Exhibit 99.5

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LOGO

ENBRIDGE INC.ANNUAL INFORMATION FORM

FOR THE YEAR ENDED DECEMBER 31, 2008

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February 19, 2009

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TABLE OF CONTENTS

|                                                                |  | Page | 
|--------------------------------------------------------------- |  | ---- | 
|                                                                |  |      | 
|Glossary                                                        |  | 1    | 
|Presentation of Information                                     |  | 2    | 
|Forward-Looking Information                                     |  | 2    | 
|Corporate Structure                                             |  | 3    | 
|Description of the Business                                     |  | 4    | 
|General Development of the Business                             |  | 6    | 
|Liquids Pipelines                                               |  | 7    | 
|Gas Pipelines                                                   |  | 11   | 
|Gas Distribution and Services                                   |  | 12   | 
|Sponsored Investments                                           |  | 17   | 
|International                                                   |  | 17   | 
|Corporate                                                       |  | 18   | 
|General                                                         |  | 18   | 
|Corporate Social Responsibility                                 |  | 18   | 
|Risk Factors                                                    |  | 20   | 
|Dividends                                                       |  | 21   | 
|Description of Capital Structure                                |  | 21   | 
|Market for Securities                                           |  | 23   | 
|Credit Facilities                                               |  | 25   | 
|Directors and Officers                                          |  | 25   | 
|Audit, Finance & Risk Committee                                 |  | 28   | 
|Legal Proceedings                                               |  | 30   | 
|Interest of Management and Others in Material Transactions      |  | 30   | 
|Registrar and Transfer Agent                                    |  | 30   | 
|Material Contracts                                              |  | 31   | 
|Interests of Experts                                            |  | 31   | 
|Additional Information                                          |  | 31   | 
|Appendix A  Audit, Finance & Risk Committee Terms of Reference |  | 33   | 

ANNUAL INFORMATION FORMENBRIDGE INC.

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GLOSSARY

|Adjusted earnings |  | Earnings applicable to common shareholders adjusted for non-operating factors                                                                                                                                                                       
|----------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|AFR Committee     |  | Audit, Finance & Risk Committee                                                                                                                                                                                                                     
|AIF               |  | Annual Information Form                                                                                                                                                                                                                             
|bpd               |  | Barrels per day                                                                                                                                                                                                                                     
|bcf/d             |  | Billion cubic feet per day                                                                                                                                                                                                                          
|CAPP              |  | Canadian Association of Petroleum Producers                                                                                                                                                                                                         
|CITCol            |  | CIT Colombiana S.A.  100% owned company that provides technical and management services in connection with the operation of the OCENSA pipeline                                                                                                    
|CLH               |  | Compañía Logística de Hidrocarburos CLH, S.A                                                                                                                                                                                                        
|CSR               |  | Corporate Social Responsibility                                                                                                                                                                                                                     
|EEM               |  | Enbridge Energy Management, L.L.C.  Enbridge has a 17.2% investment in EEM, which owns 100% of EEP's i-units                                                                                                                                       
|EEP               |  | Enbridge Energy Partners, L.P.  Enbridge has a 27.0% ownership interest in EEP, which owns and operates crude oil and liquid petroleum transmission pipeline systems, natural gas gathering and related facilities and marketing
assets in the U.S.
|EGD               |  | Enbridge Gas Distribution Inc.  100% owned natural gas distribution utility serving customers in its franchise areas of Central and Eastern Ontario, including the City of Toronto and surrounding areas                                           
|EGNB              |  | Enbridge Gas New Brunswick Inc.  Enbridge owns 70.8% of this natural gas distribution utility                                                                                                                                                      
|EIF               |  | Enbridge Income Fund  Enbridge has a 41.9% ownership interest in this publicly traded income fund                                                                                                                                                  
|FERC              |  | Federal Energy Regulatory Commission                                                                                                                                                                                                                
|GHG               |  | Greenhouse gases                                                                                                                                                                                                                                    
|IR                |  | Incentive Regulation (applicable to EGD)                                                                                                                                                                                                            
|ITS               |  | Incentive Tolling Settlement on the Enbridge mainline system                                                                                                                                                                                        
|MD&A              |  | Management's Discussion and Analysis                                                                                                                                                                                                                
|mmcf              |  | Million cubic feet                                                                                                                                                                                                                                  
|mmcf/d            |  | Million cubic feet per day                                                                                                                                                                                                                          
|MTNs              |  | Medium-term notes                                                                                                                                                                                                                                   
|NEB               |  | National Energy Board                                                                                                                                                                                                                               
|NGLs              |  | Natural gas liquids                                                                                                                                                                                                                                 
|OCENSA            |  | Oleoducto Central S.A.  Enbridge owns 24.7% of this Colombian crude oil pipeline                                                                                                                                                                   
|OEB               |  | Ontario Energy Board                                                                                                                                                                                                                                
|Offshore          |  | Enbridge Offshore Pipelines  Enbridge has interests ranging from 22% to 100% in these underwater pipelines in the Gulf of Mexico                                                                                                                   
|PwC               |  | PricewaterhouseCoopers  the Company's external auditors                                                                                                                                                                                            
|SEP               |  | System Expansion Project                                                                                                                                                                                                                            
|U.S.              |  | United States                                                                                                                                                                                                                                       
|Year End          |  | December 31, 2008                                                                                                                                                                                                                                   

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PRESENTATION OF INFORMATION

Unless otherwise noted, the information contained in this Annual Information Form (AIF) for Enbridge Inc. (Enbridge or the Company) is given at or for
the year ended December 31, 2008 (Year End). Amounts are expressed in Canadian dollars unless otherwise indicated. Financial information is presented in accordance with Canadian generally
accepted accounting principles (GAAP).

Enbridge's
Management's Discussion and Analysis (MD&A), dated February 19, 2009, and Enbridge's Audited Consolidated Financial Statements, dated February 19, 2009, as at and for the year
ended December 31, 2008 are incorporated by reference into this AIF and can be found on SEDAR at www.sedar.com.

METRIC CONVERSION TABLE

The conversion factors set out below are approximate factors. To convert from Metric to Imperial multiply by the factor indicated. To convert from Imperial to
Metric divide by the factor indicated.

|Metric                             |  | Imperial                      |  | Factor  | 
|---------------------------------- |  | ----------------------------- |  | ------- | 
|                                  
|Cubic metre of liquid hydrocarbons |  | Barrel of liquid hydrocarbons |  | 6.29    | 
|Cubic metre kilometre              |  | Barrel mile                   |  | 3.91    | 
|Cubic metre of natural gas         |  | Cubic feet of natural gas     |  | 35.3145 | 
|                                  

The annual capacities noted throughout this AIF take into account estimated crude receipt and delivery patterns and ongoing pipeline maintenance and reflect
achievable pipeline capacity over long periods of time.

FORWARD-LOOKING INFORMATION

Forward-looking information, or forward-looking statements, have been included in this AIF to provide Enbridge shareholders and
potential investors with information about the Company and its subsidiaries, including management's assessment of Enbridge's and its subsidiaries' future plans and operations. This information may not
be appropriate for other purposes. Forward-looking statements are typically identified by words such as "anticipate", "expect", "project", "estimate", "forecast", "plan", "intend", "target", "believe"
and similar words suggesting future outcomes or statements regarding an outlook. Although Enbridge believes that these forward-looking statements are reasonable based on the information available on
the date such statements are made and processes used to prepare the information, such statements are not guarantees of future performance and readers are cautioned against placing undue reliance on
forward-looking statements. By their nature, these statements involve a variety of assumptions, known and unknown risks and uncertainties and other factors, which may cause actual results, levels of
activity and achievements to differ materially from those expressed or implied by such statements. Material assumptions include assumptions about: the expected supply and demand for crude oil, natural
gas and natural gas liquids; prices of crude oil, natural gas and natural gas liquids; expected exchange rates; inflation; interest rates; the availability and price of labour and pipeline
construction materials; operational reliability; anticipated in-service dates and weather.

Enbridge's forward-looking statements are subject to risks and uncertainties pertaining to operating performance, regulatory parameters, weather, economic conditions, exchange
rates, interest rates and commodity prices, including but not limited to those risks and uncertainties discussed in this AIF and in the Company's other filings with Canadian and United States
securities regulators. The impact of any one risk, uncertainty or factor on a particular forward-looking statement is not determinable with certainty as these are interdependent and Enbridge's future
course of action depends on management's assessment of all information available at the relevant time. Except to the extent required by law, Enbridge assumes no obligation to publicly update or revise
any forward-looking statements made in this AIF or otherwise, whether as a result of new information, future events or otherwise. All subsequent forward-looking statements, whether written or oral,
attributable to Enbridge or persons acting on the Company's behalf, are expressly qualified in their entirety by these cautionary statements.

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CORPORATE STRUCTURE

INCORPORATION

Enbridge's head office and registered office are located at 3000, 425 - 1st Street SW, Calgary, Alberta,
T2P 3L8. Enbridge is a Canadian public company. Significant dates and events are set forth below.

|Date              |  | Event                                                                                                                                                                                                             
|----------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                 
|April 13, 1970    |  | Incorporated under the Companies Act of the Northwest Territories as Gallery Holdings Ltd.                                                                                                                        
|December 15, 1987 |  | Continued under the Canada Business Corporations Act under the name 159569 Canada Ltd.                                                                                                                            
|May 5, 1994       |  | Articles of Amendment to (i) change the name to IPL Energy Inc. (French version  IPL Energie Inc.); and (ii) change the registered office to Calgary, Alberta.                                                   
|October 7, 1998   |  | Articles of Amendment to change the name of the Company to Enbridge Inc.                                                                                                                                          
|April 29, 1999    |  | Articles of Amendment to (i) divide each issued and outstanding common share on a two for one basis; and (ii) provide the Board of Directors with a process to add directors between meetings of the
shareholders.
|May 5, 2005       |  | Articles of Amendment to divide each issued and outstanding common share on a two for one basis.                                                                                                                  
|                 

SUBSIDIARIES

The following organization chart presents the name and the jurisdiction of incorporation of Enbridge's material subsidiaries as at December 31, 2008.
Unless otherwise noted, each subsidiary listed below is 100% owned by the Company. Each of these subsidiaries had total assets that exceeded 10% of the total consolidated assets of Enbridge or
revenues that exceeded 10% of the total consolidated revenues of Enbridge as at and for the year ended December 31, 2008.

GRAPHIC

The chart above does not include all of the subsidiaries of Enbridge. The assets and revenues of excluded subsidiaries in the aggregate did not exceed 20% of
the total consolidated assets or total consolidated revenues of Enbridge as at and for the year ended December 31, 2008.

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DESCRIPTION OF THE BUSINESS

Enbridge's primary business activities are the transportation and distribution of crude oil and natural gas. Enbridge conducts its business through five
operating segments: Liquids Pipelines, Gas Pipelines, Gas Distribution and Services, Sponsored Investments and International.



Each
business segment's contribution to earnings and revenues is as follows:

|                              |  | 2008    |  | 2007     |   | 2006
|----------------------------- |  | ------- |  | -------- | - | ----
|                              |  | Revenue |  | Earnings |   |     
|                             
|Liquids Pipelines             |  | 7.3%    |  | 24.8%    |   |     
|Gas Pipelines                 |  | 2.2%    |  | 3.7%     |   |     
|Gas Distribution and Services |  | 88.5%   |  | 22.8%    |   |     
|Sponsored Investments         |  | 1.8%    |  | 8.5%     |   |     
|International                 |  | 0.1%    |  | 46.0%    |   |     
|Corporate                     |  | 0.1%    |  | (5.8%    | ) |     
|                             

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The following map includes the Company's operations:



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GENERAL DEVELOPMENT OF THE BUSINESS

Enbridge's 2008 Strategic Plan includes four corporate strategies that support the Company's vision of becoming North America's leading energy delivery company
and its ability to deliver superior shareholder value. The corporate strategies are to (1) expand existing core businesses; (2) develop new platforms for longer-term growth;
(3) focus on operations; and (4) mitigate and manage execution risk. The first strategy will be achieved primarily through organic based growth within the Company's core businesses and
the second strategy includes making investments that are closely aligned with and support the core businesses.

The
last four years have seen increasing development and production from the Canadian oil sands and increasing demand for Canadian crude oil in the U.S. Historically, Canada has been the third
largest supplier of crude oil to the U.S.; however, for the past five years, Canada has surpassed both Mexico and Saudi Arabia to become the largest crude oil exporter to the U.S. The growth in
supply from Canada comes primarily from the Canadian oil sands. The Company has responded to these changing supply and demand fundamentals by proposing a number of new liquids pipelines and expansions
to existing pipelines delivering crude oil from Canada to the United States.

