Legal Notice

2

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; (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;

and (8) inability of any party to consummate the proposed transaction.

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. Equity Restructure Overview

2. Strategic Rationale

3. Equity Restructure Highlights

4. MEP Drop-Down Execution

5. Question & Answer

3

Equity Restructure Overview

4

Equity Restructure Summary

• General Partner (GP) waives current right to receive incentive distribution rights (IDRs)

• GP interest will continue to represent 2% interest in EEP

• As consideration, EEP will issue to the GP:

o 66.1 million Class D LP units; and

o Newly created Incentive Distribution Units (IDUs)

• Class D units will be entitled to cash distributions equal to Class A units

• Prospective distribution increases above current level will have single IDU tier

o Distributions in excess of $0.5435/unit per quarter will be distributed 75% to the Limited

Partners, 23% to the holder of the IDUs, and 2% to the General Partner

Strategic Rationale

• Improves EEP’s cost of

capital

• Increases distributable

cash available to LP unit

holders

• Establishes momentum for

distribution growth

• Enhances acquisition

competitiveness

Prospective Benefits EEP Equity Restructuring

GP Incentive

Share of

Growth in

Distributable

Cash Flow

Magnitude of

Growth in

Distributable

Cash Flow

(illustrative)

Current

Structure 50%

Revised

Structure 25%

(1) (1)

(1) Revised Structure Incentive pertains to distributions paid by EEP in excess of

$0.5435/unit per quarter. 5

Equity Restructure Highlights

6

Distribution Targets

Portion of

Quarterly

Distribution per

Unit

Percentage

Distributed

to General

Partner

Percentage

Distributed

to Limited

partners

Minimum Quarterly Distribution Up to $0.295 2% 98%

First Target Distribution >$0.295 to $0.35 15% 85%

Second Target Distribution >$0.35 to $0.495 25% 75%

Over Second Target

Distribution

In excess of

$0.495

50% 50%

Portion of

Quarterly

Distribution per

Unit

Percentage Distributed to:

Limited

Partners (2)

General

Partner

Holders

of New

IDUs

Distribution

Target (1)

In excess of

$0.5435

75% 2% 23%

Before Equity Restructure After Equity Restructure

Existing Incentive Distribution Rights

New Incentive Distribution Units

(1) In the event of any decrease in the Class A unit distribution rate during the next five years, the distribution on the Class D units

will be reduced to the amount which would have been received by Enbridge Inc. under the existing IDRs.

(2) Includes the new issuance of 66.1 million Class D Units, as well as other Limited Partner Interests.

Lower Partnership’s Cost of Capital

7

Enbridge is strategically aligned with and invests in EEP

• Joint funding agreements

• $1.2 billion preferred unit private

placement

• $450 million accounts receivable

purchase

• Midcoast Energy Partners IPO

• Re-establish EEP as strong

sponsored vehicle

• Improve EEP’s valuation to

more competitively pursue

acquisition opportunities

Strengthen and position EEP as future drop-down vehicle

Alleviate Equity Overhang Enhance Prospective Cost of Capital

Distribution Growth Target

8

Momentum for distribution growth outlook

2007 2008 2009 2010 2011 2012 2013 2017e

2% - 5% Annual Growth Target

2.7% 4.2% - 3.8% 3.6% 2.1% -

Momentum to

achieve higher

end of growth

target

Drop-Down Execution to MEP

9

IPO NTM 9/30/14 2017E

(1) Compounded annual distribution growth rate from annualized initial quarterly distribution is $1.25/unit.

100%

61%

39%

IPO July 1, 2014 2017e

Natu

ral

Gas b

usin

ess

ow

ners

hip

51.6%

48.4%

Drop-downs bolster EEP funding program

Transaction Details: Sell incremental 12.6% ownership interest in Midcoast Operating to MEP

EEP receives cash proceeds of $350 million

~9.5x to ~10.5x EBITDA valuation multiple based on 2014 guidance range

Effective July 1, 2014

EEP Benefits: Satisfies equity capital needs

EEP benefits from gas business growth through GP IDR cash flows

MEP Benefits: Momentum for distribution growth

Visible future drop-down opportunities from EEP

Key Takeaways

10

• EEP Equity Restructure

Improves EEP’s prospective cost of capital

Increases distributable cash available to LP unit holders

Positions EEP to grow distribution at higher end of growth target

Position EEP for future drop-down opportunities from ENB

• MEP drop-down strategy significantly mitigates EEP

equity capital requirements

ENB strategically aligned with and invests in EEP

Pro Forma Organization Chart

Enbridge Energy Partners, L.P.

(NYSE: EEP)

(Baa2 / BBB)

After Equity Restructure(1)

Enbridge Inc.

(NYSE: ENB)

(Baa1 / A-)

Enbridge Energy Management,

L.L.C.

(NYSE: EEQ)

2% GP interest

16.2% LP interest and

Existing IDR’s

(indirect)

19.8% LP

interest (I-units)

Public

Unitholders

62% LP

interest

Enbridge Energy Partners, L.P.

(NYSE: EEP)

(Baa2 / BBB)

Enbridge Inc.

(NYSE: ENB)

(Baa1 / A-)

Enbridge Energy Management,

L.L.C.

(NYSE: EEQ)

2% GP interest

29.9% LP interest and

New IDU’s

(indirect)

16.5% LP

interest (I-units)

Public

Unitholders

51.6% LP

interest

Before Equity Restructure

(1) Represents pro forma ownership as of July 1, 2014