GENERAL INFORMATION

This Management Information Circular (the “Circular”) is furnished in connection with the solicitation of proxies by and on behalf of the 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 of common shares (the “Enbridge Shares”) of Enbridge (the “Shareholders”) to be held on Thursday, May 5, 2005 and at any adjournment thereof.

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

Management anticipates that this Circular and the Proxy Form will be mailed to the Shareholders on or about March 24, 2005. Unless otherwise stated, information contained in this Circular is given as at March 4, 2005. The principal executive and registered office of the Corporation is located at Suite 3000, 425 – 1st Street S.W., Calgary, Alberta, Canada, T2P 3L8, and the Corporation’s telephone number is (403) 231-3900. The solicitation will be primarily by mail but proxies may also be solicited personally or by telephone by the Officers, Directors and employees of the Corporation. (See “Solicitation of Proxies.”)

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 non-voting preference shares, issuable in series. As at March 4, 2005 there were 173,842,649 Enbridge Shares issued and outstanding, which were held by approximately 6,736 holders of record. Each Enbridge Share entitles the holder thereof to one vote at the Meeting. Holders of record of Enbridge Shares at the close of business on Thursday, March 17, 2005 will be entitled to vote at the Meeting. (See “Proxy Voting Options”.)

There is no single holder known to the Corporation who beneficially owns, directly or indirectly, or who exercises control or direction over, in excess of 10% of the outstanding Enbridge Shares. Noverco Inc. (“Noverco”) and its affiliates own in the aggregate 16,600,000 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 among Noverco, Gaz Métropolitain, Inc. 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.

 

As of the date of this Circular, the Directors of the Corporation
are (standing left to right) Louis D. Hyndman, Robert W. Martin,
J. Lorne Braithwaite, James J. Blanchard, George K. Petty,
(seated left to right) Charles E. Shultz, E. Susan Evans,
Patrick D. Daniel, Donald J. Taylor, William R. Fatt and
David A. Arledge.

 

BOARD OF DIRECTORS AND BOARD COMMITTEES

Enbridge does not have an executive committee of its Board. There were 11 meetings of the Board in 2004 and 12 meetings in 2003. For attendance information concerning Board and Board Committee meetings, see “Election of Directors – Individuals Proposed to be Nominated – Director Attendance”.

Enbridge has an Audit, Finance & Risk Committee. The Chair of the Audit, Finance & Risk Committee is R.W. Martin and the other members are D.A. Arledge, E.S. Evans, W.R. Fatt and L.D. Hyndman. The principal function of the Audit, Finance & Risk Committee is to review the Corporation’s financial statements and recommend their approval or otherwise to the Board. In addition, the Committee has responsibility for reviewing the qualifications, nominating and recommending the appointment of the Corporation’s external auditor to the Board and compensating, retaining and overseeing the external auditor. (See “Appendix “A” – Statement of Corporate Governance Practices – Committees of the Board of Directors – Audit, Finance & Risk Committee”.)

Enbridge has a Corporate Social Responsibility Committee (formerly, the Environment, Health & Safety Committee) of which L.D. Hyndman is Chair and the other members are J.J. Blanchard, J.L. Braithwaite and G.K. Petty. Mr. George was also a member of this Committee until his resignation on

July 29, 2004. The principal function of the Corporate Social Responsibility Committee is to review, approve or make recommendations with respect to: the oversight of management guidelines and accountability applicable to corporate social responsibility including stakeholder relations, community investments, the conduct of operations to prevent injury to personal property, minimizing adverse impacts, documentation of regulatory approval and compliance documents; and environment, health and safety guidelines policies, procedures and practices of Enbridge and its subsidiaries. (See “Appendix “A” – Statement of Corporate Governance Practices – Committees of the Board of Directors – Corporate Social Responsibility Committee”.)

Enbridge has a Governance Committee of which G.K. Petty is Chair and the other members are J.J. Blanchard, J.L. Braithwaite and D.J. Taylor. The principal function of the Governance Committee is to review and make recommendations regarding policies and procedures relating to the governance of the Corporation by the Board. (See “Appendix “A” – Statement of Corporate Governance Practices – Committees of the Board of Directors – Governance Committee”.)

Enbridge has a Human Resources & Compensation Committee. (For information regarding the Committee members and the Committee’s principal function, see “Executive Compensation – Composition of the Human Resources & Compensation Committee”.)

The Directors will place before the Meeting the Consolidated Annual Financial Statements and Auditors’ Report for the financial year ended December 31, 2004. The 2004 Annual Report to Shareholders, which contains the Consolidated Annual Financial Statements and the Auditors’ Report, is included with the general mailing of this Circular to Registered Shareholders and those Beneficial Shareholders who opted to receive it. The 2004 Annual Report, the Notice of Meeting and the Circular are available for viewing (and electronic delivery) at www.enbridge.com under the heading “Financial Information — Reports & Filings” on the Investor Relations page. Additional copies of the 2004 Annual Report are available from the Office of the Corporate Secretary of the Corporation.

The Articles of the Corporation provide that the number of its 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. The Board is presently comprised of 11 Directors. The Board, by resolution dated March 1, 2005, has established the size of the Board to be elected at the Meeting as 10 Directors.

The following pages set out the names of the proposed nominees for election as Directors (all of whom have consented to stand for election) together with their age, municipality of residence, year in which they joined the Board, membership on Board Committees, other positions and offices held with Enbridge and/or its subsidiaries, present principal occupation and principal occupations during the five preceding years as well as other directorships and memberships. Also set forth is the number of Enbridge Shares beneficially owned or over which control or direction is exercised by each of the proposed nominees for election as Directors as at March 4, 2005, as well as the number of deferred stock units (“Deferred Stock Units”) and options held as at the same date. Each Director elected will hold office from the date of the Meeting until the next Annual Meeting of Shareholders or until his or her successor is duly elected, unless that Director’s office is vacated.

 

David A. Arledge (Age 60)

Naples, Florida, United States of America

Mr. Arledge joined the Board in 2002 and is a member of the Audit, Finance & Risk Committee and the Human Resources & Compensation Committee.

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 Vice President, Senior Executive Vice President, Executive Vice President and 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. Since October 2002, Mr. Arledge has been a Director of AmerUs Group Co. (public life insurance company) and since January 2002 has been a Director of Realty Group of Naples, L.L.C. (private real estate investment firm). 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.