In
May 2008, the Company completed the Waupisoo Pipeline and it began shipping crude oil to Edmonton, Alberta in September 2008. Enbridge is also expanding its mainline capacity between
Edmonton and the Chicago, Illinois area. The Southern Access Expansion is expected to add a total of 400,000 barrels per day (bpd) incremental capacity, including the U.S. portion of
this project being undertaken by the Company's affiliate, EEP. In the United States, the first stage of the expansion completed in 2008 added capacity of approximately 190,000 bpd.
Construction of the second stage of the expansion project is on schedule for completion in the first quarter of 2009.

The
Company's Southern Lights Pipeline will transport diluent from Chicago, Illinois to Edmonton, Alberta. This diluent supply is required as a result of the increasing heavy oil production in
Alberta. Southern Lights Pipeline is expected to be in service in late 2010. The Gateway Project, in the planning stage, includes both a condensate import pipeline and a petroleum export pipeline. The
condensate line, with an initial capacity of 193,000 bpd, would transport diluent to the Edmonton area from Kitimat, British Columbia. The 36-inch diameter petroleum export line
would have an initial capacity of 525,000 bpd and would transport crude oil from the Edmonton area to Kitimat.

Expanding
market access for Canadian crude oil is another key component of the Company's strategy. Access to a number of different markets allows shippers to obtain the best price for their crude oil.
One example is the Southern Access Extension Project, which would extend the mainline from Flanagan to Patoka, Illinois. The United States Gulf Coast Joint Initiative with BP Pipelines (North
America) Inc. and the Texas Access Pipeline with Exxon Mobil are two proposals under development to transport crude oil sourced from the Canadian oil sands region in Alberta and from the upper
U.S. Midwest to the Texas Gulf Coast.

As
a result of interest by producers in contract terminals, the Company is increasing its investment in tankage projects. These projects include upstream terminals at or near Hardisty and Fort
Saskatchewan, Alberta and downstream terminals at Flanagan, Illinois, Patoka, Illinois and Cushing, Oklahoma. As well, significant additions to the capacity of the common carrier mainline terminals at
Edmonton, Alberta, Superior, Wisconsin and the Chicago, Illinois area are underway.

The
Company's MD&A for the year ended December 31, 2008 includes further details on each of these projects as well as other projects Enbridge is currently undertaking.

The
business environment of Enbridge Gas Distribution (EGD), the primary component of the Gas Distribution and Services segment, is affected by the regulatory framework in Ontario, weather, the demand
for natural gas and residential customer growth. Between 2003 and 2007, EGD's rates had been based on a cost of service methodology under which rates were set to recover costs incurred plus an
approved return on equity. In 2006, the Ontario Energy Board (OEB) announced its intention to regulate natural gas distribution utilities under an incentive regulation (IR) mechanism starting in 2008

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for
a five-year term. Under this framework, rate-regulated companies have the opportunity to improve their returns through productivity improvements and revenue growth. EGD
filed its 2008 rate application under IR in August 2007, and its Settlement Agreement filed with the OEB on January 28, 2008 was approved on February 11, 2008. Although demand for
natural gas continues to decline as customers adopt energy efficient technologies, declining demand is offset by growth in residential customers. EGD continues to add approximately 40,000 new
customers each year and these trends are expected to continue. Further details on IR can be found under the sub-heading "Incentive Regulation" in the Gas Distribution and Services section
of the AIF.

LIQUIDS PIPELINES

Liquids Pipelines consists of crude oil, natural gas liquids (NGLs) and refined products pipelines in Canada and the United States.

ENBRIDGE SYSTEM

The mainline system is comprised of the Enbridge System and the Lakehead System (the portion of the mainline in the U.S. that is owned by EEP and
operated by Enbridge). The Enbridge System transports over 95 different grades of crude oil from Western Canada to the Midwest region of the U.S. and Eastern Canada and serves all major
refining centres in Ontario. Shipments delivered to the Enbridge System originate in conventional oilfields and oil sands in Alberta, Saskatchewan, Manitoba, British Columbia and the Northwest
Territories. These pipelines connect with the Enbridge System at two receiving points in Alberta, two in Saskatchewan and one in Manitoba. In addition, the Enbridge System receives offshore crude oil
through connecting pipelines at Montréal, Québec.

The
Enbridge System consists of the following segments, with the total length of pipeline right-of-way being approximately 2,300 kilometres (1,429 miles):



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The
following table sets forth the information related to deliveries and other distance-related operating data of the Enbridge System for each of the years in the three-year period ended
December 31, 2008.

|(thousands of barrels per day) |                            | 2008  |     | 2007  |     | 2006  |    
|------------------------------ | -------------------------- | ----- | --- | ----- | --- | ----- | ---
|                              
|Prairie Provinces              |                            |       |     |       |     |       |    
|                               | Light crude oil            |       | 161 |       | 173 |       | 190
|                               | Medium and heavy crude oil |       | 142 |       | 142 |       | 138
|                               | Refined products           |       | 69  |       | 81  |       | 79 
|                              
|                               |                            | 372   |     | 396   |     | 407   |    
|                              
|United States                  |                            |       |     |       |     |       |    
|                               | Light crude oil            |       | 316 |       | 282 |       | 276
|                               | Medium and heavy crude oil |       | 875 |       | 852 |       | 871
|                               | Refined products           |       | 3   |       | 4   |       | 4  
|                              
|                               |                            | 1,194 |     | 1,138 |     | 1,151 |    
|                              
|Ontario1                       |                            |       |     |       |     |       |    
|                               | Light crude oil            |       | 294 |       | 314 |       | 302
|                               | Medium and heavy crude oil |       | 81  |       | 62  |       | 63 
|                               | Refined products           |       | 89  |       | 95  |       | 90 
|                              
|                               |                            | 464   |     | 471   |     | 455   |    
|                              
|Total Deliveries               |                            | 2,030 |     | 2,005 |     | 2,013 |    
|                              
|Barrel Miles(billions)         |                            | 397   |     | 391   |     | 388   |    
|Average Haul(miles)            |                            | 534   |     | 534   |     | 529   |    
|                              

Incentive Tolling

Tolls on Enbridge System are governed by various agreements, which are subject to the approval of the NEB. The NEB's jurisdiction over the Enbridge System
includes statutory authority over matters such as construction, rates and ratemaking agreements and other contractual arrangements with customers. Significant agreements include the incentive tolling
settlement (ITS) applicable to the Enbridge mainline system (excluding Line 8 and Line 9), the Terrace agreement, the SEP II Risk Sharing Agreement and the Southern Access Expansion Agreement
which is recovered via the Mainline Expansion Toll (MET). Tolls on the core mainline system have been governed by incentive tolling settlements since 1995, with the current ITS term being effective
through 2009.

The
ITS allows the sharing of earnings in excess of a stipulated threshold and provides a fixed annual mainline integrity allowance. In addition, performance metrics were added to the current ITS to
further align the Company's interests with its shippers. The Company has the opportunity to increase earnings by achieving performance targets and may incur penalties if performance falls short of
specified thresholds.

Enbridge
achieved total metrics bonuses of approximately $15 million for the year ended December 31, 2008 compared with approximately $11 million and $10 million for the
years ended December 31, 2007 and 2006, respectively.

In
conjunction with the Terrace Agreement, the ITS continues the throughput protection provisions included in earlier incentive tolling arrangements, ensuring the Company is insulated from volume
fluctuations beyond its control. The agreements govern both current and future shippers on the pipeline and establish tolls each year based on an agreed capacity and an allowed revenue requirement.
Where actual volumes on the pipeline fall short of the agreed capacity and Enbridge is unable to fully collect its annual revenue requirement, the deficiency is rolled into the subsequent year's tolls
for collection from shippers at that time and a receivable, referred to as the Transportation Revenue Variance (TRV), is

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recognized.
This basis may affect the timing of recognition of revenues compared with that otherwise expected under GAAP for companies that are not rate-regulated.

Enbridge
pays taxes each year only on the tolls collected in cash; therefore, the tax payable on the TRV lags behind the recognition of the revenue. As the Terrace capacity is increasingly utilized,
there will be less TRV recorded and more cash tolls collected. This will result in the Company paying taxes in future years on both the prior year's TRV and the current year's cash tolls.

Terrace Agreement

As part of the Terrace Agreement, Enbridge, EEP and CAPP agreed to a fixed toll surcharge of $0.05 per barrel for the movement of light crude from Edmonton to
the Chicago area. This toll surcharge commenced on April 1, 1999, when Terrace Phase I was completed. The incremental toll is allocated between Enbridge and EEP. Revenue related to
unused capacity in Canada under the Terrace Agreement is incorporated in tolls in the following year.

SEP II Risk Sharing Agreement

Enbridge, EEP and CAPP entered into a Risk Sharing Agreement, effective for 15 years, with respect to SEP II, a 100,000 bpd expansion
completed in 1998. The Risk Sharing Agreement provides that the rate of return on the SEP II investment will be based, in part, on the utilization level of the additional capacity constructed.
Higher utilization is expected to result in a greater return, subject to a minimum and maximum rate of return of 7.5% and 15.0%, respectively. During 2008, Enbridge and EEP earned a rate of return of
11.71% (2007  11.46%; 2006  7.5%) on SEP II.

Southern Access Expansion Agreement

In December 2007, Enbridge and CAPP entered into the Southern Access Expansion Agreement for a term of 30 years for additional facilities which
were added to the Mainline system from 2006 to 2008. The costs of these facilities were recovered through the MET.

OTHER LIQUIDS PIPELINES AND SYSTEMS

Athabasca System

The Athabasca System, includes two long haul pipelines, the Athabasca Pipeline and the Waupisoo Pipeline, as well as a variety of other facilities including the
MacKay River, Christina Lake, Surmont and Long Lake facilities. It also includes the Company's interest in the Hardisty Caverns Limited Partnership, which provides crude oil tankage services, and two
large terminals  the Athabasca Terminal located north of Fort McMurray, Alberta and the Cheecham Terminal which is a new hub located 95 kilometres south
of Fort McMurray where the Waupisoo pipeline initiates.

The
Athabasca Pipeline is a 540-kilometre (335-mile) synthetic and heavy oil pipeline, built in 1999, that links the Athabasca oil sands in the Fort McMurray, Alberta region to
a pipeline hub at Hardisty, Alberta. The Athabasca Pipeline has an ultimate design capacity of approximately 570,000 and is currently configured to transport approximately 390,000 bpd.

The
Company has a long-term (30-year) take-or-pay contract with the major shipper on the Athabasca Pipeline, which commenced in 1999. Revenue is
recorded based on the contract terms negotiated with the major shipper, rather than the cash tolls collected. The contract provides for volumes and tolls that will achieve an underpinning return on
equity, based on an assumed debt/equity ratio and level of operating costs. The committed volumes and the tolls specified in the contract do not generate sufficient cash revenues in the early years to
compensate Enbridge for the debt and equity returns as well as the cost of providing service; therefore, Enbridge is recording a receivable in these years. This treatment ensures that the revenue
recognized each period is in accordance with the contract. This receivable is contractually guaranteed by the shipper and will be collected in the later years of the contract.

The
Waupisoo Pipeline is a 380-kilometre (236-mile) synthetic and heavy oil pipeline that entered into service on May 31, 2008 and provides access to the Edmonton market
for oil sands producers. The Waupisoo Pipeline initiates at Enbridge's Cheecham Terminal and terminates at its Edmonton Mainline

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Terminal.
The pipeline is currently configured to transport 350,000 bpd, but is ultimately rated for a design capacity of 600,000 bpd, providing Enbridge with opportunities for economic
expansion achieved through the addition of pump stations to the line.

Enbridge
has a long-term (25-year) take-or-pay commitment with the four founding shippers on the pipeline who collectively have contracted for
approximately one-third of the initial capacity on the line. The associated revenues provide for a modest return on equity with significant upside potential as incremental founder and
third party volumes are added.

Spearhead Pipeline

The Spearhead Pipeline commenced delivery of crude oil from Chicago, Illinois to Cushing, Oklahoma in March 2006. The performance of this
125,000 bpd pipeline has continued to surpass Enbridge's expectations and, with the support of shippers, the Spearhead Pipeline Expansion is underway to increase capacity to 193,000 bpd.

Olympic Pipeline

In February 2006, Enbridge acquired a 65% interest in the Olympic Pipeline, which is the largest refined products pipeline in the State of Washington,
transporting approximately 290,000 bpd of gasoline, diesel and jet fuel. The pipeline system extends approximately 480 kilometres (300 miles) from Blaine, Washington to Portland,
Oregon, connecting four Puget Sound refineries to terminals in Washington and Portland. BP Pipelines (North America) Inc. is the operator of the pipeline system.

Southern Lights Pipeline

This pipeline received regulatory approval in Canada in the first quarter of 2008 and is currently under construction in both the United States and
Canada. Upon completion, the 180,000 bpd, 20-inch diameter Southern Lights Pipeline will transport diluent from Chicago, Illinois to Edmonton, Alberta.

