Questions and Answers on Voting			1
General Information			3
Particulars of Matters to be Acted Upon			3
Receipt of Financial Statements			3
Election of Directors			4
Appointment of Auditors			11
Shareholder Proposals			12
Executive Compensation			12
Composition of the Human Resources & Compensation Committee			12
Report on Executive Compensation			12
Summary Compensation Table			15
Performance Share Unit Plan Grants			16
Equity Compensation			16
Stock Options			16
Pension Plan			19
Termination of Employment and Change of Control Arrangements			21
Total Compensation			21
Interest of Insiders in Material Transactions			23
Indebtedness of Directors and Senior Officers			23
Performance Graph			23
Liability Insurance of Directors and Officers			23
Transfer Agent and Registrar			23
Approval by the Board of Directors			23
Appendix “A” – Statement of Corporate Governance Practices			24
Appendix “B” – CIBC Mellon Trust Company – Principal Corporate Trust Offices			35

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 (as explained below).

Q:		Am I entitled to vote?
A:		If you are a holder of common shares at the close of business on Wednesday, March 15, 2006, 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 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; and
	(c)		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 and the appointment of auditors.

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 (“CIBC Mellon”), the Corporation’s transfer agent and registrar, 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 mail, your instructions must be received by 6:00 p.m. (mountain daylight time) on the second last business day (May 1, 2006) preceding the day of the meeting, or any adjournment of that meeting.
			If you convey your instructions by telephone, facsimile or internet, your instructions must be received by 6:00 p.m. (mountain daylight time) on May 1, 2006.

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:		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 is 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 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 and the appointment of auditors.
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 on 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 time) on the business day preceding the meeting (May 2, 2006), 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, the Corporation’s transfer agent and registrar, 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 and the appointment of auditors.
Q:		Who can I contact if I have any further questions on voting at the meeting?
A:		You can contact CIBC Mellon, our transfer agent and registrar,

			By e-mail: inquiries@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 meeting (the “Meeting”) of holders (the “Shareholders”) of common shares (“Enbridge Shares”) of Enbridge to be held on Wednesday, May 3, 2006 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 the officers, directors (“Directors”) and employees of the Corporation, without additional compensation.

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 24, 2006. Unless otherwise stated, information contained in this Circular is given as at March 3, 2006.

Registered Office

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.

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 3, 2006, there were 349,881,619 Enbridge Shares issued and outstanding. Each Enbridge Share entitles the Shareholder thereof to one vote at the Meeting. Shareholders of record at the close of business on Wednesday, March 15, 2006 will be entitled to vote at the Meeting.

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 33,200,000 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 3, 2006, the Directors of the Corporation are David A. Arledge, James J. Blanchard, J. Lorne Braithwaite, Patrick D. Daniel, E. Susan Evans, William R. Fatt, Louis D. Hyndman, David A. Leslie, Robert W. Martin, George K. Petty, Charles E. Shultz and Donald J. Taylor.

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 24 in Appendix “A” of this Circular.

Information concerning the Directors and the proposed nominee for election as Director, is set forth under the heading “Election of Directors” beginning on page 4 of this Circular.

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 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

Further information relating to the Corporation can be found on SEDAR at www.sedar.com or on the Corporation’s website at www.enbridge.com.

PARTICULARS OF MATTERS TO BE ACTED UPON

Receipt of Financial Statements

The Directors will place before the Meeting the consolidated annual financial statements and auditors’ report for the financial year ended December 31, 2005 (the “Financial Statements”). The 2005 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 (“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 Annual Report are available, upon request, from the Office of the Corporate Secretary of the Corporation. You may contact the Office of the Corporate Secretary by telephone at (403) 231-3900.