Mr. Arledge owns 8,150 Enbridge Shares and 424 Deferred Stock Units.

 

James J. Blanchard (Age 62)

Beverly Hills, Michigan, United States of America

Mr. Blanchard joined the Board in 1999 and is a member of the Corporate Social Responsibility Committee and the Governance Committee.

Mr. Blanchard has practiced law with DLA Piper Rudnick Gray Cary U.S., LLP in the states of Michigan and Washington, D.C. since 1996. 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. Mr. Blanchard is a Director of the following public companies: Bennett Environmental, Inc. (transportation and environmental services company); Brascan Corporation (asset management company); Nortel Networks Corporation (technology company); and Teknion Corporation (office systems and related office furniture products company).

Mr. Blanchard owns 5,138 Enbridge Shares and 5,814 Deferred Stock Units.

 

 

J. Lorne Braithwaite (Age 63)

Thornhill, Ontario, Canada

Mr. Braithwaite joined the Board in 1989 and is a member of the Corporate Social Responsibility Committee and the Governance Committee.

Mr. Braithwaite was President and Chief Executive Officer of Cambridge Shopping Centres Limited (developer and manager of retail shopping malls in Canada) from 1978 to 2001. He is a Director of Enbridge Gas Distribution Inc. (public utilities company and an indirect, wholly-owned subsidiary of the Corporation), Jannock Properties Limited (public real estate company), Bata Shoe Corporation (private international retail company), Canada Post Pension Plan Investment Committee Board and is a member of the CDIC Real Estate Advisory Panel (private advisory panel). Mr. Braithwaite is also a Trustee of Enbridge Commercial Trust (private trust and a subsidiary of Enbridge Income Fund which is managed by a subsidiary of the Corporation).

Mr. Braithwaite owns 13,025 Enbridge Shares and 1,513 Deferred Stock Units.

 

Patrick D. Daniel (Age 58)

Calgary, Alberta, Canada

Mr. Daniel joined the Board in 2000.

Mr. Daniel has been a Senior Executive Officer of the Corporation for over 12 years and has been President & Chief Executive Officer of the Corporation since January 1, 2001. He is a Director of the following public companies: Enbridge Gas Distribution Inc. (utilities company and an indirect, wholly-owned subsidiary of the Corporation); Enbridge Pipelines Inc. (pipeline company and a wholly-owned subsidiary of the Corporation); 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); EnCana Corporation (oil and gas company); and Enerflex Systems Ltd. (industrial products company). Mr. Daniel is also a Trustee of Enbridge Commercial Trust (private trust and a subsidiary of Enbridge Income Fund which is managed by a subsidiary of the Corporation).

Mr. Daniel owns 158,611 Enbridge Shares and holds options to acquire 664,650 Enbridge Shares.

 

E. Susan Evans (Age 59)

Calgary, Alberta, Canada

Mrs. Evans joined the Board in 1996 and is a member of the Audit, Finance & Risk Committee and the Human Resources & Compensation Committee.

Mrs. Evans was Vice President, Law & Corporate Affairs and Corporate Secretary of Encor Inc. (public oil and gas company). She is a Director of Canadian Oil Sands Limited (a subsidiary of Canadian Oil Sands Trust, a public oil and gas trust) and was formerly Chair of the Audit Committee for the Province of Alberta.

Mrs. Evans owns 13,382 Enbridge Shares and 525 Deferred Stock Units.

 

William R. Fatt (Age 53)

Toronto, Ontario, Canada

Mr. Fatt joined the Board in 2000, is the Chair of the Human Resources & Compensation Committee and a member of the Audit, Finance & Risk Committee.

Mr. Fatt is the Chief Executive Officer of Fairmont Hotels & Resorts Inc. (hotel management company) and was, prior to October 2001, the Chairman and Chief Executive Officer of Canadian Pacific Hotels & Resorts Inc. (hotel management company). He is a Director of the following public companies: Fairmont Hotels & Resorts Inc.; Enbridge Gas Distribution Inc. (utilities company and an indirect wholly-owned subsidiary of the Corporation); EnCana Corporation (oil and gas company); Sun Life Financial Inc. (insurance company); and he is Vice Chairman and a Trustee of Legacy Hotels Real Estate Investment Trust (real estate investment trust). He is also a Director of The Jim Pattison Group Inc. (private conglomerate).

Mr. Fatt owns 4,477 Enbridge Shares and 4,539 Deferred Stock Units.

 

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Louis D. Hyndman (Age 69)

Edmonton, Alberta, Canada

Mr. Hyndman joined the Board in 1993, is the Chair of the Corporate Social Responsibility Committee and a member of the Audit, Finance & Risk Committee.

Mr. Hyndman has been a Senior Partner of Field Law LLP, Barristers and Solicitors, since 1986. Mr. Hyndman is a Director of the following public companies: Enbridge Pipelines Inc. (pipeline company and a wholly-owned subsidiary of the Corporation); TransAlta Corporation (power generation and wholesale marketing company); Clarke Inc. (transportation and environmental services company); and Melcor Developments Ltd. (real estate company). He is also a Director of the following private companies: Canadian Urban Equities Ltd. (real estate investment managers); Ellis Don Inc. (construction company); and Meloche Monnex Inc. (insurance company). From 1967 to 1986, he was a member of the Legislative Assembly of the Province of Alberta and served as Provincial Treasurer and in two other ministerial portfolios.

Mr. Hyndman owns 10,134 Enbridge Shares, options to acquire 1,762 Enbridge Shares and 366 Deferred Stock Units.

 

Robert W. Martin (Age 68)

Toronto, Ontario, Canada

Mr. Martin joined the Board in 1992, is the Chair of the Audit, Finance & Risk Committee and a member of the Human Resources & Compensation Committee.

Mr. Martin was the President and Chief Executive Officer of The Consumers’ Gas Company Ltd. (now Enbridge Gas Distribution Inc.) from 1984 to 1992. He is a Director of the following public companies: Enbridge Gas Distribution Inc. (utilities company and an indirect, wholly-owned subsidiary of the Corporation); HSBC Bank Canada (banking firm); and he is 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).

Mr. Martin owns 18,318 Enbridge Shares, options to acquire 2,556 Enbridge Shares and 2,236 Deferred Stock Units.

 

George K. Petty (Age 63)

San Luis Obispo, California, United States of America

Mr. Petty joined the Board in 2001, is the Chair of the Governance Committee and a member of the Corporate Social Responsibility Committee.

