Your vote is important to Enbridge Inc. (“Enbridge” or the “Corporation”). Set forth below is guidance with respect to voting your Enbridge common shares. Note that unless otherwise specified, the answers relate to all shareholders, regardless of whether you are a registered or beneficial shareholder.
Q:		Am I entitled to vote?
A:		If you are a holder of common shares at the close of business on Thursday, March 15, 2007, you are entitled to vote at the meeting, or at any adjournment of that meeting, on the items of business set forth in the notice of annual and special meeting of shareholders.
Q:		Am I a registered shareholder?
A:		You are a registered shareholder if you hold any common shares in your own name. Your common shares are represented by a physical share certificate.
Q:		Am I a beneficial (non-registered) shareholder?
A:		You are a beneficial shareholder if your common shares are held in an account where they are held in the name of a nominee (bank, trust company, securities broker or other). Your common shares are not represented by a physical share certificate but are recorded on an electronic system.
Q:		How many votes am I entitled to?
A:		You are entitled to one vote for each common share you hold.
Q:		What items of business am I voting on?
A:		You are voting on the:
		(a)		election of directors for the upcoming year;
		(b)		appointment of the auditors and authorization of the directors to fix the auditors’ remuneration;
		(c)		approval of a new incentive stock option plan and a new performance stock option plan for the Corporation; and
		(d)		any other business that may be properly brought before the meeting, or any adjournment of that meeting.
Q:		How will these items of business be decided at the meeting?
A:		A simple majority of the votes cast (50% plus one vote), by the shareholders, in person or by proxy, will constitute approval of the election of directors, the appointment of auditors and the approval of a new incentive stock option plan and a new performance stock option plan.
Q:		How do I vote?
A:		If you are a registered shareholder, you can vote in person at the meeting or by proxy.
		(a)		To vote in person – Do not complete and return the form of proxy but simply attend the meeting where your vote will be taken and counted. Be sure to register with CIBC Mellon

		Trust Company, the Corporation’s transfer agent and registrar (“CIBC Mellon”), when you arrive at the meeting.
		(b)		To vote by proxy – You can convey your voting instructions by mail, telephone, facsimile or internet and by doing so your common shares will be voted at the meeting by P.D. Daniel or D.A. Arledge, who are the appointees set forth in the form of proxy. Instructions as to how to convey your voting instructions by any of these means are set forth on the back of the form of proxy and should be carefully followed.
				If you convey your instructions by any of the means available to you, your instructions must be received by 6:00 p.m. (mountain daylight saving time) on the second last business day (April 30, 2007) preceding the day of the meeting, or any adjournment of that meeting.
If you are a beneficial shareholder, your nominee will have their own means of conveying voting instructions which should be carefully followed. Most nominees will mail you a voting instruction form that will need to be completed and returned. In addition to conveying voting instructions by mail, a nominee may also provide you with the option to convey your voting instructions by telephone, facsimile or internet.
If you hold your common shares both as a registered and beneficial shareholder, you will need to convey your vote using each of the applicable procedures set forth above.
Q:		Is my vote confidential?
A:		Proxies are counted and tabulated independently of Enbridge by CIBC Mellon to preserve the confidentiality of your vote. CIBC Mellon does not inform the management of Enbridge as to how a shareholder votes except:
		(a)		as necessary to meet legal requirements;
		(b)		in the event of a proxy contest; or
		(c)		in the event a shareholder made written comments on the form of proxy intended for the management of Enbridge.
Q:		As a beneficial shareholder can I vote in person at the meeting?
A:		Yes.
		Enbridge does not have the names of the beneficial shareholders and so, if you attend the meeting, Enbridge will not have a record of the number of common shares you own or your entitlement to vote, unless your nominee has appointed you as proxyholder. To be appointed, you should insert your own name in the space provided on the voting instruction form provided to you by your nominee and carefully follow the instructions provided. Do not otherwise complete the form. This will allow you to attend the meeting and vote your common shares in person. Be sure to register with CIBC Mellon when you arrive at the meeting.
Q:		Can I appoint a person as proxyholder other than the management nominees, P.D. Daniel and D.A. Arledge?

A:		Whether or not you attend the meeting, you have the right to appoint a person, who does not need to be a shareholder, to represent you and vote your common shares in accordance with your voting instructions at the meeting. To exercise this right, strike out the names of the management nominees and insert the name of the person you wish to act as proxyholder, or complete another proper form of proxy. You may also appoint a person to act as proxyholder through the internet if you elect to vote separately on each item of business. Specific instructions as to how you can appoint a proxyholder will be provided to you when you elect to vote separately using the internet. Be sure that the person is aware that he/she is your proxyholder and registers with CIBC Mellon at the meeting indicating that he/she is your proxyholder.
		This right only exists if you convey your voting instructions by mail, and if you vote separately on each item of business using the internet.
Q:		Who is soliciting my proxy?
A:		Management of Enbridge and its board of directors are soliciting your proxy and the costs of doing so are being borne by Enbridge. In addition to soliciting proxies by mail, employees of Enbridge may also, without additional compensation, solicit personally or by telephone.
Q:		How will my proxy be voted?
A:		Your proxyholder, whether it is the management nominees or another person designated by you, must vote for or against or withhold your vote in accordance with the instructions you have conveyed. If you do not convey any instructions and appoint a proxyholder, you can let your proxyholder decide your vote for you. If you do not convey any instructions and appoint the management nominees as proxyholder or your proxyholder does not give specific instructions, your common shares will be voted FOR the election of directors, the appointment of auditors and the approval of a new incentive stock option plan and a new performance stock option plan.
Q:		What if there are amendments or variations to the items of business set forth in the notice of meeting or other matters are brought before the meeting?
A:		The enclosed form of proxy gives the person named on it the authority to use their discretion in voting on amendments or variations of the items set forth in the notice of meeting and on any other matters brought before the meeting. Proxyholders will vote in accordance with their best judgment pursuant to this discretionary authority.
		As at the date of this management information circular, the board of directors and management do not know of any variations or amendments to the proposed items of business or any additional matters which may be presented for consideration at the meeting.

Q:		Can I change my mind once I have submitted my proxy?
A:		Yes.
		You can revoke your proxy at any time before it is acted upon.
		As a registered shareholder, if your proxy was submitted by facsimile or mail, you can revoke it by instrument in writing executed by you or by your attorney authorized in writing, or if the shareholder is a corporation, under corporate seal or by an officer or attorney duly authorized, and deposit such instrument in writing at the registered office of Enbridge. If you conveyed your voting instructions by telephone or internet, then conveying new instructions will revoke prior instructions.
		Instructions can be revoked at any time up to and including 6:00 p.m. (mountain daylight saving time) on the business day preceding the meeting (May 1, 2007), or any adjournment of that meeting; or by depositing the revoking instrument with the Chair of the meeting on the day of the meeting, or any adjournment of that meeting; or in any other manner permitted by law, including personal attendance at the meeting, or any adjournment of that meeting.
		If an instrument of revocation is deposited with the Chair, it will not be effective with respect to any item of business that has been voted upon prior to the deposit.
		If you are a beneficial shareholder, you should contact your nominee for instructions on how to revoke your proxy.
Q:		Who counts the votes?
A:		CIBC Mellon, who will also act as scrutineer at the meeting.
Q:		How are my common shares voted if a ballot is called at the meeting on any of the items of business and a proxyholder other than myself is appointed?
A:		Your common shares will be voted as you specified in your proxy. If no such specification is made, then your common shares will be voted FOR the election of directors, the appointment of auditors and the approval of a new incentive stock option plan and a new performance stock option plan.
Q:		Who can I contact if I have any further questions on voting at the meeting?
A:		You can contact CIBC Mellon,
		By e-mail to:      www@cibcmellon.com; or
		By telephone:     Toll free in North America 1-800-387-0825.

GENERAL INFORMATION

This management information circular (the “Circular”) is furnished in connection with the solicitation of proxies by and on behalf of the management (“Management”) of Enbridge Inc. (“Enbridge” or the “Corporation”) and its board of directors (the “Board”). The accompanying form of proxy (“Proxy Form”) is for use at the annual and special meeting (the “Meeting”) of holders (the “Shareholders”) of common shares (“Enbridge Shares”) of Enbridge to be held on Wednesday, May 2, 2007, and at any adjournment of that meeting. The cost of this solicitation of proxies will be borne by the Corporation. The solicitation will be primarily by mail but proxies may also be solicited personally or by telephone by employees of the Corporation, without additional compensation.

Live Webcast of the Meeting

Shareholders who are unable to attend the Meeting in person have the opportunity to listen and view a live webcast of the Meeting. The details concerning the live webcast will be provided on Enbridge’s website at www.enbridge.com and in a news release prior to the Meeting. Shareholders unable to listen and view the live webcast, will also be able to listen to a recorded version of the Meeting at a later date, as one will be made available on the Corporation’s website.

Currency

All dollar amounts set forth in this Circular are in Canadian dollars, unless otherwise indicated.

Mailing Date and Date of Information in the Circular

Management anticipates that this Circular and the Proxy Form will be mailed to the Shareholders on or about March 23, 2007. Unless otherwise stated, information contained in this Circular is given as at March 2, 2007.

Executive and Registered Office

The principal executive and registered office of the Corporation is located at 3000, 425 - 1st Street S.W., Calgary, Alberta, Canada, T2P 3L8, and the Corporation’s telephone number is (403) 231-3900.

Share Capital and Principal Holders Thereof

The authorized share capital of Enbridge consists of an unlimited number of Enbridge Shares and an unlimited number of nonvoting preference shares, issuable in series. As at March 2, 2007, there were 367,081,886 Enbridge Shares issued and outstanding.