Feeder Pipelines and Other

Feeder Pipelines and Other primarily includes the NW System, which transports crude oil from Norman Wells in the Northwest Territories to Zama, Alberta;
interests in a number of liquids pipelines in the United States; liquid tankage facilities; and business development costs related to Liquids Pipelines activities.

COMPETITIVE CONDITIONS

Competition among pipelines is based primarily on the cost of transportation, access to supply, the quality and reliability of service, contract carrier
alternatives and proximity to markets. Other common carriers are available to producers to ship western Canadian liquids hydrocarbons to markets in either Canada or the United States.
Competition could also arise from pipeline proposals that may provide access to market areas currently served by the Company's liquids pipelines. One such competitor is the Keystone Project sponsored
by TransCanada Corporation to ship western Canadian crude oil into PADD II starting in 2009. The Company believes that its liquids pipelines are serving larger markets and provide attractive options
to producers in the WCSB due to their competitive tolls and multiple delivery and storage points. Also, shippers are not required to enter into long-term shipping commitments on Enbridge's
mainline system. The Company's existing right-of-way provides a competitive advantage as it can be difficult and costly to obtain new rights of way for new pipelines. The ITS
and the Terrace Agreement on the Enbridge System provide throughput protection which insulates the Company from negative volume fluctuations beyond its control. The Lakehead System, owned by EEP, has
no similar throughput protection on its existing system but will on the Southern Access and Alberta Clipper expansions.

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GAS PIPELINES

Gas Pipelines activities consist of investments in Alliance Pipeline US, Vector Pipeline and Enbridge Offshore Pipelines. Enbridge has joint control over these
investments with one or more other owners. Enbridge owns a 50% interest in the U.S. portion of the Alliance System, a 60% interest in Vector Pipeline and interests ranging from 22% to 100% in
the pipelines comprising Offshore.

ALLIANCE PIPELINE US

The Alliance System (Alliance), which includes both the Canadian and U.S. portions of the pipeline system, consists of an approximately
3,000-kilometre (1,875-mile) integrated, high-pressure natural gas transmission pipeline system and an approximately 730-kilometre
(455-mile) lateral pipeline system and related infrastructure. Alliance transports liquids-rich natural gas from northeast British Columbia and northwest Alberta to Channahon,
Illinois. The pipeline has firm service shipping contract capacity to deliver 1.325 billion cubic feet per day (bcf/d). EIF, described under Sponsored Investments, owns 50% of the
Canadian portion of the Alliance System.

Alliance
connects with Aux Sable, a natural gas liquids extraction facility in Channahon, Illinois. The natural gas may then be transported to two local natural gas distribution systems in the Chicago
area and five interstate natural gas pipelines, providing shippers with access to natural gas markets in the Midwestern and Northeastern United States and Eastern Canada. Enbridge owns 42.7% of
Aux Sable and its results are included under Gas Distribution and Services.

Alliance
has long-term, take-or-pay contracts through 2015 to transport 1.305 bcf/d of natural gas or 98.5% of the total contracted capacity. Alliance has an
additional 20 million cubic feet per day (mmcf/d) of natural gas contracted through 2010. These contracts permit Alliance to recover the cost of service, which includes operating and
maintenance costs, the cost of financing, an allowance for income tax, an annual allowance for depreciation and an allowed return on equity. Each long-term contract may be renewed upon
five years notice for successive one-year terms beyond the original 15-year primary term. Alliance Pipeline US operations are regulated by the FERC.

VECTOR PIPELINE

The Company provides operating services to, and holds a 60% joint venture interest in, Vector Pipeline, which transports natural gas from Chicago to Dawn,
Ontario. Vector Pipeline has the capacity to deliver a nominal 1.2 bcf/d and is operating at or near capacity.

Vector
Pipeline's primary sources of supply are through interconnections with the Alliance System and the Northern Border Pipeline in Joliet, Illinois. Approximately 58% of the long haul capacity of
Vector Pipeline is committed to long-term, 15-year firm transportation contracts at rates negotiated with the shippers and approved by the FERC. The remaining capacity is sold
at market rates and at various term lengths. Transportation service is provided through a number of different forms of service agreements such as Firm Transportation Service and Interruptible
Transportation Service.

ENBRIDGE OFFSHORE PIPELINES

Enbridge Offshore Pipelines is comprised of 11 natural gas gathering and FERC-regulated transmission pipelines in five major corridors in the
Gulf of Mexico, extending to deepwater frontiers. These pipelines include almost 1,500 miles (2,400 kilometres) of underwater pipe and onshore facilities and transported approximately
1.7 bcf/d during 2008.

The
primary shippers on the Offshore systems are producers who execute life-of-lease commitments in connection with transmission and gathering service contracts. In exchange,
Offshore provides firm capacity for the contract term at an agreed upon rate. The throughput volume generally reflects the lease's maximum sustainable production. The transportation contracts allow
the shippers to define a maximum daily quantity (MDQ), which corresponds with the expected production life. The contracts typically have minimum throughput volumes which are subject to
take-or-pay criteria but also provide the shippers with flexibility given advance notice criteria to modify the projected MDQ schedule to match current deliverability
expectations.

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Increasingly,
and reflecting recent setbacks from hurricanes, transportation contracts are beginning to reflect hurricane allowances to cover increased operating and repair costs.

The
long-term transport rates established in the gathering and transmission service agreements are generally market-based but are established using a cost of service methodology, which
includes operating cost, projected revenue generation directly tied to production deliverability and the appropriate cost of capital.

COMPETITIVE CONDITIONS

Alliance Pipeline US faces competition for pipeline transportation services to the Chicago area from both existing and proposed pipeline projects. Competing
pipelines provide natural gas transportation services from the WCSB to distribution systems in the midwestern United States. In addition, there are several proposals to upgrade existing
pipelines serving these markets. Any new or upgraded pipelines could either allow shippers greater access to natural gas markets or offer natural gas transportation services that are more desirable
than those provided by the Alliance System. Shippers on Alliance Pipeline US have access to additional high compression
delivery capacity at no additional cost, other than fuel requirements, serving to enhance Alliance Pipeline US' competitive position.

Vector
Pipeline faces competition for pipeline transportation services to its delivery points from new or upgraded pipelines, which could offer transportation that is more desirable to shippers
because of cost, supply location, facilities or other factors. Vector Pipeline has mitigated this risk by entering into long-term firm transportation contracts for approximately 58% of its
capacity and medium-term contracts for the remaining capacity. These long-term firm contracts provide for additional compensation to Vector Pipeline if shippers do not extend
their contracts beyond the initial term. The effectiveness of these mitigating factors is evidenced by the increased utilization of the pipeline since its construction, despite the presence of
transportation alternatives.

There
is competition for new and existing business in the Gulf of Mexico. Offshore has been able to capture key opportunities, positioning it to more fully utilize existing capacity. Offshore serves a
majority of the strategically located deepwater host platforms and its extensive presence in the deepwater Gulf of Mexico has Offshore well positioned to generate incremental revenues, with modest
capital investment, by transporting production from sub-sea development of smaller fields tied back to existing host platforms. Offshore is also able to construct pipelines to transport
crude oil, diversifying the risk of declining production, as demonstrated with the newly constructed Neptune crude oil lateral. Given rates of decline, Offshore pipelines typically have available
capacity resulting in significant and aggressive competition for new developments in the Gulf of Mexico.

GAS DISTRIBUTION AND SERVICES

Gas Distribution and Services consists of gas utility operations which serve residential, commercial, industrial and transportation customers, primarily in
central and eastern Ontario, the most significant being EGD. It also includes natural gas distribution activities in Quebec, New Brunswick and New York State, the Company's investment in
Aux Sable, a natural gas fractionation and extraction business, and the Company's Energy Services businesses.

ENBRIDGE GAS DISTRIBUTION

EGD is Canada's largest natural gas distribution company and has been in operation for more than 160 years. It serves approximately 1.9 million
customers in central and eastern Ontario, southwestern Quebec and parts of northern New York State. EGD's utility operations are regulated by the Ontario Energy Board (OEB) and by the
New York State Public Service Commission.

There
are four principal interrelated aspects of the natural gas distribution business in which EGD is directly involved: Distribution Service, Gas Supply, Transportation and Storage.

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Distribution Service

EGD's principal source of revenue is from distribution of natural gas to customers. The services provided to residential, small commercial and industrial
heating customers are primarily on a general service basis (without a specific fixed term or fixed price contract). The services provided to larger commercial and industrial customers are usually on
an annual contract basis.

Gas Supply

To acquire the necessary volume of gas to service its customers, EGD maintains a diversified gas supply portfolio. During the year ended December 31,
2008, EGD acquired approximately 194.2 bcf (2007  184.9 bcf; 2006  156.9 bcf) of natural gas, of
which 27.2% (2007  21.6%; 2006  23.8%) was acquired from Western Canadian producers, 45.6%
(2007  47.3%; 2006  53.8%) was acquired from suppliers in Chicago and 27.2%
(2007  31.1%; 2006  22.4%) was acquired on a delivered basis in Ontario.

Transportation

TransCanada Pipelines Ltd. (TransCanada) transports approximately 61.1% or 268.4 bcf of the annual natural gas supply requirements of the
Company's customers. EGD has transportation service contracts with TransCanada for a portion of this requirement.

EGD
relies on its long-term contracts with Union Gas Limited (Union) for transportation of gas from Dawn to EGD's major market in the Greater Toronto Area. The contracts effectively
provide EGD with access to United States sourced natural gas at Dawn by the Vector Pipeline. The contracts also provide transportation for natural gas stored at EGD's and Union's storage pools
in the Sarnia, Ontario area to the market area.

Storage

The business of EGD is highly seasonal as daily market demand for gas fluctuates with changes in weather, with peak consumption occurring in the winter months.
Utilization of storage facilities permits EGD to take delivery of gas on favourable terms during off-peak summer periods for subsequent use during the winter heating season. This practice
permits EGD to minimize the annual cost of transportation of gas from western Canada, assists in reducing its overall cost of gas supply and adds a measure of security in the event of
short-term interruption of transportation of gas from western Canada to EGD's franchise area.

EGD's
principal storage facilities are located in south-western Ontario, near Dawn, and have a total working capacity of approximately 102.4 bcf.

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Historical Operating Statistics

The following tables present certain statistics relating to the past three years of operations of EGD:

|                                                          |                                  | 2008      |           | 2007      |           | 2006      |           |  
|--------------------------------------------------------- | -------------------------------- | --------- | --------- | --------- | --------- | --------- | --------- | -
|                                                         
|Gas supply and send out(million cubic feet (mmcf))        |                                  |           |           |           |           |           |           |  
|                                                          | Natural gas purchased            |           | 193,315   |           | 184,850   |           | 156,850   |  
|                                                          | Gas into storage                 |           | (100,019  | )         | (102,327  | )         | (75,224   | )
|                                                          | Gas out of storage               |           | 97,719    |           | 104,955   |           | 74,602    |  
|                                                         
|                                                          | Total gas sendout                |           | 191,015   |           | 187,478   |           | 156,228   |  
|                                                          | Transportation of gas            |           | 246,170   |           | 255,635   |           | 250,445   |  
|                                                         
|                                                          |                                  | 437,185   |           | 443,113   |           | 406,673   |           |  
|                                                         
|Gas sales to customers(mmcf)                              |                                  | 188,780   |           | 179,899   |           | 159,503   |           |  
|Transportation of gas                                     |                                  | 243,878   |           | 259,830   |           | 248,389   |           |  
|                                                         
|Total sales                                               |                                  | 432,658   |           | 439,729   |           | 407,892   |           |  
|                                                         
|                                                          | Used by EGD                      |           | 148       |           | 120       |           | 141       |  
|                                                          | Other volumetric variations      |           | 4,379     |           | 3,264     |           | (1,360    | )
|                                                         
|                                                          |                                  | 437,185   |           | 443,113   |           | 406,673   |           |  
|                                                         
|Average daily sendout(mmcf)                               |                                  | 1,197     |           | 1,215     |           | 1,109     |           |  
|Average use per residential customer(thousand cubic feet) |                                  | 97        |           | 99        |           | 93        |           |  
|Degree day deficiency 1                                   |                                  |           |           |           |           |           |           |  
|                                                          | Actual                           |           | 3,802     |           | 3,659     |           | 3,355     |  
|                                                          | Forecast based on normal weather |           | 3,543     |           | 3,617     |           | 3,745     |  
|                                                         
|Number of active customers at year end 2                  |                                  |           |           |           |           |           |           |  
|                                                          | Residential                      |           | 1,114,878 |           | 1,062,008 |           | 1,007,058 |  
|                                                          | Commercial                       |           | 105,056   |           | 97,988    |           | 92,053    |  
|                                                          | Industrial                       |           | 3,912     |           | 3,732     |           | 3,549     |  
|                                                          | Wholesale                        |           | 1         |           | 1         |           | 1         |  
|                                                          | Transportation                   |           | 674,382   |           | 697,128   |           | 717,104   |  
|                                                         
|                                                          |                                  | 1,898,229 |           | 1,860,857 |           | 1,819,765 |           |  
|                                                         
|New customer additions 3                                  |                                  | 41,297    |           | 43,160    |           | 47,622    |           |  
|                                                         

Incentive Regulation

Improving the regulatory environment is a key strategic thrust to provide greater operational and organizational flexibility. In 2008, EGD moved to an IR
methodology, with 2007 as the base year for a five-year plan. Under IR, the distribution revenue requirement is based on a formulaic approach, using the prior year as the
starting point.