Mr. Petty was President & Chief Executive Officer of Telus Corporation (telecommunications company) from 1994 to 1999. Mr. Petty is a Director of the following public companies: 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).

Mr. Petty owns 6,297 Enbridge Shares and 2,201 Deferred Stock Units.

 

Charles E. Shultz (Age 65)

Calgary, Alberta, Canada

Mr. Shultz joined the Board in December 2004.

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 and Chief Executive Officer of Gulf Canada Resources Limited (oil and gas company). He is a Director and Chair of Calpine Power Income Fund (public utilities company) and Canadian Oil Sands Limited (a subsidiary of Canadian Oil Sands Trust, a public oil and gas trust) and a Director of Newfield Exploration (public oil and gas company). He is also a Director of several private oil and gas companies, namely, Glencoe Exploration, Matrix Solutions, and Tasman Exploration, and sits on the Siemens Canada Advisory Board (an advisory board).

Mr. Shultz owns 3,052 Enbridge Shares and 555 Deferred Stock Units.

 

The tables below summarize the number of Board and Board Committee meetings held in 2004 and the attendance of each of the Directors and proposed nominees for election as Directors at such meetings.

Summary of Board and Board Committee Meetings Held

Notes:

1	Includes 3 teleconference meetings.
2	Includes 1 teleconference meeting.
3	Includes 2 teleconference meetings.

Summary of Attendance of Directors

Notes:

1	Percentages are rounded up to the nearest whole number.
2	As President & Chief Executive Officer, Mr. Daniel is not a member of any Board Committee but is entitled to attend all Board Committee meetings.
3	Mr. George resigned from the Board on July 29, 2004. He was a member of the Human Resources & Compensation Committee and the Corporate Social Responsibility Committee.
4	Mr. Shultz was appointed as a Director of the Corporation on December 1, 2004. Since that date until December 31, 2004, only one Board meeting was held. Mr. Shultz was not a member of any Board Committee in 2004.
5	Although Mr. Taylor is a member of the Governance and Human Resources & Compensation Committees, as Chair of the Board, he is entitled to attend all Board Committee meetings. Mr. Taylor is not standing for re-election as a Director of the Corporation.

The following table lists the Directors and proposed nominees for election as Directors who served together as Directors on the boards of other corporations or acted as trustees for other entities during the financial year ended December 31, 2004.

The following table sets out each Director’s equity ownership interest in the Corporation and any changes in the ownership interest since March 4, 2004.

			Directors’ Equity Ownership and Changes Therein
			Equity Ownership as at March 4, 20041													Equity Ownership as at March 4, 2005													Net Change in Equity Ownership													Market Value
																																										of Equity
																																										Holdings as at
			Common				Stock				Deferred					Common				Stock				Deferred					Common				Stock				Deferred					March 4, 20052
Director			Shares				Options				Stock Units					Shares				Options				Stock Units					Shares				Options				Stock Units					($)
D.A. Arledge				8,072				–				–					8,150				–				424					78				–				424					548,650
J.J. Blanchard				4,853				–				2,881					5,138				–				5,814					285				–				2,933					700,818
J.L. Braithwaite				12,141				–				392					13,025				–				1,513					884				–				1,121					930,286
P.D. Daniel3				156,703				579,650				–					158,611				664,650				–					1,908				85,000				–					10,149,517
E.S. Evans				12,941				–				176					13,382				–				525					441				–				349					889,908
W.R. Fatt				4,440				–				2,206					4,477				–				4,539					37				–				2,333					576,933
R.L. George4				7,300				–				3,727					–				–				–					–				–				–					–
L.D. Hyndman				10,042				1,762				–					10,134				1,762				366					92				–				366					671,895
R.W. Martin				18,318				2,556				735					18,318				2,556				2,236					–				–				1,501					1,315,250
G.K. Petty				6,270				–				956					6,297				–				2,201					27				–				1,245					543,787
C.E. Shultz5				–				–				–					3,052				–				555					3,052				–				555					230,811
D.J. Taylor6				14,823				–				1,120					15,185				–				3,461					362				–				2,341					1,193,157

Notes:

Appointment of Auditors

The Board, on recommendation from the Audit, Finance & Risk 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.

The U.S. SEC adopted new rules effective on July 31, 2005 which will require, among other things, that the audit committee be responsible for any recommendation or nomination of an outside auditor by the Corporation. Canadian securities regulatory authorities have adopted a similar rule effective on the date of the Meeting. The Corporation complies with these rules.

Auditor Independence

The Canadian securities regulators have passed rules, applicable to the Corporation as of the date of the Meeting, 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 Sarbanes-Oxley Act, which introduced a series of accounting and corporate governance reforms and rules adopted by the U.S. SEC under that Act specifying certain services the external auditors may not provide. The Corporation complies with all such rules which are now applicable in Canada and in the United States.

In response to legislative changes and other pending legislative and regulatory changes regarding auditor independence, the Corporation’s Audit, Finance & Risk Committee adopted a policy that requires pre-approval by the Audit, Finance & Risk 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 Audit, Finance & Risk Committee believes that the policy will protect the Corporation from the potential loss of independence of the external auditors.

The Audit, Finance & Risk 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

Note:

1

Included in Audit-Related Fees is $1,280,000 for Sarbanes-Oxley Act related procedures (2003 – $350,000). The Corporation’s affiliates in the United States, Enbridge Energy Partners, L.P. and Enbridge Energy Management, L.L.C. have been billed US$1,343,000 for Sarbanes-Oxley Act related procedures in 2004.

Division of Enbridge Shares

The Board has determined that such amendment is in the best interests of the Shareholders and therefore recommends that the Shareholders vote for the approval of the Share Split Resolution. The Share Split Resolution requires the approval of not less than two-thirds of the votes cast in order to be adopted.

If the Share Split Resolution is approved, it is proposed that the division of the Enbridge Shares will take effect at the close of business on May 20, 2005. Shareholders of record as of the close of business on May 20, 2005 will be mailed share certificates representing one additional Enbridge Share for each Enbridge Share held. It is currently expected that trading in the divided Enbridge Shares will begin on May 18, 2005. Shareholders should retain their present Enbridge Share certificates which will continue to represent the number of Enbridge Shares indicated thereon.

