Exhibit 10.1

ENBRIDGE EMPLOYEE SERVICES, INC.

EXECUTIVE EMPLOYMENT AGREEMENT

BETWEEN

ENBRIDGE EMPLOYEE SERVICES, INC.

- and -

[____________]

Dated As of [____________]

TABLE OF CONTENTS

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EXECUTIVE EMPLOYMENT AGREEMENT

THIS AGREEMENT (the “Agreement”) is made effective as of [____________] (the “Effective Date”), by and between: ENBRIDGE EMPLOYEE SERVICES, INC. (hereinafter called the “Company”) and [____________] (hereinafter called the “Executive”).

WHEREAS:

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants herein contained, it is hereby agreed as set forth below.

ARTICLE 1

DEFINITIONS AND INTERPRETATION

1.1 Definitions. In addition to the terms defined in the text hereof, terms with initial capital letters as used herein have the meanings assigned to them below for all purposes of this Agreement, unless the context reasonably requires a broader, narrower or different meaning.

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The determination of “Cause” shall be made by the Company’s Board of Directors. Any such determination shall be reasonable and made in good faith and shall consider the manner and the specific facts and circumstances supporting the determination. Before the Company can terminate Executive for Cause pursuant to clause (a), (b), (c), (e), (f) or (g) above, the Board of Directors shall give Executive written Notice of any alleged violation of said provision. In each such case, termination shall occur only after Executive has been provided Notice which specifically identifies the manner and sets forth specific facts, circumstances and examples of which the Board of Directors believes that Executive has breached this

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Agreement, and despite this Notice Executive has continued willful failure to cure such breach or non-performance to the satisfaction of the Company within the time period set by the Board of Directors, but in no event, less than ten (10) Business Days after Executive’s receipt of such Notice. The cure period referenced in the preceding sentence shall not be reduced unless the Board of Directors reasonably determines, in good faith, that the “Cause” event is not curable under the circumstances. Any determination that a “Cause” event is incurable shall be included in the required Notice to Executive before the Company may terminate the Executive for Cause, and shall identify the manner and set forth specific facts, circumstances and examples supporting that determination.

For purposes of this definition, no act or failure to act on Executive’s part shall be deemed “willful” unless it is done or omitted by Executive without his reasonable belief that such action or omission was in the best interest of the Company or an Affiliate. Assuming disclosure of the pertinent facts, any action or omission by Executive after consultation with, and in accordance with the advice of, legal counsel reasonably acceptable to the Company shall be deemed to have been taken in good faith and to not be “willful” for purposes of this Agreement.

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Evidence of such Disability shall be certified by a physician acceptable to both the Company and Executive. In the event that the Parties are not able to agree on the choice of a physician, each shall select one physician who, in turn, shall select a third physician to render such certification. All costs relating to the determination of whether Executive has incurred a Disability shall be paid by the Company. Executive agrees to submit to any examinations that are reasonably required by the attending physician or other healthcare service providers to determine whether he has a Disability.

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Notwithstanding the foregoing definition of “Good Reason”, Executive cannot terminate his employment under the Agreement with Good Reason unless Executive (1) first provides written Notice to the Board of Directors of the event (or events) that Executive believes constitutes a Good Reason event (above) within ninety (90) days from the date that the Executive first knew or should have known of such event, and (2) provides the Company with at least thirty (30) days to cure, correct or mitigate the Good Reason event so that it either (A) does not constitute a Good Reason event hereunder or (B) Executive specifically agrees, in writing, that after any such modification or accommodation by the Company, such event does not constitute a Good Reason event hereunder. For greater clarity, the said 30-day notice may be given at any time up to the 60^th day of the said 90-day period.

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ARTICLE 2

EMPLOYMENT

2.1 Position, Duties and Responsibilities of Executive

Executive shall have such responsibilities and powers as the Board of Directors or the bylaws of the Company or its Affiliates, may from time to time prescribe and are currently contemplated by his position as [__________________________] or substantially equivalent duties and responsibilities. Except as may be authorized by the Board of Directors, the Executive shall devote the whole of his time to the Executive’s duties hereunder and shall use his best efforts to promote the interests of the Company and its Affiliates.

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The foregoing notwithstanding, the Parties recognize and agree that the Executive may engage in passive personal investments (such as real estate investments and rental properties) and other civic and charitable activities (such as continued service on non-profit and/or educational boards) that do not conflict with the business and affairs of the Company or interfere with the Executive’s performance of his duties hereunder without the necessity of obtaining the consent of the Board of Directors. In this regard, the Company agrees that the Executive may continue to serve on corporate, civic or charitable boards of directors or committees listed on “Appendix A” to this Agreement, subject to the Company’s right to give the Executive (at the sole discretion of the Board of Directors) six (6) months advance notice of a decision to revoke this approval, and in such case the Executive must remove himself within the six-month time period.

Further, the Executive may serve on other corporate, civic or charitable boards of directors or committees only with prior written approval and at the sole discretion of the Board of Directors (excluding any which would create a conflict of interest or which are competitors of the Company), subject to the Company’s right to give the Executive (at the sole discretion of the Board of Directors) three (3) months advance notice of a decision to revoke this approval, and in such case the Executive must remove himself within the three-month time period.

Executive acknowledges and agrees that he owes a fiduciary duty of loyalty, fidelity, and allegiance to use his best efforts to act at all times in the best interests of the Company and its Affiliates. In keeping with these duties, the Executive shall make full disclosure to the Company of all business opportunities pertaining to the Company’s business, and he shall not appropriate for his own benefit any business opportunity concerning the subject matter of this fiduciary relationship.

