Legal Notice

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This presentation includes certain forward looking information (“FLI”) to provide Enbridge Energy Partners, L.P. (“EEP”) and Enbridge

Energy Management, L.L.C. (“EEQ”) investors and potential investors with information about EEP and EEQ and management’s

assessment of the future plans and operations, which may not be appropriate for other purposes. FLI involves statements that frequently

use words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “position,”

“projection,” “should,” “strategy,” “will” and similar words. Although we believe that such forward looking statements are reasonable based

on currently available information, such statements involve risks, uncertainties and assumptions and are not guarantees of performance.

Future actions, conditions or events and future results of operations may differ materially from those expressed in these forward-looking

statements. Many of the factors that will determine these results are beyond EEP’s ability to control or predict. Specific factors that could

cause actual results to differ from those in the forward-looking statements include: (1) changes in the demand for or the supply of,

forecast data for and price trends related to crude oil, liquid petroleum, natural gas and NGLs, including the rate of development of the

Alberta Oil Sands; (2) EEP’s ability to successfully complete and finance expansion projects; (3) the effects of competition, in particular,

by other pipeline systems; (4) shut-downs or cutbacks at facilities of EEP or refineries, petrochemical plants, utilities or other businesses

for which EEP transports products or to whom EEP sells products; (5) hazards and operating risks that may not be covered fully by

insurance, including those related to Line 6B and any additional fines and penalties assessed in connection with the crude oil release on

that line; (6) changes in or challenges to EEP’s tariff rates; and (7) changes in laws or regulations to which EEP is subject, including

compliance with environmental and operational safety regulations that may increase costs of system integrity testing and maintenance.

FLI regarding “drop-down” sales opportunities for our ownership in Midcoast Operating, L.P. are further qualified by the fact that Midcoast

Energy Partners, L.P. is under no obligation to buy any of our interests in Midcoast Operating, L.P., and we are under no obligation to sell

any such additional interests. As a result, we do not know when or if any such additional interests will be sold.

Our FLI is also subject to risks and uncertainties pertaining to operating performance, regulatory parameters, project approval and

support, weather, economic conditions, interest rates and commodity prices, including but not limited to those discussed more extensively

in our filings with U.S. securities regulators. The impact of any one risk, uncertainty or factor on any particular FLI is not determinable

with certainty as these are interdependent and our future course of action depends on management’s assessment of all information

available at the relevant time. Any FLI in this presentation is based only on information currently available to us and speaks only of the

date on which it is made. Except to the extent required by law, we assume no obligation to publicly update or revise any FLI, whether as

a result of new information, future events or otherwise. All FLI in this presentation is expressly qualified in its entirety by these cautionary

statements and by such other factors as discussed in EEP’s and EEQ’s SEC filings, including its most recently filed Annual Report on

Form 10-K and subsequently filed Quarterly Reports on Form 10-Q.

Agenda

1. Program Overview

2. Line 3 Replacement

Benefits

3. Commercial Structure

4. Funding Plan Update

5. Question & Answer

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• Line 3:

– Part of Enbridge mainline

system

– Replace all remaining

segments from Hardisty to

Superior with latest available

high strength steel and coating

technology

• EEP Capital Investment:

– border to Superior ~ $2.6

billion capital

• Expected Completion:

– 2nd Half of 2017

• 30 year Cost-of-Service

• Shipper Support

(CAPP/RSG)

Line 3 Replacement

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• Benefits to Industry

– high reliability and assurance to key markets

– reduced scheduling impacts of future maintenance

– increased scheduling flexibility

– improved line balancing

• Supports our #1 priority - safety and operational reliability

• Positive investment attributes

– capital investment provides solid accretion to EEP

unitholders

– avoids $100 million maintenance capital through 2017 and

mounting thereafter

Benefits of Line 3 Replacement

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• Ex-Gretna annual operating capacity rises to 2,850 kbpd

following Alberta Clipper (Line 67) expansions

– System in balance ex-Superior

• Line 3 Replacement Program will not increase effective

system capacity ex-Gretna

• Capacity of 2,850 kbpd will accommodate expected late

decade throughput of 2,600 kbpd

• Line 3 Replacement Program will improve system flexibility

and reliability in meeting expected throughput level

Capacity Implications

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• Low-risk commercial framework: cost-of-service