There is no single holder known to the Corporation, the Board, or Management, who beneficially owns, directly or indirectly, or who exercises control or direction over, more than 10% of the outstanding Enbridge Shares. Noverco Inc. (“Noverco”) and its affiliates own in the aggregate 34,700,000 Enbridge Shares, representing approximately 9.5% of the issued and outstanding Enbridge Shares. Pursuant to a Share and Warrant Subscription Agreement dated August 27, 1997 (the “Subscription Agreement”) among Noverco, Gaz Métropolitain, Inc. (“Gaz”) and the Corporation, the Corporation has agreed to use its best efforts to facilitate the maintenance of Noverco’s aggregate ownership interest in the Corporation at approximately 10% by permitting Noverco to participate in any future offerings of Enbridge Shares.

Board and Committees of the Board

As at March 2, 2007, the directors of the Corporation (the “Directors”) are David A. Arledge, James J. Blanchard, J. Lorne Braithwaite, Patrick D. Daniel, J. Herb England, E. Susan Evans, David A. Leslie, Robert W. Martin, George K. Petty, Charles E. Shultz, Donald J. Taylor and Dan C. Tutcher.

Information concerning the Directors is set forth under the heading “Election of Directors” beginning on page 4 of this Circular.

Enbridge has four standing committees of the Board (“Board Committees”) but does not have an executive committee of its Board. The Board Committees are the Audit, Finance & Risk Committee (“AFR Committee”), Human Resources & Compensation Committee (“HRC Committee”), Governance Committee and Corporate Social Responsibility Committee (“CSR Committee”). Membership and the principal function of each Board Committee is set forth under the heading “Board Committees” beginning on page 36 in Appendix “A” of this Circular.

Communicating with the Board

Shareholders may write to the Board or any Director(s) in care of the following address:

By mail to:		Enbridge Inc.
		3000, 425 - 1st Street S.W.
		Calgary, Alberta, Canada
		T2P 3L8
Attention:		Alison T. Love
		Vice President & Corporate Secretary
By e-mail to:		corporatesecretary@enbridge.com

Statement of Corporate Governance Practices

As the Enbridge Shares are listed on the Toronto Stock Exchange (the “TSX”), Enbridge must comply with the corporate governance guidelines or rules adopted by that exchange. The Enbridge Shares are also listed on the New York Stock Exchange (the “NYSE”), and Enbridge must disclose any significant ways in which its governance practices differ from NYSE requirements applicable to the United States of America (also referred to in this Circular as “U.S.”) listed companies. Enbridge must also comply with the corporate governance guidelines or rules adopted by Canadian securities regulators and the U.S. Securities and Exchange Commission (the “U.S. SEC”).

A complete description of the Corporation’s approach to corporate governance is set forth under the heading “Statement of Corporate Governance Practices” in Appendix “A” of this Circular.

Additional Information and Availability of Documents

Additional information and documents concerning the Corporation, including terms of reference for the Board and Board Committees, corporate policies and public disclosure documents, can be found on the Corporation’s website at www.enbridge.com. The Corporation’s public disclosure documents can also be found on SEDAR at www.sedar.com and EDGAR at www.sec.gov.

PARTICULARS OF MATTERS TO BE ACTED UPON

Receipt of Financial Statements

The Directors will place before the Meeting the consolidated annual financial statements and the report of the auditors for the financial year ended December 31, 2006 (the “Financial Statements”). The 2006 annual report (the “Annual Report”) to Shareholders, which contains financial information about the Corporation including the Financial Statements and Management’s Discussion & Analysis, is included with the general mailing of this Circular to registered shareholders (“Registered Shareholders”) and beneficial shareholders (“Beneficial Shareholders”) who opted to receive it. The Annual Report, the Notice of Meeting of Shareholders (“Notice of Meeting”) and the Circular are available for viewing and electronic delivery on the Corporation’s website under the heading “Financial Information — Reports & Filings” on the Investor Relations page. Copies of the Annual Report or Financial Statements are available, upon request, from the Investor Relations group of the Corporation. You may contact Investor Relations by: mail at 3000, 425 — 1st Street S.W. Calgary, Alberta, Canada, T2P 3L8; telephone at 1-800-481- 2804; and e-mail through the Corporation’s website under the heading “Contact Investor Relations — Order Investor Material” on the Investor Relations page.

Election of Directors
General Information

The articles of the Corporation provide that the number of Directors shall be not less than 1 and not more than 15, as the Board may from time to time determine.

The Governance Committee acts as the nominating committee and is responsible for, among other things, the nomination of Directors to the Board. The Governance Committee has established and uses the Board Composition Plan to determine which individuals should be nominated to the Board. Further information concerning the Board Composition Plan is set forth under the heading “Nomination of Directors” beginning on page 44 in Appendix “A” of this Circular.

Pursuant to the general guidelines for the Board (the “Board Guidelines”), a Director, following the attainment of age 70, will retire at the next annual meeting of Shareholders. However, a Director may continue to serve until the first annual meeting of Shareholders following the Director’s 72nd birthday if: (a) the Director has requested a two-year extension prior to reaching the age of 70, and (b) the extension has been unanimously approved by the Directors then in office. In the event that a peer review has not been completed by the Directors in the 12-month period preceding the vote on the two-year extension, a peer review will be completed prior to such vote. Information regarding the process of a peer review is set forth under the heading “Assessment of Individual Directors” on page 45 in Appendix “A” of this Circular. Any Director continuing in office beyond the first annual meeting of Shareholders following the Director’s 70^th birthday will not be eligible to be the Chair of the Board or the Chair of any Board Committee. The Board Guidelines can be found on the Corporation’s website.

Individuals Proposed to Be Nominated

The Board by resolution dated February 21, 2007 has established the size of the Board to be elected at the Meeting at 11 Directors. Although the Board is currently comprised of 12 Directors, only 11 of

the Directors are standing for election. Pursuant to the Board Guidelines, Donald J. Taylor is retiring at the Meeting as he has attained the age of 72, and although Robert W. Martin has attained the age of 70, he will stand for election as his request for a two-year extension to serve on the Board was unanimously approved by the Board on January 31, 2007. As required by the Board Guidelines, a peer review was conducted prior to the Board approval. On the day of the Meeting, Mr. Martin will resign as Chair of the AFR Committee and David A. Leslie will assume that position.

The 11 proposed nominees for election as Directors are:

David A. Arledge
James J. Blanchard
J. Lorne Braithwaite
Patrick D. Daniel
J. Herb England
E. Susan Evans
David A. Leslie
Robert W. Martin
George K. Petty
Charles E. Shultz
Dan C. Tutcher

Other than Mr. England, who was appointed to the Board on January 1, 2007, all other proposed nominees for election as Directors were elected at the annual meeting of Shareholders held on May 3, 2006 (the “2006 Meeting”).

There is no family relationship between any of the proposed nominees for election as Directors.

The Subscription Agreement among Noverco, Gaz and the Corporation not only sets forth terms by which Noverco will acquire and maintain an ownership interest in the Corporation but also contains terms regarding the composition of the Board. The parties agreed that so long as Noverco or its subsidiaries remain the registered and beneficial owners of an aggregate of at least 8%of the outstanding Enbridge Shares, on an annual basis, the Corporation shall nominate and support the election to the Board of individuals proposed by Noverco, being at least one, in proportion to the percentage of outstanding Enbridge Shares owned by Noverco to all Enbridge Shares outstanding. None of the proposed nominees for election as Directors represents Noverco by such right of nomination.

The following pages set forth information regarding the proposed nominees for election as Directors (all of whom have consented to stand for election) together with their municipality of residence, age, year in which they joined the Board, their independence status, principal occupation(s) during the five preceding years, areas of expertise, Board Committee memberships, percentage of total attendance at Board and Board Committee meetings during 2006, as well as other public and private¹ corporation/trust directorships/trusteeships and committee memberships. Also set forth is the number of Enbridge Shares², deferred stock units (“Deferred Stock Units” or “DSUs”) and stock options held as at March 2, 2007, as well as the total market value of those securities as at the same date (excluding stock options). Supplemental information pertaining to the proposed nominees for election as Directors is set forth beginning on page 11 of this Circular.

 

 

David A. Arledge (Age 62)

Naples, Florida, United States of America
Director since January 1, 2002 and appointed Chair of the Board in May 2005: Independent

Principal Occupation(s): From 1983 until 2001, Mr. Arledge was principally employed by Coastal Corporation (energy company) which merged in early 2001 with El Paso Corporation (integrated energy company). He held various executive positions in finance from 1983 to 1993, including Senior Vice President, Finance and Chief Financial Officer, and from 1993 to 2001 held many senior executive and operating positions, most recently retiring as Chairman, President & Chief Executive Officer.

Areas of Expertise: Energy, Finance, Accounting, Oil & Gas, Pipelines and Regulated Businesses

Enbridge Board Committee Memberships: Mr. Arledge is a member of the HRC Committee and the Governance Committee.

% of Total Attendance at Enbridge Board and Board Committee Meetings during the financial year ended December 31, 2006: 100%

Other Public Corporation/Trust Directorships /Trusteeships: Mr. Arledge served as Vice Chairman of the Board of Directors of El Paso Corporation until his resignation in November 2001, having served in that capacity since the merger of Coastal Corporation and El Paso Corporation.

Other Public Committee Memberships:None

Private Corporation/Trust Directorships/Trusteeships: Mr. Arledge is also a member of the Board of Aviva USA, a subsidiary of Aviva plc, a public company.

Private Committee Memberships: Mr. Arledge serves on the Audit Committee and is the Chair of the Human Resources & Compensation Committee of Aviva USA.