2.2 Term of Agreement and Executive Notice of Resignation

The term of this Agreement shall commence on the Effective Date and shall continue in effect to and including the earliest of:

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In the event of Executive’s termination for any reason set forth in Sections 2.2(a)-(d), Executive will be entitled to the following minimum termination compensation: (i) payment of Executive’s regular Annual Salary and benefits through the Termination Date, (ii) payment for all accrued, unused vacation through the Termination Date, (iii) payment of Executive’s Annual Incentive Bonus for the calendar/fiscal year ending prior to the Termination Date, if executive otherwise qualifies for the Bonus and the Bonus was not already paid, (iv) reimbursement for business expenses properly incurred in accordance with applicable Company policy prior to the Termination Date, and (v) any generally applicable vested benefits to which Executive is entitled as a former employee under the employee benefit plans of the Company and Affiliates.

In the event of Executive’s termination pursuant to Section 2.2(a), (b) or (c), he shall not be entitled to any separation benefits under Section 2.7.

Upon termination of the Executive’s employment hereunder for any reason, the Executive shall be deemed to have resigned from all positions that the Executive holds as an officer or a member of any board of directors (or a committee thereof) of the Company or any of its Affiliates, including Parent.

2.3 Executive’s Obligation to Provide Notice of Resignation

Executive’s entitlement to terminate this Agreement at his pleasure, other than for Good Reason, is subject to the requirement that he provide at least 120 days’ prior written notice of his intent to resign. Upon receipt of such written notice of intent to resign, the Board shall have the right to accelerate the effective date of his resignation (the Termination Date), in its sole discretion, and Executive shall not be entitled to any separation benefits under Section 2.7 in the event that the Company chooses to accelerate the Termination Date. Executive also has an obligation to provide written notice of the intent to resign for Good Reason, described in Section 1.1, above.

2.4 Benefits

In addition to any other benefits provided to, or on behalf of, Executive under this Agreement during its term, Executive shall be entitled to participate in any pension, retirement, 401(k), profit-sharing, and other employee benefits plans or programs of the Company to the same extent as made available, from time to time, to other U.S.-based executive officers of the Company, subject to the terms and conditions of such plans or programs. Executive shall also be entitled to participate in any group insurance, hospitalization, medical, dental, health, life, accident, disability and other employee benefits plans or programs of the Company to the same extent as made available, from time to time, to other U.S.-based executive officers of the Company and their spouses and eligible dependents, subject to the terms and conditions of such plans or programs.

2.5 Termination of Agreement upon Disability of Executive

In the event of the Executive’s Disability, this Agreement may be terminated by the Company on 30 days’ prior written notice. Executive will continue to be entitled to any vested benefits provided under the disability and pension plans of the Company or its Affiliates applicable to the Executive as of the Date of Termination, and any further eligibility or participation beyond the termination date will be subject to the terms of the applicable Plan Documents.

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2.6 Termination of Agreement by the Company for Cause

The Company may terminate Executive’s employment with the Company and its Affiliates, at any time and without advance Notice to the Executive (subject to the notice and cure requirements in paragraph 1.1(i)), for Cause. In the event of Executive’s termination pursuant to this Section 2.6, he shall not be entitled to any separation benefits under Section 2.7.

2.7 Termination of Employment by the Company or the Executive for Other Reason

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For the purposes of determining Executive’s final or best average earnings, for purposes of determining the U.S. Pension Payout Amount, the following factors will be used:

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2.8 Release Agreement and Payment

Notwithstanding any provision of this Agreement to the contrary, in order to receive the separation benefits provided under Section 2.7 (the “Separation Benefits”), Executive must first execute the Release (on a form provided by the Company), in substantially the same form as set forth in Appendix B hereto, whereby Executive agrees to release and waive, in return for such Separation Benefits, any claims that he may have against the Company and its Affiliates including, without limitation, for unlawful discrimination or retaliation (e.g., Title VII of the U.S. Civil Rights Act); provided, however, the Release shall not release any claim by or on behalf of Executive for any payment or benefit that is due and payable under the terms of this Agreement.

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Executive must sign and return the executed Release within the period that ends at the close of the business day that occurs on or next following twenty-one (21) calendar days after the day that he receives the Release on or after the Termination Date. No Separation Benefits shall be payable or provided by the Company unless and until the Release has been executed by Executive, has not been revoked, and is no longer subject to revocation by Executive. The Separation Benefits shall be paid or provided by the Company within 60 days of the Termination Date, but only if the Release has been properly executed by Executive and is not revocable at that time, regardless of the date on which the Release was actually executed by Executive. In the event that such 60-day period spans two calendar years, the Separation Benefits will be paid in the later year. If the conditions set forth in the preceding sentence are not satisfied by Executive, the Separation Benefits shall be forfeited hereunder without the necessity of any further notice.

