ENBRIDGE INC. EXECUTIVE EMPLOYMENT AGREEMENT

(a)

the Executive is an executive of the Corporation and is considered by the Board of Directors of the Corporation to be a valued employee of the Corporation and has acquired outstanding and special skills and abilities and an extensive background in and knowledge of the Corporation’s business and the industry in which it is engaged; and

(b)

the Board of Directors recognizes that it is essential, in the best interests of the Corporation, that the Corporation retain the continuing dedication of the Executive to his office and employment and that this can best be accomplished if the personal uncertainty facing the Executive in the event of a Corporation initiated termination of employment of the Executive is alleviated;

1.1

Definitions

(a)

“affiliate” a person shall be deemed to be an affiliate of another person if one of them is controlled by the other or both are controlled by the same person, and if two persons are affiliates of the same person at the same time they are deemed to be affiliates of each other;

(b)

“Annual Compensation” means the sum of the Annual Salary and the Annual Incentive Bonus;

(c)

“Annual Salary” means the annual salary of the Executive established by the HRCC and payable by the Corporation or its affiliates, determined as at the end of the month immediately preceding the month in which the termination of employment occurs and if at the relevant time an annual salary level has not been established, it shall be calculated by multiplying by 12 the monthly salary of the Executive in effect for the month preceding the month in which a termination of employment occurs pursuant to Article 2;

(d)

“Annual Incentive Bonus” means the annual incentive bonus of the Executive under the Corporation’s short term incentive plan;

(e)

“Confidential Information” means the information, processes, know-how, data, trade secrets, techniques, knowledge and other confidential information not generally known or lawfully available to the public relating to or connected with the business or corporate affairs and operations of the Corporation and its affiliates;

(f)

“constructive dismissal” means, unless expressly consented to in writing by the Executive, any action that constitutes constructive dismissal (as defined at common law) of the Executive, including without limiting the generality of the foregoing;

(i)

a decrease in the title, position or reporting relationships of the Executive, including without limiting the generality of the foregoing, ceasing to directly report to the most senior executive officer of the Corporation (as of the date hereof, the President and Chief Executive Officer) and of its control person, if any, or ceasing to be a full member of the most senior formal groups or committees (as of the effective date hereof its Executive Leadership Team and its Corporate Leadership Team) involved in corporate stewardship of the Corporation and of its control person, if any;

(ii)

a material decrease in the Executive’s responsibilities or powers;

(iii)

a reduction in the Annual Salary of the Executive;

(iv)

a reduction in the value of the Executive’s pension benefits (including without limiting the generality of the forgoing the defined benefit pension plan or the supplemental benefit pension plan); or

(v)

any material reduction in the value of the Executive’s other employee benefits, plans and programs, other than a reduction in the value of the Executive’s Annual Incentive Bonus as a result of the normal application of the performance criteria under the Annual Incentive Bonus.

(g)

“control person” means a person, or a group of persons acting jointly or in concert, that are in a position to exercise, directly or indirectly, effective control of another person, whether through:

(i)

the ownership or control of:

A.

a majority of, or

B.

in the case of a person whose voting securities or interests are widely held or publicly traded, 20% or more of,

(ii)

contract or other legal rights,

(h)

“defined benefit pension plan” means the Corporation’s registered pension plan, entitled “Retirement Plan for the Employees of Enbridge Inc. and Affiliates” and dated July 1, 2001, as amended or replaced from time to time in accordance with the terms of such registered pension plan;

(i)

“Human Resources and Compensation Committee” or “HRCC” means the committee of the Board of Directors of the Corporation from time to time appointed to fix the remuneration of executives of the Corporation or, if such committee has not been appointed, means the Board of Directors of the Corporation;

(j)

“Pensionable Bonus” means the portion of Annual Incentive Bonus which is used under the defined benefit pension plan and the supplemental benefit pension plan to determine final or best average earnings;

(k)

“person” means an individual, a partnership or incorporated or unincorporated association, syndicate or organization, a company, corporation or other body corporate wherever or however incorporated, a trust or any government or governmental authority or instrumentality;

(l)

“RCA” shall have the meaning set out in Section 2.7;

(m)

“Retiring Allowance” shall have the meaning set out in Section 2.5(b);

(n)

“supplemental benefit pension plan” means the non-registered supplemental pension plan, entitled “The Enbridge Supplemental Pension Plan” and dated January 1, 2000, as amended or replaced from time to time in accordance with the terms of such supplemental pension plan; and

(o)

“supplementary undertaking” shall have the meaning set out in Section 2.7.

