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Enbridge Sells Retail Energy Services Business For $1 Billion

CALGARY, ALBERTA--January 28, 2002-Enbridge today announced that

it has agreed to sell its retail energy services business to

Centrica North America, a division of Centrica plc, a U.K.-based

energy services firm, for Cdn$1 billion in cash. The sale involves

the retail energy products and services businesses of Enbridge,

including an estimated 1.3 million water heater rental units and

14 retail outlets in southern Ontario, the Company's energy

services operations in Philadelphia, some parts of the Enbridge

Services business in B.C., and more than 1,400 employees.

Enbridge will record a net gain on the sale of energy services of

approximately $210 million, after taxes and other costs, upon

completion of the transaction. The net proceeds from the sale will

be used for strategic growth and debt reduction.

Patrick D. Daniel, Enbridge President & Chief Executive Officer,

said, "The sale of the retail energy services business is in

keeping with our strategy to focus on our core asset management

businesses. Although energy services continues to offer potential

for growth, re-deployment of these funds into liquids pipelines,

gas distribution or gas transmission opportunities that allow us

to increase our North American footprint makes more sense for our

shareholders. The sale proceeds reflect the value Enbridge has

created in growing this business in a deregulated environment."

Mr. Daniel added, "The sale also increases our flexibility to

capitalize on infrastructure growth opportunities. Our plans are

to invest roughly $5 billion in capital over the next five years.

And although we have a large and growing base of operating cash

flow, the sale of non-strategic assets is an effective way of

financing opportunities that we think will high-grade our asset

base and profitability. We are also confident that Centrica will

continue the record of care and service to which our customers are

accustomed."

"The acquisition is an important step in Centrica's goal of

becoming the leading provider of energy and energy-related

products in North America," said Deryk King, Chief Executive

Officer of Centrica North America. "Through this transaction we

will be able to augment and enhance our already significant

presence in Toronto, which is the hub for all our North American

customers."

The bulk of the retail energy services business was unbundled from

Enbridge Consumers Gas, Canada's largest natural gas distribution

utility, in 1999. Since that time, Enbridge has increased the

value of the franchise and responded to customers' energy services

needs in southern Ontario.

Enbridge retains all rights to the Enbridge brand, and Enbridge

Consumers Gas, its operations and customer base will continue to

be owned by Enbridge Inc. Enbridge will also retain its customer

support businesses, through its interest in CustomerWorks Limited

Partnership. Centrica has agreed to use the services of

CustomerWorks for a period of four years.

The sale is subject to Investment Canada and Competition Bureau

approval and is expected to close in the second quarter of 2002.

The more than 1,400 Enbridge Home and Business Services employees

will continue to be employed by Centrica. "We thank all of them

for their hard work," said Mr. Daniel, "and wish them continued

success under the new ownership."

Enbridge Inc. is a leader in energy transportation and

distribution in North America and internationally. As a

transporter of energy, Enbridge operates, in Canada and the U.S.,

the world's longest crude oil and liquids transportation system.

The Company also is involved in international energy projects and

has a growing involvement in the natural gas transmission and

midstream businesses. As a distributor of energy, Enbridge owns

and operates Canada's largest natural gas distribution company,

which provides distribution services in Ontario, Quebec and New

York State; and is developing a gas distribution system for the

province of New Brunswick. The Company employs approximately 6,000

people, primarily in Canada, the U.S. and South America. Enbridge

common shares trade on The Toronto Stock Exchange in Canada and on

The New York Stock Exchange in the U.S., under the symbol ENB.

Information about Enbridge is available on the Company's web site

at www.enbridge.com.

Since its formation in 1997, Centrica plc has developed into a

leading provider of energy and other essential services. In the

U.K., Centrica offers energy supply and related products under the

British Gas brand, roadside services from the AA, financial

services through the AA and Goldfish brands and telecoms products

under the One.Tel brand. The group's strategy of international

expansion took a significant step forward in August 2000 with the

acquisition of Toronto-based Direct Energy, North America's

largest unregulated retailer of natural gas. Centrica is also

active in six states in the U.S. through the Energy America brand,

which it acquired in January 2001. Centrica currently supplies gas

to 1.3 million customers across North America under the Direct

Energy and Energy America brands, making it the largest

unregulated energy supplier. In addition, 600,000 customers have

already signed up with Direct Energy in anticipation of the

opening of the Ontario electricity market in May 2002. In June

2001, Centrica also assumed full ownership of GreenSource Limited,

a company providing access to a network of private gas servicing

and installation contracting firms in Ontario. This provided an

opportunity to begin to replicate Centrica's U.K. model in

Ontario, launching home services in support of its energy

business.

Enbridge will hold a conference call regarding this announcement

at 6:45 a.m. Mountain time today (8:45 a.m. Eastern time). The

call will be broadcast live on the Internet and can be accessed at

www.enbridge.com/investor. A replay will be available shortly

thereafter.

When used in this news release, the words "anticipate", "expect",

"project", "believe", "estimate", "forecast" and similar

expressions are intended to identify forward-looking statements,

which include statements relating to pending and proposed

projects. Such statements are subject to certain risks,

uncertainties and assumptions pertaining to operating performance,

regulatory parameters, weather and economic conditions and, in the

case of pending and proposed projects, risks relating to design

and construction, regulatory processes, obtaining financing and

performance of other parties, including partners, contractors and

suppliers.

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