ARTICLE 3

CONFIDENTIAL INFORMATION AND RESTRICTIVE COVENANTS

3.1 Access to Confidential Information and Specialized Training

In connection with his employment and continuing on an ongoing basis during the Employment Period, the Company and its Affiliates will give the Executive access to Confidential Information, which the Executive did not have access to or knowledge of before the execution of this Agreement. The Executive acknowledges and agrees that all Confidential Information is confidential and a valuable, special and unique asset of the Company that gives the Company an advantage over its actual and potential, current and future competitors. The Executive further acknowledges and agrees that the Executive owes the Company a fiduciary duty to preserve and protect all Confidential Information from unauthorized disclosure or unauthorized use, that certain Confidential Information constitutes “trade secrets” under applicable laws, and that unauthorized disclosure or unauthorized use of the Confidential Information would irreparably injure the Company or an Affiliate.

3.2 Agreement Not to Use or Disclose Confidential Information

Both during the term of the Executive’s employment and after his termination of employment for any reason (including wrongful termination), the Executive shall hold all Confidential Information in strict confidence, and shall not use any Confidential Information except for the benefit of the Company or its Affiliates, in accordance with the duties assigned to the Executive. The Executive shall also comply with the “Enbridge Inc. and its Subsidiaries Revised Statement of Business Conduct” as it may be amended, and any similar or successor policy maintained or adopted by the Company.

Notwithstanding any other provision of this Agreement to the contrary, the Parties understand and agree that (a) the Executive may disclose Confidential Information when required to do so by a court of competent jurisdiction, by any governmental agency having authority over the Executive or the business of the Company, or by any administrative body or legislative body (including a committee thereof) with jurisdiction to order the Executive to divulge, disclose or make accessible such information, in each case, subject to the Executive’s obligations to notify the Company to the extent required under this Agreement or the Release; and (b) nothing in this Agreement is intended to interfere with the Executive’s right to (1) report possible violations of federal, state, or local law or regulation to any governmental or law enforcement agency or entity; (2) make other disclosures that are protected under the whistle blower provisions of federal, state,

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or local law or regulation (including, but not limited to, any legally protected whistleblower rights pursuant to Rule 21F promulgated under the Securities Exchange Act of 1934, as amended, and the right to receive an award for information provided to any such government agencies); (3) prevent or otherwise interfere with the Executive’s right to file a charge, complaint, or claim with any governmental agency or entity charged with enforcement of any law, including, but not limited to, the Equal Employment Opportunity Commission (the “EEOC”); or (4) cooperate, participate in or provide truthful testimony to the EEOC or any other federal, state or local governmental or law agency or entity or any court with respect to any investigation, hearing, or proceeding being conducted by a governmental or law agency or entity or any court.

For purposes of clarity, in making or initiating any such reports or disclosures or engaging in any of the conduct outlined in subsection (b) above, the Executive may disclose Confidential Information, but only to the extent necessary, to such governmental or law enforcement agency or entity or such court, and need not seek prior authorization from the Company, and is not required to notify the Company of any such reports, disclosures or conduct.

3.3 Duty to Return Company Documents and Property

Upon the termination of the Executive’s employment with the Company and its Affiliates, for whatever reason, the Executive shall immediately return and deliver to the Company any and all papers, books, records, documents, memoranda and manuals, e-mail, electronic or magnetic recordings or data, including all copies thereof, belonging to the Company or an Affiliate or relating to their businesses, in the Executive’s possession or under his control, and regardless of whether prepared by Executive or others. If at any time after the Employment Period, the Executive determines that he has any Confidential Information in his possession or under his control, the Executive shall immediately return to the Company all such Confidential Information, including all copies (including electronic versions) and portions thereof. Within one (1) day after the end of the Employment Period for any reason, the Executive shall return to Company all Confidential Information which is in his possession, custody or control.

3.4 Non-Solicitation Restriction

To protect the Confidential Information, and in the event of the Executive’s termination of employment for any reason, it is necessary to enter into the following restrictive covenants which are ancillary to the enforceable promises between the Company and the Executive in this Agreement. Executive hereby covenants and agrees that he will not, directly or indirectly, either individually or as a principal, owner, agent, or in any other capacity or on behalf of any other Person, except on behalf of the Company or an Affiliate, solicit business, or attempt to solicit business, in products or services competitive with any products or services provided by the Company or any Affiliate, from the Company’s or Affiliate’s partners or customers (or any prospective partner or customer so long as he had access to Confidential Information about said prospective partner or customer) as of the Termination Date, or any other Person with whom the Company or Affiliate had a business relationship related to the competitive products or services within the one (1) year period immediately preceding the Termination Date, provided that Executive had a business related contact with or, through his employment, had access to Confidential Information about said partner, customer, or Person related to the competitive products or services. This non-solicitation covenant shall remain in effect for one year following the Termination Date.

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3.5 Non-Competition Restriction

The Executive recognizes and understands that in performing the duties and responsibilities of his employment as outlined in this Agreement, he will occupy a position of high fiduciary trust and confidence, pursuant to which he has developed and will develop and acquire wide experience and knowledge with respect to the businesses carried on by the Company and its affiliates and the manner in which such businesses are conducted. It is the expressed intent and agreement of the Executive and of the Company that such knowledge and experience shall be used solely and exclusively in the furtherance of the business interests of the Company and its affiliates and not in any manner detrimental to them. The Executive therefore agrees that so long as he is employed by the Company pursuant to this Agreement he shall not engage in any practice or business in competition with the business of the Company or any of its affiliates.

