Board Responsibility
	Board Bios
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	Board Compensation
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During 2010, annual compensation for directors, other than H. Stanley Marshall, consisted of cash compensation and deferred compensation as follows: annual retainer, meeting attendance fees and Deferred Share Units (“DSUs”). Each of these components is described in more detail below. The following table describes the director compensation structure in place during 2010 as compared to the previous two years and the current fee structure effective 1 January 2011:   2011 2010 2009 2008 Annual Non-Executive Board Chair Retainer (cash or optional DSUs) $170,000 $160,000 $160,000 $160,000 Annual Director Retainer (cash or optional DSUs) $45,000 $45,000 $45,000 $45,000 Annual Audit Committee Chair Retainer (cash or optional DSUs) $20,000 $15,000 $15,000 $15,000 Annual Human Resources and Governance and Nominating Committee Chair Retainers (cash or optional DSUs) $15,000 $15,000 $15,000 $15,000 Annual Retainer paid in DSUs (equity component) $60,000 $30,000 $30,000 $30,000 Board and Committee Meeting Attendance Fee $1,500 $1,500 $1,500 $1,500

The following table summarizes director compensation for 2010: Individual Director Compensation - 2010   Fees Earned(1) $ Share Based Awards (DSUs)(2) $ All Other Compensation(3) $ Total $ Peter E. Case 70,500 30,000 31,000 131,500 Frank J. Crothers 58,500 30,000 74,684 163,184 Ida J. Goodreau 16,500 75,000 58,960 150,460 Douglas J. Haughey 70,500 30,000 20,500 121,000 Geoffrey F. Hyland(4) 24,000 190,000 - 214,000 H. Stanley Marshall (5) - - - - John S. McCallum 30,000 90,000 32,000 152,000 Harry McWatters 18,000 75,000 89,460 182,460 Ronald D. Munkley 63,000 30,000 - 93,000 David G. Norris 28,500 90,000 32,000 150,500 Michael A. Pavey 61,500 30,000 - 91,500 Roy P. Rideout 81,000 30,000 - 111,000 Total 522,000 700,000 338,604 1,560,604   (1) These amounts include all fees payable in cash for services as a director of Fortis, including annual director and committee chair retainers and meeting fees. (2) These amounts represent the annual equity compensation in the form of DSUs granted to a director of Fortis. These include both the mandatory equity component of the annual retainer of $30,000 and any optional component of the annual director retainer or committee chair retainer as directed to be paid in DSUs rather than in cash. The amounts represent the cash equivalent at the time of issue. During 2010, the cumulative DSU holdings of participants increased by the notional reinvestment of dividends. (3) These amounts include all fees paid or payable by a subsidiary of Fortis to a director in his (her) capacity as a director of the payor subsidiary. In the case of Mr. Crothers, fees were paid in US dollars ($72,509) and converted into Canadian dollars at a rate of 1.03%. (4) Fees paid to Mr. Hyland in 2010 were for meetings attended by him up to the time of his death on 3 November 2010. (5) Mr. Marshall, as CEO, does not receive compensation as a director of Fortis. Director fees paid to Mr. Marshall from subsidiaries of Fortis are reported in footnote 5 of the Summary Compensation Table on page 33 in the Management Information Circular dated 21 March 2011.

In 2004, the Board introduced the Directors’ Deferred Share Unit Plan (“DSU Plan”) as an optional vehicle for directors to elect to receive credit of their annual cash retainer in DSUs. The Board may also determine from time to time that special circumstances exist that would reasonably justify the grant of DSUs to a director as compensation in addition to any regular retainer or fee to which the director is entitled. During 2006, the Board elected to discontinue the grant of stock options to directors and initiated an annual grant of DSUs.

DSUs granted in lieu of cash payment of annual retainer are credited to participating directors as of 1 January of each year by dividing the total applicable annual retainer by the average of the daily average of the high and low board lot trading prices of the Common Shares on the TSX for the last five trading days immediately preceding the grant of the DSUs. Additional DSUs are credited on the quarterly dividend payment dates as notional dividends are assumed to be reinvested.

The annual grant of DSUs, that comprises the equity component of Fortis directors’ annual compensation, is credited to all directors who are not officers of Fortis as of the grant date at the average of the daily average of the high and low board lot trading prices of the Common Shares on the TSX for the last five trading days immediately preceding the grant of the DSUs. On 1 January 2010, directors who were not officers of Fortis were each granted 1,047 DSUs at a price of $28.658, equivalent to approximately $30,000 in value. Additional DSUs are credited on the quarterly dividend payment dates as notional dividends are assumed to be reinvested.

Upon retirement from the Board, a director participant in the DSU Plan will receive a cash payment equivalent to the number of DSUs credited to the notional account multiplied by the average of the daily average of the high and low board lot trading prices of Common Shares on the TSX for the last five trading days immediately preceding the date of payment.