Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers

On March 15, 2023, Enbridge Employee Services, Inc. (the "Company") and Gregory L. Ebel entered into an employment agreement memorializing the terms of Mr. Ebel's employment as President and Chief Executive Officer (the "Employment Agreement"). The Employment Agreement is effective as of January 1, 2023.

The Employment Agreement provides that in the event Mr. Ebel's employment is terminated (A) by the Company without Cause or due to Mr. Ebel's disability or (B) by Mr. Ebel for Good Reason (as each such term is defined in the Employment Agreement), Mr. Ebel would be entitled to receive (1) a lump sum severance payment equal to two times the sum of his (x) annual salary and (y) the average of the short-term incentive awards paid to Mr. Ebel in the immediately preceding two years, (2) a pro-rated short term incentive award for the year of termination, calculated based on the last short-term incentive award paid to Mr. Ebel, (3) with respect to any other cash incentive compensation to which Mr. Ebel has a right, payment of a pro-rated amount in accordance with the terms of such plan, (4) a lump sum payment equal to the present value of the benefit he would have accrued under the tax-qualified defined benefit pension plan and the nonqualified supplemental benefit pension plan during the two years following the date of termination (to the extent he has a vested benefit under those plans as of the date of termination), plus the amount the Company would have contributed to his defined contribution savings plan during the two years following the date of termination, (5) reimbursement of up to US$30,000 for financial and/or career counseling assistance, and (6) with respect to any unvested stock options held as of the termination date, a cash amount in respect of the excess (if any) of the fair market value of Enbridge Inc. common shares over the exercise price of such options; provided that any payment of such amounts is subject to Mr. Ebel's execution and non-revocation of a general release of claims in favor of Enbridge Inc., the Company and their respective affiliates.

Pursuant to the Employment Agreement, Mr. Ebel is bound by a perpetual confidentiality covenant with regards to Confidential Information (as that term is defined in the Employment Agreement), one-year post-termination non-competition and customer non-solicitation covenants, and a two-year post-termination employee non-recruitment covenant.

The foregoing description of the Employment Agreement is qualified in its entirety by reference to the full text of the Employment Agreement, the form of which is filed as Exhibit 10.1 to this Amendment No. 2, which is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



Exhibit
Number       Description

10.1           Form of Executive Employment Agreement with Enbridge Employee
             Services, Inc. (2023)

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document)

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