20231020Exhibit 5 - Matrix.pdf

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EQ Holdings and Questar Gas
Commitments Matrix

No. Commitment Corporate Structure; Local Presence; Local Management
direct subsidiary of EQ Holdings and each of Questar Gas and Wexpro will remain direct, subsidiaries of Fall West and will continue to exist as separate legal entities.

b. Thereafter, EQ Holdings will not sell or otherwise dispose of all or a majority of Questar Gas' common stock without
as a separate legal entity and its headquarters will, for the foreseeable future, remain at 333 South State Street in Salt Lake City, Utah.
team of executives with expertise in the retail natural gas utility
industry who will have responsibility for implementing policies
and practices to achieve the objectives of customer satisfaction, reliable service, public and employee safety, environmental stewardship, and collaborative and productive relationships with customers, regulators, governmental entities, and other
interested stakeholders. b. In support of the foregoing, EQ Holdings commits that Questar Gas will be provided with access to the resources of the larger
Enbridge Inc. (“Enbridge”) group of companies and shared
services provided by Enbridge and its affiliates.
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Regulatory; Jurisdiction of the Commission; Compliance with Law
will remain subject to full regulation by the Commission1 as prescribed by the Utah Code and by the rules promulgated by the Commission.
b. The Transaction will in no way diminish the authority of the Commission to regulate the service quality and rates charged to Questar customers. Neither EQ Holdings nor Questar Gas will assert in any forum or proceeding that the authority of the
Commission to regulate Questar Gas has been diminished by reason of the Transaction.

c. EQ Holdings and Questar Gas commit to honor existing laws,
rules, regulations, provisions of its Tariff, orders, and directives of the Commission, as applicable, following completion of the
management responsible for determining policies applicable to the Enbridge group of companies will, with reasonable notice,
be available to testify before the Commission and provide
relevant information related to matters within the jurisdiction of the Commission, including any such information required to be provided in response to discovery or requests about Enbridge or any of its subsidiaries.
b. EQ Holdings and Questar Gas commit to maintain access to books and records requested pursuant to Commitment 5(a) in
Commission, the Division, and the OCS, including their auditors and authorized agents, and intervenors in rate proceedings, as appropriate, with reasonable access to transactional, accounting
and other information, including personnel necessary to explain the
requested information, regarding any costs directly or indirectly

1 Questar Gas and EQ Holdings are concurrently making filings in each of the three states in which Questar Gas provides retail natural gas service: Utah, Wyoming, and Idaho.
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letters will be honored and all will be posted and available on a publicly available website.

b. Annually the Company will undertake to provide information showing the source of Wexpro production and natural gas
communicate the change in ownership of the Questar Gas from
Ratemaking; Accounting
Gas’ existing filed rates, rules, regulations, and classifications under its existing Tariff as a result of the Transaction. b. Questar Gas will file a revised Tariff following the Transaction
that changes only the name of the operating entity. c. To the extent necessary, changes to the Tariff will be made in
(goodwill) cost associated with the Transaction from its customers and no goodwill costs will be recorded on Questar Gas's books and
Questar Gas will make the required accounting entries associated
recovered through the rates of Questar Gas or recovered through charges from affiliated companies of Enbridge or EQ Holdings to Questar Gas. Transaction costs are defined as: (i) Legal, consulting, or other professional advisor costs to initiate, prepare, consummate, and implement Transaction, including obtaining
regulatory approvals, (ii) Rebranding costs, including websites, advertising, vehicles, signage, printing, stationary, (iii) Executive change in control costs (severance payments and accelerated vesting of share-based compensation), (iv) Financing cost related to the Transaction, including bridge and permanent financing costs,
executive retention payments, costs associated with shareholder
reflect assets at historical costs, approved depreciation rates and deferred income taxes based on original cost in accordance with the
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Shared Services; Affiliate Transactions
Transition Services Agreement pursuant to which it will receive
certain corporate services that it currently receives from Dominion
Energy and affiliates of Dominion Energy on terms and at rates
previously approved by the Commission. The purpose of the
TSA is to ensure that service quality, safety, and reliability will not
be adversely affected by the Transaction. Questar Gas commits
that the costs charged to Questar Gas under the TSA for services
will be modeled on the basis of allocation methodologies
previously reviewed by the Commission for comparable services
provided by affiliates of Dominion Energy to Questar Gas.
its financial reports, including costs and assets that are directly
assigned or allocated to it from another subsidiary of Enbridge. An
audit trail will be maintained so that allocable costs can be
goods and services provided by Enbridge or its other subsidiaries are just and reasonable and priced consistent with the Affiliate
Community
2022. Commencing in the first calendar year in which the closing occurs, EQ Holdings will increase Questar Gas’ charitable contributions by $175,000 per year for three years. The
continuation of these contributions, with the incremental support,
will benefit the local communities by helping to ensure continuity Operations
continue to install, upgrade, and maintain Questar Gas’s
infrastructure as necessary for safe, reliable, and affordable operations and, in the absence of material unforeseen or unanticipated circumstances, as contemplated by Questar Gas’
Management System (which includes safety and risk management programs, processes and procedures) at Questar Gas, and will seek
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interchangeability Wobbe indices for Questar Gas receipt points,
maintain it under local control so long as there are any energy efficiency programs in its Utah tariff to ensure Utah customer
access to comprehensive and up-to-date information about those
Customer Satisfaction
work with the Division and the OCS on a collaborative basis
and update the Customer Satisfaction Standards, taking into
account recent historical results. b. Questar Gas will report quarterly on its performance relative to the Customer Satisfaction Standards. Quarterly reporting will
continue until the next general rate case filing. If service
levels fall short of the agreed “goals” identified in the updated Customer Satisfaction Standards, Questar Gas will file a remediation plan with the Commission explaining the undertakings Questar gas will implement to improve and
Financial and Ring-Fencing
integrity of Questar Gas, including by (i) maintaining Questar Gas as a separate legal entity with clearly understood management and
reporting lines, (ii) facilitating operational enhancements, (iii)
ensuring that Questar Gas has access to the resources, funding and credit needed to support its operations and growth, and (iv) establishing and implementing thoughtfully tailored ring-fencing structures adapted to the needs of Questar Gas given the overall
policies and practices of the Enbridge group of companies and with
due respect for the needs of Questar Gas’ customers and the
indebtedness or liability for any acquisition debt incurred to finance the Transaction, and Questar Gas will not seek recovery in its rates for transaction costs related to the Transaction. Questar Gas’s obligations in respect of its existing indebtedness will
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of maintaining strong credit metrics consistent with past practice.

