**Exhibit10.38**

** **

**EXECUTIVE EMPLOYMENT AGREEMENT**

**BETWEEN**

**ENBRIDGE INC.**

**- and -**

**J. RICHARD BIRD**

**Dated as of**

April 14, 2003

 

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***ENBRIDGEINC.***

**EXECUTIVEEMPLOYMENT 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                                                           |   | 12 |
| 4.3                                           |   | Legal Fees and Expenses                                        |   | 12 |
| 4.4                                           |   | Integration                                                    |   | 12 |
| 4.5                                           |   | Waivers                                                        |   | 12 |
| 4.6                                           |   | Further Assurances                                             |   | 12 |
| 4.7                                           |   | Severability                                                   |   | 13 |
| 4.8                                           |   | Enurement                                                      |   | 13 |
|                                               |        |                                                                |  |  |  |

 

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***ENBRIDGEINC.***

**EXECUTIVEEMPLOYMENT AGREEMENT**

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

BETWEEN:

**ENBRIDGE INC.**, a body corporateunder the *CanadaBusiness Corporations Act*, with offices in the City ofCalgary in the Province of Alberta (hereinafter called the“Corporation”)

OF THE FIRST PART

- and -

**J. RICHARD BIRD**, of the City ofCalgary, in theProvince of Alberta (hereinafter called the “Executive”)

OF THE SECOND PART

**WHEREAS:**

(a)           The Executive is anexecutive of the Corporation and is considered by the Board of Directors of theCorporation to be a valued employee of the Corporation and has acquiredoutstanding and special skills and abilities and an extensive background in andknowledge of the Corporation’s business and the industry in which it isengaged;

(b)           The Board of Directorsrecognizes that it is essential, in the best interests of the Corporation, thatthe Corporation retain the continuing dedication of the Executive to his officeand employment and that this can best be accomplished if the personaluncertainty facing the Executive in the event of a material change in theownership or the Executive’s role within the organization of the Corporation isalleviated;

(c)           The Board of Directorsfurther believes that the service of the Executive to the Corporation requiresthat the Executive receive fair treatment, particularly in the event of atermination of employment or loss of office following a material change in theownership or the Executive’s role within the Corporation;

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

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***ENBRIDGEINC.***

**EXECUTIVEEMPLOYMENT AGREEMENT**

**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)           **“AnnualCompensation”** means the sum of the Annual Salary and the AnnualIncentive Bonus;

(c)           “**AnnualSalary”** means the annual salary of the Executive established by theHRCC payable by the Corporation or its subsidiaries or affiliates, calculatedas at the end of the month immediately preceding the month in which thetermination of employment occurs and if an annual salary level has not beenestablished, it shall be calculated by multiplying the monthly salary of theExecutive in effect for the month preceding the month in which a termination ofemployment occurs pursuant to Article 2, by twelve.

(d)           **“AnnualIncentive Bonus”** means the annual incentive bonus of the Executivefor the applicable year and if no such bonus has then been established for aparticular year, the annual incentive bonus most recently earned by or paid tothe 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 ofcontrol**” means:

(i)            the sale to a personor acquisition by a person not affiliated with the Corporation or itssubsidiaries of net assets of the Corporation or its subsidiaries having avalue greater than 50% of the fair market value of the net assets of theCorporation and its subsidiaries determined on a consolidated basis prior tosuch 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 theholding, direct or indirect, of shares of the Corporation by a person notaffiliated with the Corporation as a result of which such person, or a group ofpersons, or persons acting in concert, or persons associated or affiliated withany such person or group within the meaning of the Securities Act (Alberta),

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***ENBRIDGEINC.***

**EXECUTIVEEMPLOYMENT AGREEMENT**

are in a position toexercise effective control of the Corporation whether such change in theholding 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, aperson or group of persons holding shares or other securities in excess of thenumber which, directly or following conversion thereof, would entitle theholders thereof to cast 20% or more of the votes attaching to all shares of theCorporation which, directly or following conversion of the convertiblesecurities forming part of the holdings of the person or group of persons notedabove, may be cast to elect directors of the Corporation shall be deemed, otherthan a person holding such shares or other securities in the ordinary course ofbusiness as an investment manager who is not using such holding to exerciseeffective control, to be in a position to exercise effective control of theCorporation;

