Exhibit 10.1


 




	
   

  EXECUTIVE
  EMPLOYMENT AGREEMENT

   

  BETWEEN

   

   

  ENBRIDGE
  INC.

   

  - and -

   

  STEPHEN
  J. WUORI

   

   

  Dated
  as of

   

  April
  14, 2003

   

  






 


 

















ENBRIDGE INC.


EXECUTIVE
EMPLOYMENT AGREEMENT


TABLE OF CONTENTS


 


	
  ARTICLE 1 DEFINITIONS
  AND INTERPRETATION

  	
   

  	
  2

  
	
  1.1

  	
   

  	
  Definitions

  	
   

  	
  2

  
	
  1.2

  	
   

  	
  Headings

  	
   

  	
  5

  
	
  1.3

  	
   

  	
  Governing Law and Attornment

  	
   

  	
  5

  
	
  1.4

  	
   

  	
  Singular; Gender

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 2 EMPLOYMENT

  	
   

  	
  5

  
	
  2.1

  	
   

  	
  Position, Duties and
  Responsibilities of Executive

  	
   

  	
  5

  
	
  2.2

  	
   

  	
  Term of Agreement

  	
   

  	
  5

  
	
  2.3

  	
   

  	
  Services During Certain Events

  	
   

  	
  6

  
	
  2.4

  	
   

  	
  Termination of Agreement upon
  Disability of Executive

  	
   

  	
  6

  
	
  2.5

  	
   

  	
  Termination of Agreement by the
  Corporation for Cause

  	
   

  	
  6

  
	
  2.6

  	
   

  	
  Termination of Employment by the
  Corporation or the Executive

  	
   

  	
  6

  
	
  2.7

  	
   

  	
  Other Termination by Executive

  	
   

  	
  9

  
	
  2.8

  	
   

  	
  Supplemental Benefit Pension Plan

  	
   

  	
  9

  
	
  2.9

  	
   

  	
  Continuing Provisions

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 3
  NON-COMPETITION AND CONFIDENTIALITY

  	
   

  	
  10

  
	
  3.1

  	
   

  	
  Non-Competition

  	
   

  	
  10

  
	
  3.2

  	
   

  	
  Confidentiality

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 4 GENERAL

  	
   

  	
  11

  
	
  4.1

  	
   

  	
  Notices

  	
   

  	
  11

  
	
  4.2

  	
   

  	
  Time

  	
   

  	
  11

  
	
  4.3

  	
   

  	
  Legal Fees and Expenses

  	
   

  	
  12

  
	
  4.4

  	
   

  	
  Integration

  	
   

  	
  12

  
	
  4.5

  	
   

  	
  Waivers

  	
   

  	
  12

  
	
  4.6

  	
   

  	
  Further Assurances

  	
   

  	
  12

  
	
  4.7

  	
   

  	
  Severability

  	
   

  	
  12

  
	
  4.8

  	
   

  	
  Enurement

  	
   

  	
  13

  



 


 


i

















THIS AGREEMENT made as of the 14th day of
April, 2003.


 


BETWEEN:


 


ENBRIDGE INC., a body corporate under the Canada Business Corporations Act, with offices in the City
of Calgary in the Province of Alberta (hereinafter called the “Corporation”)


 


OF THE FIRST PART


 


- and -


 


STEPHEN
J. WUORI,
of the City of Calgary, in the


Province of Alberta (hereinafter called the “Executive”)


 


OF THE SECOND PART


 


WHEREAS:


 


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


 


(b)           The
Board of Directors recognizes that it is essential, in the best interests of
the Corporation, that the Corporation retain the continuing dedication of the
Executive to his office and employment and that this can best be accomplished
if the personal uncertainty facing the Executive in the event of a material
change in the ownership or the Executive’s role within the organization of the
Corporation is alleviated;


 


(c)           The
Board of Directors further believes that the service of the Executive to the
Corporation requires that the Executive receive fair treatment, particularly in
the event of a termination of employment or loss of office following a material
change in the ownership or the Executive’s role within the Corporation;


 