The
objectives of the IR plan are as follows:



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2009 Rate Adjustment Application

On September 26, 2008, EGD filed an application with the OEB to adjust rates for 2009 pursuant to the 2008 approved IR formula and to seek approval for
specific changes to the Rate Handbook. Subject to OEB approval, the rate adjustment would be effective January 1, 2009. A settlement agreement containing all "as applied for" aspects of the
formulaic component of the IR rate setting process was approved by the OEB on December 18, 2008.

2008 Rates

In 2007, EGD filed a rate application requesting a revenue cap incentive rate mechanism calculated on a revenue per customer basis for the 2008 to 2012 period.
The OEB approved the Settlement Agreement (the Settlement) with customer representatives.

EGD
received a fiscal 2008 final rate order from the OEB on May 15, 2008, approving the implementation of a change in rates effective July 1, 2008, which enabled EGD to recover the
approved revenues retroactively to January 1, 2008. The final rate order also approved a change in customer billing to increase the fixed charge portion and decrease the per unit volumetric
charge, with no material annual earnings impact. The fixed charge portion will increase progressively over the IR term.

2007 Rates

EGD's rates for 2007 were set under a cost of service methodology that allowed the revenues to be set to recover EGD's forecast costs. Forecast costs included
natural gas commodity and transportation, operation and maintenance, amortization, municipal taxes, income taxes and the debt and equity costs of financing the rate base. The rate base is EGD's
investment in all assets used in natural gas distribution, storage and transmission and an allowance for working capital. Under Cost of Service, it was the responsibility of EGD to demonstrate to the
OEB the prudence of the costs it incurred or the activities it undertook.

Key
elements of the OEB's 2007 rate decision, including issues previously settled and approved by the OEB, and previous decisions are summarized below:

|Approved for                                 |  |   | 2007    | 
|-------------------------------------------- |  | - | ------- | 
|                                            
|Rate base(millions)                          |  | $ | 3,745.7 | 
|Deemed common equity for regulatory purposes |  |   | 36.00%  | 
|Rate of return on common equity              |  |   | 8.39%   | 
|                                            

For 2007, EGD was granted a 1% increase in the equity component of its deemed capital structure. The 36% deemed equity level is better reflective of changes in
EGD's current business and financial risk relative to the earlier deemed equity level of 35%.

Competitive Conditions

Natural gas is the predominant fuel of choice in the residential heating market throughout EGD's franchise area. The primary competition for natural gas remains
domestic fuel oil and electricity. Natural gas has continued to provide both environmental and price advantages, and this is expected to continue. During 2008, natural gas in the residential market
experienced, on average, a price advantage on an equivalent annual volume basis of 39% (2007  43%) against electricity and 52%
(2007  41%) against domestic fuel oil.

The
Ontario franchise area remains one of the most rapidly growing regions in North America. While customer growth results in increased distribution volumes, it is partially offset by declining
average annual consumption, resulting from energy efficiencies achieved through new technologies and building construction. In addition, conservation efforts by customers to partially mitigate the
impact of higher natural gas commodity prices further contribute to the decline in annual average consumption.

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OTHER GAS DISTRIBUTION AND SERVICES BUSINESSES

Enbridge owns an equity interest in Noverco through ownership of 32.1% of the common shares and a cost investment in preferred shares. Noverco is a holding
company that owns approximately 71.0% of Gaz Metro Limited Partnership (Gaz Metro), a publicly traded gas distribution company operating in the province of Quebec and the state
of Vermont.

The
Company owns 70.9% of, and operates, Enbridge Gas New Brunswick, which owns the natural gas distribution franchise in the province of New Brunswick. EGNB is constructing a new
distribution system and has approximately 9,400 customers. Approximately 725 kilometres (450 miles) of distribution main has been installed with the capability of attaching
approximately 30,000 customers.

Enbridge
owns 42.7% of Aux Sable, a NGLs extraction and fractionation business near Chicago. Aux Sable owns and operates a plant at the terminus of the Alliance System. The plant extracts NGLs from
the energy-rich natural gas transported on the Alliance System, as necessary, to meet the heat content requirements of local distribution companies, which require natural gas with less
NGLs, or lower heat content, and to take advantage of positive commodity price spreads.

Aux
Sable has an agreement with BP Products North America Inc. (BP) to sell its NGLs production to BP. In return, BP pays Aux Sable a fixed annual fee and a share of any net margin generated
from the business in excess of specified natural gas processing margin thresholds (the upside sharing mechanism). In addition, BP compensates Aux Sable for all operating, maintenance and
capital costs associated with the Aux Sable facilities subject to certain limits on capital costs. BP supplies, at its cost, all make-up gas and fuel supply gas to the Aux Sable facilities
and is responsible for the capacity on the Alliance Pipeline held by an Aux Sable affiliate, at market rates. The agreement is for an initial term of 20 years, commencing January 1, 2006
and may be extended by mutual agreement for 10-year terms. If cumulative losses exceed a certain limit, BP will have the option to terminate the agreement, although Aux Sable has the right
to reduce such losses to avoid termination.

Energy
Services includes Gas Services and Tidal Energy, the Company's energy marketing businesses. Gas Services markets natural gas to optimize Enbridge's commitments on the Alliance and Vector
Pipelines. It also has a growing business of providing fee-for-service arrangements for third parties, leveraging its marketing expertise and access to transportation capacity.
Capacity commitments as of December 31, 2008 were 32.7 mmcf/d on the Alliance Pipeline (2.5% of total capacity) and 144 mmcf/d on Vector Pipeline (12.0% of total capacity).
Capacity commitments as of December 31, 2007 were 32.2 mmcf/d on the Alliance Pipeline (2.0% of total capacity) and 162.1 mmcf/d on Vector Pipeline (16.4% of total capacity).

Earnings
from Gas Services are dependent upon the basis (location) differentials between Alberta and Chicago, for Alliance Pipeline, and between Chicago and Dawn, for Vector Pipeline. To the extent
the cost of transportation on these two pipelines exceeds the gas commodity basis differential, earnings will be negatively affected.

Tidal
Energy provides crude oil and NGLs marketing services for the Company and its customers in a full range of condensate and crude oil types including light sweet, light and medium sours and
several heavy grades. Tidal Energy transacts at many of the major North American market hubs and provides its customers with a variety of programs including flexible pricing arrangements, hedging
programs, product exchanges, physical storage programs and total supply management, through the analysis and implementation of different transportation options, reduced quality differentials and
tariff structures, and utilizing risk management pricing options. Tidal Energy's business involves buying, selling and storing large quantities of crude oil. Tidal Energy is primarily a physical
barrel marketing company and in the course of its market activities, physical receipt or delivery shortfalls can create modest commodity exposures. Any open positions created from this physical
business are tightly monitored by, and must comply with, the Company's formal risk management policies.

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SPONSORED INVESTMENTS

Sponsored Investments includes the Company's 27.0% ownership interest in EEP and a 41.9% voting interest in EIF. Enbridge manages the
day-to-day operations of, and develops and assesses opportunities for each, including both organic growth and acquisition opportunities.

ENBRIDGE ENERGY PARTNERS

The Company has a combined 27.0% ownership in EEP, through a 2.0% general partner interest, a 13.9% interest in Class A units, a 3.4% interest in
Class B units, a 5.5% interest in Class C units and a 2.2% interest in EEP via a 17.2% investment in EEM, which owns 14.7% of EEP via its 100% interest in
EEP's i-units.

EEP
owns and operates crude oil and liquid petroleum transmission pipeline systems, natural gas gathering and related facilities and natural gas marketing assets in the U.S. Significant assets
include the Lakehead System, which is the extension of the Enbridge System in the U.S., natural gas gathering and processing assets in Texas, the mid-continent crude oil system,
various interstate and intrastate natural gas pipelines and a crude oil feeder pipeline in North Dakota.

ENBRIDGE INCOME FUND

EIF's primary assets include a 50% interest in Alliance Pipeline Canada and the 100%-owned Enbridge Saskatchewan System, both acquired from the Company in 2003.
Alliance Pipeline Canada is the Canadian portion of the Alliance System described in the Gas Pipelines segment above. The Enbridge Saskatchewan System owns and operates crude oil and liquids pipelines
systems from producing fields in southern Saskatchewan and southwestern Manitoba connecting primarily with Enbridge's mainline pipeline to the United States.

EIF
also owns interests in three wind power generation projects purchased from Enbridge in October 2006 and NR Green, a business that develops and operates waste-heat power
generation projects at Alliance Pipeline Canada compressor stations.

Tax Fairness Plan

On June 22, 2007, the "Tax Fairness Plan" income trust taxation legislation, Bill C-52, received Royal Assent. Under the enacted legislation,
a distribution tax of 29.5% will be imposed on Enbridge Income Fund starting in 2011, provided EIF limits its expansion to "normal growth" prior to 2011. The impact of the Tax Fairness Plan on the
Fund's reported earnings was relatively small because most of the assets are rate regulated and future taxes are expected to be included in the approved rates charged to customers in the future. As
enacted in its present form, the Tax Fairness Plan will, all other things being equal, likely result in a reduction of cash available for distribution by EIF commencing in 2011. With respect to the
limitations on normal growth, the Company believes that the Fund should be able to fund its currently identified growth plans within the constraints of the "normal growth" rule.

INTERNATIONAL

International includes the Company's investment in, and management of, Oleoducto Central S.A. (OCENSA), a crude oil pipeline in Colombia as well as
earnings from the Company's former interest in Compañía Logística de Hidrocarburos CLH, S.A., Spain's largest refined products transportation and
storage business, prior to its sale. Other includes administration and business development.

OLEODUCTO CENTRAL S.A.

The Company owns a 24.7% interest in OCENSA, an investment on which the Company earns a fixed return. OCENSA is one of two main crude oil export pipelines
within Colombia. Through a 100% owned entity, CITCol, the Company manages the pipeline and earns a fee for this service, which includes incentives for operating performance. In 2007, OCENSA made the
final payments with respect to its original US$1.6 billion project debt financing. With no further debt servicing obligations OCENSA may opt to begin returning the Company's initial equity
capital starting in 2009, in accordance with the terms of the project agreements.

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The OCENSA pipeline consists of 829 kilometres (515 miles) of 30-inch and 36-inch pipeline, pumping units, tankage and marine loading facilities, with a capacity
to transport 525,000 bpd of crude oil. The pipeline links the Cuisiana and Cupiagua oilfields in the central interior of Colombia to the Port of Coveñas on the Caribbean coast.
The Company earns a fixed rate of return on the OCENSA pipeline investment as well as operating fees, through its 100% interest in CITCol.

COMPAÑÍA LOGÍSTICA DE HIDROCARBUROS CLH, S.A.

On June 17, 2008, the Company sold its 25% equity interest in CLH. Proceeds from the disposal of the CLH investment were applied toward funding the
Company's growth projects.

CORPORATE

Corporate includes new business development activities and investing and financing activities, including general corporate investments and financing costs not
allocated to the business segments. This segment also includes new platforms currently being pursued by the Company including renewable energy (wind and solar), CO2 transportation and
sequestration and Pathfinding initiatives. Pathfinding initiatives include pursuing investment in smaller start-up entities where that investment will enable the development of promising
new technologies that complement the Company's core operations.

GENERAL

EMPLOYEES

At December 31, 2008, Enbridge employed 6,079 employees as set forth in the following table.

|                               
|-------------------------------
|Liquids Pipelines              
|Gas Pipelines                  
|Gas Distribution and Services 1
|Sponsored Investments 2        
|International                  
|Corporate                      
|                               
|                               
|                               

CORPORATE SOCIAL RESPONSIBILITY

At Enbridge, a strong foundation of core values and corporate social responsibility policies and practices drives operational excellence. Enbridge defines
Corporate Social Responsibility (CSR) as conducting business in a socially responsible and ethical way; protecting the environment and the health and safety of people; supporting human rights; and
engaging, respecting and supporting the communities and cultures with which the Company works.