1.2

Headings

1.3

Governing Law and Attornment

1.4

Singular; Gender

2.1

Position, Duties and Responsibilities of Executive

2.2

Term of Agreement

(a)

the effective date of voluntary retirement of the Executive in accordance with the retirement policies established for senior employees of the Corporation;

(b)

the effective date of voluntary resignation of the Executive other than pursuant to Section 2.5(a)(ii);

(c)

the death of the Executive; or

(d)

the effective date of termination of the employment of the Executive by the Corporation, including pursuant to Section 2.5 (a)(ii).

2.3

Termination of Agreement upon Disability of Executive

2.4

Termination of Agreement by the Corporation for Cause

2.5

Termination of Employment by the Corporation or the Executive

(a)

Except where such termination is pursuant to Sections 2.2(a), 2.2(b), 2.2(c), 2.4 or 2.6 the provisions of this Section 2.5 shall apply:

(i)

where the Corporation terminates the employment of the Executive for any reason;

(ii)

where the Executive terminates his employment with the Corporation within a period of 180 days following constructive dismissal of the Executive. For this purpose the Executive may within a period of 180 days following the constructive dismissal of the Executive terminate his employment with the Corporation upon 30 days’ prior written notice to the Corporation. For greater clarity, the said 30 day notice may be given at any time up to the 150 ^th day of the said 180-day period; or

(iii)

where the Corporation terminates this Agreement pursuant to Section 2.3.

(b)

In the event of termination of employment as provided in Section 2.5(a), the Executive shall be entitled to receive, and the Corporation shall pay to the Executive, a retiring allowance (the “ Retiring Allowance ”) computed as hereinafter provided, which shall include all statutory entitlement under employment standards legislation and all common law entitlement to reasonable notice. The Retiring Allowance shall be that amount which is equal to two times the sum of:

(i)

the Annual Salary; and

(ii)

the average of the last two payments of the Annual Incentive Bonus paid to the Executive (or the last payment if there has not been more than one Annual Incentive Bonus paid to the Executive) immediately preceding the date of such termination of employment. Notwithstanding this, in the event of termination in accordance with Section 2.5(a) within the first two years of the effective date of this Agreement, the Annual Incentive Bonus shall be no less than the average Annual Incentive Bonus calculated for other Executive Vice Presidents of the Corporation.

(c)

In addition to the Retiring Allowance calculated in accordance with Section 2.5(b):

(i)

the Corporation shall pay to the Executive the cash value of two times the last annual flex credit allowance provided to the Executive immediately preceding the date of such termination of employment under the Corporation’s flexible benefit program unless the Executive continues to be covered through the Corporation’s annuitant benefit program or the benefits program of another employer of equal value (and in the case that such other employer’s benefit program is of lesser value, the Executive shall be paid the difference in such values). Alternatively, at the Executive’s election, the Corporation shall provide continuation of the benefit coverage, for the applicable notice period, with the exception of those benefits which may not be continued pursuant to the applicable plan text, including long term disability coverage;

(ii)

the Corporation shall pay to the Executive an Annual Incentive Bonus for the calendar year in which the termination of employment occurs, pro-rated based upon the number of days of employment of the Executive in the calendar year to the total number of days in the year and calculated based on the last Annual Incentive Bonus payment received by the Executive. Notwithstanding this, in the event of termination in accordance with Section 2.5(a) within the first two years of the effective date of this Agreement, the Annual Incentive Bonus used for this calculation shall be based on the average Annual Incentive Bonus calculated for other Executive Vice Presidents of the Corporation. In addition, the Executive shall receive all accrued and unpaid annual vacation pay to the date of termination. In addition, where the Executive holds rights under other

plans to cash incentive compensation (including without limiting the generality of the foregoing, any performance stock units) the Executive shall be paid for the period in which he was employed a pro-rated amount based upon the number of days in the applicable period under the plan the Executive was employed to the number of days in the applicable plan period and such amounts shall be paid to the Executive within 30 days of the date on which amounts so payable under such plans are determined;