NOW
THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual
covenants herein contained and in consideration of the Executive remaining in
office and in the employment of the Corporation at the present time and
throughout the period of a material change of ownership or organization of the
Corporation, it is hereby agreed as follows:


 


1

















ARTICLE 1

DEFINITIONS AND INTERPRETATION


 


	
  1.1

  	
   

  	
  Definitions

  



 


In this
Agreement:


 


(a)           “affiliate” has the meaning ascribed to that term in the
Canada Business Corporations Act;


 


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


 


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


 


(d)           “Annual Incentive Bonus” means the annual incentive bonus of
the Executive for the applicable year and if no such bonus has then been
established for a particular year, the annual incentive bonus most recently
earned by or paid to the Executive by the Corporation or its subsidiaries or
affiliates;


 


(e)           “associate” has the meaning ascribed to that term in the
Canada Business Corporations Act;


 


(f)            “change of control” means:


 


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


 


(ii)        any change in the holding, direct or
indirect, of shares of the Corporation by a person not affiliated with the
Corporation as a result of which such person, or a group of persons, or persons
acting in concert, or persons associated or affiliated with any such person or
group within the meaning of the Securities Act (Alberta), 


 


2

















	
  are
  in a position to exercise effective control of the Corporation whether such
  change in the holding of such shares occurs by way of takeover bid,
  reconstruction, reorganization, recapitalization, consolidation,
  amalgamation, arrangement, merger, transfer, sale or otherwise; and for the
  purposes of this Agreement, a person or group of persons holding shares or
  other securities in excess of the number which, directly or following conversion
  thereof, would entitle the holders thereof to cast 20% or more of the votes
  attaching to all shares of the Corporation which, directly or following
  conversion of the convertible securities forming part of the holdings of the
  person or group of persons noted above, may be cast to elect directors of the
  Corporation shall be deemed, other than a person holding such shares or other
  securities in the ordinary course of business as an investment manager who is
  not using such holding to exercise effective control, to be in a position to
  exercise effective control of the Corporation;

  



 


(iii)       any reconstruction, reorganization,
recapitalization, consolidation, amalgamation, arrangement, merger, transfer,
sale or other transaction involving the Corporation where shareholders of the
Corporation immediately prior to such reconstruction, reorganization,
recapitalization, consolidation, amalgamation, arrangement, merger, transfer,
sale or other transaction hold less than 60% of the shares of the Corporation
or of the continuing corporation following completion of such reconstruction,
reorganization, recapitalization, consolidation, amalgamation, arrangement,
transfer, sale or other transaction;


 


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


 


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


 


(vi)       Incumbent Directors ceasing to be a
majority of the Board of Directors.


 


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


 


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


 


3

















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


 


(ii)        a material decrease in the title,
position, responsibilities, powers or reporting relationships of the Executive;


 


(iii)       a reduction in the Annual Salary
(excluding the Annual Incentive Bonus) of the Executive; or


 


(iv)       any material reduction in the value of
the Executive’s employee benefits, plans and programs (other than the Annual
Incentive Bonus);


 


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


 


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


 


(k)           “Incentive Stock Option Plan” or “ISOP”
means the Incentive Stock Option Plan (2002) of the Corporation, as amended or
replaced from time to time;


 


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


 


(m)          “person” shall have the meaning ascribed to that term in the
Canada Business Corporations Act;


 


(n)           “subsidiary” has the meaning ascribed to that term in the
Canada Business Corporations Act; and


 


(o)           “supplemental benefit pension plan” means the non-registered
supplemental pension plan, entitled “The Enbridge Supplemental Pension Plan”
dated January 1, 2000, as amended or replaced from time to time.


 


4

















	
  1.2

  	
   

  	
  Headings

  



 


The
headings of the articles, sections, clauses and paragraphs herein are inserted
for convenience of reference only and shall not affect the meaning or
construction hereof.


 


	
  1.3

  	
   

  	
  Governing Law and Attornment

  



 


This
Agreement shall be construed and interpreted in accordance with the laws of the
Province of Alberta and the federal laws of Canada applicable therein.  Each of the parties hereby irrevocably
attorns to the jurisdiction of the courts of the Province of Alberta with
respect to any matters arising out of this Agreement.