Summary of Board and Board Committee Meetings Held

During the year ended December 31, 2005
Board1			10
AFR Committee			6
HRC Committee			6
Governance Committee2			5
CSR Committee			3
Total number of Board & Board Committee Meetings Held			30

Summary of Attendance of Directors

During the year ended December 31, 2005

Percentage

Percentage

Board

of Board

Board

of Board

Committee

Committee

Meetings

Meetings

Meetings

Meetings

Director

Attended

Attended1

Attended

Attended1

D.A. Arledge

10 of 10

100%

16 of 16

100%

J.J. Blanchard

10 of 10

100%

5 of 8

63%

J.L. Braithwaite

10 of 10

100%

10 of 10

100%

P.D. Daniel2

10 of 10

100%

20 of 20

100%

E.S. Evans

10 of 10

100%

12 of 12

100%

W.R. Fatt

8 of 10

80%

10 of 12

83%

L.D. Hyndman

10 of 10

100%

8 of 9

89%

D.A. Leslie3

6 of 6

100%

5 of 5

100%

R.W. Martin

9 of 10

90%

12 of 12

100%

G.K. Petty

10 of 10

100%

8 of 8

100%

C.E. Shultz

10 of 10

100%

10 of 10

100%

D.J. Taylor4

9 of 9

100%

14 of 14

100%

Director/Trustee		Name of Corporation/Entity
J.L. Braithwaite P.D. Daniel W.R. Fatt R.W. Martin		Enbridge Gas Distribution Inc.
J.L. Braithwaite P.D. Daniel		Enbridge Commercial Trust1
P.D. Daniel C.E. Shultz D.J. Taylor		Enbridge Pipelines Inc.

Director/Trustee		Name of Corporation/Entity
P.D. Daniel G.K. Petty D.C. Tutcher		Enbridge Energy Company, Inc.
P.D. Daniel G.K. Petty D.C. Tutcher		Enbridge Energy Management, L.L.C.
P.D. Daniel W.R. Fatt 2		EnCana Corporation
E.S. Evans C.E. Shultz		Canadian Oil Sands Limited

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.

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 (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 received during the financial year ended December 31, 2005.

		Elective Payment Form
		Cash					Enbridge Shares					DSUs
Director		(%)					(%)					(%)
D.A. Arledge			76					–					24
J.J. Blanchard			7					–					93
J.L. Braithwaite			6					47					47
E.S. Evans			75					–					25
W.R. Fatt			4					–					96
L.D. Hyndman			75					–					25
D.A. Leslie			53					–					47
R.W. Martin			55					–					45
G.K. Petty			53					–					47
C.E. Shultz			26					25					49
D.J. Taylor			76					–					24

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, 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.

The U.S. SEC adopted new rules effective on July 31, 2005 which requires, among other things, that the audit committee be responsible for any recommendation or nomination of an outside auditor by the Corporation. Canadian securities regulators adopted a similar rule effective to the Corporation on May 5, 2005 for the Corporation. The Corporation complies with these rules.

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 25 in Appendix “A” of this Circular.

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 United States 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 United States.

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 32 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, 2004 and 2005.

Years ended December 31		2005					2004
Audit Fees1			$1,658,869					$1,096,423
Audit-Related Fees2			166,552					1,660,155
Tax Fees3			210,490					166,801
All Other Fees4			32,360					80,063
Total Fees			$2,068,271					$3,003,442

Shareholder Proposals

The Corporation received two shareholder proposals for consideration at the Meeting from Real Assets Investment Management Inc. (“Real Assets”) and Ethical Funds Inc. (“Ethical Funds”). Following negotiation, Real Assets’ proposal regarding the Corporation’s social responsibility reporting was withdrawn as was Ethical Funds’, dealing with the Corporation’s policies for protecting biodiversity and indigenous peoples’ rights.

The Canada Business Corporations Act, which governs the Corporation, provides that Shareholder proposals must be received by December 1, 2006 to be considered for inclusion in the management information circular and the form of proxy for the 2007 annual meeting of Shareholders, which is expected to be held on or about May 2, 2007.

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); W.R. Fatt (Chair) (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 25 and 30, respectively, in Appendix “A” of this Circular.