– providing highly predictable, long-term cash flows

– no volume risk; no capital cost risk; no commodity price risk

• Cost-of-service parameters

– Incremental $2.6 billion capital included in existing Facilities Surcharge

Mechanism (FSM) surcharge

– Rate-base composed of 55% equity, 45% debt

– Recover equity return of ~11% on equity rate base

• Inflation component deferred, amortized and collected in rates over time

– Tolled as surcharge in annual rates (annual true-up for over/under recovery)

– Income tax allowance included

– Incremental operating costs and depreciation recovered

• Returns Profile

– Low double digits full life return on equity on incremental capital

Line 3 Replacement Commercial Structure

and Returns Profile

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Commercial Structure & Risk Profile

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0%

20%

40%

60%

80%

100%

2008 2009 2010 2011 2012 2013 2014 2015 2016

60%

12%

18%

59%

23%

28%

Commodity Sensitive

Fee-Based

Cost of Service / Take-or-Pay

Line 3 Replacement Project expands cost-of-service revenues for EEP

Cost of Service/Take-or-Pay: Contribution from Liquids and Natural Gas business cost of service and take-or-pay contracts.

Fee-based: Contribution from Liquids and Natural Gas business fee-based service. Commodity Sensitive: Contribution from Natural Gas business from its commodities length (before hedging).

Contribution is based on revenues from Liquids segment and gross margin from Natural Gas segment, including non-controlling interest.

Post 2016

Line 3 Replacement

In-Service

Project Funding

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• Joint funding agreement with Enbridge Inc. for Line 3 Replacement Project being negotiated

• Assumed 50% joint funding participation levels to be finalized and approved by Independent Special Committee

• Incremental investment capital of ~$2.6 billion to be jointly funded. Net EEP funding of $1.3 billion

Joint funding with Enbridge Inc. enhances the Partnership’s financing flexibility

Joint funding enhances Partnership’s financing flexibility

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Funding Plan 2014-2017 (unconsolidated)

Debt

Total Requirement 2.4

2014 – 2017 Maturities 0.9

Debt Requirement 3.3

Equity

Total Requirement 1.2

EEQ PIK (0.6)

Equity Requirement 0.6

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Financing Options

Additional MEP Drop-Downs

Bank Credit Facility

Floating Rate Note

Term Debt

Hybrid Securities

Additional MEP Drop-Downs

Hybrid Securities

Private Placement

ATM program

EEP/EEQ Common Unit Offering

Uses/(Sources)

Secured Growth Capital 9.4

Maintenance Capital 0.4

Joint Funding Call Back on Lakehead Expansions 0.7

10.5

ENB Joint Funding* (3.3)

Sandpiper Joint Funding (1.0)

MEP Drop-Downs +/- (2.6)

Net Funding Required 3.6

($billion)

* Joint funding with Enbridge Inc. includes estimated 50% funding by Enbridge Inc. for U.S.

component of Line 3 Replacement program and 50% estimated funding by EEP. Participation

levels being finalized and approved by Independent Special Committee.

Proven Execution Record Disciplined Project Execution

Repeatable Reliable Estimating De-Risking the Supply Chain

Project Execution

Portfolio completed at 1% under total budget

$17 B

Enbridge Wide Capital Placed In Service 2008 - 2013

• Estimate based on extensive historical &

current market cost data − Over 50 projects executed/in execution

• Estimate in development for over a year

• Standardized facilities design across

project

• Successful Alberta Clipper team to

execute Line 3

• Well-known construction corridor

• Relationships with landowners and

communities along Line 3

Line 3 Major Components

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Key Takeaways

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• Provides enhanced ability to reliably accommodate

shipper throughput requirements

• Attractive commercial terms: cost- of-service provides low-

risk, long term predictable cash flow stream

• Additional funding requirements are modest and

manageable

• Major Projects capability provides high confidence in cost

and schedule

• Accretive to unitholders and bolsters distribution growth

outlook