In the event of termination of the Executive’s employment for any reason, the Executive agrees that he will not, directly or indirectly, for a period of 12 months from the date of termination of employment, without the prior written consent of the Company (not to be unreasonably withheld) either alone or in partnership or in conjunction with any Person or Persons (collectively a “Business Entity”) as principal, agent, shareholder, employee, director or in any other manner whatsoever carry on or be engaged in or concerned with or interested in, or advise, lend money to, guarantee the debts or obligations of or permit his name or any part thereof to be used or employed by any Business Entity engaged or interested in the transportation, distribution or marketing of crude oil, natural gas or natural gas liquids, the gathering or processing of natural gas including the extraction of natural gas liquids, power generation, transmission, distribution or marketing, the production, transmission, distribution or marketing of renewable or green energy including wind, solar or thermal:

provided that Executive was involved with, directly or indirectly through the supervision or management of employees, or received Confidential Information about, the enumerated business line(s) conducted within any such State or Province.

If any covenant or provision in this Section 3.5 is determined to be void or unenforceable in whole or in part, it shall be deemed not to affect or impair the validity of any other covenant or provision, and each of Sections 3.5(a) to (c) are hereby declared to be separate and distinct covenants (and for this purpose each province or state intended to be named in Section 3.5(b) and (c) shall be considered to be set forth in a separate subclause of this Section 3.5 and to be separate and distinct covenant). The Executive agrees that all the provisions of this Section 3.5 are reasonable in the interests of the Company and its continuing business and operations. The foregoing provisions of this Section 3.5 shall not apply to the acquisition by the Executive, directly or indirectly, or through any Business Entity of up to 1% of the shares or other securities of a Business Entity quoted or traded on any public stock exchange in Canada or the United States.

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3.6 No-Recruitment Restriction

The Executive shall not, directly or indirectly, for the Executive or for any other Person, in any geographic area or market where the Company or any of its Affiliates is conducting any business, induce any employee of the Company of any of its Affiliates with whom Executive worked, had a business-related contact, or about whom Executive learned Confidential Information, to terminate his or his employment with the Company or such Affiliate, or hire or assist in the hiring of any such employee by any Person not affiliated with the Company, unless such employee has terminated employment with the Company and its Affiliates for at least thirty (30) days before such initial solicitation. These obligations shall apply during the period that the Executive is employed by the Company and during the two-year period commencing on the Termination Date. Notwithstanding the foregoing, the provisions of this Section 3.6 shall not restrict the ability of the Company or its Affiliates to take any action with respect to the employment or the termination of employment of any of its employees, or for the Executive to participate in his capacity as an officer of the Company. Executive shall not be in violation of this Section 3.6 as a result of a general advertisement not targeted specifically at employees of the Company or its Subsidiaries.

3.7 Post-Termination Cooperation

Following termination of Executive’s employment with the Company and its Affiliates, for whatever reason, upon request by the Company, Executive shall reasonably cooperate with the Company to assist with existing or future investigations, proceedings, litigations or examinations involving the Company or any of its Affiliates. Executive agrees to render such cooperation without additional compensation during the first year following the Termination Date, and further agrees to render up to eighty (80) hours without additional compensation in the second year following the Termination Date. Company agrees to reasonably compensate Executive for such cooperation that Executive renders in excess of eighty (80) hours during the second year following the Termination Date, and for all such cooperation that is rendered by Executive more than two years after the Termination Date. Compensation shall be at a reasonable hourly rate mutually agreed by Executive and the Company. Upon presentment of satisfactory documentation, the Company will reimburse Executive for reasonable out-of-pocket travel, lodging and other incidental expenses he incurs in providing such assistance. Executive shall make reasonable good faith efforts to travel to such locations as the Company may reasonably request.

3.8 Reformation

It is expressly understood and agreed that the Company and the Executive consider the restrictions contained in this Article 3 to be reasonable and necessary to protect the Confidential Information and legitimate business interests of the Company or its Affiliates. The Executive further acknowledges that the amount of his compensation reflects, in part, his obligations and the Company’s rights under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, and 3.10 of this Agreement; that he has no expectation of any additional compensation, royalties or other payment of any kind not otherwise referenced herein in connection herewith; that he will not be subject to

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undue hardship by reason of his full compliance with the terms and conditions of these provisions of the Agreement or the Company’s enforcement thereof. Nevertheless, if any of the aforesaid restrictions are found by a court having jurisdiction to be unreasonable, or overly broad as to geographic area or time, or otherwise unenforceable, the Parties intend for the restrictions therein set forth to be modified by such court so as to be reasonable and enforceable and, as so modified, to be fully enforced in the geographic area and for the time period to the full extent permitted by law.

3.9 No Previous Restrictive Agreements

The Executive represents that, except as disclosed in writing to the Company prior to the Effective Date, he is not bound by the terms of any agreement with any previous unrelated employer or other Person to (a) refrain from using or disclosing any trade secret or confidential or proprietary information in the course of the Executive’s employment by the Company or (b) refrain from competing, directly or indirectly, with the business of such previous employer or any other Person, or to solicit any employee, representative or customer of any previous employer. The Executive further represents that his performance under this Agreement will not breach any (i) agreement to keep in confidence proprietary information, knowledge or data acquired by the Executive in confidence prior to the Executive’s employment with the Company, or (ii) non-competition or non-solicitation restrictive covenant or any other similar type of agreement with any previous employer. The Executive agrees that he will not disclose to the Company or induce the Company to use any confidential or proprietary information or material belonging to any previous employer or any other Person.

