Exhibit 10.7

EXECUTIVE EMPLOYMENT AGREEMENT

THIS AGREEMENT made effective as of the 11th day of May, 2001 (the "Effective Date").

BETWEEN:



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 organization of the Corporation where the Executive does not
receive an offer of employment within the Corporation, an affiliate, associate or successor of the Corporation comparable to or better than his present employment;

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:

In
this Agreement:





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The
Executive be employed by the Corporation as Associate General Counsel, Transportation Group South and shall have such responsibilities and powers as the Board of Directors or the
bylaws of the Corporation or the Executive's superiors may from time to time prescribe. 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.

The
term of this Agreement shall commence on the date hereof, and shall continue in effect to and including the earlier of:



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Following Date of Grant

Aggregate Number
of Options VestedFirst Anniversary Date

3,500Second Anniversary Date

7,000Third Anniversary Date

10,500Fourth Anniversary Date

14,000




If at the end of any month the Executive is and has been for a period of more than twelve (12) months unable to perform the 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 thirty (30) days' 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 this Agreement.

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If
the Executive dies, this Agreement shall be terminated immediately on the date of the Executive's death.

Notwithstanding
any provision of this Agreement to the contrary, the Corporation may at any time terminate this Agreement and the Executive's employment hereunder for "Cause" (as
hereinafter defined). As used herein, the term "Cause" means either:



(a)  Except
where such termination is pursuant to Section 2.2(i) or 2.2(ii) due to the voluntary retirement or resignation of the Executive or pursuant
to Sections 2.4, 2.5 or 2.6, or except where the Executive is offered a comparable position by an affiliate, associate or successor of the Corporation which, if offered by the Corporation, would not
constitute a constructive dismissal, the provisions of this Section 2.7 shall apply:



(b)  In
the event of termination of employment as provided in Section 2.7(a), the Executive shall be entitled to receive, and the Corporation shall pay to the
Executive, a severance payment (the "Severance Payment") computed as hereinafter provided. The Severance Payment shall be that amount which is equal to two hundred percent (200%) of the sum of:



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the
Executive immediately preceding the date of such termination of employment. The Corporation may deduct from the Severance Payment as calculated hereby any amount required to be withheld and
remitted to any governmental body or agency by applicable law or regulation.

(c)  In
addition to the Severance Payment calculated in accordance with Section 2.7(b):



(d)  The
Executive will also be entitled to receive on termination the normal and any supplemental pension benefits in effect on the date of this Agreement according to the
terms of the Corporation's pension plans or the pension plans of affiliates of the Corporation or according to similar provisions of any successor plan, of which the Executive is a member at the date
of termination (the "Plans"). The Executive's total pension entitlement and retirement options will be determined on the basis that the Executive had two (2) additional years of credited
service and age under the Plans at his date of termination of employment (over and above his actual years of credited service as otherwise determined). In addition, such additional years of service
shall be included for the purpose of determining final or best average earnings assuming that the Executive's monthly rate of salary at the date of termination would have continued unchanged during
the period of additional service. For plans that include performance bonuses in the definition of pensionable earnings, the average of the highest three (3) actual bonuses paid in the five
(5) years immediately prior to the date of termination shall be used for the purpose of determining final or best average earnings.

(e)  If,
at the time of termination of employment as provided in Article 2.7(a), the Executive holds exercisable but unexercised options for the purchase of shares
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. 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 2.7(a) 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. 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 day of termination.

Except
for the Executive's rights to continued participation in the Corporation's employee benefit plans, including, without limitation, the Corporation's or its affiliates' stock option
plans and savings plans and conditions of employment generally available to other Executives of the Corporation or its affiliates, this Agreement contains the entire agreement between the Parties and
supersedes all prior oral and written agreements, understandings, commitments and practices between the Parties, including all prior employment agreements, whether or not fully performed by the
Executive before the date of this Agreement. No amendments to this Agreement may be made except in writing signed by both Parties.

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In
the event of termination of employment of the Executive, the Executive agrees to keep confidential all information of a confidential or proprietary nature concerning the Corporation,
its subsidiaries and
affiliates and their respective operations, assets, finances, business and affairs and further agrees not to use such information for personal advantage, provided that nothing herein shall prevent
disclosure of information which is publicly available or which is required to be disclosed under appropriate statues, rules of law, or legal process.

The
invalidity and unenforceability of any provision of this Agreement shall not effect the validity or enforceability of any other provisions of this Agreement, which shall remain in
full force and effect.

This
Agreement shall enure to and be binding upon the Corporation and its successors and the Executive and his legal representatives but otherwise it is not assignable. It shall be a
condition of any transfer by the Corporation of the Executive to any affiliate or associate of the Corporation that, on request of the Executive, such affiliate or associate agree to observe all of
the covenants of and be bound by all obligations imposed on the Corporation under this Agreement. The failure to do so shall be deemed to constitute a constructive dismissal of the Executive for the
purposes of Section 2.7.

This
Agreement shall be governed and interpreted in accordance with the laws of the State of Texas, and state or federal courts sitting in Houston, Harris County, Texas shall be the sole
and proper forum with respect to any suits brought with respect to this Agreement.

(a)Payment of Legal Fees.To the extent permitted by law and except as provided in Section 9(b), the
Corporation shall pay all legal fees, costs of litigation prejudgment interest, and other expenses incurred in good faith by the Executive as a result of the Corporation's refusal to pay to the
Executive the Severance Payment to which the Executive becomes entitled under this Agreement.

(b)Arbitration.Any dispute or controversy arising under or in connection with this Agreement shall be settled
by arbitration, conducted before a panel of three (3) arbitrators sitting in Houston, Texas in accordance with the rules of the American Arbitration Association then in effect. Judgement may be
entered on the award of the arbitrator in any court having proper jurisdiction.

The
Executive hereby acknowledges having received a copy of this Agreement duly signed by the Corporation.

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IN
WITNESS WHEREOF the parties hereto have duly executed and delivered this Agreement.

|        |  |                                                 | 
|------- |  | ----------------------------------------------- | 
|Witness |  | Executive                                      
|        |  | ENBRIDGE INC.                                  
|        |  | Per:                                            | 
|        |  |                                                 | 
|        |  | P.D. Daniel
President & Chief Executive Officer

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