Equity Securities Held and Total Market Value of those Securities as at March 2, 2007: Mr. Arledge owns 16,300 Enbridge Shares and 5,618 Deferred Stock Units, whose total market value is $815,350.

Other Information: Mr. Arledge meets the Voluntary Minimum Share Ownership Guideline.

 

James J. Blanchard (Age 64)

Beverly Hills, Michigan, United States of America
Director since January 25, 1999: Independent

Principal Occupation(s): Mr. Blanchard has practiced law with DLA Piper US, LLP in Michigan and Washington, D.C. since 1996 and is the Chairman, Government Affairs. Prior thereto, from 1993 to 1996, Mr. Blanchard served as the United States Ambassador to Canada. He was Governor of Michigan for eight years and also spent eight years in the United States Congress.

Areas of Expertise: Government, Legal, Environmental, Safety & Sustainability, Governance

Enbridge Board Committee Memberships: Mr. Blanchard is a member of the Governance Committee and is Chair of the CSR Committee.

% of Total Attendance at Enbridge Board and Board Committee Meetings during the financial year ended December 31, 2006: 100%

Other Public Corporation/Trust Directorships/Trusteeships³: None

Other Public Committee Memberships: None

Equity Securities Held and Total Market Value of those Securities as at March 2, 2007: Mr. Blanchard owns 10,961 Enbridge Shares and 22,681 Deferred Stock Units, whose total market value is $1,251,482.

Other Information: Mr. Blanchard meets the Voluntary Minimum Share Ownership Guideline.

 

 

J. Lorne Braithwaite (Age 65)

Malahide, County Dublin, Ireland
Director since May 3, 1989: Independent

Principal Occupation(s): Mr. Braithwaite was President & Chief Executive Officer of Cambridge Shopping Centres Limited (developer and manager of retail shopping malls in Canada) from 1978 to 2001.

Areas of Expertise: Finance, Mergers & Acquisitions, Governance, Human Resources, Real Estate and Retail

Enbridge Board Committee Memberships: Mr. Braithwaite is a member of the HRC Committee and the CSR Committee.

% of Total Attendance at Enbridge Board and Board Committee Meetings during the financial year ended December 31, 2006: 94%

Other Public Corporation/Trust Directorships/Trusteeships: Mr. Braithwaite is a Director of Enbridge Gas Distribution Inc. (utilities company and an indirect, wholly-owned subsidiary of the Corporation) and Jannock Properties Limited (real estate company). Mr. Braithwaite is also a Trustee of Enbridge Commercial Trust (trust and a subsidiary of Enbridge Income Fund which is managed by a subsidiary of the Corporation).

Other Public Committee Memberships: Mr. Braithwaite serves on the Audit Committee of Enbridge Gas Distribution Inc. and the Audit and Compensation Committees of Jannock Properties Limited.

Private Corporation/Trust Directorships/Trusteeships: As of January 2006, Mr. Braithwaite joined the largest shopping mall company in the Middle East, as the Chairman of MAF Shopping Centres LLC, Dubai, United Arab Emirates. He is also a Director of Bata Shoe Corporation (international shoe retailing company) and Northern Group Retail Ltd. (ladies specialty apparel retailer operating throughout Canada and Northeast U.S.).

Private Committee Memberships: Mr. Braithwaite is Chair of the Audit Committee and a member of the Compensation Committee for Bata Shoe Corporation. He is also Chairman of the Investment Advisory Committee for the Canada Post Pension Plan.

Equity Securities Held and Total Market Value of those Securities as at March 2, 2007: Mr. Braithwaite owns 33,751 Enbridge Shares and 7,637 Deferred Stock Units, whose total market value is $1,539,634.

Other Information: Mr. Braithwaite meets the Voluntary Minimum Share Ownership Guideline.

 

Patrick D. Daniel (Age 60)

Calgary, Alberta, Canada
Director since April 27, 2000: Not Independent

Principal Occupation(s): Mr. Daniel has been a Senior Executive Officer of the Corporation for over 13 years and has been President & Chief Executive Officer of the Corporation since January 1, 2001.

Areas of Expertise: Business Management, Energy, Engineering and Pipelines

Enbridge Board Committee Memberships: As President & Chief Executive Officer, Mr. Daniel is not a member of any Board Committee but he attends Board Committee meetings at the request of the Board.

% of Total Attendance at Enbridge Board and Board Committee Meetings during the financial year ended December 31, 2006: 100%

Other Public Corporation/Trust Directorships/Trusteeships: Mr. Daniel is a Director of Enbridge Gas Distribution Inc. (utilities company and an indirect, wholly-owned subsidiary of the Corporation); Chair of Enbridge Pipelines Inc. (pipeline company and a wholly-owned subsidiary of the Corporation); Director of EnCana Corporation (oil and gas company); Enerflex Systems Ltd. (industrial products company) and Synenco Energy Inc. (oil and gas company).

Other Public Committee Memberships: Mr. Daniel serves on the Pension and Audit, Finance & Risk Committees of EnCana Corporation and the Corporate Governance Committee of Enerflex Systems Ltd. Mr. Daniel is also a member of the Reserves & Resources Committee and Chair of the Finance Committee of Synenco Energy Inc.

Private Corporation/Trust Directorships/Trusteeships: Mr. Daniel is a Director of a number of Enbridge subsidiaries. He is also a Director of the American Petroleum Institute and is on advisory councils at both the Universities of Alberta and British Columbia.

Private Committee Memberships: None

Equity Securities Held and Total Market Value of those Securities as at March 2, 2007: Mr. Daniel owns 324,547 Enbridge Shares and holds options to acquire 1,657,400 Enbridge Shares. The total market value of the Enbridge Shares are $12,073,148.

 

 

J. Herb England (Age 60)

Naples, Florida, United States of America
Director since January 1, 2007: Independent

Principal Occupation(s): Mr. England is the President & Chief Executive Officer of Stahlman-England Irrigation Inc. (contracting company) in southwest Florida. From 1993 to 1997, Mr. England was the Chairman, President & Chief Executive Officer of Sweet Ripe Drinks Ltd. (fruit beverage manufacturing company). Prior to 1993, Mr. England held various executive positions with John Labatt Limited (brewing company) and its operating companies, including the position of Chief Executive Officer of Labatt Breweries (brewing company), Catelli Inc. (food manufacturing company) and Johanna Dairies Inc. (dairy company). In 1993, Mr. England retired as Senior Vice-President, Finance and Corporate Development and Chief Financial Officer of John Labatt Limited.

Areas of Expertise: Accounting and Auditing, Finance, Mergers & Acquisitions and Industrial Relations

Enbridge Board Committee Memberships: Mr. England is proposed to join the AFR Committee and the Governance Committee on the day of the Meeting.

% of Total Attendance at Enbridge Board and Board Committee Meetings during the financial year ended December 31, 2006: Mr. England joined the Board on January 1, 2007 and did not attend any meetings in 2006.

Other Public Corporation/Trust Directorships/Trusteeships: None

Other Public Committee Memberships: None

Private Corporation/Trust Directorships/Trusteeships: Mr. England is a Director of Stahlman-England Irrigation Inc., HEMS, LLC (investment partnership) and Goodwood Fund 2.0 Ltd. (registered regulated mutual fund).

Private Committee Memberships: None

Equity Securities Held and Total Market Value of those Securities as at March 2, 2007: Mr. England owns 1,000 Enbridge Shares, whose total market value is $37,200.

Other Information: Mr. England joined the Board on January 1, 2007 and has until January 1, 2012 to meet the Voluntary Minimum Share Ownership Guideline.

 

E. Susan Evans (Age 61)

Calgary, Alberta, Canada
Director since March 1, 1996: Independent

Principal Occupation(s): Mrs. Evans was Vice President, Law & Corporate Affairs and Corporate Secretary of Encor Inc. (public oil and gas company).

Areas of Expertise: Energy, Governance, Human Resources, Legal and Oil & Gas

Enbridge Board Committee Memberships: Mrs. Evans is a member of the HRC Committee and the CSR Committee.

% of Total Attendance at Enbridge Board and Board Committee Meetings during the financial year ended December 31, 2006: 100%

Other Public Corporation/Trust Directorships/Trusteeships: Mrs. Evans is a Director of Enbridge Pipelines Inc. (public pipeline company and a wholly-owned subsidiary of the Corporation) and Canadian Oil Sands Limited (a subsidiary of Canadian Oil Sands Trust, a public oil and gas trust).

Other Public Committee Memberships: Mrs. Evans serves on the Audit, Compensation and Governance Committees of Canadian Oil Sands Limited.

Private Corporation/Trust Directorships/Trusteeships: Mrs. Evans was formerly a Director of Citizens Bank of Canada, Citizens Trust Company, Home Oil Company and Anderson Exploration Inc.

Private Committee Memberships: Mrs. Evans was formerly Chair of the Audit Committee for the Province of Alberta, Director of Canada Deposit Insurance Corporation, former Chair of the Judicial Compensation Commission for the Province of Alberta and Commissioner of the Alberta Financial Review Commission.

Equity Securities Held and Total Market Value of those Securities as at March 2, 2007: Mrs. Evans owns 28,611 Enbridge Shares and 3,327 Deferred Stock Units, whose total market value is $1,188,094.

Other Information: Mrs. Evans meets the Voluntary Minimum Share Ownership Guideline.

 

 

David A. Leslie, F.C.A. (Age 63)

Toronto, Ontario, Canada
Director since July 26, 2005: Independent

Principal Occupation(s): Mr. Leslie was the Chairman and Chief Executive Officer of Ernst & Young LLP (private accounting firm) from 1999 until June 2004.