(iii)          any reconstruction,reorganization, recapitalization, consolidation, amalgamation, arrangement,merger, transfer, sale or other transaction involving the Corporation whereshareholders 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 theCorporation or of the continuing corporation following completion of suchreconstruction, reorganization, recapitalization, consolidation, amalgamation,arrangement, transfer, sale or other transaction;

(iv)          the Corporation ceasesto be a distributing corporation as that term is defined in the Canada BusinessCorporations Act;

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

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

(g)           “**ConfidentialInformation**” means the information, processes, know-how, data, tradesecrets, techniques, knowledge and other confidential information not generallyknown to the public relating to or connected with the business or corporateaffairs and operations of the Corporation and its affiliates;

(h)           “**constructivedismissal**” means, unless consented to by the Executive, any actionthat constitutes constructive dismissal of the Executive, including withoutlimiting the generality of the foregoing:

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**EXECUTIVEEMPLOYMENT AGREEMENT**

(i)            where the Executiveceases to be an officer of the Corporation, unless the Executive is appointedas an officer of a successor to a material portion of the assets of theCorporation;

(ii)           a material decrease inthe title, position, responsibilities, powers or reporting relationships of theExecutive;

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

(iv)          any material reductionin the value of the Executive’s employee benefits, plans and programs (otherthan the Annual Incentive Bonus);

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

(j)            “**HumanResources and Compensation Committee**” or “**HRCC**”means the Committee of the Board of Directors of the Corporation from time totime appointed to fix the remuneration of executives of the Corporation or, ifsuch Committee has not been appointed, means the Board of Directors of theCorporation;

(k)           “**IncentiveStock Option Plan**” or “**ISOP**” means theIncentive Stock Option Plan (2002) of the Corporation, as amended or replacedfrom time to time;

(l)            **“IncumbentDirector”**means any member of the Board of Directors who was amember of the Board of Directors immediately prior to the occurrence of thetransaction, elections or appointments giving rise to a Change of Control andany successor to an Incumbent Director who was recommended for election at ameeting of the shareholders of the Corporation, or elected or appointed tosucceed any Incumbent Director, by the affirmative vote of the directors, whichaffirmative vote includes a majority of the Incumbent Directors then on theBoard of Directors;

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

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

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

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***ENBRIDGEINC.***

**EXECUTIVEEMPLOYMENT AGREEMENT**

1.2                           Headings

The headings of the articles, sections, clauses and paragraphs hereinare inserted for convenience of reference only and shall not affect the meaningor construction hereof.

1.3                           GoverningLaw and Attornment

This Agreement shall be construed and interpreted in accordance withthe laws of the Province of Alberta and the federal laws of Canada applicabletherein.  Each of the parties herebyirrevocably attorns to the jurisdiction of the courts of the Province ofAlberta with respect to any matters arising out of this Agreement.

1.4                           Singular;Gender

All words importing the singular number include the plural and viceversa, and all words importing gender include the masculine, feminine and neutergenders.

**ARTICLE 2**

**EMPLOYMENT**

2.1                           Position,Duties and Responsibilities of Executive

The Executive shall have such responsibilities and powers as the Boardof Directors or the bylaws of the Corporation or Executive’s superiors may fromtime to time prescribe and are currently contemplated by his position as GroupVice President, Transportation North or similarly equivalent duties andresponsibilities. Except as may be authorized by the Board of Directors of thecorporation, or by the Executive’s superiors from time to time, the Executiveshall devote the whole of his time to the Executive’s duties hereunder andshall use his best efforts to promote the interests of the Corporation and itsaffiliates and subsidiaries.