CORPORATE GOVERNANCE

A comprehensive system of stewardship and accountability is in place and functioning among directors, management and employees. Enbridge employs a variety of
policies, programs and practices to manage corporate governance. Examples include the majority of the Board of Directors being independent; employee and Director compliance with the Company's
Statement on Business Conduct; compliance with applicable Sarbanes-Oxley requirements and the Canadian securities regulators' corporate governance guidelines and rules; and the use of internal and
external reviews and audits to assess each business segment's compliance with government regulations and our internal policies and management systems, and to provide guidance for making improvements.
Additional information regarding Enbridge's Corporate Governance is contained in the Management Information Circular for its most recent annual meeting of shareholders.

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ENVIRONMENTAL PERFORMANCE

Climate change is an issue of strategic and operational importance to all Enbridge businesses, regardless of where they are located. The CSR Committee of the
Company's Board of Directors has specific oversight responsibility for all climate change-related activities and the development of a carbon management strategy for the Company. The Climate Change
Sub-Committee (CCSC), a management committee, meets regularly and provides a technical focus for the Company that supports all climate-change-related activities across the enterprise. The
CCSC reviews business and environmental risks associated with climate change and identifies policies and actions to mitigate this risk. This committee also oversees the development of consistent
internal methodologies for greenhouse gas (GHG) inventories and reporting, and approves the reporting protocols to be used. Enbridge has taken, or is taking, many steps to improve the quality of GHG
reporting and performance including: undertaking an independent third-party audit of the GHG emissions data management system for the Canadian operations; investing in sustainable energy, including
fuel cells, and studying the viability of
deploying new technologies to help reduce the Company's GHG emissions; and replacing older cast iron pipe with new polyethylene mains at EGD.

Although
the Company carries out spill prevention and detection and preventive maintenance programs as part of comprehensive integrity management of the pipelines and facilities, spills of crude oil
and petroleum products are not unusual within the liquids pipeline industry and the Company has experienced such spills in the past. Historic spills along the pipeline system may have resulted in soil
or groundwater contamination where further remediation may be required.

Enbridge
continues to voluntarily investigate past leak sites to assess whether any remediation of contaminated lands is required in light of current legislation, in consultation with regulatory
agencies and landowners. Also, when a spill does occur, Enbridge routinely conducts a formal de-brief to share lessons learned both locally and across the Company. Communication programs
keep property owners and neighbours along rights-of-way informed about the system and enlist their help in the prevention, detection and safe response to pipeline spills.

As
noted above, the Company has ongoing monitoring and maintenance programs for its pipelines that contribute to their safe operation. Enbridge endeavors to be a leader in pipeline and system
integrity by:



The
Company has set corporate leak-reduction targets across the Liquids Pipelines segment, with performance goals now linked to corporate and individual assessment and compensation.
Leak-reduction teams, small-piping integrity initiatives and changes to engineering standards have all contributed to reductions in reportable leaks at pipeline facilities since 2004.
Enbridge's strong focus on advancing pipeline integrity is aimed at technological advances as well as understanding the science of how to find, mitigate and prevent leaks or ruptures on the pipeline
systems.

Enbridge
is also committed to helping customers use energy more wisely. Between 1995 and the end of 2008, EGD was successful in helping its customers reduce their natural gas consumption by
approximately 155.4 bcf through participation in its demand side management programs. This reduction translates into the avoidance of approximately 8.4 million tonnes of GHG emissions
being released into the atmosphere.

Other
environmental initiatives include: continually looking for opportunities to update gas facilities and pipelines in ways that contribute to operating, environmental and safety goals;
incorporating ways to

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conserve
wildlife habitat into project planning and maintenance activities; and reducing energy use through efficiency improvements and conservation efforts.

All
of the Company's operations are subject to federal, provincial, state or local laws and regulations related to environmental protection and operational safety. To the best of the Company's
knowledge, the operations of all affiliated systems are in material compliance with applicable environmental and safety regulations. Enbridge cannot impose policies and procedures on the entities it
does not operate; however, these entities are still required to comply with the applicable laws and regulations of their country.

SOCIAL PERFORMANCE

Support for universal human rights is one of Enbridge's core CSR principles and it has reinforced this principle with comprehensive policies and practices
addressing human rights. For example, Enbridge was one of the first Canadian companies to adopt the internationally recognized Voluntary Principles on Security and Human Rights (Voluntary Principles),
which stress the importance of promoting and protecting human rights throughout the world and the constructive role business and civil society  including
non-governmental organizations, labour and trade unions and local
communities  can play in advancing these goals. The Voluntary Principles guide companies in maintaining the safety and security of their operations within an
operating framework that promotes respect for human rights and fundamental freedoms.

Stakeholder
relations involves developing and maintaining positive relationships with employees; contractors; suppliers; customers; landowners; investors; environmental groups; business partners;
government agencies and regulators; provincial, state and federal legislators; local officials; community residents; and the media. Enbridge engages with stakeholders in many ways, including proactive
communication and consultation programs to support the unprecedented number of new construction projects being undertaken and promoting public awareness regarding existing facilities.

Enbridge
makes voluntary contributions to charitable and non-profit organizations in the areas of education, health, environment, social services, arts and culture, community leadership
and volunteerism. The Company focuses on using dollars, partnerships and human capital to support organizations that contribute to the economic and social development of communities where Enbridge
employees live and work.

FINANCIAL AND OPERATIONAL EFFECTS

Risks of significant costs and liabilities are inherent in the nature of the Company's operations and there can be no assurance that such costs and liabilities
will not be incurred.

The
environmental protection requirements applicable to the Company do not adversely affect the operations, competitive position, capital expenditures program or level of earnings. However, the risk
of substantial liabilities is inherent in the Company's operations and there can be no assurance that such liabilities will not be incurred. Regular internal reviews and audits are conducted to assess
compliance with legislation and Company policy. Enbridge believes that its operations are in material compliance with all applicable safety and environmental regulations governing their operations.

RISK FACTORS

A discussion of the Company's risk factors can be found in the 2008 Year End MD&A under the subheading "Business Risks" for each of the five operating segments
as well as under the heading "Risk Management".

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DIVIDENDS

The declaration of dividends is at the discretion of the Board of Directors and is approved quarterly. Despite the current economic conditions, the Company
continues to target a pay out of approximately 60% to 70% of adjusted operating earnings as dividends. Dividends on the Preferred Shares, Series A, are fixed and are paid quarterly.

There
are no restrictions that currently prevent the Company from paying dividends. However, in the event of liquidation, dissolution or winding-up of the Company, the preferred
shareholders have priority in the payment of dividends over the common shareholders. As well, restrictions in the credit or financing agreements entered into by the Company or the provisions of
applicable law may preclude the payment of dividends in certain circumstances.

|(Canadian dollars per share) |  | 2008   |  | 2007   |  | 2006   | 
|---------------------------- |  | ------ |  | ------ |  | ------ | 
|                            
|Common Shares                |  | 1.3200 |  | 1.2300 |  | 1.1500 | 
|Preferred Shares, Series A   |  | 1.3750 |  | 1.3750 |  | 1.3750 | 
|                            

DESCRIPTION OF CAPITAL STRUCTURE

SHARE CAPITAL

Enbridge's authorized share capital consists of an unlimited number of Common Shares with no par value and an unlimited number of preferred shares. At Year End,
there were 373.0 million Common Shares and 5.0 million Series A Preferred Shares issued and outstanding.

Common Shares

The holders of the Common Shares are entitled to receive dividends if, as and when declared by the Board of Directors of the Company. The holders of the Common
Shares are entitled to receive notice of and to attend all meetings of shareholders and are entitled to one vote per Common Share held at all such meetings. In the event of the liquidation,
dissolution or winding up of the Company or other distribution of assets of the Company among its shareholders for the purpose of winding up its affairs, the holders of the Common Shares will be
entitled to participate ratably in any distribution of the assets of the Company.

The
Company has a Shareholder Rights Plan that is designed to encourage the fair treatment of shareholders in connection with any takeover offer for the Company. Rights issued under the plan become
exercisable when a person and any related parties, acquires or announces the intention to acquire 20% or more of the Company's outstanding common shares without complying with certain provisions set
out in the plan or without approval of the Company's Board of Directors. Should such an event occur, each rights holder, other than the acquiring person and related parties, will have the right to
purchase Common Shares of the Company at a 50% discount to the market price at that time. The plan was reconfirmed at the 2005 and 2008 annual meetings of shareholders and must be reconfirmed at every
third annual meeting thereafter. The renewal of this plan will be proposed for approval at the 2011 shareholders' meeting.

Enbridge's
Dividend Reinvestment and Share Purchase Plan enables registered shareholders of the Company to purchase additional common shares by reinvesting all of the cash dividends paid on the common
shares and also by making optional cash payments of up to $5,000 per quarter, in both cases without incurring brokerage or other transaction expenses. Effective with dividends payable on
March 1, 2008, participants in the Company's Dividend Reinvestment and Share Purchase Plan receive a 2% discount on the purchase of Common Shares with reinvested dividends.

Enbridge
also has stock-based compensation plans that allow employees to purchase Common Shares of the Company. Option exercise prices approximate the market price for the Common Shares on the date
the options were issued. Options granted under the plan are generally fully exercisable after four years and expire ten years after the grant date.

ENBRIDGE INC.ANNUAL INFORMATION
FORM21

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Preferred Shares

The 5.0 million 5.5% Cumulative Redeemable Preferred Shares, Series A are entitled to fixed, cumulative, quarterly preferential dividends of
$1.375 per share per year. The Company may, at its option, redeem all or a portion of the outstanding preferred shares for $25.00 per share plus all accrued and unpaid dividends.

Preferred
Shares may be issued in one or more series. The Board of Directors may determine the designation, rights, privileges, restrictions and conditions attached to each series of Preferred Shares
before the issue of such series. Holders of the Preferred Shares are not entitled to vote at any meeting of the shareholders of the Company, except as required by law. The Preferred Shares are
entitled to priority over the Common Shares of the Company with respect to the payment of dividends and the distribution of assets of the Company in the event of any liquidation, dissolution or
winding up of the Company's affairs.

RATINGS

The following table sets forth the ratings assigned to the Company's Preferred Shares, Series A, Medium-Term Notes (MTNs) and Unsecured Debt
and Commercial Paper by Dominion Bond Rating Service Limited (DBRS), Moody's Investor Services, Inc. (Moody's) and Standard & Poor's Ratings Services (S&P).

|                           |  | DBRS        |   | Moody's   |  | S&P       | 
|-------------------------- |  | ----------- | - | --------- |  | --------- | 
|                          
|Preferred Shares, Series A |  | Pfd-2 (low) | 1 | Baa3      |  | BBB       | 
|MTNs and Unsecured Debt    |  | A           | 1 | Baa1      |  | A-        | 
|Commercial Paper           |  | R-1 (low)   |   | Not Rated |  | A-1 (low) | 
|Rating Outlook             |  | Negative    | 1 | Stable    |  | Stable    | 
|                          

The credit ratings accorded by these rating agencies are not recommendations to purchase, hold or sell the shares or securities and such ratings do not comment
as to market price or suitability for a particular investor. There is no assurance that any rating will remain in effect for any given period of time or that any rating will not be revised or
withdrawn entirely by a rating agency in the future if, in its judgment, circumstances so warrant. A description from the rating agency for each credit rating listed in the table above is set
out below.

Dominion Bond Rating Service

DBRS has different rating scales for short and long-term debt and preferred shares. "High" or "low" grades are used to indicate the relative
standing within a rating category. The absence of either a "high" or "low" designation indicates the rating is in the "middle" of this category. The Pfd-2 (low) rating assigned to
Enbridge's Preferred Shares is the second highest of six rating categories for preferred shares. Preferred shares rated Pfd-2 are of satisfactory credit quality. Protection of
dividends and principal is still substantial, but earnings, the balance sheet and coverage ratios are not as strong as Pfd-1 rated companies. The A rating assigned to Enbridge's
MTNs and unsecured debentures is the third highest of eight categories for long-term debt. Long-term debt rated A is of satisfactory credit quality. Protection of interest and
principal is still substantial, but the degree of strength is less than that of AA rated entities.

While
A is a respectable rating, entities in this category are considered to be more susceptible to adverse economic conditions and have greater cyclical tendencies than higher-rated securities. The
R-1 (low) rating assigned to Enbridge's commercial paper is the third highest of ten rating categories and indicates satisfactory credit quality. The overall strength and outlook for key
liquidity, debt and profitability ratios is not normally as favorable as with higher rating categories, but these considerations are still respectable. Any qualifying negative factors that exist are
considered manageable, and the entity is normally of sufficient size to have some influence on its industry.

22ANNUAL INFORMATION
FORMENBRIDGE INC.