3.10 No Disparaging Comments

The Executive shall refrain from any criticisms or disparaging comments about the Company or in any way relating to the Executive’s employment or separation from employment. Similarly, the Company shall instruct the Executive Leadership Team to refrain from any criticisms or disparaging comments about the Executive or in any way relating to the Executive’s employment or separation from employment; provided, however, that nothing in this Section 3.10 shall restrict these covered individuals from making truthful statements in the course of any performance reviews, internal investigations, or disciplinary actions. Further, nothing in this Section 3.10 shall restrict the truthful communication of information by the Company or any of its Affiliates or by the Executive to any state or federal law enforcement or administrative agency or court of competent jurisdiction. The Company and the Executive will thus not be in breach of this covenant solely by reason of truthful testimony or disclosure that is required for compliance with applicable law or regulation or by compulsion of law. A violation or threatened violation of this prohibition may be enjoined by a court of competent jurisdiction. The rights under this provision are in addition to any and all rights and remedies otherwise afforded by law to the Parties.

3.11 Remedies

The Executive acknowledges that the restrictions contained in this Article 3, in view of the nature of the Company’s business, are reasonable and necessary to protect the Company’s legitimate business interests, and that any violation of this Agreement would result in irreparable injury to the Company. In the event of a breach or a threatened breach by the Executive

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of any provision of this Article 3, the Company shall be entitled to a temporary restraining order and injunctive relief restraining the Executive from the commission of any breach, and to recover the Company’s attorneys’ fees, costs and expenses related to the breach or threatened breach, to the extent ordered by a court of competent jurisdiction, in the amount ordered in a final decision by said court. For the purposes of this Agreement, a “threatened breach” means any action or statement by Executive that suggests that a breach is probable or likely to occur, and imminent. Nothing contained in this Agreement shall be construed as prohibiting the Company from pursuing any other remedies available to it for any such breach or threatened breach. These covenants and disclosures shall each be construed as independent of any other provision in this Agreement, and the existence of any claim or cause of action by Executive against the Company or an Affiliate, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of such covenants and agreements.

In the event of a breach or a threatened breach by the Executive of Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, or 3.10 of this Agreement, the Company and Parent shall be entitled to cancel all unvested options or performance share units. This Paragraph does not require the cancellation of any vested options or performance share units. In the event a court of competent jurisdiction determines that no breach or threatened breach has occurred, the Company shall be required to reinstate any unvested or unexercised options or performance share units or make an equivalency payment. In addition, the Executive shall be entitled to recover his costs and attorneys’ fees to the extent ordered by a court of competent jurisdiction, in the amount ordered in a final decision by said court.

3.12 Forfeiture Provision

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3.13 Company Documents and Property

All writings, records, and other documents and things comprising, containing, describing, discussing, explaining, or evidencing any Confidential Information, and all equipment, components, parts, tools, and the like in the Executive’s custody, possession or control that have been obtained or prepared in the course of the Executive’s employment with the Company or an Affiliate shall be the exclusive property of the Company or an Affiliate. Notwithstanding the foregoing, subject to the confidentiality obligations set forth in Section 3.2 of this Agreement, Executive may retain (a) his calendar, (b) his personal contacts, (c) his business mobile telephone number, and (d) only to the minimum extent reasonably needed for tax preparation purposes, personal correspondence and data.

3.14 Legal Fees and Expenses

The Company shall pay all reasonable costs incurred by the Executive, as determined in the discretion of the Board, in respect of legal, consulting and accounting expenses in connection with the negotiation and execution of this Agreement. The Company shall pay all costs, charges and expenses incurred in respect of legal, consulting and accounting expenses (including legal fees, charges and disbursements on an as between an attorney and his own client basis) that are incurred by the Executive or his estate in taking any action or enforcing any right or benefit provided to the Executive under this Agreement; provided, however, only if, and to the extent, that the Executive is substantially successful in any such action or in enforcing any such right or benefit, and provided further, that any and all payments pursuant to this Section 3.14, on

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an aggregated basis, shall not exceed a maximum amount of $30,000 (or such greater amount as may be ordered by any court or other competent authority or as provided in Section 3.12 or elsewhere in this Agreement). Nothing in this Paragraph 3.14 shall or is intended to limit indemnification of Executive by the Company as provided by law, under any insurance agreement maintained by the Company that provides indemnification to Executive, in the Company’s by-laws, or as otherwise agreed.

3.15 Defend Trade Secrets Act

The Executive is hereby notified that in accordance with the Defend Trade Secrets Act of 2016, as it may be amended from time to time, that, notwithstanding any provision of this Agreement (or any other agreement with the Company regarding confidentiality) to the contrary, the Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. The Executive is further notified that if the Executive files a lawsuit for retaliation against the Company for reporting a suspected violation of law, the Executive may disclose the Company’s trade secrets to Executive’s attorney and use the trade secret information in the court proceeding if the Executive (i) files any document containing the trade secret under seal and (ii) does not disclose the trade secret, except pursuant to a court order.

ARTICLE 4

GENERAL PROVISIONS

4.1 Matters Relating to Section 409A of the Code

Notwithstanding any provision in this Agreement to the contrary, if the payment of any compensation or benefit provided hereunder (including, without limitation, any Separation Benefits) would be subject to additional taxes and interest under Section 409A of the Code (“Section 409A”), and not exempt from the application of Section 409A, then the following provisions shall apply:

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4.2 Withholdings; Right of Offset

The Company may withhold and deduct from any benefits and payments made or to be made pursuant to this Agreement (a) all federal, state, local, foreign, and other taxes as may be required pursuant to any law or governmental regulation or ruling, (b) all other employee deductions made with respect to the Company’s employees generally, and (c) any advances made to the Executive and owed to the Company.