2.2                           Termof Agreement

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

(a)           the date of voluntaryretirement of the Executive in accordance with the retirement policiesestablished for senior employees of the Corporation;

(b)           the voluntaryresignation of the Executive other than pursuant to Section 2.6(a)(ii) or2.6(a)(iii);

(c)           the death of theExecutive; or

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

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**EXECUTIVEEMPLOYMENT AGREEMENT**

2.3                           ServicesDuring Certain Events

In the event that a person makes a tender, exchange offer or takeoverbid, or circulates a proxy to shareholders of the Corporation or takes othersteps seeking to effect a change of control of the Corporation, the Executiveagrees that he will not terminate his employment with the Corporation or ceaseto be an officer of the Corporation or its affiliates or subsidiaries untilthat person has abandoned or terminated his or its efforts to effect a changeof control or merger or until after such a change of control or merger has beeneffected.

2.4                           Terminationof Agreement upon Disability of Executive

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

2.5                           Terminationof Agreement by the Corporation for Cause

The Corporation may terminate this Agreement at any time without noticein the event the Executive shall be convicted of a criminal act of dishonestyresulting or intending to result directly or indirectly in gain or personalenrichment of the Executive at the expense of the Corporation, or for justcause as defined in common law and pursuant to written notice setting forthparticulars of such cause.

2.6                           Terminationof Employment by the Corporation or the Executive

(a)           Except where suchtermination is pursuant to Sections 2.2(a), (b) or (c), 2.5 or 2.7 theprovisions of this Section 2.6 shall apply:

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

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

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***ENBRIDGEINC.***

**EXECUTIVEEMPLOYMENT AGREEMENT**

(iii)          where the Executiveterminates his employment with the Corporation following one (1) year from theoccurrence of a change of control.  Forthis 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 employmentwith the Corporation, upon 30 days’ prior written notice to theCorporation.  For greater clarity, thesaid 30 day notice may be given at any time up to the 60th day ofthe said 90-day period; or

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

(b)           In the event oftermination of employment as provided in Section 2.6(a), the Executive shall beentitled to receive, and the Corporation shall pay to the Executive, a retiringallowance (the “Retiring Allowance”) computed as hereinafter provided, whichshall include all statutory entitlement under employment standards legislationand all common law entitlement to reasonable notice.  The Retiring Allowance shall be that amountwhich is equal to two times the sum of:

(i)            the Annual Salary; and

(ii)           the average of the lasttwo payments of the Annual Incentive Bonus paid to the Executive immediatelypreceding the date of such termination of employment.

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

(i)            the Corporation shallpay to the Executive the cash value of two times the last annual flex creditallowance provided to the Executive immediately preceding the date of suchtermination of employment under the Corporation’s flexible benefit programunless the Executive continues to be covered through the Corporation’sannuitant benefit program or the benefits program of another employer;

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

(iii)          the Corporation shallpay to the Executive the cash value of two times the last annual flexibleperquisite allowance provided to the Executive immediately preceding the dateof such termination of

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***ENBRIDGEINC.***

**EXECUTIVEEMPLOYMENT AGREEMENT**

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

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

(d)           The Executive will havetwo years of additional service added to the service already accrued at date oftermination, under the Corporation’s defined benefit pension plan and supplementalbenefit pension plan, as more precisely described in Section 2.8.

(e)           If, at the time oftermination of employment as provided in Section 2.6(a), the Executive holdsexercisable but unexercised options for the purchase of shares of the Corporationunder any of the Corporation’s or its affiliates’ stock option plans, theExecutive shall be entitled to exercise all options so held in accordance withthe terms of such plans and pursuant to law. If the Executive holds options for the purchase of shares under any ofthe Corporation’s or its affiliates’ stock option plans which are notexercisable at the date of termination of employment in circumstances wherethis Section 2.6 applies, the Corporation will pay to the Executive a cashamount representing the excess, if any, of the fair market value of the shareson the date of termination of employment over the exercise price for suchoptions.  Payment of such amount shallresult in cancellation of the related stock options and any stock appreciationrights associated with the stock options. The fair market value on the date of termination of employment shallmean the last board lot sale price on The Toronto Stock Exchange on the lasttrading day prior to the date of termination of employment.