 


	
  1.4

  	
   

  	
  Singular; Gender

  



 


All
words importing the singular number include the plural and vice versa, and all
words importing gender include the masculine, feminine and neuter genders.


 


ARTICLE 2

EMPLOYMENT


 


	
  2.1

  	
   

  	
  Position, Duties and Responsibilities of Executive

  



 


The
Executive shall have such responsibilities and powers as the board of directors
or the bylaws of the Corporation or Executive’s superiors may from time to time
prescribe and are contemplated by the position he currently holds as Group Vice
President and Chief Financial Officer or similarly equivalent duties and
responsibilities. Except as may be authorized by the Board of Directors of the
corporation, or by the Executive’s superiors from time to time, the Executive
shall devote the whole of his time to the Executive’s duties hereunder and
shall use his best efforts to promote the interests of the Corporation and its
affiliates and subsidiaries.


 


	
  2.2

  	
   

  	
  Term of Agreement

  



 


The
term of this Agreement shall commence on the date hereof, and subject to
Section 2.9 shall continue in effect to and including the earliest of:


 


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


 


(b)           the
voluntary resignation of the Executive other than pursuant to Section
2.6(a)(ii) or 2.6(a)(iii);


 


(c)           the
death of the Executive; or


 


(d)           termination
of the employment of the Executive by the Corporation.


 


5

















	
  2.3

  	
   

  	
  Services During Certain Events

  



 


In the
event that a person makes a tender, exchange offer or takeover bid, or
circulates a proxy to shareholders of the Corporation or takes other steps
seeking to effect a change of control of the Corporation, the Executive agrees
that he will not terminate his employment with the Corporation or cease to be
an officer of the Corporation or its affiliates or subsidiaries until that
person has abandoned or terminated his or its efforts to effect a change of
control or merger or until after such a change of control or merger has been
effected.


 


	
  2.4

  	
   

  	
  Termination of Agreement upon Disability of
  Executive

  



 


If at the end
of any month the Executive is and has been for a period of more than 12 months
unable to perform the essential duties specified pursuant to this Agreement in
the normal and regular manner due to mental or physical disability, this
Agreement may be terminated by the Corporation on 30 days’ prior written
notice.  Notwithstanding anything
contained in this Section 2.4, the Executive shall be entitled to all benefits
provided under the disability and pension plans of the Corporation or its
affiliates applicable to the Executive at the date of and during the term of
this Agreement.


 


	
  2.5

  	
   

  	
  Termination of Agreement by the Corporation for
  Cause

  



 


The
Corporation may terminate this Agreement at any time without notice in the
event the Executive shall be convicted of a criminal act of dishonesty
resulting or intending to result directly or indirectly in gain or personal
enrichment of the Executive at the expense of the Corporation, or for just
cause as defined in common law and pursuant to written notice setting forth
particulars of such cause.


 


	
  2.6

  	
   

  	
  Termination of Employment by the Corporation or the
  Executive

  



 


(a)           Except
where such termination is pursuant to Sections 2.2(a), (b) or (c), 2.5 or 2.7
the provisions of this Section 2.6 shall apply:


 


(i)         where the Corporation terminates the
employment of the Executive for any reason;


 


(ii)        where the Executive terminates his employment
with the Corporation within a period of 90 days following constructive
dismissal of the Executive.  For this
purpose the Executive may within a period of 90 days following the constructive
dismissal of the Executive terminate his employment with the Corporation upon
30 days’ prior written notice to the Corporation.  For greater clarity, the said 30 day notice
may be given at any time up to the 60th day of the said 90-day period;


 


6

















(iii)       where the Executive
terminates his employment with the Corporation following one (1) year from the
occurrence of a change of control.  For
this purpose, the Executive may, within a period of 90 days following from one
(1) year of the occurrence of a change of control, terminate his employment
with the Corporation, upon 30 days’ prior written notice to the
Corporation.   For greater clarity, the
said 30 day notice may be given at any time up to the 60th day of
the said 90-day period; or


 


(iv)       where the Corporation terminates this
Agreement pursuant to Section 2.4.