b. Questar Gas will be provided with funding to meet its ongoing operational needs consistent with past practice and as necessary to provide safe and reliable service to all its customers.
c. Any debt used to capitalize Questar Gas will be kept within the
regulated utility. d. Without Commission approval, neither Enbridge nor any of its affiliates will make any loan to Questar Gas that bears interest
at rates that are greater than the lower of (i) rates being paid at
the time of such loan by Enbridge or such other affiliate on its own debt or (ii) rates available, at the time of such loan, on
debt rating supplied by at least two of the three recognized debt
are in its own name and direct access to exclusively committed
Holdings intends to continue Questar Gas’ practice of setting its dividend rates at levels that maintain Questar Gas’ capital
structure in an appropriate range.
b. Questar Gas will provide notification to the Commission of any such dividends paid, and include in such notice an associated
member of the Board of Directors of Questar Gas. This Director will be nominated by and retained from an independent entity such
as CT Corporation (at EQ Holdings’ expense) and will not be
employed by Enbridge or any of its affiliates. This Director will not participate in ordinary and routine activities of the Questar Gas Board and will not have voting rights except in the event of a vote by the Questar Gas Board to approve a voluntary bankruptcy
petition to be filed under Title II of the U.S. Code on behalf of
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Commission, the Division and the OCS of any bankruptcy petition or other filing that petitions for Enbridge or any of its material
Employees
base pay and target annual cash bonuses that are no less than the employee’s base pay and target annual cash bonus in effect prior to
closing and (ii) benefit plans that, in the aggregate, are equivalent

from and share experiences, including with respect to enhanced safety practices and protocols, with other Enbridge company employees and thereby share best practices for improving their and customer experiences.
b. Questar Gas will offer employee training and opportunities for career development, including due and fair consideration for other employment and promotion opportunities within the
Clean Energy
conducting its business operations in an environmentally friendly and responsible manner. Consequently, EQ Holdings has embraced carbon reduction as a component of its sustainability
goals and will, in its capacity as the owner of Questar Gas, seek to
have Questar Gas operate and conduct the business of Questar Gas in accordance with this corporate philosophy. Consistent with this effort, EQ Holdings will explore the possibilities for implementing these and other clean energy projects and undertake and explore possibilities for implementing clean energy projects within Questar
Gas’s service area with respect to renewable natural gas, hydrogen and compressed natural gas. Such exploration will include assessment of Federal funding eligibility of any such projects under the U.S. Inflation Reduction Act. These efforts will ultimately benefit consumers by helping to reduce combustion-related and
methane emissions and reducing the carbon intensity of the energy