The primary responsibility of the Board of directors is to supervise the management of EnerMark Inc. (the "Corporation") to ensure the long-term success of the Corporation and Enerplus Resources Fund (the "Fund") and to maximize Unitholder value. Any responsibility which has not been delegated to management remains with the board of directors of the Corporation (the "Board").

COMPOSITION
The Board shall be composed of a minimum of seven directors and a maximum of eleven directors. Except as set out in the By-Laws of the Corporation and the Trust Indenture of the Fund, Board members will be elected at the annual meeting of the Unitholders and will serve until their successors are duly appointed. A majority of the directors will be independent. All members of the Board shall have the skills and abilities required to carry out their duties and responsibilities in the most effective manner. The Board shall endeavor to always have the right mix of experience and competencies to discharge its responsibilities.

MEETINGS
The Board shall meet at least six times yearly, and as deemed necessary in order to carry its duties effectively. The Board shall also retain independent advice, if necessary.

The Board shall participate in the annual visit of one of the Corporation's key operating and/or capital project areas. Visits are conducted on a rotating basis to ensure the directors are informed and educated about all of the Corporation's core operations in the various business units. Directors are encouraged to meet and question field staff and ensure, first hand, that all environmental, health and safety regulations are being observed and that appropriate procedures are in place to safeguard both the Corporation's employees and agents as well as its assets.

DUTIES AND RESPONSIBILITIES
The Board is charged with the overall stewardship of the Fund and manages or supervises the business of the Fund and its management. The Board's responsibilities include:

Management Selection, Retention and Succession

• Select, appoint and if necessary terminate the CEO
  
• Approve the list of directors standing for election, as recommended by the Corporate Governance & Nominating Committee
  
• Review its charter annually and recommend changes to the Board when necessary
  
• Annually appoint directors to the following committees:
• the Audit & Risk Management Committee
• the Corporate Governance & Nominating Committee
• the Compensation & Human Resources Committee
• the Reserves Committee
• the Health, Safety & Environment Committee
  and delegate to such committees specific responsibilities, pursuant to their respective mandate, as approved by the Board
  
• At the Board's discretion, appoint any other Board committees that the Board decides are needed and delegate to such committees specific responsibilities, pursuant to their respective mandate, as approved by the Board
  
• Approve compensation and compensation programs for senior management, as recommended by the Compensation & Human Resources Committee
  
• Assess the CEO against corporate objectives approved by the Board
  
• Assess, annually, the effectiveness and the performance of the Board, committees and directors in fulfilling their responsibilities
  
• Approve director's compensation, as recommended by the Compensation & Human Resources Committee

Strategy

• Review and approve the corporate objectives developed by the CEO
  
• Review, adopt and monitor the Fund's strategic planning process
  
• Monitor the Corporation's performance in light of the approved strategic planning process
  
• Adopt, annually, a strategic planning process to maximize Unitholder value

Corporate Ethics and Integrity

• Review and monitor the Corporation's Code of Business Conduct and disclose any waivers of the code for officers and directors
  
• Review and respond to potential conflict of interest situations
  
• Ensure policies and processes are in place for the identification of principal business risks and review and approve risk management strategies
  
• Approve corporate policies and other corporate protocols and controls
  
• Approve the Fund's policy on public disclosure
  
• Review, annually, its mandate and amend as deemed necessary

Financial Responsibilities

• Approve the annual audited financial statements of the Fund as recommended by the Audit & Risk Management Committee
  
• Approve the quarterly interim financial statements of the Fund, as recommended by the Audit & Risk Management Committee
  
• Recommend to the Unitholders the appointment of the Fund's external auditors, as recommended by the Audit & Risk Management Committee
  
• Review and approve the Fund's operating budget
  
• Review, as deemed necessary, approval authorities to the CEO and senior management
  
• Approve financial commitments in excess of delegated approval authorities
  
• Review and approve any material acquisitions, divestments and corporate reorganizations
  
• Assess and approve any material securities offerings, financing or banking arrangements

TIMETABLE

The Board's work schedule will be as attached but may be amended, from time to time, by the Chairman of the Board.