 


(b)           In
the event of termination of employment as provided in Section 2.6(a), the
Executive shall be entitled to receive, and the Corporation shall pay to the
Executive, a retiring allowance (the “Retiring Allowance”) computed as
hereinafter provided, which shall include all statutory entitlement under
employment standards legislation and all common law entitlement to reasonable
notice.  The Retiring Allowance shall be
that amount which is equal to two times the sum of:


 


(i)         the Annual Salary; and


 


(ii)        the average of the last two payments of
the Annual Incentive Bonus paid to the Executive immediately preceding the date
of such termination of employment.


 


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


 


(i)         the Corporation shall pay to the
Executive the cash value of two times the last annual flex credit allowance
provided to the Executive immediately preceding the date of such termination of
employment under the Corporation’s flexible benefit program unless the
Executive continues to be covered through the Corporation’s annuitant benefit
program or the benefits program of another employer;


 


(ii)        the Corporation shall pay to the
Executive the Annual Incentive Bonus for the calendar year in which the
termination of employment occurs, pro rated based upon the number of days of
employment of the Executive in the calendar year to the number of days in the
year and the Executive shall receive all accrued and unpaid annual vacation pay
to the date of termination;


 


(iii)       the Corporation shall pay to the
Executive the cash value of two times the last annual flexible perquisite
allowance provided to the Executive immediately preceding the date of such
termination of 


 


7




















employment under the Corporation’s
executive flexible perquisites program less any amounts paid to the Executive
but unearned by virtue of such termination of employment;


 


(iv)        the Corporation will pay for financial counselling
and/or career counselling assistance for the Executive to a maximum of $10,000.


 


(d)                                 The Executive will have 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, as more precisely described in Section 2.8.


 


(e)                                  If, at the time of termination of
employment as provided in Section 2.6(a), the Executive holds exercisable but
unexercised options for the purchase of shares of the Corporation under any of
the Corporation’s or its affiliates’ stock option plans, the Executive shall be
entitled to exercise all options so held in accordance with the terms of such
plans and pursuant to law.  If the
Executive holds options for the purchase of shares under any of the Corporation’s
or its affiliates’ stock option plans which are not exercisable at the date of
termination of employment in circumstances where this Section 2.6 applies, the
Corporation will pay to the Executive a cash amount representing the excess, if
any, of the fair market value of the shares on the date of termination of
employment over the exercise price for such options.  Payment of such amount shall result in
cancellation of the related stock options and any stock appreciation rights
associated with the stock options.  The
fair market value on the date of termination of employment shall mean the last
board lot sale price on The Toronto Stock Exchange on the last trading day
prior to the date of termination of employment.


 


(f)                                    The Corporation and the Executive agree
that the provisions of Section 2.6 are fair and reasonable and that the amounts
payable by the Corporation to the Executive pursuant to Section 2.6 are
reasonable estimates of the damages which will be suffered by the Executive in
the event of the termination of his employment with the Corporation in the
circumstances set out in Section 2.6 and shall not be construed as a penalty.


 


(g)                                 The amounts payable by the Corporation to
the Executive pursuant to Section 2.6 shall not be reduced by any amounts
earned by the Executive after the termination of the employment of the
Executive.


 


(h)                                 All amounts paid by the Corporation to the
Executive pursuant to Section 2.6 shall satisfy and forever discharge all
liabilities, claims or actions that the Executive may or shall have against the
Corporation arising from the termination of employment of the Executive whether
at common law or under statute or otherwise.


 


 


8

















(i)                                     Subject to the provisions of Sections 2.6(c)
and 2.6(e), the Corporation shall, at the option of the Executive, pay the
amounts provided under this Section 2.6 to the
Executive on the date that the employment of the Executive is terminated, or as
soon thereafter as reasonably practical, less all applicable statutory
deductions; or arrange a schedule of instalment payments of such amounts as
determined by the Executive.  Upon
payment to the Executive of the amounts provided for under this Section 2.6 or
mutual agreement of payment terms, the Executive and the Corporation shall
execute and deliver to the other the releases in the forms of Schedules A and
B, respectively.