Unless otherwise 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 Share Split Resolution, it is the intention of the persons designated in the enclosed Proxy Form to vote FOR the approval of the Share Split Resolution.

Continuation of Shareholder Rights Plan

The Corporation has reviewed its Rights Plan for conformity with current practices with respect to shareholder rights plan design and has determined that since May 2002, when the Rights Plan was last approved by Shareholders, there have been few, if any, material changes to such rights plan design. On March 1, 2005, the Board resolved to continue the Rights Plan with minor amendments by approving a shareholder rights plan agreement dated as of November 9, 1995 and amended and restated as of May 5, 2005 (the “2005 Rights Plan Agreement”). The Rights Plan embodied in the 2005 Rights Plan Agreement is the same in all material respects as the prior Rights Plan apart from changes to the definitions of Expiration Time and Lock-up Agreement, which changes are discussed in Appendix “B” to this Circular under the headings “Summary of the Shareholder Rights Plan – Principal Terms – Expiration Date” and “ – Lock-up Agreements”.

Shareholders will be asked at the Meeting to consider and, if deemed advisable, to approve, by a simple majority of votes cast at the Meeting, a resolution, the text of which is set forth in Appendix “B” of this Circular (the “Rights Plan Resolution”), to continue, ratify, confirm and approve the Rights Plan. For the Rights Plan to continue in effect after the Meeting, the Rights Plan Resolution must be passed by the Shareholders. If the Rights Plan Resolution is not passed by the Shareholders, the Rights Plan will terminate.

Appendix “B” also sets out the background to and a summary of the principal terms of the Rights Plan.

The Board has determined that the Rights Plan is in the best interests of the Corporation and the Shareholders. The Board unanimously recommends that Shareholders vote in favour of the Rights Plan 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 Rights Plan Resolution, it is the intention of the persons designated in the enclosed Proxy Form to vote FOR the approval of the Rights Plan Resolution.

SHAREHOLDER PROPOSALS

The Canada Business Corporations Act, which governs the Corporation, provides that Shareholder proposals must be received by December 5, 2005 to be considered for inclusion in the Management Information Circular and the form of proxy for the 2006 Annual Meeting of Shareholders, which is expected to be held on or about May 4, 2006.

EXECUTIVE COMPENSATION

Composition of the Human Resources
& Compensation Committee

Since January 1, 1994, no member of the Committee has been an Officer or employee of the Corporation or any of its subsidiaries, or has had any relationship with the Corporation except as a Director, other than D.J.

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Taylor, Chair of the Board, who was a non-Executive Officer solely due to the definition in the Corporation’s By-Laws stating that the Chair of the Board was an Officer. The By-Law was revised and approved by the Directors on February 24, 2004 and confirmed by the Shareholders at the Annual & Special Meeting of Shareholders held on May 4, 2004 so that the Chair of the Board is no longer an Officer of the Corporation.

Report on Executive Compensation
Compensation Strategy

§	align the immediate, short-term, medium-term and long-term actions and decisions of the Executives with the annual, medium and long-term interest of Shareholders;

§	attract and retain highly capable Executives from the North American energy sector; and

§	engage the leadership team by defining and rewarding performance in terms of business unit, corporate and Shareholder goals.

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

Target Reward Levels

Enbridge designs its base pay, annual incentives, and various forms of long-term incentives such that the total of the plans pays at the 50th percentile of the comparable total pay of the Comparator Groups when corporate, business unit and individual each achieve their target goals, and pays at the 75th percentile of the comparable total pay of the Comparator Groups when corporate, business unit and individual performance each achieve 75th percentile performance among the Comparator Groups.

Base Pay

Annual Incentives

For 2004, 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 2004 financial year (the “Named Executive Officers”) had corporate performance measures that included

return on equity in 2004 and total shareholder return (share price appreciation and dividends paid) over a three-year period relative to a select sub-set of publicly traded companies in the Comparator Groups. Corporate performance and business unit earnings measures are established and reviewed annually by the Committee.

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. Awards under the STIP are paid in cash.

The STIP provides for the payment of incentive awards that may be below or in excess of target awards. No incentives are payable if threshold performance levels are not attained. Senior Officers 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 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 Committee for approval by the Board while awards for the other Named Executive Officers are considered and, if thought fit, approved by the Committee on the recommendation of the President & Chief Executive Officer.

For 2004, awards under the STIP were determined by the Committee on the basis of a combination of: (1) the actual return on equity being above the targeted return on equity threshold level; (2) average total shareholder return of 15.1% for the three-year period ended December 31, 2004, being at the 60th percentile relative to the Comparator Groups; (3) business unit performance measures, where applicable, ranging between meeting budget to exceptional performance; and (4) individual performance measures as assessed by the President & Chief Executive Officer and, in the case of the President & Chief Executive Officer, by the Committee. In the opinion of the Committee, STIP payments reflected corporate performance, business unit performance and the individual contributions of the Named Executive Officers in 2004.

Mid-Term and Long-Term Incentives

§	The Enbridge Performance Stock Unit Plan (mid-term plan) is an overlapping three-year plan with annual grants that provides focus on comparative total shareholder return.

§	The Enbridge Incentive Stock Option Plan (2002) (long-term plan) is a conventional stock option plan with annual grants that provides focus on long-term (up to 10 years) share price growth.

§	The Enbridge Performance-Based Stock Option Plan (long-term plan) is a special, periodic plan that provides focus on achieving specific stretch share price targets over the period September 2002 to September 2007.

The mix of performance stock units (“PSUs”), time-vested stock options and performance-based stock options will vary according to a participating Executive’s level within the Corporation and competitiveness with award opportunities offered by the Comparator Groups.

Performance Stock Unit Plan (Mid-Term Incentive)
The Performance Stock Unit Plan (the “PSU Plan”) is highly performance-based and is designed to strengthen the link between the interests of the Shareholders and the participating Executives by aligning the payout of grants with total shareholder value creation in a manner consistent with advancing the interests of the Corporation. PSUs provide an incentive that focuses Executives on stock price performance and dividend growth. Performance conditions reward or penalize Executives for relative shareholder value creation during the plan term.

Under the PSU Plan, participating Executives 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 at the end of a three-year performance cycle based on: (1) the market value of an Enbridge Share at the end of the three-year period; (2) additional PSUs representing dividends paid during the three-year period; and (3) the Corporation’s total shareholder return over a three-year period relative to a peer group of companies established in advance by the Committee.

