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Legal Notice 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


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SLIDE 1
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SLIDE 2

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

  • n 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.

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SLIDE 3

Corporate Structure

3

Corporate structure as of August 14, 2014

48.4% LP interest 46% LP interest 2% GP interest 52% LP interest 51.5% LP interest

Public Unitholders

88.3% of listed shares

Public Unitholders

2% GP interest 29.9% LP interest (indirect)

Enbridge Inc. (NYSE: ENB) (Baa1 / A-) Enbridge Energy Management, L.L.C. (NYSE: EEQ)

16.7% LP interest (I-units) 11.7% of listed shares 100% voting interest

Enbridge Energy Partners, L.P. (NYSE: EEP) (Baa2 / BBB)

51.6% LP interest

Midcoast Operating, L.P. “Midcoast Operating”

100% interest (indirect)

Midcoast Energy Partners, L.P. (NYSE: MEP) Public Unitholders

Enbridge Inc. owns ~34% of EEP

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SLIDE 4

4

Strong Business Fundamentals: Strength & Stability

Migrating to a Much Lower Risk Business Model Strong General Partner Stable Distributions & Prudent Growth Attractive Yield

Investment Proposition

4

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SLIDE 5

Investment Highlights

5

*Enterprise Value as of 7/31/14; **Return CAGR since inception (nominal)

 One of the longest established pipeline MLPs (1991)  Track record of consistently delivering cash distributions (never reduced)  Largest pipeline transporter of crude oil production growth from Western Canada  Largest pipeline transporter of crude oil production growth from Bakken formation

$0 $20,000 $40,000 $60,000 $80,000 $100,000 $120,000 $140,000 $160,000 $180,000

Total Shareholder Return

1991 2013

Enterprise Value - Large-Cap MLP Commercially secured organic growth underway

Strong Investment Grade

(S&P, Moody’s, DBRS)

Low-risk transformative growth underway

 ~$1.8 billion of growth capital placed in service  ~$3.1 billion of funding secured  IPO carve-out of natural gas & NGL business ~ position EEP as pure-play liquids pipeline MLP

Highlights 2013 Highlights

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SLIDE 6

Attractive Investment Proposition

* As of August 15, 2014

Williams Nustar Energy Transfer EEP Buckeye Kinder Morgan Oneok Plains All American Spectra Partners Enterprise

Magellan Midstream Sunoco Logistics

Boardwalk

FTSE NAREIT S&P 500 Utilities

10-Yr Treasury Notes

S&P 500

0% 1% 2% 3% 4% 5% 6% 7% 8% 9% 10%

Peer average: 4.9%

EEP: 6.3%

MLPs*

Other Asset Classes*

Attractive Yield

6

Financial Highlights

Market Cap* $15B Yield* 6.3% Distribution $2.22/unit annual

Total Shareholder Return (10yr CAGR)

9% Credit Rating (S&P, Moody’s, DBRS) Investment Grade BBB/Baa2/BBB 2014 Adjusted EBITDA Guidance $1.5 to $1.6 Billion

Key Assets

Liquids Deliveries of ~ 2.2 MMbpd Transportation Pipelines 6,265 miles Gathering Pipelines 240 miles of pipe Storage Capacity 39.4 MM bbls

Natural Gas Deliveries of ~ 2.5 bcf/d

Gathering & Transportation Pipelines 11,400 miles Processing Capacity (26 plants) 2.3 Bcf/d Treating Capacity (11 plants) 1.3 Bcf/d

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SLIDE 7

Distribution Growth Target

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Organic growth platform supports distribution growth

2007 2008 2009 2010 2011 2012 2013 2014 2017e

2% - 5% Annual Growth Target

2.7% 4.2%

  • 3.8%

3.6% 2.1%

  • 2.1%

Momentum to achieve higher end of growth target

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SLIDE 8

65% 62% 19%

  • Owner and operator of largest crude
  • il pipeline system
  • ~$42 billion equity market cap
  • Strong investment grade (A-, Baa1)
  • Proven track record: industry leading

EPS and DPS growth

  • 5 year EPS CAGR of 14%
  • 5 year DPS CAGR of 14%
  • Strategy aligned with Partnership
  • ~$37 billion commercially secured
  • rganic growth program underway

Strength of GP – Enbridge Inc.