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

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

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

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***ENBRIDGEINC.***

**EXECUTIVEEMPLOYMENT AGREEMENT**

(i)            Subject to theprovisions of Sections 2.6(c) and 2.6(e), the Corporation shall, at the optionof the Executive, pay the amounts provided under this Section 2.6 to theExecutive on the date that the employment of the Executive is terminated, or assoon thereafter as reasonably practical, less all applicable statutorydeductions; or arrange a schedule of instalment payments of such amounts asdetermined by the Executive.  Uponpayment to the Executive of the amounts provided for under this Section 2.6 ormutual agreement of payment terms, the Executive and the Corporation shallexecute and deliver to the other the releases in the forms of Schedules A andB, respectively.

2.7                           OtherTermination by Executive

Notwithstanding anything to the contrary herein, in addition to theright of the Executive to terminate his employment under the circumstancesdescribed in Section 2.6, the Executive shall be entitled to terminate thisAgreement and his employment with the Corporation at his pleasure upon 30 days’prior written notice to such effect.  Insuch event, the Executive shall not be entitled to any further compensationfrom the date of termination of employment. The Corporation acknowledges and agrees that the Corporation shall haveno remedy against the Executive, in law or otherwise, upon the termination ofthis Agreement and the Executive’s employment with the Corporation inaccordance with this Section 2.7.

2.8                           SupplementalBenefit Pension Plan

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

(i)            benefits determined inaccordance with the supplemental benefit pension plan, being certain amountsthat would be payable from the defined benefit pension plan but for limitationsimposed by the Income Tax Act, all as specified in the supplemental benefitpension plan;

(ii)           if the Executive’semployment ceases for any reason after the Executive attains age 55, upon orafter the occurrence of a change in control or if Section 2.6 applies, benefitsdetermined in accordance with the supplemental benefit pension plan pursuant to(i) as if:

A.            the rate of annualaccrual in the lifetime retirement income formula in the defined benefitpension plan for credited service prior to January 1, 2000, were 2.0%; and

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***ENBRIDGEINC.***

**EXECUTIVEEMPLOYMENT AGREEMENT**

B.            the rate of annualaccrual in the lifetime retirement income formula in the defined benefitpension plan for credited service from and after January 1, 2000 but not laterthan the date on which the Executive attains age 60 were 3.26%.

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

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

B.            for each of the twoadditional years of credited service earnings are deemed to be received equalto Annual Compensation for the purposes of determining final or best averageearnings.

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

2.9                           ContinuingProvisions

Notwithstanding the termination of this Agreement under Article 2, theprovisions of Section 2.6, Section 2.8 and Article 3 and all other provisionshereof which by their terms are to be performed following the terminationhereof 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 dutiesand responsibilities of his employment as outlined in this Agreement, he willoccupy a position of high fiduciary trust and confidence, pursuant to which hehas developed and

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***ENBRIDGEINC.***

**EXECUTIVEEMPLOYMENT AGREEMENT**

will develop and acquire wide experience and knowledgewith respect to the businesses carried on by the Corporation and its affiliatesand the manner in which such businesses are conducted.  It is the expressed intent and agreement ofthe Executive and of the Corporation that such knowledge and experience shallbe used solely and exclusively in the furtherance of the business interests ofthe Corporation and its affiliates and not in any manner detrimental tothem.  The Executive therefore agreesthat so long as he is employed by the Corporation pursuant to this Agreement heshall not engage in any practice or business in competition with the businessof the Corporation or any of its affiliates.

3.2                           Confidentiality

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

**ARTICLE 4**

**GENERAL**

4.1                           Notices

Any notice required or permitted to be given to a party hereunder shallbe in writing and may be given by mailing the same, postage prepaid, ordelivering 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. J. Richard Bird |
|   |                | 283 Canterville Drive S.W. |
|   |                | Calgary, Alberta T2W 3X9 |

 

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***ENBRIDGEINC.***

**EXECUTIVEEMPLOYMENT AGREEMENT**

Any notice aforesaid if deliveredshall be deemed to have been delivered on the first business day following thedate on which it was delivered or if mailed shall be deemed to have beenreceived on the third day following the date on which it was mailed.  Any party may change its address for servicefrom 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                           LegalFees and Expenses