Areas of Expertise: Accounting and Auditing, Governance and Retail

Enbridge Board Committee Memberships: Mr. Leslie is a member of the AFR Committee and the Governance Committee. On the day of the Meeting, Mr. Leslie is proposed to become Chair of the AFR Committee.

% of Total Attendance at Enbridge Board and Board Committee Meetings during the financial year ended December 31, 2006: 100%

Other Public Corporation/Trust Directorships/Trusteeships: Mr. Leslie is a Director of Sobeys Inc. (food merchandising company).

Other Public Committee Memberships: Mr. Leslie serves on the Audit and Oversight Committees of Sobeys Inc.

Private Corporation/Trust Directorships/Trusteeships: Mr. Leslie is the Chair Elect of Sunnybrook Health Sciences Centre.

Private Committee Memberships: Mr. Leslie is Chair of the Audit Committee of Sunnybrook Health Sciences Centre.

Equity Securities Held and Total Market Value of those Securities as at March 2, 2007: Mr. Leslie owns 3,413 Enbridge Shares and 3,195 Deferred Stock Units, whose total market value is $245,818.

Other Information: Mr. Leslie has until July 26, 2010 to meet the Voluntary Minimum Share Ownership Guideline.

 

Robert W. Martin (Age 70)

Toronto Ontario, Canada
Director since May 6, 1992: Independent

Principal Occupation(s): Mr. Martin was the President & Chief Executive Officer of The Consumers’ Gas Company Ltd. (now Enbridge Gas Distribution Inc.) from 1984 to 1992.

Areas of Expertise: Accounting, Banking, Finance, Mergers & Acquisitions, Human Resources, Real Estate and Utilities

Enbridge Board Committee Memberships: Mr. Martin is currently the Chair of the AFR Committee and a member of the HRC Committee.

% of Total Attendance at Enbridge Board and Board Committee Meetings during the financial year ended December 31, 2006: 95%

Other Public Corporation/Trust Directorships/Trusteeships⁴: Mr. Martin is a Director of Enbridge Gas Distribution Inc. (utilities company and an indirect, wholly-owned subsidiary of the Corporation) and HSBC Bank Canada (banking firm). He is also a Trustee of Allied Properties Real Estate Investment Trust (real estate investment trust). From 1993 to 1999, Mr. Martin was Chairman of Silcorp Limited (convenience stores).

Other Public Committee Memberships: Mr. Martin serves as Chair of the Audit Committee for Enbridge Gas Distribution Inc. and HSBC Bank Canada and is on the Governance and Compensation Committees of Allied Properties Real Estate Investment Trust.

Private Corporation/Trust Directorships/Trusteeships: Mr. Martin is a Director of the York University Foundation and is an Honourary Governor of York University.

Private Committee Memberships: Mr. Martin is an Honourary Life member of the Salvation Army Advisory Board and is Vice Chairman of The Stephen Leacock Foundation for Children.

Equity Securities Held and Total Market Value of those Securities as at March 2, 2007: Mr. Martin owns 36,636 Enbridge Shares, options to acquire 5,112 Enbridge Shares and 9,396 Deferred Stock Units. The total market value of the securities (excluding options) is $1,712,390.

Other Information: Mr. Martin meets the Voluntary Minimum Share Ownership Guideline.

 

 

George K. Petty (Age 65)

San Luis Obispo, California, United States of America
Director since January 22, 2001: Independent

Principal Occupation(s): Mr. Petty was President & Chief Executive Officer of Telus Corporation (telecommunications company) from 1994 to 1999.

Areas of Expertise: Telecommunications, Finance, Mergers & Acquisitions, Business Management and Energy

Enbridge Board Committee Memberships: Mr. Petty is a member of the AFR Committee and the Chair of the Governance Committee.

% of Total Attendance at Enbridge Board and Board Committee Meetings during the financial year ended December 31, 2006: 100%

Other Public Corporation/Trust Directorships/Trusteeships: Mr. Petty is a Director of Enbridge Energy Company, Inc. (general partner of Enbridge Energy Partners, L.P. and an indirect, wholly-owned subsidiary of the Corporation), Enbridge Energy Management, L.L.C. (management company in which the Corporation indirectly holds a 17.2% interest) and FuelCell Energy, Inc. (fuel cell company).

Other Public Committee Memberships: Mr. Petty serves on the Audit Committee of Enbridge Energy Company, Inc. and Enbridge Energy Management, L.L.C. and serves on the Compensation and Audit Committees of FuelCell Energy, Inc.

Equity Securities Held and Total Market Value of those Securities as at March 2, 2007: Mr. Petty owns 12,595 Enbridge Shares and 10,184 Deferred Stock Units, whose total market value is $847,379.

Other Information: Mr. Petty meets the Voluntary Minimum Share Ownership Guideline.

 

Charles E. Shultz (Age 67)

Calgary, Alberta, Canada
Director since December 1, 2004: Independent

Principal Occupation(s): Mr. Shultz is the Chair and Chief Executive Officer of Dauntless Energy Inc. (private oil and gas company) which he formed in 1995. Prior to that, from 1990 to 1995, Mr. Shultz served as President & Chief Executive Officer of Gulf Canada Resources Limited (oil and gas company).

Areas of Expertise: Energy, Oil & Gas, Mining, Pipelines and Governance

Enbridge Board Committee Memberships: Mr. Shultz is a member of the AFR Committee and is the Chair of the HRC Committee.

% of Total Attendance at Enbridge Board and Board Committee Meetings during the financial year ended December 31, 2006: 100%

Other Public Corporation/Trust Directorships/Trusteeships: Mr. Shultz is a Director of Enbridge Pipelines Inc. (pipeline company and a wholly-owned subsidiary of the Corporation), serves as Chairman of the Board of Canadian Oil Sands Limited (a subsidiary of Canadian Oil Sands Trust, a public oil and gas trust) and has been since 1996, and is Lead Director of Newfield Exploration (oil and gas company).

Other Public Committee Memberships: Mr. Shultz serves on the Audit Committee of Canadian Oil Sands Limited and is Chair of the Compensation Committee of Newfield Exploration.

Equity Securities Held and Total Market Value of those Securities as at March 2, 2007: Mr. Shultz owns 8,277 Enbridge Shares and 4,735 Deferred Stock Units, whose total market value is $484,046.

Other Information: Mr. Shultz meets the Voluntary Minimum Share Ownership Guideline.

 

 

Dan C. Tutcher (Age 58)

Houston, Texas, United States of America
Director since May 3, 2006: Not Independent

Principal Occupation(s): Mr. Tutcher was the Group Vice President, Transportation South of the Corporation, as well as President of Enbridge Energy Company, Inc. and Enbridge Energy Management, L.L.C. from May 2001 until retirement on May 1, 2006. Prior to May 2001, since 1992, he was the Chairman of the Board, President & Chief Executive Officer of Midcoast Energy Resources, Inc.

Areas of Expertise: Construction, Deregulated Businesses, Energy, Engineering, Environmental, Health & Safety, Finance, Mergers & Acquisitions, Governance, Government, Human Resources, Oil & Gas, Pipelines, Real Estate, Regulated Businesses, Transportation and Utilities

Enbridge Board Committee Memberships: Mr. Tutcher is a member of the Governance Committee and the CSR Committee.

% of Total Attendance at Enbridge Board and Board Committee Meetings during the financial year ended December 31, 2006: 100%

Other Public Corporation/Trust Directorships/Trusteeships: Mr. Tutcher is a Director of Sterling Bancshares, Inc. (bank holding company).

Other Public Committee Memberships: Mr. Tutcher serves on the Assets and Liabilities, Mergers & Acquisitions and Executive Committees of Sterling Bancshares, Inc.

Private Corporation/Trust Directorships/Trusteeships: Mr. Tutcher is the Chairman Emeritus of Cancer Counseling of Houston and is a Director of Alley Theatre and Magic Interests Ltd.

Private Committee Memberships: None

Equity Securities Held and Total Market Value of those Securities as at March 2, 2007: Mr. Tutcher owns 464,772 Enbridge Shares, options to acquire 143,333 Enbridge Shares and 3,126 Deferred Stock Units. The total market value of the securities (excluding options) is $17,405,806.

Other Information: Mr. Tutcher meets the Voluntary Minimum Share Ownership Guideline.

 

Unless specified in a Proxy Form or by telephone or internet voting instructions that the Enbridge Shares represented by the proxy shall be withheld from voting for the election of one or more proposed nominees for election as Directors, it is the intention of the persons designated in the enclosed Proxy Form to vote FOR the election of the proposed nominees set forth above.

Supplemental Information

The following pages set forth information, including Board and Board Committee meetings and attendance, independence, other public board/trust directorships/trusteeships and committee appointments, equity ownership and remuneration, regarding all the Directors of the Corporation who served during the financial year ended December 31, 2006 and Mr. England, who joined the Board on January 1, 2007.

Board and Board Committee Meetings and Attendance

The tables below set forth the number of Board and Board Committee meetings held during the financial year ended December 31, 2006 and the attendance of each of the Directors who served during that period at such meetings.