8

ENB: North American leader in energy delivery

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SLIDE 9

Strategic Position

9

Norman Wells Zama Portland Seattle Casper Montreal Salt Lake City Patoka Cushing Ottawa Superior Chicago Clearbrook Regina Flanagan Hardisty Toledo Toronto Sarnia Buffalo Wood River Edmonton Fort McMurray Houston

  • St. James

Philadelphia Cromer

  • St. John

WCSB BAKKEN EEP Contract Storage EEP Liquids Pipelines ENB Liquids Pipelines

Competitive Advantages

  • Refiners

– Access to multiple crude streams

  • Producers

– Access to multiple premium markets

  • Flexible system
  • Size and scale unmatched

– Will expand to ~2.85 MMb/d in 2017

Positioned for Long-Term Growth

  • Direct connection to growing supply basins (Heavy

& Light)

High quality customer base ENB and EEP Strategically Aligned

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SLIDE 10

OTHER

ENB

0.0 1.0 2.0 3.0 4.0 5.0 6.0 7.0 8.0 9.0 MMb/d

2013 Enbridge Upside Forecast Optimal Pipeline Capacity Supply Forecast

WCSB Supply Forecast vs. Pipeline Takeaway Capacity*

10

*Includes Bakken entering ENB Mainline ex-Superior Sources: Enbridge Internal Forecast

Keystone XL ENB Northern Gateway TransMountain Expansion Energy East

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SLIDE 11

11

Range of External Supply Forecasts

Tesoro Mandan Refinery Enbridge Berthold Rail ND

Baker Take-away (Platte)

Plains Bakken North

Enbridge Sandpiper*

0.0 0.5 1.0 1.5 2.0 2.5

2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025

MMb/d

Enbridge Bakken Pipeline Enbridge North Dakota system

* Sandpiper construction to be funded 37.5% by Marathon Petroleum Corp; Marathon to assume ~27% equity participation in expanded EEP North Dakota System after

Sandpiper in-service.

Bakken Crude Oil Supply vs. Pipeline Takeaway Capacity

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SLIDE 12

North American Crude Oil Price Fundamentals

12

$106 $102 $91

Alberta Light

Bakken Brent Maya Asia $89 $102 LLS WCS $90 $80 $98

Light Crude Heavy Crude

$101 WTI

Light Differentials

8/14/14 1/30/13 Brent – WTI

$4 $19

LLS – WTI

$4 $18

Asia – WTI

$8 $22

WTI – Bakken

$8 $3

WTI - Alberta Light

$9 $6 Heavy Differentials

8/14/14 1/30/13 Maya – WCS

$11 $39

Asia – WCS

$21 $44

Significant Infrastructure Investment Opportunities

August 14, 2014 prices (in US$/bbl)

North American Supply North American Demand Transportation Bottlenecks Volatile Price Differentials

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SLIDE 13

Providing New Market Access

13

Norman Wells Zama Edmonton Fort McMurray Portland Seattle Casper Montreal Salt Lake City Patoka Cushing Superior Chicago Clearbrook Regina Flanagan Hardisty Toledo Sarnia Buffalo Houston

  • St. James

Cromer

  • St. John

+600 kbpd Heavy

+80 kbpd Heavy +250 kbpd Light +50 kbpd Heavy

+300 kbpd Light

Western USGC Access Eastern Access Light Oil Market Access

+50 kbpd Light

Opening New Markets for up to 1.7 million barrels per day

+ ~1.0 MMbpd of Heavy and + ~0.7 MMbpd of Light

+50 kbpd Light

Nanticoke

+250 kbpd Heavy

Organic Growth Projects:

 Commercially secured  Low risk framework  Long-term contracts

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SLIDE 14

Montreal Gretna Regina Hardisty Kerrobert Toledo Buffalo Edmonton

Houston

Fort McMurray Cromer Cushing Patoka Chicago/ Flanagan Sarnia Superior Port Arthur

Market Access Programs

14

Westover

+600 kbpd

+300 kbpd +440 kbpd

+80 kbpd

+320 kpbd

2013

 Bakken Pipeline Expansion+ Berthold Rail - EEP  Line 5 Expansion (+50 kbpd) - EEP  Line 62 Expansion (+105 kbpd) - EEP  Line 9A Reversal (+50 kbpd) - ENB  Toledo Pipeline Partial Twin (+80 kbpd) - ENB  Seaway Pipeline Expansion (+400 kbpd) - ENB

2014

 Line 6B Replacement (+260 kbpd) – EEP  Line 61 (+160 kbpd) - EEP

  • Line 67 (+120 kbpd) (1)- EEP
  • Line 9B Reversal + Expansion (+320 kbpd) - ENB
  • Flanagan South Pipeline (+600 kbpd) - ENB
  • Seaway Twin + Lateral (+450 kbpd) - ENB

2015

  • Line 67 (+230 kbpd) – ENB/EEP
  • Line 61 (+640 kbpd) - EEP
  • Chicago Area Connectivity (+570 kbpd) – EEP
  • Southern Access Extension (+300 kbpd) - ENB
  • Edmonton to Hardisty (+570 kbpd) - ENB

2016

  • Sandpiper Pipeline (+225/+375 kbpd) – EEP
  • Line 6B Expansion (+70kbpd) - EEP

Market Access Programs Bolster Lakehead System Utilization

(1) Phase 1 of Line 67 in-service delayed, however, throughput impacts expected to be substantially mitigated

by temporary system optimization actions.

2017

  • Line 3 Replacement –ENB/ EEP

Lakehead System

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SLIDE 15

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Project Execution – 2014 In-Service

Eastern Access: Ln 6B Replacement

  • 160 miles of Line 6B replacement

entered service in May

  • Remaining 50 mile replacement

construction underway (early 4Q 2014 in service)

  • ~$2.1 billion capital

Mainline Expansions

  • Line 61- expansion from 400kbpd to

560kbpd between Superior and Flanagan entered service August

  • ~$0.2 billion capital

* Jointly funded 25% EEP / 75% ENB

Commercially Secured 30 year Cost of Service

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SLIDE 16

Bakken Expansion – Sandpiper Pipeline

Clearbrook Superior Sarnia Chicago Patoka Toledo Montreal Westover Hardisty

Cushing

Regina Gretna

Sandpiper ($2.6 B)

  • Scope: 610 mile, 24”/30” pipeline
  • Capacity: ~ 225 kbpd/375 kbpd
  • Target in-service: Early 2016
  • Marathon Funding:

37.5% of construction for ~27% equity interest in EEP ND system

 Low risk framework (ship-or-pay/COS)  Anchor Shipper secured  Petition for Declaratory Order

approved by FERC May 2014

Flanagan

16

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SLIDE 17
  • 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 – to be joint funded with ENB

  • Expected Completion:

– 2nd Half of 2017

  • 30 year Cost-of-Service

– 15 year primary term

  • Shipper Support (CAPP/RSG)

Line 3 Replacement

17

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SLIDE 18

Safety and Operational Reliability

18

Risk Management

  • Risk Policy, Risk Framework, Risk Culture Survey + Training

Inline inspection (ILI)

  • Significant dig program 3,400 pipe joints examined followed

with non-destructive testing

  • Research and Development in tool enhancements - Medical

imaging technology

On-line sensors

  • Pressures/cycling, pipe movement, external

& internal corrosion, vibration

Surveys

  • Pipe depth, river crossing and geotechnical conditions,

corrosion control, 3rd party activity

Incident Response

  • Focused Emergency response tactical plans

Health & Safety

  • Process safety management implementation
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SLIDE 19

19

Commercial Structure & Risk Profile

Crude oil projects progressively transform EEP to lower risk business model

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, after deducting non-controlling interest. Assumes Natural Gas business dropped down to MEP within five years.