(iii)

the Corporation shall pay to the Executive the cash value of two times the last annual flexible perquisite allowance provided to the Executive immediately preceding the date of such termination of employment under the Corporation’s executive flexible perquisites program less any amounts prepaid to the Executive but unearned by virtue of such termination of employment (as of the effective date of this Agreement this amount is $35,000);

(iv)

the Corporation shall pay to the Executive a lump sum payment equivalent to the Corporation’s portion of contributions on behalf of the Executive to the Corporation’s employee savings plan for a two year period based upon the base salary of the Executive as at the effective date of termination; and

(v)

the Corporation shall pay for financial counselling and/or career counselling assistance for the Executive to a maximum of $20,000.

(d)

The Executive shall have, and shall be deemed to have had, as of the effective date of termination, two years of additional service added to the service (calculated at 2% accrual rate) already accrued at the effective date of termination under the Corporation’s defined benefit pension plan and supplemental benefit pension plan. In addition, in the event of termination pursuant to Section 2.5 (a) prior to January 9, 2014, the Executive shall be credited with an additional .5% accrual rate under the Corporation’s defined benefit pension plan and supplemental pension plan for each year of service between 2008 and 2014, up to a maximum of 3%.

(e)

Notwithstanding the provisions of any plan under which such options have been issued, if at the effective date of termination of employment as provided in Section 2.5(a) the Executive holds exercisable but unexercised options for the purchase of shares or other securities under any of the Corporation’s or its affiliates’ stock option plans, the Executive shall be entitled to exercise all options so held in accordance with the terms of such plans; provided further that any provision in any such plan which purports to terminate such options in the event of termination of employment for any reason shall not be applicable or, if such provision is applicable under such plan to prevent such exercise, the provisions of Section 4.4 shall apply. If the Executive holds options for the purchase of shares or other securities under any of the Corporation’s or its affiliates’ stock option plans which are not vested or otherwise not exercisable at the date of termination of employment in circumstances where this Section 2.5 applies, the Corporation

shall pay to the Executive a cash amount representing the excess, if any, of the fair market value of the shares or other securities on the date of termination of employment over the exercise price for such options. Fair market value on the date of termination of employment shall mean the last board lot sale price on the Toronto Stock Exchange (or such other exchange on which the greatest volume of trading of such shares or other securities takes place for the 30 trading days prior to the date of termination) on the last trading day prior to the date of termination of employment.

(f)

The Corporation and the Executive agree that the provisions of Section 2.5 are fair and reasonable and that the amounts payable by the Corporation to the Executive pursuant to Section 2.5 are reasonable estimates of the damages which will be suffered by the Executive in the event of the termination of his employment with the Corporation in the circumstances set out in Section 2.5, and shall not be construed as a penalty, nor shall the Executive be required to mitigate any loss resulting from the termination, including without limiting the generality of the foregoing, any amounts required to be paid pursuant to this Agreement.

(g)

The amounts payable by the Corporation to the Executive pursuant to Section 2.5 shall not be reduced by any amounts earned by the Executive after the termination of the employment of the Executive.

(h)

All amounts paid by the Corporation to the Executive pursuant to Section 2.5 shall satisfy and forever discharge all liabilities, claims or actions that the Executive may or shall have against the Corporation arising from the termination of employment of the Executive whether at common law or under statute or otherwise.

(i)

Subject to the provisions of Sections 2.5(c) and 2.5(e), the Corporation shall, at the option of the Executive, pay the amounts provided under this Section 2.5 to the Executive on the effective date that the employment of the Executive is terminated, or as soon thereafter as reasonably practical, but in any event within 30 days of the effective date of such terminatio