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Moody's Investor Services

Moody's has different rating scales for short and long-term obligations. Numerical modifiers 1, 2 and 3 are applied to each rating
classification, with 1 being the highest and 3 being the lowest. The Baa3 rating assigned to Enbridge's Preferred Shares and the Baa1 rating assigned to Enbridge's MTNs and
unsecured debentures is the fourth highest of nine rating categories for long-term obligations. Obligations rated Baa are subject to moderate credit risk. They are considered medium-grade
and, as such, may possess certain speculative characteristics.

Standard & Poor's

S&P has different rating scales for short and long-term obligations. Ratings may be modified by the addition of a plus (+) or a minus (-) sign to
show the relative standing within a particular rating category. The BBB rating assigned to Enbridge's preferred shares is the fourth highest of eleven rating categories for long-term
obligations. An obligor rated BBB has adequate capacity to meet its financial commitments; however, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity
of the obligor to meet its financial commitments. The A- rating assigned to Enbridge's MTNs and unsecured debentures is the third highest of eleven rating categories. An A rating indicates
the obligor has strong capacity to meet its financial commitments but is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligors in
higher-rated categories. The rating of A-1 assigned to Enbridge's commercial paper is the highest of nine rating categories for short-term obligations. An obligor rated
A-1 has strong capacity to meet its financial commitments.

MARKET FOR SECURITIES

The Common Shares of the Company are traded on the Toronto Stock Exchange (TSX) in Canada, the principal market for Enbridge's common shares, and on the
New York Stock Exchange (NYSE) in the U.S. under the symbol ENB. The following table sets forth the monthly price range and volume traded for Enbridge's Common Shares on the TSX
and NYSE.

|               |  | TSX (ENB.TO) |  | NYSE (ENB)
|-------------- |  | ------------ |  | ----------
|               |  | High
($)     |  | Low
($)   
|              
|January 2008   |  | 40.58        |  | 36.25     
|February 2008  |  | 41.90        |  | 39.01     
|March 2008     |  | 42.95        |  | 38.96     
|April 2008     |  | 43.11        |  | 41.06     
|May 2008       |  | 45.57        |  | 41.20     
|June 2008      |  | 46.27        |  | 43.22     
|July 2008      |  | 45.85        |  | 41.02     
|August 2008    |  | 45.57        |  | 42.52     
|September 2008 |  | 44.65        |  | 37.50     
|October 2008   |  | 42.41        |  | 33.10     
|November 2008  |  | 43.00        |  | 33.80     
|December 2008  |  | 40.19        |  | 35.75     
|              

ENBRIDGE INC.ANNUAL INFORMATION
FORM23

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In addition, the Company's Preferred Shares, Series A are traded on the TSX under the symbol ENB-PA.TO. The following table sets forth the
monthly price range and volume traded for Enbridge's Preferred Shares.

|               |  | High
($) |  | Low
($) |  | Close
($) |  | Volume
Traded | 
|-------------- |  | -------- |  | ------- |  | --------- |  | ------------- | 
|              
|January 2008   |  | 26.09    |  | 24.25   |  | 25.05     |  | 45,800        | 
|February 2008  |  | 25.70    |  | 25.05   |  | 25.05     |  | 33,100        | 
|March 2008     |  | 25.47    |  | 24.45   |  | 24.55     |  | 43,100        | 
|April 2008     |  | 24.89    |  | 24.36   |  | 24.66     |  | 75,600        | 
|May 2008       |  | 25.00    |  | 24.30   |  | 24.50     |  | 130,100       | 
|June 2008      |  | 24.87    |  | 24.01   |  | 24.09     |  | 67,000        | 
|July 2008      |  | 24.83    |  | 22.49   |  | 23.45     |  | 118,300       | 
|August 2008    |  | 24.13    |  | 23.30   |  | 23.63     |  | 91,000        | 
|September 2008 |  | 24.00    |  | 23.25   |  | 23.25     |  | 408,400       | 
|October 2008   |  | 23.50    |  | 21.00   |  | 22.99     |  | 145,600       | 
|November 2008  |  | 23.85    |  | 19.00   |  | 21.24     |  | 73,300        | 
|December 2008  |  | 24.74    |  | 19.05   |  | 24.19     |  | 91,500        | 
|              

The following table outlines the securities issued by the Company and its wholly-owned subsidiaries during 2008 that are not listed or quoted on an exchange.
These are in the form of unsecured medium term notes.

|Issuer                         |  |   | Principal Amount |  | Coupon |  | Issue Date        |  | Maturity Date     |  |   | Issue Price | 
|------------------------------ |  | - | ---------------- |  | ------ |  | ----------------- |  | ----------------- |  | - | ----------- | 
|                              
|                               |  |   | (millions)       |  |        |  |                   |  |                   |  |   |             | 
|Enbridge Pipelines Inc.        |  | $ | 300              |  | 6.62%  |  | November 19, 2008 |  | November 19, 2018 |  | $ | 99.957      | 
|Enbridge Gas Distribution Inc. |  | $ | 200              |  | 5.57%  |  | November 12, 2008 |  | January 29, 2014  |  | $ | 99.982      | 
|                              

There are no provisions associated with this debt that entitle debt holders to voting rights. From time to time, the Company also issues commercial paper for
various terms. Enbridge also has credit facilities that bear interest at market rates.

Also,
on February 2, 2007, Enbridge closed the issuance of 13.5 million Common Shares for $38.75 per share to the public and issued 1.5 million Common Shares to Noverco for $38.75
per share. Net proceeds from both offerings totaled $566.4 million.

24ANNUAL INFORMATION
FORMENBRIDGE INC.

---



CREDIT FACILITIES

Credit facilities carry a weighted average standby fee of 0.252% per annum on the unused portion and draws bear interest at market rates. Certain credit
facilities serve as a backstop to the commercial paper programs and the Company has the option to extend the facilities, which are currently set to mature from 2009 to 2014.

|December 31, 2008                   |  | Expiry Dates |  | Total
Facilities |  | Credit
Facility
Draws |  | Commercial
Paper
Backstop |  | Available | 
|----------------------------------- |  | ------------ |  | ---------------- |  | --------------------- |  | ------------------------- |  | --------- | 
|                                   
|(millions of Canadian dollars)      |  |              |  |                  |  |                       |  |                           |  |           | 
|Liquids Pipelines                   |  | 2010 - 2011  |  | 1,300.0          |  | 525.5                 |  |                          |  | 774.5     | 
|Gas Distribution and Services       |  | 2009 - 2010  |  | 1,014.7          |  | 11.1                  |  | 874.5                     |  | 129.1     | 
|Corporate 1                         |  | 2010 - 2013  |  | 4,185.8          |  | 962.3                 |  | 1,075.1                   |  | 2,148.4   | 
|                                   
|                                    |  |              |  | 6,500.5          |  | 1,498.9               |  | 1,949.6                   |  | 3,052.0   | 
|                                   
|Southern Lights project financing 2 |  | 2014         |  | 2,028.1          |  | 1,358.9               |  |                          |  | 669.2     | 
|                                   
|Credit facilities                   |  |              |  | 8,528.6          |  | 2,857.8               |  | 1,949.6                   |  | 3,721.2   | 
|                                   

DIRECTORS AND OFFICERS

As at January 31, 2009, the directors and all officers of Enbridge (including the executive officers listed below) as a group beneficially owned,
directly or indirectly, 1,403,263 Common Shares of the Company, representing less than 1% of the issued and outstanding Common Shares on that date. The information as to shares beneficially
owned or over which control or direction is exercised, not being within the knowledge of the Company, has been furnished by the respective directors and officers individually. The directors and
officers do not beneficially own, directly or indirectly, any voting securities of any subsidiary of the Company.

DIRECTORS

The following table sets forth the names of the Directors of Enbridge Inc. on February 13, 2009, their municipalities of residence, their
respective principal occupations within the five preceding years and the year from which they first became a Director of the Company (except where otherwise noted). Each Director who is elected holds
office until the next annual meeting of shareholders or until a successor is duly elected or appointed.

|Name and Place of Residence                      |  | Principal Occupation During the Five Preceding Years                                                                                                                          |  | Director Since 1 | 
|------------------------------------------------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- | 
|                                                
|David A. Arledge
Naples, Florida
USA             |  | Corporate Director. Chair of the Board of Directors of Enbridge Inc. since 2005.                                                                                              |  | 2002             | 
|James J. Blanchard 2
Beverly Hills, Michigan
USA |  | Chairman, Government Affairs, DLA Piper U.S., LLP (law firm) since June, 2006. United States Ambassador to Canada from 1993 to 1996.                                          |  | 1999             | 
|J. Lorne Braithwaite
Thornhill, Ontario
Canada   |  | Corporate Director. President and Chief Executive Officer of Cambridge Shopping Centres Limited (developer and manager of retail shopping malls in Canada) from 1978 to 2001. |  | 1989             | 
|Patrick D. Daniel
Calgary, Alberta
Canada        |  | President and Chief Executive Officer of Enbridge since January 2001.                                                                                                         |  | 2000             | 
|J. Herb England
Naples, Florida
USA              |  | Chairman and Chief Executive Officer of Stahlman-England Irrigation Inc. (contracting company) since January 2000.                                                            |  | 2007             | 

ENBRIDGE INC.ANNUAL INFORMATION
FORM25

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|David A. Leslie
Toronto, Ontario
Canada         |  | Corporate Director. Chairman and Chief Executive Officer of Ernst & Young LLP (public accounting firm) from 1999 to 2004.                                                            |  | 2005 | 
|----------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---- | 
|Robert W. Martin 3
Toronto, Ontario
Canada      |  | Corporate Director.                                                                                                                                                                  |  | 1992 | 
|George K. Petty
San Luis Obispo, California
USA |  | Corporate Director.                                                                                                                                                                  |  | 2001 | 
|Charles E. Shultz
Calgary, Alberta
Canada       |  | Chairman and Chief Executive Officer of Dauntless Energy Inc. (private oil and gas corporation) since 1995.                                                                          |  | 2004 | 
|Dan C. Tutcher
Houston, Texas
USA               |  | Corporate Director. Group Vice President, Transportation South of Enbridge Inc., President of Enbridge Energy Company, Inc. and Enbridge Energy Management L.L.C. from 2001 to 2006. |  | 2006 | 
|Catherine L. Williams
Calgary, Alberta
Canada   |  | Corporate Director. Chief Financial Officer of Shell Canada Limited from 2003 to 2007. Controller of Shell Europe Oil Products from 2001 to 2003.                                    |  | 2007 | 
|                                               

Enbridge has four committees of the Board of Directors: (1) Audit, Finance & Risk Committee (AFR Committee); (2) Governance
Committee; (3) Human Resources & Compensation
Committee (HRC Committee); and (4) Corporate Social Responsibility Committee. The members of each of these committees, as of Year End, are identified below:

|Director              |  | AFR
Committee |  | Governance
Committee |  | HRC
Committee |  | CSR
Committee | 
|--------------------- |  | ------------- |  | -------------------- |  | ------------- |  | ------------- | 
|                     
|David A. Arledge      |  |               |  | ü                    |  | ü             |  |               | 
|James J. Blanchard    |  |               |  | ü                    |  |               |  | Chair         | 
|J. Lorne Braithwaite  |  |               |  |                      |  | ü             |  | ü             | 
|Patrick D. Daniel     |  |               |  |                      |  |               |  |               | 
|J. Herb England       |  | ü             |  | ü                    |  |               |  |               | 
|David A. Leslie       |  | Chair         |  | ü                    |  |               |  |               | 
|Robert W. Martin      |  | ü             |  |                      |  | ü             |  |               | 
|George K. Petty       |  | ü             |  | Chair                |  |               |  |               | 
|Charles E. Shultz     |  | ü             |  |                      |  | Chair         |  |               | 
|Dan C. Tutcher        |  |               |  | ü                    |  |               |  | ü             | 
|Catherine L. Williams |  | ü             |  |                      |  |               |  | ü             | 
|                     

26ANNUAL INFORMATION
FORMENBRIDGE INC.

