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Press release from Marketwire

Enbridge Income Fund Board Announces Approval of Restructuring

Monday, May 03, 2010

Enbridge Income Fund Board Announces Approval of Restructuring16:30 EDT Monday, May 03, 2010CALGARY, ALBERTA--(Marketwire - May 3, 2010) - Enbridge Income Fund (TSX:ENF.UN) (the "Fund") announced that the Fund's unitholders approved a Plan of Arrangement to restructure the Fund (the "Arrangement") at the annual and special meeting of unitholders held today. As a result of the approved restructuring, all publicly held trust units, which collectively represent a 28% economic interest in the Fund, as well as a portion of the Enbridge Inc. ("Enbridge") interest in the Fund, will be exchanged for shares of a taxable Canadian corporation to be called Enbridge Income Fund Holdings Inc. (EIFH). The scope of activities of EIFH will be limited to investment in the Fund."We are pleased to receive unitholder support for the restructuring," said Jim Schultz, President of Enbridge Management Services Inc., the Administrator of the Fund. "The new structure is expected to maintain an investor value proposition similar to that of the Fund -- providing a safe and dependable high cash payout to its investors - while providing the necessary financial flexibility and access to capital that will most effectively allow the Fund to grow in the future, whether organically or via acquisition."On completion of the Arrangement, public unitholders will retain their current proportionate economic interest in the Fund, held indirectly through EIFH. The Fund will cease to be a specified investment flow-through (SIFT) trust under Canadian tax rules and will not be subject to the SIFT tax scheduled to take effect in 2011, although both EIFH and Enbridge Inc. will be subject to corporate income tax on taxable income received from the Fund. Dividends paid by EIFH are expected to be eligible dividends which qualify for the enhanced federal dividend tax credit. Public unitholders will have a choice either to effect the exchange on a tax-deferred basis or to realize any embedded gain or loss. Further information about the restructuring and the tax election will be available at the Fund's website (www.enbridgeincomefund.com) later in the year.EIFH has made a substitutional listing application to have its shares listed on the Toronto Stock Exchange and have its own board of directors, while the Fund would be de-listed concurrently with the closing of the Arrangement. The Enbridge Commercial Trust Board of Trustees, which oversees the governance of the Fund, will remain in place after the Arrangement. The Arrangement is expected to take effect prior to the end of 2010.The Arrangement is subject to final Court and Toronto Stock Exchange approvals.About Enbridge Income Fund Enbridge Income Fund is an unincorporated, open-ended trust created to provide a stable and sustainable flow of distributable cash to unitholders. The Fund is a premier income fund in Canada with a low-risk profile focused on energy infrastructure assets. It owns a 50% interest in the Canadian segment of the Alliance Pipeline, a 100% interest in Enbridge Pipelines (Saskatchewan) Inc., and a 50% interest in NRGreen Power Limited Partnership, which operates electrical generation facilities using waste heat, and holds interests in three wind power projects in Western Canada. The business of the Fund is governed by Enbridge Commercial Trust. Enbridge Income Fund's trust units are listed and trade on the Toronto Stock Exchange under the symbol "ENF.UN". For more information, visit www.enbridgeincomefund.com.Subject to final Court and TSX approval, the Fund will be restructured by the end of 2010 with unitholders exchanging their trust units for shares of a taxable Canadian corporation to be called Enbridge Income Fund Holdings Inc. FORWARD LOOKING INFORMATION In the interest of providing the Fund's unitholders and potential investors with information about the Fund, its subsidiaries and joint ventures, including management's assessment of the Fund, its subsidiaries' and joint ventures' future plans and operations, certain information provided in this News Release constitutes forward-looking statements or information (collectively, "forward-looking statements").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. In particular, forward-looking statements include but are not limited to: -- expected scope and in-service dates for projects under construction; -- expected capital expenditures; -- expected future earnings and cash flows; -- expected future actions of regulators; -- expected future corporate restructuring; -- expected future distributions to unitholders and taxability thereof; and -- expected cash available for distribution. Although the Fund 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; customer project approvals; maintenance of support and regulatory approval for the Fund's projects; anticipated in-service dates and weather. Assumptions regarding the expected supply and demand of crude oil, natural gas and natural gas liquids, and the prices of these commodities, are material to and underlie all forward-looking statements. These factors are relevant to all forward-looking statements as they may impact current and future levels of demand for the Fund's services. Similarly, exchange rates, inflation and interest rates impact the economies and business environments in which the Fund operates, may impact levels of demand for the Fund's services and cost of inputs, and are therefore inherent in all forward-looking statements. Due to the interdependencies and correlation of these macroeconomic factors, the impact of any one assumption on a forward-looking statement cannot be determined with certainty, particularly with respect to expected earnings and associated per unit amounts, or estimated future distributions. The most relevant assumptions associated with forward-looking statements on projects under construction, including estimated in-service dates, and expected capital expenditures include: the availability and price of labour and pipeline construction materials; the effects of inflation on labour and material costs; the effects of interest rates on borrowing costs; and the impact of weather and customer and regulatory approvals on construction schedules.The Fund's forward-looking statements are subject to risks and uncertainties pertaining to operating performance, regulatory parameters, project approval and support, weather, economic and competitive conditions, exchange rates, interest rates and commodity prices, including but not limited to those risks and uncertainties discussed in this News Release and in the Fund's other filings with Canadian 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 the Fund'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, the Fund assumes no obligation to publicly update or revise any forward-looking statements made in this News Release or otherwise, whether as a result of new information, future events or otherwise. All subsequent forward-looking statements, whether written or oral, attributable to the Fund or persons acting on the Fund's behalf, are expressly qualified in their entirety by these cautionary statements.FOR FURTHER INFORMATION PLEASE CONTACT: Enbridge Income Fund Media Jennifer Varey (403) 508-6563 jennifer.varey@enbridge.com or Enbridge Income Fund Investment Community Kurtis Griffeth (403) 266-7924 kurtis.griffeth@enbridge.com www.enbridgeincomefund.com