Summary of Board and Board Committee Meetings Held

During the financial year ended December 31, 2006
Board1			8
AFR Committee			6
HRC Committee			6
Governance Committee2			5
CSR Committee			3
Total Number of Board and Board Committee Meetings Held			28

Notes:

1		Includes 2 teleconference meetings.
2		Includes 1 teleconference meeting.

 

 

Director/Trustee			Name of Corporation/Trust			Committees
J.L. Braithwaite			Enbridge Gas			Audit Committee
P.D. Daniel			Distribution Inc.			–
R.W. Martin						Chair of the Audit Committee
J.L. Braithwaite			Enbridge Commercial			–
P.D. Daniel1			Trust2			–
P.D. Daniel			Enbridge			–
E.S. Evans			Pipelines Inc.			–
C.E. Shultz						–
P.D. Daniel3			Enbridge Energy			–
G.K. Petty			Company, Inc			Audit Committee
D.C. Tutcher3						–

Director/Trustee			Name of Corporation/Trust			Committees
P.D. Daniel3			Enbridge Energy			–
G.K. Petty			Management, L.L.C.			Audit Committee
D.C. Tutcher3						–
E.S. Evans			Canadian Oil			Audit,
			Sands Limited			Compensation and     Governance Committees
C.E. Shultz						Audit Committee

Notes:

1		Mr. Daniel resigned as a trustee of Enbridge Commercial Trust on June 30, 2006.
2		Enbridge Commercial Trust is the delegate of the sole trustee of Enbridge Income Fund which is a reporting issuer.
3		Both Mr. Daniel and Mr. Tutcher resigned as Directors of Enbridge Energy Company, Inc. and Enbridge Energy Management, L.L.C. on May 1, 2006.

Remuneration of Directors

Directors of the Corporation, other than P.D. Daniel, are compensated pursuant to the Corporation’s Directors’ Compensation Plan which became effective July 1, 2004. The Board, through its Governance Committee, and considering recommendations from external independent consultants, is responsible for the development and implementation of the Directors’ Compensation Plan. The main objectives of the Directors’ Compensation Plan are: (a) to attract and retain the services of the most qualified individuals; (b) to compensate the Corporation’s Directors in a manner that is commensurate with the risks and responsibilities assumed in Board and Board Committee membership and competitive with other comparable public issuers; and (c) to align the interests of the Directors with the Corporation’s Shareholders. To meet and maintain these objectives, the Board periodically performs a comprehensive review of the Directors’ Compensation Plan, making any changes it deems necessary. In August 2006, the Governance Committee reviewed the Directors’ Compensation Plan and recommended that no changes be made to the current level of compensation.

Under the Directors’ Compensation Plan, Directors receive an annual retainer for membership on the Board and any Board Committee. The Chair of the Board and the Chair of each of the four Board Committees receives an additional annual retainer. These annual retainers assist the Board to maintain a competitive position and are determined in relation to a comparator group of public issuers. The Governance Committee will define and review on a regular basis the appropriate marketplace against which comparisons are made. The Board’s policy is for the annual retainers to be approximately equivalent to compensation levels paid to Directors of the comparator group.

Directors may elect to receive the annual retainers in the form of cash, Enbridge Shares or DSUs in increments of 25% up to a certain percentage, which election is dependent upon a Director’s share ownership. Directors are expected to hold a personal investment in Enbridge Shares and DSUs of at least two times the annual board retainer ($300,000). Directors are expected to achieve the Voluntary Minimum Share Ownership by the later of July 1, 2009 or five years from the date they became a Director.

Election of Payment Form

The following table sets forth the percentages of each payment form that each Director received during the financial year ended December 31, 2006.

		Elective Payment Form
		Cash					Enbridge Shares					DSUs
Director		(%)					(%)					(%)
D.A. Arledge			76					–					24
J.J. Blanchard			5					4					91
J.L. Braithwaite			30					35					35
P.D. Daniel			–					–					–
E.S. Evans			76					–					24
W.R. Fatt1			28					–					72
L.D. Hyndman2			84					–					16
D.A. Leslie			52					–					48
R.W. Martin			61					–					39
G.K. Petty			68					–					32
C.E. Shultz			28					24					48
D.J. Taylor			76					–					24
D.C. Tutcher			4					–					96

Notes:

1		Mr. Fatt resigned from the Board on July 24, 2006.
2		Mr. Hyndman retired from the Board on May 3, 2006.

Appointment of Auditors

PricewaterhouseCoopers LLP (or a predecessor firm, Price Waterhouse) (“PwC”) have been the auditors of the Corporation and its wholly-owned subsidiary, Enbridge Pipelines Inc., since 1992 and 1949, respectively. PwC’s address is Suite 3100, 111 - 5th Avenue S.W., Calgary, Alberta, Canada, T2P 5L3. Under the Canadian Securities Administrators’ National Instrument 52-108 “Auditor Oversight”, PwC is a participating audit firm with the Canadian Public Accountability Board. PwC has also confirmed to the Board and the AFR Committee its status as independent within the meaning of applicable Canadian and U.S. rules.

The Board, on recommendation from the AFR Committee, recommends the re-appointment of PwC as auditors.

Unless specified in a Proxy Form or by telephone or internet voting instructions that the Enbridge Shares represented by the proxy shall be withheld from voting for the appointment of auditors, it is the intention of the persons designated in the enclosed Proxy Form to vote FOR the re-appointment of PwC as auditors of the Corporation to hold office until the close of the next annual meeting of Shareholders at a remuneration to be fixed by the Board.

Representatives of PwC are expected to be present at the Meeting, will have the opportunity to make a statement if they so desire, and will be available to respond to appropriate questions.

Auditor Independence

The Corporation understands that auditor independence is an essential element to maintaining the integrity of its financial statements. The Corporation’s AFR Committee has responsibility to oversee the external auditor. A description of the Corporation’s AFR Committee is set forth under the heading “Report of the Audit, Finance & Risk Committee” on page 37 in Appendix “A” of this Circular.

The Canadian securities regulators have passed rules which address the independence of the external auditor, the services for which they may be engaged and the disclosure of fees paid to them. The Corporation is also subject to the provisions of the U.S. Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), and the accounting and corporate governance reforms and rules adopted by the U.S. SEC under that Act, which specify certain services the external auditors may not provide. The Corporation complies with all such rules which are applicable in Canada and in the U.S.

In response to legislative and regulatory requirements regarding auditor independence, the Corporation’s AFR Committee adopted a policy that requires pre-approval by the AFR Committee of any services to be provided by the auditors, whether audit or non-audit services. The external auditors may be best equipped to render certain categories of services (such as tax compliance services) to the Corporation in the most efficient and economical manner. The Board believes that it is appropriate for the Corporation to preserve its ability to retain its external auditors for non-audit services in the permitted categories. The AFR Committee believes that the policy will protect the Corporation from the potential loss of independence of the external auditors. Further information regarding the pre-approval policies and procedures of the AFR Committee is set forth under the heading “Pre-Approval Policies and Procedures” on page 46 in Appendix “A” of this Circular.

The AFR Committee annually reviews with the external auditors their qualifications and independence, including formal written statements delineating all relationships between the auditors, their affiliates and the Corporation that may impact the auditors’ independence and objectivity.

Fees Billed by Auditors

The following table sets forth all services rendered by the auditors by category, together with the corresponding fees billed by the auditors for each category of service for the financial years ended December 31, 2005 and 2006.

Financial Years ended December 31		2006				2005
Audit Fees1		$	3,688,620			$	1,658,869
Audit-Related Fees2			248,645				166,552
Tax Fees3			310,599				210,490
All Other Fees4			388,444				32,360
Total Fees		$	4,636,308			$	2,068,271

Notes:

1		Represents the aggregate fees billed by the Corporation’s auditors for audit services.
2		Represents the aggregate fees billed for assurance and related services by the Corporation’s auditors that are reasonably related to the performance of the audit or review of the Corporation’s financial statements and are not included under “Audit Fees”.
3		Represents the aggregate fees billed for professional services rendered by the Corporation’s auditors for tax compliance, tax advice and tax planning.
4		Represents the aggregate fees billed for products and services provided by the Corporation’s auditors other than those services reported under “Audit Fees”, “Audit-Related Fees” and “Tax Fees”.

Approval of the Stock Option Plans (2007)

At the Meeting, Shareholders will be asked to approve two stock option plans: the Incentive Stock Option Plan (2007) (the “ISO Plan (2007)”) providing for the issue of incentive stock options (“ISOs”) and the Performance Stock Option Plan (2007) (the “PSO Plan (2007)”) providing for the issue of performance-based stock options (“PBSOs”) (together, the “Stock Option Plans (2007)”). Both plans, if approved, will be effective January 1, 2007 and will replace the Corporation’s Incentive Stock Option Plan (2002) (the “ISO Plan”) that was approved at the annual and special meeting of Shareholders held on May 3, 2002. The features of the ISO Plan are set forth under the heading “Stock Options” beginning on page 26 of this Circular.

The total number of Enbridge Shares reserved for issuance under the ISO Plan (2007) and the PSO Plan (2007) shall not exceed in the aggregate 16,500,000 Enbridge Shares, representing approximately 4.5% of the issued and outstanding Enbridge Shares as of March 2, 2007. None of the 30,000,000 Enbridge Shares reserved for issuance under the ISO Plan are included in the 16,500,000 Enbridge Shares being reserved under the Stock Option Plans (2007). If the Stock Option Plans (2007) are adopted, no further options will be granted under the ISO Plan and only unexercised options under such plan will remain outstanding and be exercisable under such plan. Management believes that the 16,500,000 Enbridge Shares reserved for issuance under the Stock Option Plans (2007) will be a sufficient number of Enbridge Shares to adequately provide for all ISO and PBSO awards for the next eight to ten years.

ISO Plan (2007)

Under the ISO Plan (2007), the HRC Committee, subject to any determination or approval required to be made by the Board, will administer the Plan and grant ISOs to any employee, including officers, of the Corporation or its subsidiaries (the “Participants”). Incentive stock options, within the meaning and requirements of the United States Internal Revenue Code (the “Code”), may also be granted to designated employees of the Corporation’s U.S. subsidiaries. Directors who are not full-time employees of the Corporation or a subsidiary are not eligible to become participants.