 


	
  2.7

  	
   

  	
  Other Termination by Executive

  



 


Notwithstanding anything to the contrary herein, in addition to the
right of the Executive to terminate his employment under the circumstances
described in Section 2.6:


 


(a)                                  the Executive shall be entitled to
terminate this Agreement and his employment with the Corporation at his
pleasure upon 30 days’ prior written notice to such effect.  In such event, the Executive shall not be
entitled to any further compensation from the date of termination of
employment.  The Corporation acknowledges
and agrees that the Corporation shall have no remedy against the Executive, in
law or otherwise, upon the termination of this Agreement and the Executive’s
employment with the Corporation in accordance with this Section 2.7; and,


 


(b)                                 in the event of the voluntary retirement of
the Executive in accordance with Section 2.2(a), the Executive shall have the
option to return to his country of residence at the time employment commenced
with the Corporation.  The Corporation
acknowledges and agrees that the Executive shall be transferred to the employ
of a subsidiary in such country approximately one month prior to his retirement
date should the Executive so elect.


 


	
  2.8

  	
   

  	
  Supplemental Benefit Pension Plan

  



 


(a)                                  The Corporation undertakes and
agrees with the Executive (herein, the “supplementary undertakings”) to pay or
cause to be paid the amounts provided for in the supplemental benefit pension
plan as modified by this Section 2.8.  In
particular, the Executive (or the Executive's spouse or beneficiary as defined
in the supplemental benefit pension plan) is entitled to receive:


 


(i)         benefits determined in accordance with the
supplemental benefit pension plan, being certain amounts that would be payable
from the defined benefit pension plan but for limitations imposed by the 


 


 


 


9

















Income Tax Act, all as specified in the supplemental
benefit pension plan;


 


	
  (ii)

  	
   

  	
  if
  Section 2.6(d) applies, benefits determined in accordance with the
  supplemental benefit pension plan pursuant to (i) as if:

  



 


	
  A.

  	
   

  	
  two additional years of credited service
  were applied in the lifetime retirement income formula in the defined benefit
  pension plan, and two additional years of continuous service were granted for
  other purposes of the defined benefit pension plan; and

  
	
   

  	
   

  	
   

  
	
  B.

  	
   

  	
  for each of the two additional years of
  credited service earnings are deemed to be received equal to Annual
  Compensation for the purposes of determining final or best average earnings.

  



 


(b)           The Executive
acknowledges and accepts that prior to January 1, 2001 the Corporation had not
funded the supplementary undertaking. 
The Executive further acknowledges and accepts, and the Corporation
undertakes to the Executive, that effective January 1, 2001 the supplementary
undertaking will be funded by the Corporation over a period of seven years in a
separately maintained retirement compensation arrangement (as referred to in
the Income Tax Act (Canada)) to be separately maintained and established by the
Corporation (the “RCA”).  The
supplementary undertaking will be paid from amounts in the RCA with any amount
that cannot be paid from the RCA being paid by the Corporation.


 


	
  2.9

  	
   

  	
  Continuing Provisions

  



 


Notwithstanding
the termination of this Agreement under Article 2, the provisions of Section
2.6, Section 2.8 and Article 3 and all other provisions hereof which by their
terms are to be performed following the termination hereof shall survive such
termination and be continuing obligations.


 


ARTICLE 3

NON-COMPETITION AND CONFIDENTIALITY


 


	
  3.1

  	
   

  	
  Non-Competition

  



 


The
Executive recognizes and understands that in performing the duties and
responsibilities of his employment as outlined in this Agreement, he will
occupy a position of high fiduciary trust and confidence, pursuant to which he
has developed and will develop and acquire wide experience and knowledge with
respect to the businesses carried on by the Corporation and its affiliates and
the manner in which such businesses are conducted.  It is the expressed intent and agreement of
the Executive and of the 


 


10

















Corporation that such knowledge and experience shall be used solely and
exclusively in the furtherance of the business interests of the Corporation and
its affiliates and not in any manner detrimental to them.  The Executive therefore agrees that so long as
he is employed by the Corporation pursuant to this Agreement he shall not
engage in any practice or business in competition with
the business of the Corporation or any of its affiliates.