4.3 Nonalienation

The right to receive payments under this Agreement shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge or encumbrance by the Executive, his dependents or beneficiaries, or to any other Person who is or may become entitled to receive such payments hereunder. The right to receive payments hereunder shall not be subject to or liable for the debts, contracts, liabilities, engagements or torts of any Person who is or may become entitled to receive such payments, nor may the same be subject to attachment or seizure by any creditor of such Person under any circumstances, and any such attempted attachment or seizure shall be void and of no force and effect.

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4.4 Successors and Assigns

This Agreement shall be binding upon and inure to the benefit of the Company and any successor of the Company (whether direct or indirect, by purchase, merger, consolidation or otherwise), and this Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as previously defined and any successor by operation of law or otherwise, as well as any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement. Except as provided in the preceding provisions of this Section 4.4, this Agreement, and the rights and obligations of the Parties hereunder, are personal in nature and neither this Agreement, nor any right, benefit, or obligation of either Party hereto, shall be subject to voluntary or involuntary assignment, alienation or transfer, whether by operation of law or otherwise, without the written consent of the other Party.

4.5 Notice

Each Notice or other communication required or permitted under this Agreement shall be in writing and transmitted, delivered, or sent by personal delivery, prepaid courier or messenger service (whether overnight or same-day), or prepaid certified United States mail (with return receipt requested), addressed (in any case) to the other Party at the address for that Party set forth below or under that Party’s signature on this Agreement, or at such other address as the recipient has designated by Notice to the other Party.

To the Company:

Enbridge Employee Services, Inc.

200, 425 – 1^st Street S.W.

Calgary, AB T2P 3L8

Attention: Chief Legal Officer

To Executive: (As set forth below his signature on the signature page of this Agreement.)

Each Notice or communication so transmitted, delivered, or sent (a) in person, by courier or messenger service, or by certified United States mail (return receipt requested) shall be deemed given, received, and effective on the date delivered to or refused by the intended recipient (with the return receipt, or the equivalent record of the courier or messenger, being deemed conclusive evidence of delivery or refusal), or (b) by telecopy or facsimile shall be deemed given, received, and effective on the date of actual receipt (with the confirmation of transmission being deemed conclusive evidence of receipt, except where the intended recipient has promptly Notified the other Party that the transmission is illegible). Nevertheless, if the date of delivery or transmission is not a Business Day, or if the delivery or transmission is after 4:00 p.m. (local time at the recipient) on a Business Day, the Notice or other communication shall be deemed given, received, and effective on the next Business Day.

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4.6 Severability

It is the desire of the Parties hereto that this Agreement be enforced to the maximum extent permitted by law, and should any provision contained herein be held unenforceable by a court of competent jurisdiction, the Parties hereby agree and consent that such provision shall be reformed to create a valid and enforceable provision to the maximum extent permitted by law; provided, however, if such provision cannot be reformed, it shall be deemed ineffective and deleted herefrom without affecting any other provision of this Agreement. This Agreement should be construed by limiting and reducing it only to the minimum extent necessary to be enforceable under then applicable law.

4.7 No Third Party Beneficiaries

This Agreement shall be binding upon and inure to the benefit of the Parties hereto, and to their respective successors and permitted assigns hereunder, but otherwise this Agreement shall not be for the benefit of any third parties.

4.8 Waiver of Breach

No waiver by either Party of a breach of any provision of this Agreement by the other Party, or of compliance with any condition or provision of this Agreement to be performed by the other Party, will operate or be construed as a waiver of any subsequent breach by the other Party or any similar or dissimilar provision or condition at the same or any subsequent time. The failure of either Party to take any action by reason of any breach will not deprive such Party of the right to take action at any time while such breach continues.

4.9 Survival of Certain Provisions

Wherever appropriate to the intention of the Parties, the respective rights and obligations of the Parties hereunder shall survive any termination or expiration of this Agreement or the termination of the Executive’s employment. Surviving provisions include, but are not limited to, all of the provisions set forth in Article 3.

4.10 Entire Agreement; Amendment and Termination

This Agreement contains the entire agreement of the Parties with respect to the matters covered herein; moreover, this Agreement supersedes all prior and contemporaneous agreements and understandings, oral or written, between the Parties concerning the subject matter hereof. This Agreement may be amended, waived or terminated only by a written instrument that is identified as an amendment, waiver or termination hereto and that is executed by or on behalf of each Party.

This Agreement supersedes and replaces any prior agreements between the Parties in their entirety.

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4.11 Interpretive Matters

In the interpretation of the Agreement, except where the context otherwise requires:

4.12 Governing Law; Jurisdiction

All matters or issues relating to the interpretation, construction, validity, and enforcement of this Agreement shall be governed by the laws of the State of Texas, without giving effect to any choice-of-law principle that would cause the application of the laws of any jurisdiction other than Texas. Jurisdiction and venue of any action or proceeding relating to this Agreement or any Dispute shall be exclusively in the federal and state courts of competent jurisdiction in the Houston, Texas metropolitan area. Executive consents to personal jurisdiction of such courts to adjudicate any Dispute relating to or arising out of this Agreement or Executive’s employment or termination of employment, and Executive agrees that Executive shall not challenge personal or subject matter jurisdiction in such courts. EACH OF THE PARTIES HEREBY VOLUNTARILY AND IRREVOCABLY WAIVES TRIAL BY JURY IN ANY LITIGATION, ACTION OR OTHER PROCEEDING BROUGHT IN CONNECTION WITH THIS AGREEMENT.