Report on Executive Compensation

Compensation Strategy

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 interest 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 Board 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 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 75^th percentile of the comparable total pay of the Comparator Groups when corporate, business unit and individual each achieve 75^th percentile performance among the Comparator Groups. In all circumstances, 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.

Annual Incentives

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

For 2005, 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 2005 financial year (the “Named Executive Officers”) included return on equity in 2005 and individual performance. Business unit heads’ performance measures also included business unit earnings. Measures for corporate performance and business unit earnings are established and reviewed annually by the HRC 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 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 pro rated 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 fit, approved by the HRC Committee on the recommendation of the President & Chief Executive Officer.

For 2005, awards under the STIP were determined by the HRC Committee on the basis of a combination of: (1) the actual return on equity being above the targeted return on equity threshold level; (2) business unit performance measures, where applicable, ranging between meeting budget to exceptional performance; and (3) individual performance measures as assessed by the President & Chief Executive Officer and, in the case of the President & Chief Executive Officer, by the HRC Committee. In the opinion of the HRC Committee, STIP payments reflected corporate performance, business unit performance and the individual contributions of the Named Executive Officers in 2005.

Long-Term Incentives

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

§		The Enbridge Performance Stock Unit 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) 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 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 member of senior management’s level within the Corporation and competitiveness with award opportunities offered by the Comparator Groups.

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 members of senior management by aligning the awards with total shareholder value creation in a manner consistent with advancing the interests of the Corporation. PSUs provide an incentive that focuses senior management on stock price performance and dividend growth. Performance conditions reward or penalize 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 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 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 under the PSU Plan. The Corporation will not issue any Enbridge Shares in connection with the PSU Plan.

During 2005, 130,130 PSUs were granted to 36 eligible employees, including the Named Executive Officers. For additional information regarding these grants, see “Performance Share Unit Plan Grants” on page 16 of this Circular.

Under the Incentive Stock Option Plan, participating members of senior management and designated high potential employees are eligible to receive stock option grants. 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. 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 HRC 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. Further information on the Incentive Stock Option Plan (2002) is set forth under the heading “Incentive Stock Option Plan (2002)” on page 16 of this Circular.

During 2005, stock options to acquire 1,532,600 Enbridge Shares at prices ranging from $31.10 to $33.55 per share were granted to 304 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 17 to the Corporation’s Financial Statements contained in the Annual Report.

In order to provide further long-term incentives to participating members of senior management and to align their interests with those of Shareholders, on September 16, 2002, special performance-based stock options to acquire an aggregate of 1,620,000 Enbridge Shares at $23.15 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 $30.50 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 $35.50 for 20 consecutive trading days during the same aforementioned period. As of December 31, 2005 both performance-based targets had been met. In addition to the performance hurdles, the options also have a time vesting criteria in that 20% of the options vest annually over 5 years. As of December 31, 2005, 60% of the options had vested and were exercisable. Further information on the Performance-Based Options is set forth under the heading “Performance Options” on page 17 of this Circular.

For additional information on the outstanding performance-based stock options, see Note 17 to the Corporation’s Financial Statements contained in the Annual Report.

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, 2005. 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, 2005, Mr. Daniel held 320,514 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 and senior vice presidents are required to own Enbridge Shares with a value of two times their annual salary. Members of senior management 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, 2005, other members of senior management averaged approximately 9.3 times their annual salaries; and members of senior management at the vice president level averaged approximately 1.7 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, 2005, employees in Canada and the United States, other than the Named Executive Officers, owned approximately 4,737,654 Enbridge Shares under these plans.