---



OFFICERS

The following table sets forth the names of the executive officers, their current office with the Company on February 13, 2009, their municipality of
residence and their principal occupations for the five preceding years.

|Name and Place of Residence                  |  | Present Position Held                                                     |  | Principal Occupation During the Five Preceding Years                                                                                                                                                                                                                                                               | 
|-------------------------------------------- |  | ------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | 
|                                            
|Patrick D. Daniel
Calgary, Alberta
Canada    |  | President &
Chief Executive Officer                                       |  | President & Chief Executive Officer since January 2001.                                                                                                                                                                                                                                                            | 
|J. Richard Bird
Calgary, Alberta
Canada      |  | Executive Vice President, Chief Financial Officer & Corporate Development |  | Executive Vice President, Chief Executive Officer & Corporate Development since January 2008. Executive Vice President, Liquids Pipelines from May, 2006 to January 2008. Group Vice President, Liquids
Pipelines from May 2005 to May 2006. Group Vice President, Transportation North from May 2001 to May 2005. | 
|Stephen J.J. Letwin
The Woodlands, Texas
USA |  | Executive Vice President, Gas Transportation & International              |  | Executive Vice President, Gas Transportation & International since May 2006. Group Vice President, Gas Strategy & Corporate Development from April 2003 to May 2006. Group Vice President,
Distribution & Services from September 2000 to April 2003.                                                              | 
|Al Monaco
Calgary, Alberta
Canada            |  | Executive Vice President, Major Projects                                  |  | Executive Vice President, Major Projects since January 2008. President, Enbridge Gas Distribution Inc. from September 2006 to January 2008. Senior Vice President, Corporate Planning &
Development from June 2003 to September 2006.                                                                              | 
|Stephen J. Wuori
Calgary, Alberta
Canada     |  | Executive Vice President, Liquids Pipelines                               |  | Executive Vice President, Liquids Pipelines since January 2008. Executive Vice President, Chief Financial Officer & Corporate Development from May 2006 to January 2008. Group Vice
President & Chief Financial Officer from April 2003 to May 2006.                                                               | 
|Bonnie D. DuPont
Calgary, Alberta
Canada     |  | Group Vice President, Corporate Resources                                 |  | Group Vice President, Corporate Resources since September 2000.                                                                                                                                                                                                                                                    | 
|David T. Robottom
Calgary, Alberta
Canada    |  | Group Vice President, Corporate Law                                       |  | Group Vice President, Corporate Law since June 2006. Partner, Stikeman Elliott LLP (law firm) from February 2004 to May 2006. Partner, Fraser Milner Casgrain LLP (law firm) to
January 2004. Chief Executive Officer, Fraser Milner Casgrain LLP to January 2003.                                                 | 
|Leigh S. Cruess
Calgary, Alberta
Canada      |  | Senior Vice President, Energy Marketing & International                   |  | Senior Vice President, Energy Marketing & International since October 2008. Senior Vice President, International & Gas Services from January 2008 to October 2008. Senior Vice President,
International from September 2006 to January 2008. Vice President, Financial Services from April 2003 to September 2006. | 

ENBRIDGE INC.ANNUAL INFORMATION
FORM27

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|James A. Schultz
Calgary, Alberta
Canada |  | Senior Vice President,
New Ventures          |  | Senior Vice President, New Ventures since September 2006. Senior Vice President from April 2003 to September 2006. President of Enbridge Gas Distribution Inc. from June 2001 to
September 2006. | 
|---------------------------------------- |  | -------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | 
|John K. Whelen
Calgary, Alberta
Canada   |  | Senior Vice President, Corporate Development |  | Senior Vice President, Corporate Development since September 2006. Vice President & Treasurer from February 2002 to August 2006.                                                                 | 
|                                        

CONFLICTS OF INTEREST

Directors and officers of Enbridge and its subsidiaries are required to disclose the existence of potential conflicts in accordance with Enbridge policies
governing directors and officers and in accordance with the Canada Business Corporations Act. Although some of the directors sit on boards or may be otherwise associated with companies that ship crude
oil and/or natural gas on Enbridge's pipeline systems, Enbridge as a common carrier in Canada cannot, under its tariff, deny transportation service to a credit-worthy shipper. Further, due to the
specialized nature of the industry, Enbridge believes it is important for its Board to be composed of qualified and knowledgeable directors, so some of them must come from oil and gas producers and
shippers; the Governance Committee closely monitors relationships among directors to ensure that business associations do not affect the Board's performance. In a circumstance where a director
declares an interest in any material contract or material transaction being considered at a meeting, the director generally absents himself or herself from the meeting during the consideration of the
matter, and does not vote on the matter.

AUDIT, FINANCE & RISK COMMITTEE

The Audit, Finance & Risk Committee's Terms of Reference are attached to this AIF as Appendix A and can also be found on the Company's
website at www.enbridge.com.

RELEVANT EDUCATION AND EXPERIENCE OF MEMBERS

The members of the AFR Committee at Year End were David A. Leslie (Chair), J. Herb England, Robert W. Martin, George K. Petty, Charles E. Shultz and Catherine
L. Williams. The Board believes the composition of the AFR Committee reflects a high level of financial literacy and expertise. Each member of the AFR Committee has been determined by the Board to be
"independent" and "financially literate" as those terms are defined under Canadian and U.S. securities laws and NYSE requirements.

In
addition, the Board has determined that Messrs. England and Leslie and Ms. Williams are each an "Audit Committee Financial Expert" as that term is defined under U.S. securities
laws. The Board has made these determinations based on the education and breadth and depth of experience of each member of the AFR Committee. The following is a description of the education and
experience, apart from their respective roles as Directors of Enbridge, of each member of the AFR Committee that is relevant to the performance of his or her responsibilities as a member of the
AFR Committee.

David A. Leslie, F.C.A.

Mr. Leslie is a chartered accountant and in his career of over 30 years, he was, among other things, personally involved in and then an active
supervisor of persons engaged in preparing, auditing, analyzing and evaluating financial statements. He is the former Chairman and Chief Executive Officer of Ernst & Young LLP. He is
also a director and member of the audit committees of Enbridge Gas Distribution Inc. (a subsidiary of Enbridge Inc.), Crombie REIT, Empire Company Limited, Sobeys Inc.
(a subsidiary of Empire Company Limited), and Imris Inc. The NYSE Corporate Governance Standards requires that listed companies disclose if any member of the audit committee serves on
more than three public companies' audit committees. While Mr. Leslie does serve on more than three audit committees, he is no longer employed on a full-time basis and the Board
believes that his service on these audit committees enhances and does not impair his ability to serve on the Enbridge audit committee.

28ANNUAL INFORMATION
FORMENBRIDGE INC.

---



J. Herb England

Mr. England acquired extensive financial experience and exposure to accounting and financial issues during a lengthy career with the John Labatt Limited
group of companies, including as Chief Financial Officer of John Labatt Limited. He is currently Chairman and Chief Executive Officer of Stahlman-England Irrigation Inc., a contracting company
in Florida.

Robert W. Martin

Mr. Martin acquired significant financial experience and exposure to accounting and financial issues as President, Chief Executive Officer and director
of various corporations and in various finance positions. He was the President and Chief Executive Officer of Consumers Gas Company (now Enbridge Gas Distribution Inc.) where he was
responsible for financial aspects related to that corporation. He has acted as a member and Chair of other audit committees, and currently serves as Chair of the audit committee of HSBC
Bank Canada.

George K. Petty

Mr. Petty acquired significant financial experience and exposure to accounting and financial issues during his lengthy business career, which included
serving as President and Chief Executive Officer of Telus Corporation from 1994 to 1999. He has acted as a member of other U.S. and Canadian audit committees.

Charles E. Shultz

Mr. Shultz acquired significant financial experience as a business executive and board member of several large Canadian and U.S. public companies.
He served as President and Chief Executive Officer of Gulf Canada Resources Limited from 1990 to 1995 and has served as a director and Chairman of Canadian Oil Sands Limited since
its inception.

Catherine L. Williams

Ms. Williams held senior finance positions during a 30-year career in business which included international experience. She worked for
20 years in the Shell group of companies, including as Chief Financial Officer of Shell Canada Limited from 2003 to 2007 and as Controller of Shell Europe Oil Productions from 2001
to 2003.

PRE-APPROVAL POLICIES AND PROCEDURES

The AFR Committee has adopted a policy that requires pre-approval by the Committee of any services to be provided by the auditors, whether audit or
non-audit services. The policy prohibits the Company from engaging the auditors to provide the following non-audit services:



The
AFR Committee believes that the policy will protect the Company from the potential loss of independence of the external auditors. The AFR Committee has also adopted a policy which prohibits the
Company from hiring former employees of the auditors who provided more than 10 hours of audit, review or attest services for the Company or its subsidiaries within the one year preceding the
commencement of the audit of the current year's financial statements.

A
copy of the policies and procedures applicable to the pre-approval of non-audit services by the Company's external auditors may be obtained from the Corporate Secretary of
the Company by sending a written request to 3000, 425 - 1st Street S.W., Calgary, Alberta, T2P 3L8, by faxing a written request to
(403) 231-5929, by calling (403) 231-3900 or by sending an e-mail request to corporatesecretary@ enbridge.com.

ENBRIDGE INC.ANNUAL INFORMATION
FORM29

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EXTERNAL AUDITOR SERVICES  FEES

The following table sets forth all services rendered by the auditors, PricewaterhouseCoopers (PwC), by category, together with the corresponding fees billed by
the auditors for each category of service for the financial years ended December 31, 2008 and 2007.

|                   |  |   | 2008      |  |   | 2007      |  | Description of Fee Category                                                                                                                                                                                                                                                                                                                                                                                             | 
|------------------ |  | - | --------- |  | - | --------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|                  
|Audit Fees         |  | $ | 3,790,563 |  | $ | 3,700,662 |  | Represents the aggregate fees billed by the Company's auditors for audit services.                                                                                                                                                                                                                                                                                                                                      | 
|Audit-Related Fees |  |   | 280,944   |  |   | 269,296   |  | Represents the aggregate fees billed for assurance and related services by the Company's auditors that are reasonably related to the performance of the audit or review of the Company's financial statements and are not
included under "Audit Fees". During fiscal 2008 and 2007, the services provided in this category included due diligence related to prospectus offerings, technical guidance, and other items. | 
|Tax Fees           |  |   | 429,539   |  |   | 255,929   |  | Represents the aggregate fees billed for professional services rendered by the Company's auditors for tax compliance, tax advice and tax planning.                                                                                                                                                                                                                                                                      | 
|All Other Fees     |  |   | 146,383   |  |   | 88,354    |  | Represents the aggregate fees billed for products and services provided by the Company's auditors other than those services reported under "Audit Fees", "Audit Related Fees" and "Tax Fees", including Canadian Public
Accountability Board fees, French translation work and process reviews.                                                                                                                         | 
|                  
|Total Fees         |  | $ | 4,647,429 |  | $ | 4,314,241 |  |                                                                                                                                                                                                                                                                                                                                                                                                                         | 
|                  

LEGAL PROCEEDINGS

Information related to Enbridge's legal proceedings can be found in Note 29, "Commitments and Contingencies" to the 2008 Audited Annual
Consolidated Financial Statements.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

No director, executive officer or principal shareholder of Enbridge, or associate or affiliate of these persons, has any material interest, direct or indirect,
in any transaction within the last three years that has materially affected or will materially affect Enbridge.

REGISTRAR AND TRANSFER AGENT

The registrar and transfer agent for the Company's Common Shares is CIBC Mellon Trust Company:

|In Canada: CIBC Mellon Trust CompanyP.O. Box 7010, Adelaide Street Postal Station
Toronto, Ontario M5C 2W9
Telephone: 1-800-387-0825 or
416-643-5000 outside of North America
Website: www.cibcmellon.com/investorinquiry |  | In the U.S.: BNY Mellon Shareowner Services480 Washington Blvd.
Jersey City, New Jersey
U.S.A. 07310
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------

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The registrar and transfer agent for the Company's Preferred Shares, Series A is CIBC Mellon Trust Company:

In
Canada: CIBC Mellon Trust CompanyP.O. Box 7010, Adelaide Street Postal Station
Toronto, Ontario M5C 2W9
Telephone: 1-800-387-0825 or
416-643-5000 outside of North America
Website: www.cibcmellon.com/investorinquiry

MATERIAL CONTRACTS

Enbridge has not entered into any material contracts outside the ordinary course of business.

INTERESTS OF EXPERTS

The Company's auditors are PricewaterhouseCoopers LLP, Chartered Accountants (PwC). PwC has issued an auditors' report in respect of Enbridge's
consolidated financial statements, with accompanying notes, as at December 31, 2008 and 2007 and for each of the years in the three year period ended December 31, 2008. PwC has also
provided an opinion on the effectiveness of internal control over financial reporting as at December 31, 2008. Both of these opinions are dated February 12, 2009.

PwC
has advised that it is independent with respect to Enbridge within the meaning of the Rules of Professional Conduct of the Institute of Chartered Accountants of Alberta and the rules of the
U.S. Securities and Exchange Commission.

ADDITIONAL INFORMATION

Additional information about Enbridge is available on our website at www.enbridge.com and on SEDAR (System for Electronic Document
Analysis and Retrieval) at www.sedar.com in Canada, and on the U.S. Securities and Exchange Commission's website (EDGAR) at
www.sec.gov. The aforementioned information is made available in accordance with legal requirements and is not incorporated by reference into this AIF.

Additional
information, including directors' and officers' remuneration and indebtedness, principal holders of our securities and securities authorized for issuance under equity compensation plans,
where applicable, is contained in the Management Information Circular for our most recent annual meeting of shareholders at which directors were elected.