4.13 Executive Acknowledgments

The Executive’s acceptance of employment with the Company, and the performance of his duties hereunder, will not conflict with or result in a violation of, a breach of, or a default under any contract, agreement or understanding to which he is a party or is otherwise bound.

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The Executive acknowledges that (a) he is knowledgeable and sophisticated as to business matters, including the subject matter of this Agreement, (b) he has read this Agreement and understands its terms and conditions, (c) he has had ample opportunity to discuss this Agreement with his legal counsel prior to execution, and (d) no strict rules of construction shall apply for or against the drafter or any other Party. Executive represents that he is free to enter into this Agreement including, without limitation, that he is not subject to any covenant not to compete or other restrictive covenant that would conflict with his employment duties and covenants under this Agreement.

If the Executive’s employment with the Company terminates for whatever reason, the Executive agrees to notify any subsequent employer of the restrictive covenants contained in this Agreement. In addition, the Executive authorizes the Company to provide a copy of the restrictive covenants sections of this Agreement to third parties, including but not limited to, the Executive’s subsequent, anticipated or possible future employer.

4.14 Dispute Resolution

If there is a dispute arising out of or related to this Agreement, and if the dispute cannot be settled through direct discussions, the aggrieved party shall by written notice demand that the dispute be submitted to non-binding mediation before any action is filed in a court or other forum. The Executive and the Company hereby agree to endeavor to settle the dispute in an amicable manner by participating in non-binding mediation held in Houston, Harris County, Texas or such other location as agreed by the Parties, before a mediator jointly selected by the Parties, before either party seeks recourse in court or an arbitral forum (except as otherwise set forth in this Agreement). The Parties agree to make a good faith attempt to resolve the dispute through mediation within thirty (30) days after the written demand for mediation is received by the non-aggrieved party. If the dispute remains unresolved more than thirty (30) days after the written demand for mediation is received by the non-aggrieved party, either party may initiate the filing of an action in court or other forum. The cost of mediation shall be split equally between the Parties and each party shall bear its own costs and attorneys’ fees related to the mediation. Nevertheless, this provision does not in any way restrict the right of the Company to take actions outlined in this Agreement prior to engaging in the Dispute Resolution provisions set forth in this Section 4.14, including, but not limited to: (1) to immediately seek the enforcement of any of the restrictive covenants contained in this Agreement or any other surviving agreement in order to protect the Company from immediate and irreparable harm, including by filing an action in a court or other forum; (2) to terminate Executive for Cause pursuant to Section 1.1 of this Agreement; and (3) to enforce the forfeiture provisions set forth in Section 3.12 of this Agreement. Further, as set forth in Section 3.2 of this Agreement, nothing in this Agreement is intended to interfere with Executive’s rights under the law, including his right to report possible violations of federal, state, or local law or regulations, or to file a charge, complaint, or claim with any governmental agency or entity charged with enforcement of any law, including, but not limited to, the Equal Employment Opportunity Commission.

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4.15 Counterparts

This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a copy hereof containing multiple signature pages, each signed by one Party hereto, but together signed by both Parties.

[Signature page follows.]

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IN WITNESS WHEREOF the Company and Parent have caused this Agreement to be executed and delivered by their duly authorized officers in that capacity, and the Executive has executed this Agreement on his behalf, to be effective as of the Effective Date first written above.

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APPENDIX A

SERVICE ON BOARDS OF DIRECTORS OR COMMITTEES

[____________]

A-1

APPENDIX B

TO

EMPLOYMENT AGREEMENT

GENERAL RELEASE AGREEEMENT

In consideration of the Separation Benefits set forth in Article 2 of that certain Employment Agreement (the “Employment Agreement”) dated as of [DATE], by and between Enbridge Employee Services, Inc. (the “Company”) and [____________] (“Executive”), as it may be amended from time to time, this Release Agreement (the “Release” or “Agreement”) is made and entered into by the Company and Executive. The Company and Executive may sometimes hereafter be referred to singularly as a “Party” or collectively as the “Parties.”

By signing this Agreement, Executive and the Company agree as follows:

The Parties acknowledge and agree that Executive is not releasing claims to employee benefits pursuant to the Company’s or its Affiliates’ employee benefit plans that are subject to ERISA which explicitly provide for the payment of benefits following the Termination Date.

B-1

For greater certainty, but not so as to limit in any way the scope of this Section 8, the Releasing Party hereby fully releases, remises, waives, acquits and forever discharges the Released Parties, jointly and severally, from any and all claims:

Except as required by law, Executive agrees that he will not commence, maintain, initiate, or prosecute, or cause, encourage, assist, volunteer, advise or cooperate with any other person to commence, maintain, initiate or prosecute, any action, lawsuit, proceeding, charge, petition, complaint or claim before any court, agency or tribunal against the Company arising from, concerned with, or otherwise relating to, in whole or in part, Executive’s employment or separation from employment with the Company (or any Affiliate thereof), or any of the matters discharged and released in this Agreement.

