ENBRIDGE INC. PERFORMANCE STOCK UNIT PLAN (2007)

1.

PURPOSE

(a)

align the senior management team of the Corporation with the enhancement of shareholder value by focusing on shareholder value;

(b)

assist in attracting, retaining, engaging, and rewarding senior executives of the Corporation; and

(c)

provide an opportunity for Participants to earn competitive total compensation based upon achieving the performance goals set out in this Plan.

2.

DEFINED TERMS

(a)

“ affiliate ” has the meaning ascribed to that term in the Securities Act (Alberta);

(b)

“ Board ” means the Board of Directors of the Corporation;

(c)

“ CEO ” means the Chief Executive Officer of the Corporation;

(d)

“ Change of Control ” means:

(i)

the sale to a person or acquisition by a person not affiliated with the Corporation or its Subsidiaries of assets of the Corporation or its Subsidiaries having a value greater than 50% of the fair market value of the assets of the Corporation and its Subsidiaries determined on a consolidated basis prior to such sale whether such sale or acquisition occurs by way of reconstruction, reorganization, recapitalization, consolidation, amalgamation, arrangement, merger, transfer, sale or otherwise;

(ii)

any change in the holding, direct or indirect, of shares of the Corporation by a person not affiliated with the Corporation as a result of which such person, or a group of persons, or persons acting in concert, or persons associated or affiliated with any such person or group within the meaning of the Securities Act (Alberta), are in a position to exercise effective control of the Corporation whether such change in the holding of such shares occurs by way of takeover bid, reconstruction, reorganization, recapitalization, consolidation, amalgamation, arrangement, merger, transfer, sale or otherwise; and for the purposes of this Plan, a person or

group of persons holding shares or other securities in excess of the number which, directly or following conversion thereof, would entitle the holders thereof to cast 20% or more of the votes attaching to all shares of the Corporation which, directly or following conversion of the convertible securities forming part of the holdings of the person or group of persons noted above, may be cast to elect directors of the Corporation shall be deemed, other than a person holding such shares or other securities in the ordinary course of business as an investment manager who is not using such holding to exercise effective control, to be in a position to exercise effective control of the Corporation;

(iii)

any reconstruction, reorganization, recapitalization, consolidation, amalgamation, arrangement, merger, transfer, sale or other transaction involving the Corporation where shareholders of the Corporation immediately prior to such reconstruction, reorganization, recapitalization, consolidation, amalgamation, arrangement, merger, transfer, sale or other transaction hold less than 50% of the shares of the Corporation or of the continuing corporation following completion of such reconstruction, reorganization, recapitalization, consolidation, amalgamation, arrangement, transfer, sale or other transaction;

(iv)

the Corporation ceases to be a distributing corporation as that term is defined in the Canada Business Corporations Act ;

(v)

any event or transaction which the Board, in its discretion, deems to be a Change of Control; or

(vi)

Incumbent Directors ceasing to be a majority of the Board;

(vii)

any transaction whereby shares held by shareholders of the Corporation are transferred or exchanged for units or securities of a trust, partnership or other entity which trust, partnership or other entity continues to own directly or indirectly all of the shares of the Corporation previously owned by the shareholders of the Corporation and the former shareholders of the Corporation continue to be beneficial holders of such units or securities in the same proportions following the transaction as they were beneficial holders of shares of the Corporation prior to the transaction will be deemed not to constitute a change of control; and

(viii)

any change of control initiated or commenced by the Board (and whether or not such transaction was initiated or commenced by the Board shall be conclusively determined by the Board) will not constitute a change of control for purposes of this Plan;

(e)

“ Code ” means the United States Internal Revenue Code of 1986, as amended;

(f)

“ constructive dismissal ” means, unless consented to by the Participant, any action that constitutes constructive dismissal of the Participant, including without limiting the generality of the foregoing:

(i)

where the Participant ceases to be an officer of the Corporation, unless the Participant is appointed as an officer of a successor to a material portion of the assets of the Corporation;

(ii)

a material decrease in the title, position, responsibilities, powers or reporting relationships of the Participant;

(iii)

a reduction in the base salary (excluding any annual incentive bonus) of the Participant; or

(iv)

any material reduction in the value of the Participant’s employee benefits, plans and programs (other than any annual incentive bonus);

(g)

“ Corporation ” means Enbridge Inc., and includes any successor entity thereto;

(h)

“ Director ” means a director of the Corporation;

(i)

“ Dividend Reinvestment Plan ” means the Dividend Reinvestment and Share Purchase Plan of the Corporation, as described in the Dividend Reinvestment and Share Purchase Plan Offering Circular of the Corporation dated [January 14, 2000] as amended from time to time, or any successor plan;

(j)

“ Fair Market Value ” means, as of a particular day, the weighted average of the board lot trading prices per Share on the Toronto Stock Exchange, or the New York Stock Exchange, for the last twenty trading days immediately prior to such day;

(k)

“ For Cause ” includes “just cause” as defined in the common law and also includes any circumstance in which the Participant shall have been convicted of a criminal act of dishonesty resulting or intending to result directly or indirectly in gain or personal enrichment of the Participant;