The purpose of the ISO Plan (2007) is to: focus Participants on the share price appreciation in alignment with the long-term strategy of the Corporation; assist in attracting, retaining, engaging and rewarding Participants; and provide an opportunity for Participants to earn competitive total compensation.

Features of the ISO Plan (2007)

The ISO Plan (2007) restricts the number of Enbridge Shares reserved for issuance as follows:

(a)		The total number of Enbridge Shares reserved for issuance to any one Participant under all security based compensation arrangements shall not exceed 5% of the number of Enbridge Shares outstanding at the time of reservation;
(b)		the total number of Enbridge Shares reserved for issuance to insiders under all security based compensation arrangements of the Corporation shall not exceed 10% of the number of the Enbridge Shares outstanding at the time of reservation;

(c)		the total number of Enbridge Shares issued to insiders, as a group, and to any one insider and such insider’s associates under all security based compensation arrangements of the Corporation within any one-year period shall not exceed 10% and 5%, respectively, of the number of Enbridge Shares outstanding at the time of issuance (excluding any other Enbridge Shares issued under all security based compensation arrangements during such one-year period); and
(d)		in the case of grants of inducement options to new employees by the Chief Executive Officer (“CEO”), the number of inducement options granted shall not exceed the lesser of the amount provided for in the HRC Committee policies, and 2% of the number of Enbridge Shares (on a non-dilutive basis) outstanding at the time of the grant.

The maximum number of Enbridge Shares that may be issued to designated employees of the Corporation’s U.S. subsidiaries as incentive stock options within the meaning of the Code under the ISO Plan (2007) shall not be greater than 2,000,000, which number is included in the aggregate 16,500,000 Enbridge Shares reserved for the Stock Option Plans (2007).

No U.S. incentive stock option (within the meaning of the Code) may be granted under the ISO Plan (2007) to any employee who at the time the stock option is granted, owns stock possessing more than 10% of the total combined voting power of all classes of his/her employer corporation or of its parent or subsidiary corporations unless the grant price is at least 110% of the Fair Market Value (as defined below) of the Enbridge Shares subject thereto, and the U.S. incentive stock option is not exercisable after the expiration of five years from the date it was granted.

No incentive stock option will be granted to a U.S. designated employee, if as a result of the grant, the aggregate Fair Market Value (as defined below) of the Enbridge Shares covered by all the U.S. incentive stock options under the ISO Plan (2007), which are or will become exercisable for the first time by the designated employee during any calendar year exceeds US$100,000, or such amount as shall be set out in the Code.

Term, Vesting Provisions and Exercise Price

Options shall have a term of ten years or less and are subject to earlier termination if the holder leaves the employ of the Corporation; provided that if the term expires in a trading blackout period, the term shall be extended to a date that is five trading days after the end of the trading blackout period. Options shall vest and become exercisable on the terms decided by the HRC Committee. In no case, other than when an option is awarded during a trading blackout period, shall an option be granted at an exercise price per Enbridge Share of less than 100% of the weighted average of the board lot trading price per Enbridge Share on the TSX or the NYSE, for the last five trading days immediately prior to the date of the grant (“Fair Market Value”). In the event an option is awarded during a trading blackout period, the effective date of the option shall be the sixth trading day following the date of the termination of the blackout period and the exercise price per Enbridge Share shall in no case be less than the Fair Market Value of the Enbridge Share on such sixth trading day.

Share Settled Options

If approved by the Board, a Participant upon exercise of an option may receive Enbridge Shares having a Fair Market Value equal to the “in the money“ value of the option at the time it is exercised. In that case, the number of Enbridge Shares issued to the Participant and not the number of underlying Enbridge Shares reserved for issuance under the option will be deducted from the Plan.

Share Ownership Guidelines

On exercise of an option, a Participant will be required to retain Enbridge Shares (net of Enbridge Shares required to be sold to meet tax liabilities arising on exercise of options) to meet applicable Enbridge Share ownership guidelines.

Transferability and Assignability

No ISOs granted under the ISO Plan (2007) are transferable or assignable by the holder other than by will or according to the laws governing descent and distribution.

Termination of Employment

Options that have vested remain exercisable until the earlier of 30 days following the Participant’s last day of employment, and the expiration of the term of the option, following which any vested options shall be cancelled. Any unvested options shall be cancelled on the Participant’s last day of employment.

Involuntary Termination

Options that have vested remain exercisable until the earlier of 30 days following the expiration of any notice period, and the expiration of the term of the option, following which any vested options shall be cancelled.

Any unvested options held on the last day of employment shall continue to vest and shall be exercisable until the earlier of 30 days following expiry of the notice period, and the expiration of the term of the option, following which all options shall be cancelled.

If the involuntary termination is for cause, all options held on the date of termination shall be cancelled on the Participant’s last day of active employment.

Death

In the event of death of a Participant, all options held shall vest and become exercisable until the earlier of the first anniversary of the date of death, and the expiration of the term of the option, following which all options shall be cancelled.

Retirement or Disability

In the event of retirement or disability of a Participant, the options held by such Participant shall continue to vest in accordance with their terms. In the case of retirement, options that are exercisable or become exercisable are exercisable until the earlier of the third anniversary of the date of retirement, and the expiration of the term of the option, following which all options shall be cancelled. In the case of disability, options continue to be exercisable in accordance with their terms.

With respect to designated employees in the U.S., the HRC Committee may determine terms and conditions in accordance with the Code under which stock options may be exercised upon termination of employment, death, retirement and disability.

Leaves of Absence

Where a Participant takes a leave of absence for a period greater than three months, all vested options shall be exercisable for the term of the options, following which any unexercised and vested options shall be cancelled. Any unvested options will continue to vest during the leave but if a Participant does not return to active employment at the end of the leave, all options shall be cancelled at the end of the leave.

Secondment

The HRC Committee and the CEO shall determine the manner in which all options will be treated.

Change of Control

All unvested options shall vest on a date not more than 30 days and not less than five days prior to the change of control, as determined by the HRC Committee.

Amendment

Subject to applicable regulatory approval, (which approval may also require shareholder approval), the Board may amend the ISO Plan (2007) or any ISOs issued thereunder in whole or in part without obtaining shareholder approval. Notwithstanding the foregoing, the Corporation will obtain the approval of the shareholders of the Corporation for an amendment relating to:

(a)		the maximum number of shares reserved for issuance under the ISO Plan (2007);
(b)		a reduction in the exercise price for any options;
(c)		the cancellation of options and the reissue or replacement of such options with options having a lower exercise price;
(d)		an extension to the term of any option;
(e)		any change allowing other than full-time employees of the Corporation or a subsidiary to become Participants in the ISO Plan (2007); and
(f)		any change whereby options would become transferable or assignable other than by will or according to the laws of descent and distribution.

PSO Plan (2007)

Pursuant to the ISO Plan, the HRC Committee, subject to Board approval, is able to grant PBSOs, which grants are made on an infrequent basis. The Board wishes to implement the PSO Plan (2007) as a stand alone plan under which PBSOs would be granted.

Under the PSO Plan (2007), the HRC Committee, subject to any determination or approval required to be made by the Board, will administer the Plan and grant PBSOs to Participants. Incentive stock options, within the meaning and requirements of the Code, may also be granted to designated employees of the Corporation’s U.S. subsidiaries. Directors who are not full-time employees of the Corporation or a subsidiary are not eligible to become participants.

The purpose of the PSO Plan (2007) is to: focus Participants on the attainment of the Corporation’s long-term strategy; assist in attracting, retaining, engaging and rewarding senior executives of the Corporation; and provide an opportunity for Participants to earn

competitive total compensation based on achieving the performance goals set out in the PSO Plan (2007).

Although all employees are eligible to be designated as Participants under the PSO Plan (2007), it is expected that PBSOs will mostly be granted to senior executives and will provide an opportunity for these executives to earn competitive total compensation based on achieving defined performance measures.

Features of the PSO Plan (2007)

The PSO Plan (2007) restricts the number of Enbridge Shares reserved for issuance as follows:

(a)		The total number of Enbridge Shares reserved for issuance to any one Participant under all security based compensation arrangements shall not exceed 5% of the number of Enbridge Shares outstanding at the time of reservation;
(b)		the total number of Enbridge Shares reserved for issuance to insiders under all security based compensation arrangements of the Corporation shall not exceed 10% of the number of the Enbridge Shares outstanding at the time of reservation;
(c)		the total number of Enbridge Shares issued to insiders, as a group, and to any one insider and such insider’s associates under all security based compensation arrangements of the Corporation within any one-year period shall not exceed 10% and 5%, respectively, of the number of Enbridge Shares outstanding at the time of issuance (excluding any other Enbridge Shares issued under all security based compensation arrangements during such one-year period); and
(d)		in the case of grants of inducement options to new employees by the CEO, the number of inducement options granted shall not exceed the lesser of the amount provided for in the HRC Committee policies, and 2% of the number of Enbridge Shares (on a non-dilutive basis) outstanding at the time of the grant.

The maximum number of Enbridge Shares that may be issued to designated employees of the Corporation’s U.S. subsidiaries as incentive stock options within the meaning of the Code under the PSO Plan (2007) shall not be greater than 2,000,000, which number is included in the aggregate 16,500,000 Enbridge Shares reserved for the Stock Option Plans (2007).

No U.S. incentive stock option (within the meaning of the Code) may be granted under the PSO Plan (2007) to any employee who at the time the stock option is granted, owns stock possessing more than 10%of the total combined voting power of all classes of his/her employer corporation or of its parent or subsidiary corporations unless the grant price is at least 110% of the Fair Market Value of the Enbridge Shares subject thereto, and the U.S. incentive stock option is not exercisable after the expiration of five years from the date it was granted.

