The Committee will consist of at least three (3) members.  A member of the Committee selected by the Board will act as the Committee Chairman.

Meetings

The Committee will meet at least semi-annually and at such other times as necessary to fulfill the mandate of the Committee.  A majority of the Committee, present in person or by telephone conference communication, shall constitute a quorum for the transaction of business.  A meeting of the Committee may be held at the call of the Chairman or upon the request of another member of the Committee, whenever a quorum is present.  Reasonable advance notification for meetings of the Committee shall be provided.  Meetings may be held in person, by telephone or by other communication device.  All actions taken by the Committee at any meeting shall be by the affirmative vote of a majority of those present at such meeting.  The secretary to the Committee shall record and maintain minutes of the matters considered and decisions taken by the Committee at each meeting of the Committee.

Responsibilities

The primary responsibilities of the Committee are to:

• oversee the governance structure of the Plans;
• approve policy decisions for benefit design and liability management, funding and investment of the Plans; and
• approve the selection and monitoring of the investment managers and investment options for the Plans.

The Committee will report to the Board.  The Committee will develop procedures to assist it in carrying out its duties.

Mandate

The mandate of the Committee is to:

• to establish and adopt (i) benefit design and liability management policies, (ii) funding policies, (iii) investment policies, and (iv) internal controls to ensure compliance with the foregoing policies, and periodically review the continued appropriateness of such policies, having regard to input and recommendations of the Management Pension Committee.
• to receive the advice of the Management Pension Committee with respect to the value, performance and method of investment of the assets of the Plans and with respect to the defined benefit liabilities of the Plans, to assist the Committee in evaluating and setting funding and investment policies for the Plans.
• to approve the allocation of funds subject to the defined benefit provisions of the Plans among the investment managers and any self-administered investments.
• to approve the selection of investment options for the defined contribution provisions of Plan 1, and the termination of any such option. 
• to delegate to the Management Pension Committee, and to allow the Management Pension Committee to further delegate to designated management employees of the Corporation and others, to be designated as Functional Departments or Advisors/Service Providers, certain responsibilities for the financial and non-financial management and day-to-day administration and operation of the Plans.
• to approve the appointment, termination or replacement of the Actuary, investment managers, auditors, Trustees, other custodians and performance measurement service for the Plans.
• to receive periodic reports as specified in the Checklist for this Mandate from the Management Pension Committee, including any requested explanation or justification as to why various parameters and results are reasonable, changed or unchanged from past reports and such reports will specify:
  
  
  1. the Plans' compliance with all applicable laws, regulatory policies and corporate policies and procedures, and proper performance by the Management Pension Committee of the responsibilities that have been assigned to it;
  2. the Management Pension Committee’s review of errors noted and corrective mitigation;
  3. the status of the liabilities under the Plans;
  4. any recommended changes for material changes made to the benefit design of the Plans;
  5. any recommendations for amended funding policies for the Plans;
  6. the funded status of the Plans;
  7. any recommendations for changes to the Statement of Investment Policies and Procedures for the defined benefit provisions of the Plans and the Statement of Investment Options and Information for the defined contribution provisions of Plan 1;
  8. any recommendations for changes to the investment fund options for the defined contribution provisions of Plan 1;
  9. any changes made to the nature of the Company-sponsored communication programs for Members of the Plans, as well as the results of regular assessments of the effectiveness of such programs;
  10. the fund investment returns and investment performance evaluation for the Plans;
  11. the administration and investment management costs for the Plans;
  12. any events, circumstances or factors known to the Management Pension Committee that may have a material impact on the Plans;
  13. the Management Pension Committee’s conclusions resulting from its evaluation of the effectiveness of the Corporation's pension policies and procedures; and
  14. any recommendations with respect to the Policy.

• to formulate and approve the mandate relating to the Plans for the following:
  
  
  1. the Management Pension Committee, which will have responsibility for operation and management of the Plans;
  2. the DC Pension Advisory Committee, which will provide input and suggestions from the perspective of Members of Plan 1 with respect to the defined contribution provisions of Plan 1; and
  3. having regard to input and recommendations from the Management Pension Committee, to review and to confirm or approve any necessary or advisable changes to such mandates, on an annual basis.