Compensation Consultant

The HRC Committee engaged Mercer Human Resource Consulting (“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 (i) the provision of general market observations with respect to market trends and issues, (ii) the provision of benchmark market data, and (iii) attendance at two Committee meetings to review market trends and issues, and one other meeting at which market analysis findings were presented to 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 2005, Mercer’s fees as the Committee’s advisor totaled approximately $131,000. Enbridge also paid Mercer approximately $1,301,000 in fiscal 2005 consisting of 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 base salary is determined through annual compensation surveys of the Comparator Groups and is reviewed annually based on corporate and personal performance. The Board determines Mr. Daniel’s annual bonus award based on two factors (the weight ascribed to each factor is noted below): (1) the assessment of the Corporation’s annual return on equity compared to budgeted return on equity (80%); and (2) the HRC Committee’s evaluation of Mr. Daniel’s performance in relation to annual objectives agreed to in advance (20%). Based on these factors, the Board approved the award to Mr. Daniel of a cash bonus of $1,043,000 for 2005. For the Performance Stock Unit component of 2005 compensation, Mr. Daniel was granted 32,000 PSUs. For the Incentive Stock Option

component of 2005 compensation, Mr. Daniel was granted stock options to purchase 170,000 Enbridge Shares at a price of $31.68 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 submitted by the HRC Committee of the Board:

W.R. Fatt, Chair		R.W. Martin		D.A. Arledge
C.E. Shultz		E.S. Evans		J.L. Braithwaite

Stock Options

Incentive Stock Option Plan (2002)

Pursuant to the Incentive Stock Option Plan (2002) (the “ISOP”), which was approved at the annual and special meeting of Shareholders of the Corporation on May 3, 2002, the HRC Committee, subject to Board approval, may grant options and stock appreciation rights (“SARs”) to full-time key employees, including officers, of the Corporation or its subsidiaries. The purpose of the ISOP is to provide such employees the opportunity to acquire or enjoy the benefit of an increased proprietary interest in the Corporation in a manner that is consistent with and will advance the interests of the Corporation and its subsidiaries by motivating and rewarding the employees in relation to the long-term performance and growth of the Corporation and the total return to Shareholders, which thereby allows the Corporation to attract and retain the best employees.

Features of the Incentive Stock Option Plan

The ISOP restricts the number of Enbridge Shares reserved for issuance and the number of Enbridge Shares to be issued as follows:

(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.

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 HRC 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 HRC Committee may determine. In no case, other than when an option is awarded during a corporate trading blackout, 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.

For U.S. option holders, to the extent that the aggregate fair market value of Enbridge Shares with respect to which an incentive stock option is exercisable for the first time by any individual during any calendar year exceeds $100,000, such option is treated as a non-statutory option (or non-qualified option).

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/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 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.

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.

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.

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.

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 HRC 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 HRC Committee may determine terms and conditions in accordance with the Code under which options and SARs may be exercised upon termination of employment.

In the event that a participant who holds U.S. options, after one year of continuous employment following the grant date and before completely exercising the option, terminates their employment due to normal or early retirement under the retirement plan of the Corporation (or a subsidiary of the Corporation) or due to permanent and total disability or under conditions acceptable to the HRC Committee, options will be treated as follows: unexercised installments of the option that are exercisable on the date of termination remain exercisable; unvested installments of the option that would have vested within three years of the date of retirement or disability (in accordance with the vesting schedule set forth above) shall vest; and the option remains exercisable until the thirtieth day following the date of the termination of employment or the expiry date, whichever is the shorter period.

Subject to regulatory approval (which approval may also require shareholder 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.

Performance options, such as those described under the heading “Performance-Based Options” on page 14 of this Circular, are issued and managed under the overall terms of the ISOP, particularly with regards to the total number of Enbridge Shares issued, such that the total number of options issued under the ISOP includes both regular incentive stock options and performance-based options.

An aggregate of 30,000,000 Enbridge Shares are issuable under the ISOP. To date, a total of 11,958,379 Enbridge Shares have been issued upon the exercise of stock options, representing approximately 3.4% of the Enbridge Shares outstanding on March 3, 2006. This leaves a total of 18,041,621 Enbridge Shares available for issuance upon the exercise of stock options, representing approximately 5.2% of the Enbridge Shares outstanding as of March 3, 2006. There are currently 12,284,991 stock options outstanding.