No incentive stock option will be granted to a U.S. designated employee, if as a result of the grant, the aggregate Fair Market Value of the Enbridge Shares covered by all the U.S. incentive stock options under the PSO Plan (2007), which are or will become

exercisable for the first time by the designated employee during any calendar year exceeds US$100,000, or such amount as shall be set out in the Code.

Term and Exercise Price

Options shall have a term of ten years or less and are subject to earlier termination if the holder leaves the employ of the Corporation; provided that if the term expires in a trading blackout period, the term shall be extended to a date that is five trading days after the end of the trading blackout period. In no case, other than when an option is awarded during a trading blackout period, shall an option be granted at an exercise price per Enbridge Share of less than Fair Market Value. In the event an option is awarded during a trading blackout period, the effective date of the option shall be the sixth trading day following the date of the termination of the blackout period and the exercise price per Enbridge Share shall in no case be less than the Fair Market Value of the Enbridge Share on such sixth trading day.

Vesting

PBSOs shall vest when both the time period set by the HRC Committee since the date of the grant has expired and the performance measures have been met. The CEO will recommend to the HRC Committee the performance measures and levels of achievement for 100% of the PBSOs to vest and the level below which no PBSOs will vest and the HRC Committee will approve the terms of vesting of the PBSOs and the level below which no PBSOs will vest. The CEO will advise the Chair of the HRC Committee, upon the Human Resources, Accounting and Finance Groups and the CEO jointly concurring, that the performance measures have been achieved and the number of PBSOs that have become exercisable.

Share Settled Options

If approved by the Board, a Participant upon exercise of an option may receive Enbridge Shares having a Fair Market Value equal to the “in the money” value of the option at the time it is exercised. In that case, the number of Enbridge Shares issued to the Participant and not the number of underlying Enbridge Shares reserved for issuance under the option will be deducted from the Plan.

Share Ownership Guidelines

On exercise of an option, a Participant will be required to retain Enbridge Shares (net of Enbridge Shares required to be sold to meet tax liabilities arising on exercise of options) to meet applicable Enbridge Share ownership guidelines.

Transferability and Assignability

No PBSOs granted under the PSO Plan (2007) are transferable or assignable by the holder other than by will or according to the laws governing descent and distribution.

Termination of Employment

Options that have vested remain exercisable until the earlier of 30 days following the Participant’s last day of employment, and the expiration of the term of the option, following which any vested options shall be cancelled. Any unvested options shall be cancelled on the Participant’s last day of employment.

Involuntary Termination

Options that have vested remain exercisable until the earlier of 30 days following the expiration of any notice period, and the expiration of the term of the option, following which any vested options shall be cancelled.

A number of unvested options, prorated based on the number of full calendar months of active employment of the Participant during the term of the option to the total number of months in the term, shall continue to vest in accordance with the terms. The vested portion of such options shall be exercisable until the earlier of 30 days following the expiry of the notice period, and the expiration of the term of the option, following which all options shall be cancelled.

If the involuntary termination is for cause, all options held on the date of termination shall be cancelled on the Participant’s last day of active employment.

Death

All vested options shall remain exercisable until the earlier of the first anniversary of the death, and the expiration of the term of the option, following which unexercised and vested options will be cancelled. A number of unvested options, prorated based upon the number of full calendar months of active employment of the Participant during the term of the option to the total number of months in the term, shall vest on the date of death of the Participant on the assumption that the performance measures have been met. Such number of options shall be exercisable until the earlier of the first anniversary of the date of death, and the expiration of the term of the option, following which all options shall be cancelled.

Retirement

In the event of retirement of a Participant, vested options as at the date of retirement are exercisable until the earlier of the third anniversary of the date of retirement and the expiration of the term of the option.

A number of unvested options, prorated based upon the number of full calendar months of active employment of the Participant during the term to the total number of months in the term, shall continue to vest in accordance with their terms. The vested portion of such options shall be exercisable until the earlier of the third anniversary of the date of retirement, and the expiration of the term of the option, following which all options shall be cancelled.

Disability

In the event of disability of a Participant, the options held by such Participant shall continue to vest and be exercisable in accordance with their terms.

With respect to designated employees in the U.S., the HRC Committee may determine terms and conditions in accordance with the Code under which stock options may be exercised upon termination of employment, death, retirement and disability.

Leaves of Absence

Where a Participant takes a leave of absence for a period greater than three months, all vested options shall be exercisable for the term of the options, following which any unexercised and vested options shall be cancelled. Any unvested options will continue to vest during the leave but if a Participant does not return to active employment at the end of the leave, all options shall be cancelled at the end of the leave.

Secondment

The HRC Committee and the CEO shall determine the manner in which all options will be treated.

Change of Control

All unvested options shall vest on a date not more than 30 days and not less than five days prior to the change of control, as determined by the HRC Committee.

Amendment

Subject to applicable regulatory approval, (which approval may also require shareholder approval), the Board may amend the PSO Plan (2007) or any PBSOs issued thereunder in whole or in part without obtaining shareholder approval. Notwithstanding the foregoing, the Corporation will obtain the approval of the shareholders of the Corporation for an amendment relating to:

(a)		the maximum number of shares reserved for issuance under the PSO Plan (2007);
(b)		a reduction in the exercise price for any options;
(c)		the cancellation of options and the reissue or replacement of such options with options having a lower exercise price;
(d)		an extension to the term of any option;
(e)		any change allowing other than full-time employees of the Corporation or a subsidiary to become Participants in the PSO Plan (2007);
(f)		any change whereby options would become transferable or assignable other than by will or according to the laws of descent and distribution.

Shareholders will be asked at the Meeting to consider and, if deemed advisable, to approve, by simple majority of votes cast at the Meeting, a resolution, the text of which is set forth in Appendix “B” of this Circular (the “Stock Option Plans (2007) Resolution”), to approve the Stock Option Plans (2007).

The Board has determined that the approval of the Stock Option Plans (2007) is in the best interests of the Corporation and its Shareholders and therefore unanimously recommends that the Shareholders vote for the approval of the Stock Option Plans (2007) Resolution.

Unless specified in a Proxy Form or by telephone or internet voting instructions that the Enbridge Shares represented by the proxy shall be voted against the Stock Option Plans (2007) Resolution, it is the intention of the persons designated in the enclosed Proxy Form to vote FOR the Stock Option Plans (2007) Resolution.

Shareholder Proposals

The Corporation did not receive any shareholder proposals for consideration at the Meeting.

The Canada Business Corporations Act, which governs the Corporation, provides that Shareholder proposals must be received by December 1, 2007 to be considered for inclusion in the management information circular and the form of proxy for the 2008 annual meeting of Shareholders, which is expected to be held on or about May 7, 2008.

EXECUTIVE COMPENSATION

Composition of the Human Resources & Compensation Committee

The Corporation’s HRC Committee is presently comprised of the following Directors (the date of their appointment to the HRC Committee is listed after their name): D.A. Arledge (January 1, 2002); J.L. Braithwaite (May 5, 2005); E.S. Evans (May 3, 2002); R.W. Martin (February 1, 2001); and C.E. Shultz (May 5, 2005).

The HRC Committee’s responsibilities include reviewing and advising the Board on policies and plans with respect to the remuneration of senior management as discussed below and those responsibilities set forth under the headings “Report of the Human Resources & Compensation Committee” and “Compensation” on pages 38 and 44, respectively, in Appendix “A” of this Circular.

Report on Executive Compensation

The compensation strategy for senior management at Enbridge is designed to:

§		attract and retain highly capable senior management from the North American energy sector;
§		align the immediate, short-term, medium-term and long-term actions and decisions of the senior management with the annual, medium and long-term interests of Shareholders; and
§		engage the senior management team by defining and rewarding performance in terms of business unit, corporate and Shareholder goals.

The compensation program components – base pay, annual incentives, long-term incentives, benefits and pension arrangements – are all designed and administered within this overall framework.

Target Reward Levels

Given that the senior management team is located partly in Canada and partly in the United States, target reward levels are set within the context of separate Canadian and United States comparator groups (the “Comparator Groups”). The Comparator Groups include selected pipeline companies, integrated energy producers, and related industrials of comparable size and complexity with which the Corporation competes for senior management talent and for which compensation data is available through a combination of public disclosure and/or reliable surveys through independent consulting firms. The HRC Committee regularly reviews the Comparator Groups and the data provided by independent consultants to ensure they continue to reflect the Corporation’s senior management talent labour markets.

Enbridge designs its base pay, annual incentives, and various forms of long-term incentives such that the total of the plans pays

at the 50^th percentile of the comparable total pay of the Comparator Groups when corporate, business unit and an individual each achieve their target goals, and pays at the 75^th percentile of the comparable total pay of the Comparator Groups when corporate, business unit and an individual each achieve 75^th percentile performance among the Comparator Groups. The Corporation’s policy is that pay is commensurate with performance.

Base Pay

Senior management salaries are reviewed annually to ensure they reflect a balance of market conditions, the levels of responsibility and accountability of each individual, his/her unique talents and the level of demonstrated performance.

Short-Term Incentive Plan

The Corporation’s Short-Term Incentive Plan (“STIP”) is designed to reward senior management for achieving and exceeding performance at the corporate, business unit and individual levels.

For 2006, the performance measures for each of the Chief Executive Officer, the Chief Financial Officer and the three other executive officers of the Corporation with the highest salary and bonus compensation in the 2006 financial year (the “Named Executive Officers”) included corporate return on equity in 2006 and individual performance. Business unit senior management’s performance measures also included business unit earnings and other objectives applicable to their particular business unit. The measures for corporate performance are established and reviewed annually by the HRC Committee. Business unit performance measures are established and reviewed annually by the President & Chief Executive Officer.