Payments under the PSU Plan may be increased by 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 under the PSU Plan. The Corporation will not issue any Enbridge Shares in connection with the PSU Plan.

During 2004, 32,975 PSUs were granted to 7 eligible employees, including the Named Executive Officers. For additional information regarding these grants, see “Long-Term Incentive Plan Awards”.

Incentive Stock Option Plan (Long-Term Incentive)
Generally, grants of stock options are considered annually by the Committee on the recommendation of the President & Chief Executive Officer and by the Committee alone concerning the President & Chief Executive Officer. Each stock option granted entitles the recipient to acquire a specified number of Enbridge Shares at an exercise price not less than 100% of the last sale price of the Enbridge Shares on the TSX on the trading day prior to the date of the grant. In the event that an option is granted at a time when a trading blackout is in effect, the effective date of the stock option shall be no earlier than the fourth trading day following the date of termination of the trading blackout and the exercise price shall be no less than the weighted average trading price of Enbridge Shares on the TSX for the three trading days immediately prior to the effective date of the stock option. In connection with the determination of the number of stock options that may be granted, the Committee further considers a target ratio of the current Enbridge Share price to base salary as well as considering individual performance achievements and succession potential. For further information on the Incentive Stock Option Plan (2002), see “Stock Options – Incentive Stock Option Plan (2002).”

During 2004, stock options to acquire 891,000 Enbridge Shares at prices ranging from $51.44 to $53.97 per share were granted to 293 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, please see Note 14 to the Corporation’s Consolidated Annual Financial Statements for the year ended December 31, 2004, which are contained in the Corporation’s 2004 Annual Report.

Performance-Based Options (Long-Term Incentive)
In order to provide further long-term incentives to participating Executives and to align their interests with those of Shareholders, on September 16, 2002, special performance-based stock options to acquire an aggregate of

810,000 Enbridge Shares at $46.30 per share were granted to eligible employees, including the Named Executive Officers, for a five-year term, which term will extend to eight years if any of the stock options become exercisable before the end of the five-year term. The performance-based stock options become exercisable, as to 50% of the grant, if the price of an Enbridge Share equals or exceeds $61.00 for 20 consecutive trading days during the period September 16, 2002 to September 16, 2007 and, as to 100% of the grant, if the price of an Enbridge Share equals or exceeds $71.00 for 20 consecutive trading days during the same aforementioned period.

For additional information on the outstanding performance-based stock options, please see Note 14 to the Corporation’s Consolidated Annual Financial Statements for the year ended December 31, 2004, which are contained in the Corporation’s 2004 Annual Report.

Share Ownership Guidelines

Other Senior Officers are required to own Enbridge Shares with a value of two times their annual salary. Officers at the 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, 2004, other Senior Officers averaged approximately 7.5 times their annual salaries; and Officers at the Vice President level averaged approximately 1.1 times their annual salaries.

Enbridge encourages all employees to share in its long-term success through its various supported voluntary saving plans. As of December 31, 2004, employees in Canada and the United States, other than the Named Executive Officers, owned 2,074,805 Enbridge Shares under these plans.

Compensation of the Chief Executive Officer

compensation, Mr. Daniel was granted 13,370 PSUs. For the long-term incentive component of 2004 compensation, Mr. Daniel was granted stock options to purchase 65,900 Enbridge Shares at a price of $51.44 per share. Based on competitive market data, this grant is within the competitive range of long-term incentive grants for chief executive officers in the Comparator Groups.

This “Report on Executive Compensation” is presented by the Human Resources & Compensation Committee of the Board:

The following table sets forth the annual, long-term and other compensation paid or granted by the Corporation and its subsidiaries for the financial years ended December 31, 2002, 2003 and 2004 to the Named Executive Officers. All amounts shown in the table are reported in Canadian dollars unless otherwise noted.

								Annual Compensation												Long-Term Compensation
																					Awards							Payouts
																					Securities				Shares or
																					Under				Units Subject
																Other Annual					Options				to Resale			LTIPA			All Other
								Salary				Bonus				Compensation1,2					Granted3				Restrictions			Payouts4			Compensation5,6
Name and Principal Position			Year					($)				($)				($)					(#)				($)			($)			($)
P.D. Daniel				2004					825,000				1,050,000				55,994					65,900			–			–				38,404
President &				2003					730,250				973,000				64,114					75,000			–			–				36,512
Chief Executive Officer				2002					661,500				335,500				62,133					360,000			–			–				33,075
S.J. Wuori				2004					376,250				380,000				43,153					19,500			–			–				14,154
Group Vice President &				2003					357,500				320,000				51,448					40,000			–			–				16,399
Chief Financial Officer				2002					328,750				138,000				45,416					140,000			–			–				15,639
D.C. Tutcher7				2004					US$322,000				US$270,000				US$35,000					17,000			–			–				US$10,250
Group Vice President,				2003					US$309,750				US$235,000				US$35,000					50,000			–			–				US$10,000
Transportation South				2002					US$296,250				US$91,000				US$40,000					150,000			–			–				US$11,625
S.J.J. Letwin8				2004					430,750				435,000				40,694					22,000			–			–				18,217
Group Vice President,				2003					413,000				370,000				37,778					40,000			–			–				89,063
Gas Strategy & Corporate Development				2002					394,000				169,000				40,771					140,000			–			–				61,563
J.R. Bird				2004					408,000				412,000				35,000					16,700			–			–				14,784
Group Vice President,				2003					391,750				340,000				36,564					40,000			–			–				16,580
Transportation North				2002					375,250				143,000				36,374					140,000			–			–				16,553

Notes:

The following table sets forth information regarding PSUs awarded to the Named Executive Officers during the financial year ended December 31, 2004. A description of the PSU Plan is provided under “Report on Executive Compensation – Mid-Term and Long-Term Incentives – Performance Stock Unit Plan (Mid-Term Incentive)”.