(l)

“ HRC Committee ” means the Human Resources and Compensation Committee of the Board, established and duly authorized to act in accordance with the By-Laws of the Corporation;

(m)

“ Incumbent Director ” means any member of the Board who was a member of the Board immediately prior to the occurrence of the transaction, elections or appointments giving rise to a Change of Control and any successor to an Incumbent Director who was recommended for election at a meeting of shareholders of the Corporation, or elected or appointed to succeed any Incumbent Director, by the affirmative vote of the directors, which affirmative vote includes a majority of the Incumbent Directors then on the Board;

(n)

“ Maturity Date ” has the meaning given to it in Section 5;

(o)

“ Maximum Number ” means the maximum number of Performance Stock Units that may mature with respect to each grant, which maximum number shall not exceed twice the sum of the initial grant plus the dividend equivalent units that are granted during the Term;

(p)

“Maximum Performance Level ” means the level of achievement of the performance measures established pursuant to Section 6(a) which would result in the Maximum Number of Performance Stock Units granted to a Participant to mature;

(q)

“ Notice Period ” means the notice period for termination of employment agreed to between the Corporation (or its Subsidiary) and the Participant, or, in the absence of any such agreement, the notice period required under applicable law.

(r)

“ Participant ” means an individual who becomes a participant of the Plan in accordance with Section 4;

(s)

“ Performance Multipliers ” has the meaning set forth in Schedule A;

(t)

“ Performance Stock Unit ” means a conditional right to payment which has been granted to a Participant to receive an amount of money determined in accordance with the provisions of this Plan;

(u)

“ Plan ” means the Performance Stock Unit Plan (2007) of the Corporation described in this document, and as the same may be duly amended or varied from time to time in accordance with the provisions of this Plan;

(v)

“ Retirement Plan ” means a pension plan of the Corporation established or in effect from time to time which applies when an employee retires from the employment of the Corporation or a Subsidiary;

(w)

“ Share ” means a common share in the capital of the Corporation;

(x)

“ Subsidiary ” means:

(i)

any corporation that is a subsidiary (as such term is defined in the Canada Business Corporations Act ) of the Corporation, as such provision is from time to time amended, varied or re-enacted;

(ii)

any partnership or limited partnership that is controlled by the Corporation (the Corporation will be deemed to control a partnership or limited partnership if the Corporation possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of such partnership or limited partnership, whether through the ownership of voting securities, by contract or otherwise); and

(iii)

subject to regulatory approval, any corporation, partnership, limited partnership, trust, limited liability company or other form of business entity that the HRC Committee determines ought to be treated as a subsidiary for purposes of the Plan, provided that the HRC Committee shall have the sole discretion to determine that any such entity has ceased to be a subsidiary for purposes of the Plan;

(y)

“ Target Performance Level ” means, in respect of a Term, that level of achievement of the performance measures established pursuant to Section 6(a) which would result in exactly 100% of the Performance Stock Units granted to a Participant to mature;

(z)

“ Term ” has the meaning given to it in Section 5;

(aa)

“Threshold Performance Level” means in respect of a Term the level of achievement of the performance measures established pursuant to Section 6(a) which would result in the minimum number of Performance Stock Units granted to a Participant to mature; and

(bb)

“ Trading Day ” means any day on which the Toronto Stock Exchange is open for trading.

3.

GOVERNANCE

(a)

Subject to any determinations or approvals required to be made by the Board, the HRC Committee will administer the Plan in its sole discretion. The HRC Committee shall have the full power and sole responsibility to interpret the provisions of the Plan and to make regulations and formulate administrative provisions for its implementation, and to make such changes in the regulations and administrative procedures as, from time to time, the HRC Committee deems proper and in the best interests of the Corporation. Such regulations and provisions may include the delegation to any Director or Directors or any officer or officers of the Corporation or its Subsidiaries of such administrative duties and powers of the HRC Committee as it may, in its sole discretion, deem fit. The HRC Committee may amend the Plan to correct, remedy or reconcile any errors, inconsistencies or ambiguities in this Plan. The determinations of the HRC Committee in the administration of the Plan shall be final and conclusive.

(b)

Prior to the CEO requesting any grants under the Plan, the CEO will recommend to the HRC Committee for its approval the performance measures and the levels of achievement required for Threshold Performance Level, Target Performance Level and Maximum Performance Level. The HRC Committee shall also have the authority to approve any amendments to such performance measures, the expected levels of performance and the Term; provided that no amendment to the Term of any Performance Stock Unit shall be made which would cause the Participant to be subject to adverse tax treatment under Code Section 409A.

(c)

Upon the HRC Committee determining that the achievement of applicable performance measures has been met following the Maturity Date, the HRC Committee shall approve payments under the Plan.

(d)

The HRC Committee shall also have the authority to waive any restrictions with respect to participation in the Plan or the maturity of grants under the Plan for any specific Participants where, in the opinion of the HRC Committee, it is reasonable to do so and does not prejudice the rights of the Participant under the Plan and it does not cause the Participant to be subject to adverse t