Additional
financial information is provided in Enbridge's Consolidated Financial Statements and MD&A for the most recently completed financial year.

Enbridge Gas Distribution Inc.

Additional information about EGD can be found in its AIF, Financial Statements and MD&A which have been filed with Canadian Securities Regulatory Authorities
and are available at www.sedar.com. These documents are not incorporated by reference into this AIF.

Enbridge Energy Partners, L.P. and Enbridge Energy Management, L.L.C.

Additional information about EEP and EEM can be found in their Annual Reports on Form 10-K that have been filed with the
U.S. Securities and Exchange Commission. These documents contain detailed disclosure with respect to each entity and are publicly available at www.sec.gov. No part
of the Form 10-K filed by EEP or by EEM is incorporated by reference into this AIF.

Enbridge Income Fund

Additional information about EIF can be found in its Annual Report and AIF filed with Canadian Securities Administrators in Canada. The AIF and the Annual
Report, which includes Consolidated Financial Statements and MD&A, contain detailed disclosure with respect to the Enbridge Income Fund

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and
are publicly available at www.sedar.com. EIF's Annual Report, Consolidated Financial Statements, MD&A and AIF are not incorporated by reference into this AIF.

Enbridge Pipelines Inc.

Additional information about Enbridge Pipelines Inc. can be found in its AIF, Financial Statements and MD&A which have been filed with Canadian
Securities Regulatory Authorities and are available at www.sedar.com. These documents are not incorporated by reference into this AIF.

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APPENDIX A

AUDIT, FINANCE & RISK COMMITTEE TERMS OF REFERENCE

I.       CONSTITUTION

There shall be a committee, to be known as the Audit, Finance & Risk Committee (the Committee), of the Board of Directors of Enbridge Inc.

II.      MEMBERSHIP

Following each annual meeting of shareholders of the Corporation, the Board shall elect from its members, not less than three (3) Directors to serve on
the Committee (the Members). The Members and the Chair of the Committee are elected by the Board following the nomination of Directors by the Governance Committee. No Member of the Committee
shall be an officer or employee of the Corporation or any of the Corporation's affiliates. All members of the
Committee shall, in the judgment of the Board, be unrelated and independent and shall satisfy applicable stock exchange and legal requirements. Determinations on whether a Director meets the
requirements for membership on the Committee shall be made by the Board. At least one member of the Committee shall be a "financial expert" as determined by the Board and as defined by American legal
or regulatory requirements. No Director may serve as a member of the Committee if such Director also serves on the audit committees of more than two other public entities unless the Board determines
that such simultaneous service would not impair the ability of such Director to effectively serve on the Committee.

Any
Member may be removed or replaced at any time by the Board and shall cease to be a Member upon ceasing to be a Director of the Corporation. Each Member shall hold office until the close of the
next annual meeting of Shareholders of the Corporation or until the Member ceases to be a Director, resigns or is replaced, whichever first occurs. Vacancies may be filled by the Board with nominees
approved by the Governance Committee.

III.    MEETINGS

The Committee shall convene at such times and places designated by its Chair or whenever a meeting is requested by a Member, the Board, an officer, the internal
auditor or the external auditors of the Corporation. A minimum of twenty-four (24) hours notice of each meeting shall be given to each Member and to the internal and external
auditors.

A
majority of the committee shall be duly convened if all Members are present, or at least a majority of the Members are present. A quorum at a meeting shall consist of at least a majority of Members.
Where the Members consent, and proper notice has been given or waived, Members of the Committee may participate in a meeting of the Committee by means of such telephonic, electronic or other
communication facilities as permit all persons participating in the meeting to communicate adequately with each other, and a Member participating in such a meeting by any such means is deemed to be
present at that meeting.

In
the absence of the Chair of the Committee, the Members may choose one (1) of the Members to be the Chair of the meeting.

At
the invitation of a Member, other Board members, officers or employees of the Corporation, the external auditors, external counsel and other experts or consultants may attend any meeting of
the Committee.

Members
of the Committee may meet separately with any member of management, the external auditors, the internal auditor, internal or external counsel or any other expert or consultant.

Minutes
shall be kept of all meetings of the Committee.

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IV.     FUNDING

The Corporation shall provide appropriate funding, as determined by the Committee, for the payment of compensation to the external auditors and any independent
counsel, experts or advisors employed by the Committee and administrative expenses of the Committee.

V.       REVIEW OF CHARTER

The Committee shall review and reassess the adequacy of its Terms of Reference at least annually and propose recommended changes to the Board.

VI.     DUTIES AND RESPONSIBILITIES OF THE CHAIR

The Chair is responsible for:



VII.   DUTIES AND RESPONSIBILITIES

The Committee provides assistance to the Board in fulfilling its oversight responsibility to the shareholders, the investment community and others, relating to
the integrity of the Corporation's financial statements and the financial reporting process, the management information systems and financial controls, the internal audit function, the external
auditors' qualifications, independence, performance and reports, the Corporation's compliance with legal and regulatory requirements and the risk identification, assessment and management program. In
so doing, it is the Committee's responsibility to maintain an open avenue of communication between the Committee, the external auditors, the internal auditors and management of the Corporation.

Management
is responsible for preparing the interim and annual financial statements and financial disclosure of the Corporation and for maintaining a system of internal controls to provide reasonable
assurance that assets are safeguarded and that transactions are authorized, executed, recorded and reported properly. The Committee's role is to provide meaningful and effective oversight and counsel
to management without assuming responsibility for management's day-to-day duties.

In
performance of its duties and responsibilities, the Committee shall have the right as it determines necessary to carry out its duties to engage independent counsel, experts and other advisors, to
inspect any and all of the books and records of the Corporation, its subsidiaries and affiliates, and to discuss with the officers of the Corporation, its subsidiaries and affiliates, the internal
auditor and the external auditors, such accounts, records and other matters as any Member considers appropriate.

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The
Committee shall have the following specific duties and responsibilities:

A.      DUTIES AND RESPONSIBILITIES RELATED TO THE EXTERNAL AUDITORS



B.      DUTIES AND RESPONSIBILITIES RELATED TO AUDITS AND FINANCIAL REPORTING



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C.      DUTIES AND RESPONSIBILITIES RELATED TO FINANCIAL REPORTING PROCESSES AND INTERNAL
CONTROLS



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D.      DUTIES AND RESPONSIBILITIES RELATED TO FINANCE



E.      DUTIES AND RESPONSIBILITIES RELATED TO RISK MANAGEMENT



F.       OTHER DUTIES OF AUDIT, FINANCE & RISK COMMITTEE



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VIII.  COMMITTEE TIMETABLE

The major annual activities of the Committee shall be outlined in an annual schedule.

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IX.     DELEGATION TO SUBCOMMITTEE

The Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Committee. The Committee may, in its
discretion, delegate to one or more of its members the authority to pre-approve any audit or non-audit services to be performed by the external auditors, provided that any such
approvals are presented to the Committee at its next scheduled meeting.

|DATE           |  | Terms of Reference                       |  | PROPOSED AGENDA                                                                                                                                                                                                           | 
|-------------- |  | ---------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|              
|Early February |  | B(iii),(ix),(x),(xi)                     |  |  Review Annual Financial Results                                                                                                                                                                                         | 
|               |  | B(iii)                                   |  |  Recommend Financial Statements for Enbridge Inc. (ENB) and Enbridge Pipelines Inc. (EP Inc.)                                                                                                                            | 
|               |  | B(xiv)                                   |  |  Recommend News Release                                                                                                                                                                                                  | 
|               |  | A(viii) B(ii),(vi),(vii)
B(viii), (xiii) |  |  Review External Auditor's Letter to Audit, Finance & Risk Committee (including review of quality and appropriateness of Company's accounting principles and controls, and perception of Company's
accounting personnel) | 
|               |  | B(v)                                     |  |  Review Management's approach to earnings releases and info provided to analysts                                                                                                                                         | 
|               |  |                                          |  |  Review Subsidiary Audit Committee Confirmations                                                                                                                                                                         | 
|               |  | A(i)                                     |  |  Recommend Appointment of Auditors                                                                                                                                                                                       | 
|               |  | A(iii)
E(i)
C(i),(iii),(iv)              |  | Recurring:
     Pre-approval of auditor engagements
     Review Financial Risk Management Report
     Review audit and financial reporting issues, and internal controls with external auditors                        | 
|               |  | D(i)                                     |  |  Recommend Annual Information Form for ENB and EP Inc. (and Form 40-F filing in U.S. for ENB)                                                                                                                            | 
|               |  | D(iii)                                   |  |  Recommend Form of Proxy and Management Information Circular                                                                                                                                                             | 
|               |  | B(iii), D(i)                             |  |  Recommend MD&A                                                                                                                                                                                                          | 
|              
|Early May      |  | B(iv),(ix),(x),(xi)                      |  |  Review First Quarter Financial Results and MD&A                                                                                                                                                                         | 
|               |  | B(xiv)                                   |  |  Recommend Interim Report/ News Release                                                                                                                                                                                  | 
|               |  | E(i)                                     |  |  Review Insurance Report (including loss prevention policies, disaster response and recovery programs, liability protection programs for D&O)                                                                            | 
|               |  | F(i)                                     |  |  Review Senior Officers' Expense Reports                                                                                                                                                                                 | 
|               |  | F(i)                                     |  |  Chair review of CEO Expense Reports                                                                                                                                                                                     | 
|               |  |                                          |  |  Review Major Contracts                                                                                                                                                                                                  | 
|               |  | B(viii)                                  |  |  Review Pension Plan Summary Report                                                                                                                                                                                      | 
|               |  | A(iii)
E(i)
C(i),(iii),(iv)              |  | Recurring:
     Pre-approval of auditor engagements
     Review Financial Risk Management Report
     Review audit and financial reporting issues, and internal controls with external auditors                        | 
|              

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|Late July/     |  | B(iv),(ix),(x),(xi)         |  |  Review Second Quarter Financial Results and MD&A                                                                                                                                                 | 
|-------------- |  | --------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|Early August   |  | B(xiv)                      |  |  Recommend Interim Report/ News Release                                                                                                                                                           | 
|               |  | B(ix),C(iii)(vi),(vii)      |  |  Review Audit Services:                                                                                                                                                                           | 
|               |  |                             |  |  Letter re: Employment Entitlements, Tax Deductions & Remittances                                                                                                                                 | 
|               |  |                             |  |  Report for year ended June 30                                                                                                                                                                    | 
|               |  |                             |  |  Plan for next year                                                                                                                                                                               | 
|               |  | A(i),(ii),(iv),(v)          |  |  Review External Auditors:                                                                                                                                                                        | 
|               |  | A(vii), B(i)                |  |  Engagement Letter (including auditor independence report)                                                                                                                                        | 
|               |  |                             |  |  Audit Plan (including auditor quality control procedures)                                                                                                                                        | 
|               |  | A(ii)                       |  |  Recommend External Audit Fees, and Review Engagements and Services other than as Shareholders' Auditors                                                                                          | 
|               |  | E(i)                        |  |  Review Corporate Risk Assessment Report                                                                                                                                                          | 
|               |  |                             |  |  Review next year's Committee Meeting Schedule and Agenda                                                                                                                                         | 
|               |  | A(iii)
E(i)
C(i),(iii),(iv) |  | Recurring:
     Pre-approval of auditor engagements
     Review Financial Risk Management Report
     Review audit and financial reporting issues, and internal controls with external auditors | 
|              
|Late October/  |  | B(iv),(ix),(x),(xi)         |  |  Review Third Quarter Financial Results and MD&A                                                                                                                                                  | 
|Early November |  | B(xiv)                      |  |  Recommend Interim Report/ News Release                                                                                                                                                           | 
|               |  | E(i)                        |  |  Review Tax Status Report                                                                                                                                                                         | 
|               |  | F(vii)                      |  |  Annual Performance Evaluation of AFRC                                                                                                                                                            | 
|               |  | F(i)                        |  |  Chair Review of CEO Expense Report                                                                                                                                                               | 
|               |  | A(iii)
E(i)
C(i),(iii),(iv) |  | Recurring:
     Pre-approval of auditor engagements
     Review Financial Risk Management Report
     Review audit and financial reporting issues, and internal controls with external auditors | 
|              
|December       |  | B(iii)                      |  |  Review Annual Financial Statement Disclosure                                                                                                                                                     | 
|               |  | B(ii)                       |  |  Review Management letter to Audit, Finance & Risk Committee                                                                                                                                      | 
|               |  | C(ii)                       |  |  Review with Management the Corporation's admin, operational and accounting internal controls and security of IT systems                                                                          | 
|               |  | B(iii), D(i)                |  |  Review Draft MD&A                                                                                                                                                                                | 
|              

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