 


	
  3.2

  	
   

  	
  Confidentiality

  



 


The
Executive further recognizes and understands that in the performance of his employment
duties and responsibilities outlined in this Agreement, he will become
knowledgeable, aware and possessed of Confidential Information concerning the
business of the Corporation and its affiliates. 
The Executive agrees that, except with the consent of the board of
directors, he will not disclose such Confidential Information to any
unauthorized persons so long as he is employed by the Corporation pursuant to
this Agreement and for a period of 2 years thereafter; provided that the
foregoing shall not apply to any Confidential Information which is or becomes
known to the public or to the competitors of the Corporation and/or its
affiliates other than by a breach of this Agreement by the Executive.


 


ARTICLE 4

GENERAL


 


	
  4.1

  	
   

  	
  Notices

  



 


Any
notice required or permitted to be given to a party hereunder shall be in
writing and may be given by mailing the same, postage prepaid, or delivering
the same, addressed to such party at the following address:


 


	
  To the Corporation:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Enbridge Inc.

  	
   

  	
   

  
	
   

  	
   

  	
  3000, 425 – 1st Street S.W.

  	
   

  	
   

  
	
   

  	
   

  	
  Calgary, Alberta T2P 3L8

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention:

  	
   

  	
  President & Chief Executive Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  To the Executive:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Mr. Stephen J. Wuori

  	
   

  	
   

  
	
   

  	
   

  	
  31079 Woodland Heights

  	
   

  	
   

  
	
   

  	
   

  	
  Calgary, Alberta T3R 1C6

  	
   

  	
   

  
								



 


Any notice aforesaid if delivered shall be deemed to
have been delivered on the first business day following the date on which it
was delivered or if mailed shall be deemed to have been received on the third
day following the date on which it was mailed. 
Any 


 


11

















party may change its address for service from time to
time by a notice given in accordance with the foregoing.


 


	
  4.2

  	
   

  	
  Time

  



 


Time
shall be of the essence of this Agreement.


 


	
  4.3

  	
   

  	
  Legal Fees and Expenses

  



 


The
Corporation shall pay all reasonable costs incurred by the Executive, as
determined in the sole discretion of the President & Chief Executive
Officer, in respect of legal, consulting and accounting expenses in connection
with the negotiation, execution and interpretation of this Agreement.  The Corporation shall pay all costs, charges
and expenses incurred in respect of legal, consulting and accounting expenses
(including legal expenses on a solicitor and his or his own client basis)
incurred by the Executive or his estate in taking any action or enforcing any
right or benefit provided to the Executive by this Agreement; provided only
that the Executive is substantially successful in any such action or in
enforcing any such right or benefit, and providing further that payments
pursuant to this Section 4.3 shall not exceed a maximum amount of $10,000.


 


	
  4.4

  	
   

  	
  Integration

  



 


The
provisions of this Agreement are in addition to and not in substitution for the
other terms, conditions and provisions concerning the employment of the
Executive by the Corporation and where there is any conflict between this
Agreement and such other terms, conditions and provisions this Agreement shall
govern.  This Agreement together with
such other terms, conditions and provisions constitute the entire agreement
between the parties hereto pertaining to the subject matter.  This Agreement may not be amended or modified
in any respect except by written instrument signed by the parties hereto.


 


	
  4.5

  	
   

  	
  Waivers

  



 


No
waiver by either party hereto of any breach of any of the provisions of this
Agreement shall take effect or be binding upon the party unless in writing and
signed by such party.  Unless otherwise
provided therein, such waiver shall not limit or affect the rights of such
party with respect to any other breach.


 


	
  4.6

  	
   

  	
  Further Assurances

  



 


The
parties hereto agree to execute and deliver such further and other documents
and perform and cause to be performed such further and other acts and things as
may be necessary or desirable in order to give full effect to this Agreement
and every part thereof.


 


12

















	
  4.7

  	
   

  	
  Severability

  



 


If any
provision of this Agreement shall be held to be invalid, illegal or
unenforceable, the validity, legality or enforceability of the remaining
provisions of this Agreement shall not in any way be affected or impaired
thereby.


 


	
  4.8

  	
   

  	
  Enurement

  



 


This
Agreement shall enure to the benefit of and be binding upon the parties hereto
and their respective heirs, legal personal representatives, successors and
permitted assigns.