											Estimated Future Payouts Under
										Non-Securities-Price-Based Plans
			Securities, Units
			or Other Rights					Performance or Other Period			Threshold1				Target2				Maximum3
Name			(#)					Until Maturation or Payout			(#)				(#)				(#)
P.D. Daniel				13,370				March 8, 2004-March 7, 2007				535				13,370				26,740
S.J. Wuori				3,905				March 8, 2004-March 7, 2007				156				3,905				7,810
D.C. Tutcher				3,545				March 8, 2004-March 7, 2007				142				3,545				7,090
S.J.J. Letwin				4,470				March 8, 2004-March 7, 2007				179				4,470				8,940
J.R. Bird				3,390				March 8, 2004-March 7, 2007				137				3,390				6,780

The following table sets forth information as at December 31, 2004 with respect to the Corporation’s Incentive Stock Option Plan (2002) under which Enbridge Shares are authorized for issuance.

Number of Securities Remaining Available for Future

Number of Securities to be Issued Upon Exercise

Weighted-Average Exercise Price of Outstanding

Issuance Under Equity Compensation Plans

of Outstanding Options, Warrants and Rights

Options, Warrants and Rights

(Excluding Securities Reflected in Column (a))

Plan Category

(a)

(b)

(c)

Incentive Stock Option Plan (2002)

6,102,807

$

40.0553

5,421,420

Stock Options
Incentive Stock Option Plan (2002)

Features of the ISOP

(a)	the total number of Enbridge Shares reserved for issuance to any one participant shall not exceed in the aggregate 5% of the Enbridge Shares outstanding at the time of reservation;
(b)	the total number of Enbridge Shares reserved for issuance to insiders shall not exceed 10% of the number of the Enbridge Shares outstanding at the time of reservation; and
(c)	the total number of Enbridge Shares issued to insiders, as a group, and to any one insider and such insider’s associates, within a one-year period shall not exceed 10% and 5% respectively, of the number of Enbridge Shares outstanding at the time of issuance.

Term, Vesting Provisions and Exercise Price
Options have a term of ten years or less and are subject to earlier termination if the holder leaves the employ of the Corporation unless the Committee otherwise decides. (See “Termination of Employment” below.) An option shall only become exercisable after one year of continued employment following the day of its grant and only then in such installments as the Committee may determine. In no case shall an option be granted at an exercise price less than 100% of the last sale price of Enbridge Shares on the TSX on the trading day prior to the date of the grant. In the event an option is awarded during a corporate trading blackout, the effective date of the option shall be no earlier than the fourth trading day following the date of the termination of the blackout and the option price shall in no case be less than the weighted average trading price of the Enbridge Shares on the TSX for the three trading days immediately prior to the effective date of the option.

Incentive stock options, within the meaning and requirements of the United States Internal Revenue Code (the “Code”), may be granted to designated employees of the Corporation’s United States subsidiaries at an exercise price of not less than 100% of the last sale price of Enbridge Shares on the TSX on the trading day prior to the date of the grant. Such options may be afforded favourable tax treatment under United States law.

SARs Granted in Connection with Options
SARs may be granted in connection with an option. The number of Enbridge Shares covered by SARs shall not exceed the number of Enbridge Shares available to the employee under his or her option. Generally, SARs will be exercisable at such times and in such amounts as the underlying options. SARs entitle the holder to surrender all or part of the underlying and unexercised option and receive in exchange the

M a n a g e m e n t   I n f o r m a t i o n   C i r c u l a r   11

amount by which the then aggregate fair market value of the Enbridge Shares covered by the option (based on the trading price of the Enbridge Shares on the TSX) exceeds the aggregate option exercise price, to a maximum of 100% of the exercise price. Payment of the amount may be paid and satisfied by the Corporation in Enbridge Shares, cash or both. SARs have not been granted in connection with options since 1994.

Transferability and Assignability
No options or rights granted under the ISOP are transferable or assignable by the holder other than by will or according to the laws governing descent and distribution.

Termination of Employment
Retirement or Disability
In the event of retirement or disability of a participant, the options held by such participant continue to vest and those options that are exercisable or become exercisable are exercisable until the earlier of the third anniversary of the date of retirement or disability and the expiration of the term of the option.

Death
In the event of death of a participant, all options held become vested and are exercisable until the earlier of the first anniversary of the date of death and the expiration of the term of the option.

Other
In the event of termination of employment for reasons other than retirement, disability or death, only options that have vested remain exercisable for 30 days from the date of termination unless extended by the Committee but in no event shall such extension be more than the third anniversary of termination and the expiration of the term of the option.

With respect to designated employees in the United States, the Committee may determine terms and conditions in accordance with the Code under which options and SARs may be exercised upon termination of employment.

Amendments to the ISOP
Subject to regulatory approval, the Board may amend the ISOP in whole or in part. The Board, subject to allowable adjustments in the event of reorganization of the Corporation, shall not change the minimum exercise price at which options or SARs will be granted, or extend the maximum term during which an option or SAR may be exercised.

An aggregate of 15,000,000 Enbridge Shares are issuable under the ISOP. To date, a total of 4,116,626 Enbridge Shares have been issued upon the exercise of stock options. This leaves a total of 10,883,374 Enbridge Shares available for issuance upon the exercise of stock options, representing approximately 6.3% of the Enbridge Shares outstanding as of March 4, 2005. There are currently 6,211,804 stock options outstanding.

The following table sets forth information concerning stock options granted to the Named Executive Officers under the ISOP during the financial year ended December 31, 2004.

														Market Value of
														Securities Underlying
		Securities Under				% of Total Options				Exercise or				Options at
		Options/ Granted1				Granted to Employees				Base Price				Date of Grant
Name		(#)				in Financial Year				($/Share)				($/Share)				Expiration Date
P.D. Daniel			65,900				7.40	%			51.44				51.06			February 4, 2014
S.J. Wuori			19,500				2.19	%			51.44				51.06			February 4, 2014
D.C. Tutcher			17,000				1.91	%			51.44				51.06			February 4, 2014
S.J.J. Letwin			22,000				2.47	%			51.44				51.06			February 4, 2014
J.R. Bird			16,700				1.87	%			51.44				51.06			February 4, 2014

The following table sets forth information concerning time-vested stock options held by the Named Executive Officers.