This release shall not apply to (i) the performance of any of the Company’s obligations under this Agreement, (ii) any rights to indemnification or directors’ and officers’ insurance coverage (including as a fiduciary of any employee benefit plan), or to inclusion as a beneficiary of any insurance policy related to Executive’s service as an employee, director, officer, or fiduciary of the Company, an Affiliate, or the Parent, or COBRA continuation coverage (which shall be subject to COBRA law and regulation), (iii) Executive’s interest in any vested accrued benefit or account balance under any employee benefit plan subject to the Employment Retirement Income Security Act of 1974, as amended (such as the Company’s 401(k) plan or disability plans) to which Executive is entitled under terms and conditions of such plan, or (iv) equity incentive awards (excluding any unvested stock options that are subject to Section 2.7(e) of the Employment Agreement) that were granted to the Executive and are outstanding on the Termination Date, which equity incentive awards shall remain subject to the terms and conditions of their applicable award agreements and any associated plans; (v) any rights as a shareholder of Company or Parent, (vi) reimbursement of unreimbursed business expenses properly incurred prior to the Termination Date in accordance with policy of the Company, (vii) any claim for unemployment compensation workers’ compensation administered by a state, federal, or other government to which Executive is presently or may become entitled; or (viii) any claim the Company has breached this Agreement. Executive acknowledges that each of the Separation Benefits provided for in Section 3 of this Agreement constitute good and valuable consideration for the release contained in this Section 8.

For purposes of clarity, in making or initiating any such reports or disclosures or engaging in any of the conduct outlined in subsection (b) above, Executive may disclose confidential information to the extent necessary to such governmental or law enforcement agency or entity or such court, need not seek prior authorization from the Company, and is not required to notify the Company of any such reports, disclosures or conduct.

Notwithstanding anything to the contrary, however, the Parties agree that such filing or participation does not give Executive the right to recover any damages or equitable relief (including, but not limited to, reinstatement, back pay, front pay, damages, and attorneys’ fees) against any of the Released Parties based on Executive’s release of claims in this Agreement.

Furthermore, under this Agreement, Executive does hereby waive any and all rights of Executive to seek or receive monetary and any other recovery, legal or equitable, in the event that any charge which Executive files is pursued by the EEOC (or any similar federal, state or local agency) on Executive’s behalf arising out of or related to Executive’s employment or the termination of such employment, unless otherwise required under applicable law that cannot be waived.

If Executive or the Company is required to disclose the Agreement or any other confidential matter to others by legal or governmental or regulatory process, or discloses the Agreement in connection with litigation between Executive and the Company, the Party so ordered or so disclosing shall to the extent practical under the circumstances first give notice to the other Party in order that such other Party may have an opportunity to seek a protective order. The Parties shall cooperate with each other, should either decide to seek a protective order with all costs and expenses being borne by the Party seeking such order. Executive represents that at all times prior to his execution of this Agreement he has complied with the non-disclosure, confidentiality, non-disparagement, non-solicitation and no-recruitment obligations of this Agreement and the Employment Agreement. In the event that Executive breaches any such non-disclosure, confidentiality, non-disparagement, non-solicitation or no-recruitment provisions (and, if curable, fails to cure such breach to the satisfaction of the Company, as determined in its sole discretion, within 30 days following written notice from the Company of such breach), regardless of whether such breach occurs before or after Executive executes this Agreement, Executive forfeits any and all rights to the Separation Benefits.

Executive must sign and return the executed Release within the period that ends at the close of the business day that occurs on or next following twenty-one (21) calendar days after the day that he receives the Release on or after the Termination Date. No Separation Benefits shall be payable or provided by the Company unless and until the Release has been executed by Executive, has not been revoked, and is no longer subject to revocation by Executive. The Separation Benefits shall be paid or provided by the Company within sixty (60) days of the Executive’s Termination Date, but only if the Release has been properly executed by Executive and is not revoked within the seven (7) day revocation period described below, regardless of the date on which the Release was actually executed by Executive. In the event that such 60-day period spans two calendar years, the Separation Benefits will be paid in the later year. If the conditions set forth in the preceding sentence are not satisfied by Executive, the Separation Benefits shall be forfeited hereunder without the necessity of any further notice.

This Agreement will become effective, enforceable and irrevocable on the eighth day after the date on which it is executed by Executive (the “Effective Date”). During the seven-day period prior to the Effective Date, Executive may revoke his agreement by indicating in writing to the Company his intention to revoke as set forth in paragraph 18. If Executive exercises his right to revoke hereunder, Executive shall forfeit his right to receive the Separation Benefits.

It is further understood and agreed that if a violation of any term of this Agreement is asserted, the Party who asserts such violation will have the right to seek specific performance of that term and/or any other necessary and proper relief as permitted by law, including but not limited to, damages from any court of competent jurisdiction, and the prevailing Party shall be entitled to recover its reasonable costs and attorney’s fees.

Executive further understands and agrees that if he, or someone acting on his behalf, files, or causes to be filed, any charge, complaint, or action in respect of Claims released hereunder against the Company and/or any other Released Parties, he expressly waives any right to recover any damages or other relief whatsoever from the Company and/or other Released Parties, including costs and attorneys’ fees.

THIS AGREEMENT INCLUDES A RELEASE OF CLAIMS, INCLUDING A RELEASE OF CLAIMS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT. BEFORE SIGNING THIS AGREEMENT, YOU MAY TAKE IT HOME, READ IT, AND CAREFULLY CONSIDER IT. IF YOU CHOOSE, DISCUSS THIS AGREEMENT WITH YOUR ATTORNEY (AT YOUR OWN EXPENSE).