 


IN
WITNESS WHEREOF the Corporation has hereunto affixed its corporate seal
attested to by its duly authorized officers in that behalf and the Executive
has hereunto set his hand and seal as of the day and year first above written.


 


	
   

  	
   

  	
  ENBRIDGE INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Per:

  	
   

  
	
   

  	
   

  	
   

  	
  Patrick D. Daniel

  
	
   

  	
   

  	
  Per:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED, SEALED AND 

  	
  )

  	
   

  	
   

  
	
  DELIVERED in the presence of:

  	
  )

  	
   

  	
   

  
	
   

  	
  )

  	
   

  	
   

  
	
   

  	
  )

  	
   

  	
   

  
	
  WITNESS as to the signature of 

  	
  )

  	
   

  
	
  Stephen J. Wuori

  	
  )

  	
   

  	
  Stephen J. Wuori

  



 


13

















SCHEDULE A


 


Release


 


KNOW ALL MEN BY THESE PRESENTS that I, Stephen J. Wuori, of the City of
Calgary, in the Province of Alberta, in consideration of the amounts provided
in Sections 2.6 and 2.8 of the Executive Employment Agreement (the “Contract”)
dated as of April 14, 2003 between me and Enbridge Inc. (the “Corporation”) and
for other good and valuable consideration, inclusive of any statutory severance
or benefits in accordance with the Employment Standards Code (Alberta), the
receipt and sufficiency of which is hereby acknowledged, do for myself, my
executors and assigns hereby remise, release and forever discharge the
Corporation, its respective predecessors, successors and assigns, from all
manner of actions, causes of action, claims or demands, past, present or
future, which against the Corporation, their respective predecessors,
successors and assigns, I ever had, now have, or can, shall or may hereafter
have, by reason of or arising out of any cause, matter or thing whatsoever done
or admitted to be done, occurring or existing up to and inclusive of the day of
these presents and in particular, without in any way restricting the generality
of the foregoing, in respect of all claims, past, present or future, directly
or indirectly related to or arising out of or in connection with my
relationship with the Corporation, its respective predecessors, successors and
assigns, as an employee, officer or director, and the termination of my
employment from the Corporation, on                                             ,
200·.


 


AND FOR
THE SAID CONSIDERATION I, Stephen J. Wuori, represent and warrant that I have
not assigned to any person, firm or corporation any of the actions, causes of
action, claims, suits, executions or demands which I release by this Release,
or with respect to which I agree not to make any claim or take any proceeding
herein.


 


Notwithstanding
anything contained herein, this Release shall not extend to or affect, or
constitute a release of, my right to sue, claim against or recover from the
Corporation and shall not constitute an agreement to refrain from bringing,
taking or maintaining any action against the Corporation in respect of:


 


(a)                                  any corporate indemnity existing by
statute, contract or pursuant to any of the constating documents of the
Corporation provided in my favour in respect of my having acted at any time as
a director, officer or both of the Corporation;


 


(b)                                 my entitlement to any insurance maintained
for the benefit or protection of the directors and/or officers of the
Corporation, including without limitation, directors’ and officers’ liability
insurance; or


 


(c)                                  my entitlement to any amounts that may
arise under the Sections and Articles of the Contract referred to in Section
2.9 of the Contract.


 


1

















 


IT IS
HEREBY AGREED that, except as provided herein, the terms of the Contract and of
this Release will be kept confidential. 
Subject to the following, no party hereto shall communicate any such
terms to any third party under any circumstances whatsoever, although either
party shall be at liberty to disclose to third parties that a mutually
acceptable Release was agreed upon.  In
addition, Stephen J. Wuori shall be permitted to disclose the terms of the
Contract and this Release to his spouse, his tax and financial advisors, his
legal advisors and to make any disclosures of the terms of this Contract and
this Release as may be required to allow him to comply with any applicable
provision of the law.  In such event,
Stephen J. Wuori shall require that his spouse, his tax and financial advisors
and his legal advisors shall execute the undertaking provided as Schedule
"C" hereof prior to the disclosure of the terms of this Contract and
this Release and shall advise the Corporation of such disclosure and provide
the Corporation with a copy of such undertaking.  In the event of any disclosure required by
law, Stephen J. Wuori shall promptly advise the Corporation of the required disclosure.  The invalidity and unenforceability of any
provision of this Release shall not affect the validity or enforceability of
any other provision of this Release, which shall remain in full force and
effect.