													Unexercised Options									Value of Unexercised In-The-Money
													At Financial Year-End1									Options At Financial Year-End2
			Securities Acquired					Aggregate Value
			on Exercise					Realized					Exercisable				Unexercisable					Exercisable				Unexercisable
Name			(#)					($)					(#)				(#)					($)				($)
P.D. Daniel				–					–					112,500				167,150					2,404,688				2,362,147
S.J. Wuori				–					–					131,250				79,500					3,066,250				1,237,570
D.C. Tutcher				–					–					125,847				87,000					4,656,108				1,389,645
S.J.J. Letwin				125,000					2,370,500					30,000				82,000					500,500				1,258,220
J.R. Bird				139,000					3,713,806					120,000				76,700					3,125,500				1,214,442

The following table sets forth information concerning performance-based stock options held by the Named Executive Officers. The in-the-money value of unexercisable performance-based stock options may never be realized as the actual gains on exercise, if any, will depend on the number of options that become exercisable and the value of the Enbridge Shares on the date of exercise. The unexercisable performance-based stock options listed in the table below become exercisable, as to 50% of the grant, if the price of an Enbridge Share equals or exceeds $61.00 for the 20 consecutive trading days during the period September 16, 2002 to September 16, 2007 and, as to 100% of the grant, if the price of an Enbridge Share equals or exceeds $71.00 for 20 consecutive trading days during the same aforementioned period.

Unexercised Options At

Value of Unexercised In-The-Money

Financial Year-End1

Options At Financial Year-End2

Securities Acquired

Aggregate Value

on Exercise

Realized

Exercisable

Unexercisable

Exercisable

Unexercisable

Name

(#)

($)

(#)

(#)

($)

($)

P.D. Daniel

–

–

–

300,000

–

4,020,000

S.J. Wuori3

22,005

563,717

–

100,000

–

1,340,000

D.C. Tutcher

–

–

65,000

100,000

1,207,050

1,340,000

S.J.J. Letwin3

90,000

1,721,250

–

100,000

–

1,340,000

J.R. Bird

–

–

–

100,000

–

1,340,000

Pension Plan

For service prior to January 1, 2000, the Plan provides a yearly pension payable after age 60 in the normal form (60% joint and last survivor) equal to: (a) 1.6% of the sum of (i) the average of the participant’s highest annual salary during three consecutive years out of the last ten years of credited service and (ii) the average of the participant’s three highest annual performance bonus periods, represented in each period by the greater of 50% of the actual bonus paid or the lesser of the target bonus and actual bonus, in respect of the last five years of credited service, multiplied by (b) the number of credited years of service. This pension is offset, after age 60, by 50% of the participant’s Canada Pension Plan (“CPP”) benefit prorated by years in which the participant has both credited service and CPP

coverage. An unreduced pension is payable if retirement is after age 55 with 30 or more years of service, or after age 60. Early retirement reductions apply if a participant retires and does not meet these requirements.

For service after December 31, 1999, the Plan provides for Senior Management employees (including the Named Executive Officers) a yearly pension payable after age 60 in the normal form (60% joint and last survivor) equal to: (a) 2% of the sum of (i) the average of the participant’s highest annual base salary during three consecutive years out of the last ten years of credited service and (ii) the average of the participant’s three highest annual performance bonus periods, represented in each period by 50% of the actual bonus paid, in respect of the last five years of credited service, multiplied by (b) the number of credited years of service. An unreduced pension is payable if retirement is after age 55 with 30 or more years of service, or after age 60. Early retirement reductions apply if a participant retires and does not meet these requirements. Retirement benefits paid from the Plan are indexed at 50% of the annual increase in the consumer price index.

For additional information on post-employment benefits, including funded status and pension assets and liabilities, see Note 17 to the Corporation’s Consolidated Annual Financial Statements for the year ended December 31, 2004, which are contained in the Corporation’s 2004 Annual Report.

			Years of Credited Service
Remuneration1
($)			10					15					20					25					30					35
300,000				48,000					72,000					96,000					120,000					144,000					168,000
400,000				64,000					96,000					120,000					160,000					192,000					224,000
500,000				80,000					120,000					160,000					200,000					240,000					280,000
600,000				96,000					144,000					192,000					240,000					288,000					336,000
700,000				112,000					168,000					224,000					280,000					336,000					392,000
800,000				128,000					192,000					256,000					320,000					384,000					448,000
900,000				144,000					216,000					288,000					360,000					432,000					504,000
1,000,000				160,000					240,000					320,000					400,000					480,000					560,000
1,100,000				176,000					264,000					352,000					440,000					528,000					616,000
1,200,000				192,000					288,000					384,000					480,000					576,000					672,000
1,300,000				208,000					312,000					416,000					520,000					624,000					728,000
1,400,000				224,000					336,000					448,000					560,000					672,000					784,000

Remuneration1 ($)			Years of Credited Service
			10					15					20					25					30					35
300,000				60,000					90,000					120,000					150,000					180,000					210,000
400,000				80,000					120,000					160,000					200,000					240,000					280,000
500,000				100,000					150,000					200,000					250,000					300,000					350,000
600,000				120,000					180,000					240,000					300,000					360,000					420,000
700,000				140,000					210,000					280,000					350,000					420,000					490,000
800,000				160,000					240,000					320,000					400,000					480,000					560,000
900,000				180,000					270,000					360,000					450,000					540,000					630,000
1,000,000				200,000					300,000					400,000					500,000					600,000					700,000
1,100,000				220,000					330,000					440,000					550,000					660,000					770,000
1,200,000				240,000					360,000					480,000					600,000					720,000					840,000
1,300,000				260,000					390,000					520,000					650,000					780,000					910,000
1,400,000				280,000					420,000					560,000					700,000					840,000					980,000

Note:

In addition, Mr. Bird accumulated pension credits equal to 2.0% for each year of service from his date of employment until January 1, 2000 and 3.26% for each year of service thereafter to his sixtieth birthday. Mr. Letwin was granted six additional years of credited service on his employment date based on the pension formula applicable for service prior to January 1, 2000. From 2001 through 2006 (inclusive), Mr. Daniel accrues two years of credited service for each year of service with the Corporation and was granted thirteen additional months of credited service with a former associate company based on the pension formula applicable for service prior to January 1, 2000. Mr. Tutcher accumulates pension credits equal to 4.0% for each year of service to his tenth anniversary of employment with the Corporation.

Years of Credited Service

Projected Annual Pension Amounts

2004 Service Cost and Benefit Obligation

Key Assumptions

Termination of Employment and Change of Control Arrangements

Executive will be paid 200% of the sum of: (i) twelve times the gross monthly salary paid to the Executive in the last full month of employment; (ii) the average of the last two years of the STIP awards paid to the Executive; and (iii) the cash value of the last annual flex benefit credit allowance and flexible perquisite allowance provided to the Executive; plus an amount equal to the value of the STIP award to be paid for the calendar year in which termination occurs, pro rated based upon the number of days of employment of the Executive in such year.