Target incentives based on each participant’s level of responsibility within the Corporation are established as a percentage of base salary and reflect competitive practice within the Comparator Groups. STIP awards are paid in cash.

The STIP provides for the payment of incentive awards that may be below or in excess of target awards. Incentives are not paid if threshold performance levels are not attained. Senior members of management could receive up to 100% (150% in the case of the President & Chief Executive Officer) of base salaries when outstanding performance results are achieved. The factor by which incentive awards are calculated is prorated between the threshold, target and maximum award depending on actual performance under each of the performance measures. In administering the STIP, the HRC Committee may, in its judgment, vary incentive awards payable to participants if the application of the incentive formula confers unintended results. The STIP award for the President & Chief Executive Officer is recommended by the HRC Committee for approval by the Board while awards for the other Named Executive Officers are considered and, if thought appropriate, approved by the HRC Committee on the recommendation of the President & Chief Executive Officer.

For 2006, awards under the STIP were determined by the HRC Committee on the basis of a combination of: (a) the actual corporate return on equity being above the targeted return on equity level; (b) business unit performance measures, where applicable, ranging between exceeding targets to exceptional performance; and (c) individual performance measures as assessed by the President & Chief Executive Officer and, in the

case of the President & Chief Executive Officer, as assessed by the HRC Committee. In the opinion of the HRC Committee, STIP payments reflected corporate performance, business unit performance, where applicable, and the individual contributions of the Named Executive Officers in 2006.

Long-Term Incentives

Consistent with its overall compensation strategy described above, Enbridge continues to use long-term incentives to ensure reward programs are aligned with its business strategy and Shareholder interests. In summary, Enbridge has four active programs:

§		Performance Stock Unit (“PSU”) Plan (“PSU Plan”) with a three-year term granted annually, that provides a focus on comparative total shareholder return.
§		An Incentive Stock Option (“ISO”) Plan (2002) (“ISO Plan”) that is a conventional stock option plan with annual grants that provides a focus on long-term (up to 10 years) share price growth.
§		A Performance-Based Stock Option (“PBSO”) Plan (“PBSO Plan”) under the ISO Plan that is a special, periodic plan that provides focus on achieving specific stretch share price targets over the period September 2002 to September 2007.
§		A Restricted Stock Unit (“RSU”) Plan (“RSU Plan”) with a maximum 35-month term granted annually to reward share price growth and enhance the organization’s ability to attract and retain key employee groups.

The mix of PSUs, ISOs, PBSOs and RSUs will vary according to the level of senior management within the Corporation. The size of awards granted is determined taking into account an individual’s base salary, as well as individual performance achievement, succession potential and retention considerations and the competitiveness of award opportunities offered by the Comparator Groups.

Performance Stock Unit Plan

The PSU Plan is designed to strengthen the link between the interests of the Shareholders and the participating members of senior management by aligning the awards with relative total shareholder value creation. PSUs provide an incentive that focuses senior management on stock price performance and dividend growth. Performance conditions reward senior management for relative shareholder value creation during the plan term.

Under the PSU Plan, participating members of senior management
are eligible to receive annual grants of PSUs. The initial value of each of these PSUs is equivalent to the market value of one Enbridge Share. Each award may be paid out in cash at the end of a three-year term based on: (a) the market value of an Enbridge Share at the end of the three-year period; (b) additional PSUs representing dividends that would have been credited to the PSUs during the three-year period had the matured PSUs been treated as Enbridge Shares under the Corporation’s dividend reinvestment plan; and (c) the Corporation’s total shareholder return over a three-year period relative to a peer group of companies established in advance by the HRC Committee.

Payments under the PSU Plan may be increased up to 200% of the original award when the Corporation outperforms its peer group. If the Corporation’s performance fails to meet threshold performance levels, no payments are made. The Corporation will not issue any Enbridge Shares in connection with the PSU Plan.

During 2006, 117,900 PSUs were granted to 38 eligible employees, including the Named Executive Officers. For additional information regarding these grants, see “Performance Stock Unit Plan Grants” on page 26 of this Circular.

Incentive Stock Option Plan

The ISO Plan is designed to provide participating members of senior management the opportunity to share in the long-term value creation of the Corporation in alignment with Shareholder interests.

ISOs entitle members of senior management to acquire a specific number of Enbridge Shares at a defined price. Generally, grants of stock options are considered annually by the HRC Committee on the recommendation of the President & Chief Executive Officer and by the HRC Committee alone concerning the President & Chief Executive Officer. Further information regarding the ISO Plan is set forth under the heading “Stock Options” on page 26 of this Circular.

During 2006, stock options to acquire 1,595,300 Enbridge Shares at prices ranging from $34.35 to $36.46 per share were granted to 367 eligible employees, including the Named Executive Officers. For additional information on the outstanding stock options, including the cost of the stock options to the Corporation, see Note 16 to the Corporation’s Financial Statements contained in the Annual Report.

Performance-Based Stock Options

PBSOs are designed to further align the interests of participating members of senior management with those of Shareholders. PBSOs are granted on an infrequent basis and have both time and share price requirements to become exercisable.

Since 2002, there has been one grant of PBSOs to 7 employees, including all Named Executive Officers. Further information on PBSOs is set forth under the heading “Stock Options (Performance-Based)” on page 29 of this Circular.

For additional information on the outstanding PBSOs, see Note 16 to the Corporation’s Financial Statements contained in the Annual Report.

Restricted Stock Unit Plan

The RSU Plan is designed to attract and retain senior management and to provide an opportunity for Participants to earn competitive total compensation. RSUs focus on stock price performance and encourage retention of senior management.

Under the RSU Plan participating members of senior management are eligible to receive annual grants of RSUs. Units granted mature after a maximum term of 35 months. The initial value of each of the RSUs is equivalent to the market value of one Enbridge Share. Each award is paid in cash at the end of the term. The amount payable in respect of an award is the sum of the number of RSUs granted together with RSUs representing dividends that would be credited to the RSUs during the 35-month period had the matured RSUs been treated as Enbridge Shares

under the Corporation’s dividend reinvestment plan, all multiplied by the market value of an Enbridge Share at the end of the term. The Corporation will not issue any Enbridge Shares in connection with the RSU Plan.

During 2006, 181,882 units having a term to maturity of 27 months were granted to 555 eligible employees. None of the Named Executive Officers received RSUs.

Share Ownership Guidelines

On January 1, 2002, the Corporation implemented share ownership guidelines for senior management requiring them to attain target levels of ownership by December 31, 2006. The President & Chief Executive Officer is required to own Enbridge Shares with a value equal to four times his annual salary. As of December 31, 2006, Mr. Daniel held 324,321 Enbridge Shares, representing a share ownership level of approximately 12 times his annual salary.

Other members of senior management including the President & Chief Executive Officer’s direct reports are required to own Enbridge Shares with a value of two times their annual salary. Members of senior management at the senior vice president and vice president level are required to own Enbridge Shares with a value equal to their annual salary. These guidelines apply to any individuals subsequently hired or appointed to assume such positions, provided that such individuals will have a period of four years from their date of hiring or appointment to attain the applicable target level of share ownership. As of December 31, 2006, other members of senior management averaged approximately 4 times their annual salaries; and members of senior management at the vice president level averaged approximately 1.5 times their annual salaries.

Enbridge encourages all employees to share in its long-term success through its various supported voluntary savings plans. As of December 31, 2006, employees in Canada and the United States, other than the Named Executive Officers, owned approximately 4,571,088 Enbridge Shares under these plans.

The following table summarizes the target share ownership by employee groups and the current level of average actual shareholdings by employee groups as at December 31, 2006.

Compensation Consultant

The HRC Committee engaged Mercer Human Resource Consulting Ltd. (“Mercer”) to provide specific support to the Committee in determining compensation for the Corporation’s officers during the most recently completed financial year. This support has consisted of: (a) the provision of general market observations with respect to market trends and issues; (b) the provision of benchmark market data; (c) advice on compensation programs and issues; (d) attendance at 5 Committee meetings to review market trends and issues, and market analysis findings with the Committee. The decisions made by the HRC Committee are the responsibility of the Committee and may reflect factors and considerations other than the information and recommendations provided by Mercer.

For fiscal year 2006, Enbridge paid Mercer approximately $260,000 for its work as the advisor to the Committee as well as to advise Management on various compensation issues. Enbridge also paid Mercer approximately $1,900,000 in fiscal 2006 for various routine administration, actuarial and compliance mandates from Enbridge management at various locations around the world.

Compensation of the Chief Executive Officer

Mr. Daniel’s total compensation includes the three components previously described for Enbridge employees: base pay, STIP and long-term incentive plans (“LTIP”). The HRC Committee reviews all elements of the President & Chief Executive Officer’s total compensation each year and compensation recommendations are based on a review of the annual compensation surveys of the Comparator Groups and on corporate and personal performance. The HRC Committee considered the following corporate and personal achievements in determining Mr. Daniel’s STIP and LTIP awards for 2006:

Financial Performance:

§		Adjusted return on equity of 14.2%; and
§		Achieved SOx 404 compliance.

Liquids Pipelines Projects:

§		Commenced construction of the Southern Access Expansion;
§		Completed the reversal of the Spearhead Pipeline and commenced its operations;
§		Initiated the development of the Alberta Clipper Pipeline project;
§		Received industry support for the Southern Lights Pipeline project and the Waupisoo Pipeline project; and
§		Received approval and commenced construction on a number of new storage projects in Canada and the U.S.

Natural Gas Strategy:

§

The Gas Pipelines business has been reorganized and a broad strategy developed to create further value in gas distribution, gas gathering and processing, offshore pipelines and major interstate pipelines;