The Corporation shall pay all reasonable costs incurred by theExecutive, as determined in the sole discretion of the President & ChiefExecutive Officer, in respect of legal, consulting and accounting expenses inconnection with the negotiation, execution and interpretation of thisAgreement.  The Corporation shall pay allcosts, charges and expenses incurred in respect of legal, consulting andaccounting expenses (including legal expenses on a solicitor and his or his ownclient basis) incurred by the Executive or his estate in taking any action orenforcing any right or benefit provided to the Executive by this Agreement;provided only that the Executive is substantially successful in any such actionor in enforcing any such right or benefit, and providing further that paymentspursuant 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 insubstitution for the other terms, conditions and provisions concerning theemployment of the Executive by the Corporation and where there is any conflictbetween this Agreement and such other terms, conditions and provisions thisAgreement shall govern.  This Agreementtogether with such other terms, conditions and provisions constitute the entireagreement between the parties hereto pertaining to the subject matter.  This Agreement may not be amended or modifiedin 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 provisionsof this Agreement shall take effect or be binding upon the party unless inwriting and signed by such party.  Unlessotherwise provided therein, such waiver shall not limit or affect the rights ofsuch party with respect to any other breach.

4.6                           FurtherAssurances

The parties hereto agree to execute and deliver such further and otherdocuments and perform and cause to be performed such further and other acts andthings

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**EXECUTIVEEMPLOYMENT AGREEMENT**

as may be necessary or desirable in order to give fulleffect to this Agreement and every part thereof.

4.7                           Severability

If any provision of this Agreement shall be held to be invalid, illegalor unenforceable, the validity, legality or enforceability of the remainingprovisions 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 theparties hereto and their respective heirs, legal personal representatives,successors and permitted assigns.

 

IN WITNESS WHEREOF the Corporation has hereunto affixed its corporateseal attested to by its duly authorized officers in that behalf and theExecutive has hereunto set his hand and seal as of the day and year first abovewritten.
|                                    | ** ** | **ENBRIDGE INC.** |
|------------------------------------|------------|-------------------|
| ** **                         | ** ** | ** **        |
|                               |       | Per:              |   |
|                               |       |              | Patrick D. Daniel |
|                               |       | Per:              |   |
| SIGNED, SEALED  AND                | )          |              |
| DELIVERED in the  presence of:     | )          |              |
|                               | )          |              |
|                               |       | )                 |   |
| WITNESS as to  the signature of J. | )          | J. Richard Bird   |
| Richard Bird                       | )          |              |
|                                    |            |                   |  |  |  |

 

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***ENBRIDGEINC.***

**EXECUTIVEEMPLOYMENT AGREEMENT**

**SCHEDULE A**

**Release**

KNOW ALL MEN BY THESE PRESENTS that I, J. Richard Bird, of the City ofCalgary, in the Province of Alberta, in consideration of the amounts providedin 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”) andfor other good and valuable consideration, inclusive of any statutory severanceor benefits in accordance with the Employment Standards Code (Alberta), thereceipt and sufficiency of which is hereby acknowledged, do for myself, myexecutors and assigns hereby remise, release and forever discharge theCorporation, its respective predecessors, successors and assigns, from allmanner of actions, causes of action, claims or demands, past, present orfuture, which against the Corporation, their respective predecessors,successors and assigns, I ever had, now have, or can, shall or may hereafterhave, by reason of or arising out of any cause, matter or thing whatsoever doneor admitted to be done, occurring or existing up to and inclusive of the day ofthese presents and in particular, without in any way restricting the generalityof the foregoing, in respect of all claims, past, present or future, directlyor indirectly related to or arising out of or in connection with myrelationship with the Corporation, its respective predecessors, successors andassigns, as an employee, officer or director, and the termination of myemployment from the Corporation, on                                                  ,200·.