Each employment contract also provides that the Named Executive Officer is entitled to certain benefits, including two years of additional service added to the service already accrued at date of termination under the Corporation’s defined benefit pension plan and supplemental benefit pension plan and cash payment of certain non-vested options, if any, that are cancelled under the ISOP as a consequence of termination of their employment. In the case of options granted pursuant to the ISOP, the payment is calculated based on the in-the-money value of their non-vested options at the date of termination.

The President & Chief Executive Officer has entered into an employment contract on identical terms to those described above, except that he is entitled to 300%, rather than 200%, of the amounts noted above.

Under the Corporation’s supplemental benefit pension plan, in the event of a change of control of the Corporation, the Corporation shall make contributions to the Retirement Compensation Arrangement and the Grantor Trust Fund within a reasonable timeframe, not to exceed 180 days, such that, as of the date of the change of control, plan assets are no less than the target level of assets as defined in the funding policy. Under the Corporation’s PSU Plan, the Named Executive Officers would be entitled to receive, within 30 days after the date of a change of control, the PSU compensation accrued to the date of the change in control, appropriately adjusted for the Corporation’s performance relative to its peer group, as defined in the PSU Plan.

For further information concerning the Corporation’s pension plans, ISOP and PSU Plan, see “Executive Compensation – Pension Plan”, “Executive Compensation – Stock Options – Incentive Stock Option Plan (2002)” and “Executive Compensation – Report on Executive Compensation – Mid-Term and Long-Term Incentives – Performance Stock Unit Plan”, respectively.

Interest of Insiders in Material Transactions

Indebtedness of Directors and Senior Officers

Performance Graph

REMUNERATION OF DIRECTORS

Directors of the Corporation, other than P.D. Daniel, are compensated pursuant to the Corporation’s Directors’ Compensation Plan. 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.

Effective July 1, 2004, a revised Directors’ Compensation Plan was implemented (the “2004 Plan”). The 2004 Plan replaced the plan effective July 1, 2003 (the “2003 Plan”). The key differences between the 2004 Plan and the 2003 Plan are:

1.	the replacement of annual retainers for membership on each of the Board and any Committees of the Board, and attendance fees for Board and Board Committee meetings with an all inclusive annual Board retainer;
2.	the imposition of appropriate penalties at the discretion of the Chair of the Governance Committee, along with the Chair of the Board, for non-attendance at Board and Board Committee meetings;

3.	the expectation that each Director will hold a personal investment in Enbridge Shares and/or Deferred Stock Units of at least two times the amount of the annual Board retainer, such investment to be attained within five years from the date of becoming a Director; and
4.	the elimination of the annual retention stock bonus grant.

As the Directors were compensated during the financial year ended December 31, 2004 pursuant to the 2004 Plan and the 2003 Plan, a description of each plan is provided below.

2004 Plan

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, stock equivalent or Deferred Stock Units 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 Deferred Stock Units of at least two times the annual board retainer (i.e., $300,000) (the “Voluntary Minimum Share Ownership”). 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.

The following table sets forth the percentages of each payment form that each Director may elect before and after reaching the Voluntary Minimum Share Ownership.

Elective Payment Form

Before reaching the Voluntary Minimum Share Ownership

After reaching the Voluntary Minimum Share Ownership

Stock

Deferred

Stock

Deferred

Compensation Element

Amount1, 2

Cash

Equivalent3

Stock Units4

Cash

Equivalent3

Stock Units4

Board Retainer – Annual

$150,000

Additional Chair of the Board Retainer – Annual

$155,000

Additional Board Committee Chair Retainer – Annual

Audit, Finance & Risk

$15,000

Up to 50%

Up to 50%

50% to 100%

Up to 75%

Up to 75%

25% to 100%

Corporate Social Responsibility

$10,000

Governance

$10,000

Human Resources & Compensation

$10,000

Travel Fee5

$1,500

100%

–

–

100%

–

–

2003 Plan

Depending on what the retainer or fee was for, the Directors were able to elect to receive the compensation in the form of cash, Stock Equivalent or Deferred Stock Units. Under the 2003 Plan, each Director was expected to

 

The following table sets forth the amount of annual retainers and fees paid to Directors and the respective payment form each Director could elect to receive.

Elective Payment Form1

Compensation Element

Amount2, 3

Cash

Stock Equivalent4

Deferred Stock Units5

Board Retainer – Annual

$30,000

ü

ü

ü

Additional Chair of the Board Retainer – Annual

$155,000

ü

ü

ü

Additional Board Committee Retainer – Annual

$3,000

ü

ü

Additional Board Committee Chair Retainer – Annual

Audit, Finance & Risk

$5,000

ü

Corporate Social Responsibility

$3,500

ü

ü

Governance

$3,500

ü

ü

Human Resources & Compensation

$3,500

ü

ü

Meeting Fee – Board

$1,500

ü

ü

Meeting Fee – Board Committee

$1,500

ü

ü

Travel Fee6

$1,500

ü

ü

The following table sets forth the compensation paid by the Corporation to each of its Directors during the financial year ended December 31, 2004.

								Annual Retainer for
								Chair of the					Annual Retainer for
								Board/Chair					a Board Committee
			Annual Board Retainer					of a Board Committee					Member					Meeting Fees					Other Fees1					TOTAL
Director			($)					($)					($)					($)					($)					($)
D.A. Arledge2				90,000					–					3,000					16,500					34,385					143,885
J.J. Blanchard2				90,000					–					3,000					18,000					34,385					145,385
J.L. Braithwaite				90,000					–					3,000					18,000					44,983					155,983
P.D. Daniel3				–					–					–					–					–					–
E.S. Evans				90,000					–					3,000					19,500					38,983					151,483
W.R. Fatt				90,000					6,750					3,000					18,000					41,983					159,733
R.L. George4				27,500					875					3,000					16,500					38,983					86,858
L.D. Hyndman				90,000					6,750					3,000					18,000					38,983					156,733
R.W. Martin				90,000					10,000					3,000					22,500					44,983					170,483
G.K. Petty2				90,000					6,750					3,000					18,000					37,385					155,135
C.E. Shultz5				12,500					–					–					–					–					12,500
D.J. Taylor				90,000					170,000					3,000					30,000					43,483					336,483