 


I
HEREBY DECLARE that I have read all of this Release, fully understand the terms
of this Release and voluntarily accept the consideration stated herein as the
sole consideration for this Release for the purpose of making a full and final
settlement with the Corporation.  I
further acknowledge and confirm that I have been given an adequate period of
time to obtain independent legal counsel upon the meaning and the significance
of the terms herein and the covenants mutually exchanged.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and seal this                 
day of                                                                 
A.D. 200·.


 


	
   

  	
   

  	
   

  
	
  Witness

  	
   

  	
  Stephen J. Wuori

  



 


2

















 


SCHEDULE
B


 


Release


 


KNOW
ALL MEN BY THESE PRESENTS that ENBRIDGE INC. (the “Corporation”), a corporation
incorporated under the laws of the Province of Alberta, in consideration of the
delivery by Stephen J. Wuori (the “Executive”), of a Release dated the date
hereof and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, for itself and its respective
successors and assigns, hereby remises, releases and forever discharges the
Executive, his executors and assigns from all manner of actions, causes of
action, claims or demands, past, present or future, which against the
Executive, his executors and assigns, the Corporation, its respective
successors and assigns ever had, now have, or can, shall or may hereafter have,
by reason of or arising out of any cause, matter or thing whatsoever done or
admitted to be done, occurring or existing up to and inclusive of the day of
these presents and in particular, without in any way restricting the generality
of the foregoing, in respect of all claims, past, present or future, directly
or indirectly related to or arising out of or in connection with the
Corporation’s relationship with the Executive, as an employee, director or
officer of the Corporation.


 


AND FOR
THE SAID CONSIDERATION the Corporation represents and warrants that it has not
assigned to any person, firm or corporation any of the actions, causes of
action, claims, suits, executions or demands which it releases by this Release,
or with respect to which it agrees not to make any claim or take any proceeding
herein.  The invalidity and
unenforceability of any provision of this Release shall not affect the validity
or enforceability of any other provision of this Release, which shall remain in
full force and effect.


 


IT IS
HEREBY AGREED that, except as provided for in Schedule "A" hereof,
the terms of the Executive Employment Agreement dated as of April 14, 2003
between the Corporation and the Executive and of this Release will be kept
confidential.  No party hereto shall
communicate any such terms to any third party under any circumstances
whatsoever, although either party shall be at liberty to disclose to third
parties that a mutually acceptable Release was agreed upon.


 


IN
WITNESS WHEREOF, the Corporation has duly executed and delivered this Release
this                 
day of                                                                 
A.D. 200·.


 


	
   

  	
  ENBRIDGE INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  Per:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Per:

  	
   

  



 


 

















 


SCHEDULE C


 


Undertaking


 


I,                             ,
of                           ,
in the City of                 ,
in the Province of


 


	
  [name]

  	
   

  	
  [address]

  	
       

  



 


being the                                                                                                                               ,


 


                      [describe
relationship to Stephen J. Wuori, e.g. spouse, tax, financial or legal advisor]


 


for good and valuable consideration, the
receipt of which I acknowledge, agree to keep strictly confidential the terms
and conditions of the Executive Employment Agreement dated as of April
14, 2003 made between Enbridge Inc.
and Stephen J. Wuori, and any Release thereof, all as may be disclosed to me by
Stephen J. Wuori.


 


I further acknowledge that I will make no use whatsoever of the
information comprising the terms and conditions of the Executive Employment
Agreement, except as may be required for the purposes of my providing advice
and direction to Stephen J. Wuori in my aforesaid capacity.


 


IN WITNESS WHEREOF, I have hereunto set my hand and
seal this                 
day of                                                                 
A.D. 200·.


 


	
   

  	
   

  	
   

  
	
  Witness

  	
   

  	
   

  



 


3