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

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

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

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

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

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***ENBRIDGEINC.***

**EXECUTIVEEMPLOYMENT AGREEMENT**

IT IS HEREBY AGREED that, except as provided herein, the terms of theContract and of this Release will be kept confidential.  Subject to the following, no party heretoshall communicate any such terms to any third party under any circumstanceswhatsoever, although either party shall be at liberty to disclose to thirdparties that a mutually acceptable Release was agreed upon.  In addition, J. Richard Bird shall be permitted to disclose the terms of the Contractand this Release to his spouse, his tax and financial advisors, his legaladvisors and to make any disclosures of the terms of this Contract and thisRelease as may be required to allow him to comply with any applicable provisionof the law.  In such event,  J. Richard Bird shall require that hisspouse, his tax and financial advisors and his legal advisors shall execute theundertaking provided as Schedule “C” hereof prior to the disclosure of theterms of this Contract and this Release and shall advise the Corporation ofsuch disclosure and provide the Corporation with a copy of suchundertaking.  In the event of anydisclosure required by law, J. Richard Bird shall promptly advise theCorporation of the required disclosure. The invalidity and unenforceability of any provision of this Releaseshall not affect the validity or enforceability of any other provision of thisRelease, which shall remain in full force and effect.

I HEREBY DECLARE that I have read all of this Release, fully understandthe terms of this Release and voluntarily accept the consideration statedherein as the sole consideration for this Release for the purpose of making afull and final settlement with the Corporation. I further acknowledge and confirm that I have been given an adequateperiod of time to obtain independent legal counsel upon the meaning and thesignificance of the terms herein and the covenants mutually exchanged.

IN WITNESS WHEREOF, Ihave hereunto set my hand and seal this                  day of                                        A.D. 200·.
|         |   |            |   |   |
|---------|--------|-----------------|--------|--------|
| Witness |   | J. Richard Bird |

 

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***ENBRIDGEINC.***

**EXECUTIVEEMPLOYMENT AGREEMENT**

**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, inconsideration of the delivery by  J.Richard Bird (the “Executive”), of a Release dated the date hereof and forother good and valuable consideration, the receipt and sufficiency of which ishereby acknowledged, for itself and its respective successors and assigns,hereby remises, releases and forever discharges the Executive, his executorsand assigns from all manner of actions, causes of action, claims or demands,past, present or future, which against the Executive, his executors andassigns, the Corporation, its respective successors and assigns ever had, nowhave, or can, shall or may hereafter have, by reason of or arising out of anycause, matter or thing whatsoever done or admitted to be done, occurring orexisting 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 ofall claims, past, present or future, directly or indirectly related to orarising out of or in connection with the Corporation’s relationship with theExecutive, as an employee, director or officer of the Corporation.

AND FOR THE SAID CONSIDERATION the Corporation represents and warrantsthat 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 bythis Release, or with respect to which it agrees not to make any claim or takeany proceeding herein.  The invalidityand unenforceability of any provision of this Release shall not affect thevalidity or enforceability of any other provision of this Release, which shallremain 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 keptconfidential.  No party hereto shallcommunicate any such terms to any third party under any circumstanceswhatsoever, although either party shall be at liberty to disclose to thirdparties that a mutually acceptable Release was agreed upon.

IN WITNESS WHEREOF, the Corporation has duly executed and deliveredthis Release this                 day of                                                       A.D. 200·.
|        | ** ** | **ENBRIDGE INC.** |
|--------|------------|-------------------|
|   | ** ** | ** **        |
|   | ** ** | ** **        |
|   |       | Per:              |   |
|   |       |              |
|   |       | Per:              |   |

 

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***ENBRIDGEINC.***

**EXECUTIVEEMPLOYMENT AGREEMENT**

**SCHEDULEC**

**Undertaking**

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

[name]                  [address]

being the                                                                                                                                                                                        ,

[describerelationship to J. Richard Bird, e.g. spouse, tax, financial or legal advisor]

forgood and valuable consideration, the receipt of which I acknowledge, agree tokeep strictly confidential the terms and conditions of the Executive EmploymentAgreement dated as of April 14, 2003 made between Enbridge Inc. and J. RichardBird, and any Release thereof, all as may be disclosed to me by J. RichardBird.

I further acknowledge that I will make no usewhatsoever of the information comprising the terms and conditions of theExecutive Employment Agreement, except as may be required for the purposes ofmy providing advice and direction to J. Richard Bird in my aforesaid capacity.

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

 
|         |   |   |   |   |
|---------|--------|--------|--------|--------|
| Witness |   |   |

 

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