ECA Encana Corporation

As filed with the Securities and Exchange Commission on May 6, 2019

Registration No. 333-                

Suite 4400, 500 Centre Street S.E., P.O. Box 2850

Calgary, Alberta, Canada T2P 2S5

(403) 645-2000

Attention: Corporate Secretary

(Address of Principal Executive Offices)

Omnibus Incentive Plan of Encana Corporation

(Full title of the plan)

CT Corporation System

28 Liberty Street, Floor 42

New York, New York 10005

(212) 894-8940

(Name and address of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

liability incurred by the individual in their capacity as a director or officer of the Corporation, or in their capacity as a director or officer, or similar capacity, of another entity, if the individual acted in such capacity at the Corporation’s request.

The by-laws of the Corporation provide that, subject to the limitations contained in the CBCA but without limit to the right of the Corporation to indemnify any person under the CBCA or otherwise, the Corporation shall indemnify a director or officer of the Corporation, a former director or officer of the Corporation, or another individual who acts or acted at the Corporation’s request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Corporation or other entity, if the individual acted honestly and in good faith with a view to the best interests of the Corporation, or, as the case may be, to the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at the Corporation’s request, and in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the individual’s conduct was lawful. The Corporation has entered into agreements with its directors and officers to indemnify them, to the extent permitted by law and subject to certain limitations, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by such director or officer in respect of any civil, criminal, administrative, investigative or other proceeding to which the director or officer was made a party by reason of being a director or officer.

The by-laws of the Corporation provide that the Corporation may, subject to the CBCA, purchase, maintain, or participate in insurance for the benefit of any director or officer of the Corporation, former director or officer of the Corporation, or another individual who acts or acted at the Corporation’s request as a director or officer, or an individual acting in a similar capacity, of another entity, as such against any liability incurred by him in his capacity as a director or officer of the Corporation or as a director or officer of another entity where he acts or acted in that capacity at the Corporation’s request. The Corporation has purchased third party director and officer liability insurance.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Corporation pursuant to the foregoing provisions, the Corporation has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Reference is made to Item 9 for the undertakings of the registrant with respect to indemnification for liabilities arising under the Securities Act.

The undersigned registrant hereby undertakes that it will submit or has submitted the plan described herein and any amendment thereto to the Internal Revenue Service (“IRS”) in a timely manner and has made or will make all changes required by the IRS in order to qualify such plans under the Internal Revenue Code.