0.0% 20.0% 40.0% 60.0% 80.0% 100.0% 2011 2012 2013 2014 2015 2016 2017

59% 23% 18%

Cost-of-Service/Take-or-Pay Commodity Sensitive Fee-Based

24% 76%

(Unconsolidated view)

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SLIDE 20

Executed Drop-Down to MEP

Drop-Downs Bolster Funding Program

20

Past State Current State

EEP: ‘Pure-Play’ Liquids Pipeline MLP MEP: ‘Pure-Play’ Natural Gas & NGL Midstream MLP

Gas & Liquids Operations

  • Executed Drop-Down to MEP July 1, 2014
  • Sold 12.6% interest in Midcoast Operating for $350 million
  • Drop-down remaining interests in gas business to MEP through 2017

Gas-Focused Operations Liquids-Focused Operations Drop-down proceeds largely mitigate equity funding requirements

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SLIDE 21

Natural Gas and NGL Midstream Business

Anadarko System Ajax Processing Plant

in service 3Q 2013

Texas Express NGL System In service 4Q 2013 North Texas System Marble Falls Associated Rich Gas East Texas System Beckville Processing Plant expected in service 1Q 2015

Petal

Logistics and Marketing 250 transport trucks, 300 trailers, 205 rail cars, TexPan Liquids Rail Facility 100,000+ Bpd of long-term fractionation capacity secured Key Assets

Natural Gas Deliveries ~ 2.5 bcf/d Gathering and Transportation Pipelines 11,400 miles Processing Capacity (26 plants) 2.3 Bcf/d Treating Capacity (11 plants) 1.3 Bcf/d Texas Express NGL system 35% JV interest

21

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SLIDE 22

Equity Restructure

Improves EEP’s cost of capital Increases distributable cash available to LP unit holders Establishes momentum for distribution growth Enhances acquisition competitiveness

Prospective Benefits

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

$0.5435/unit per quarter.

22

EEP Equity Restructuring

Strengthen and position EEP as future drop-down vehicle

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SLIDE 23

Lower Partnership’s Cost of Capital

23

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

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SLIDE 24

Strengthening Distribution Coverage

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Secured growth projects improve distribution coverage

0.00x 0.25x 0.50x 0.75x 1.00x 1.25x 2010 2011 2012 2013 2014e 2017e

Long Range Coverage Target

Guidance range

Coverage*

* Coverage includes EEQ paid-in-kind distribution.

  • Accretive growth underway
  • Backed by long-term, low risk

commercial framework

  • cost-of-service
  • ship-or-pay

Highly certain distributable cash flow growth

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SLIDE 25

Funding Plan 2014-2017 (unconsolidated)

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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

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 Equity funding requirements manageable

($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.

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SLIDE 26

Long-Term ENB Liquids Drop-Down Potential: $10 Billion +

26

2017e

Distributable Cash         

Pipeline System Upsize Option Capital Cost/ Book Value*

  • Eastern Access

$0.4 (2016/2017) ~ $1.5

  • Mainline Expansion

$0.4 (2016/2017) ~ $1.4

  • Alberta Clipper
  • ~ $0.8
  • Line 3 Replacement**

$0.4 (2018) ~ $0.9

  • Flanagan South
  • ~ $2.8
  • Seaway/Seaway Twin
  • ~ $2.4

Substantial drop-down opportunities from parent supports long-term growth outlook

* Estimated capital cost or net book value of assets held by Enbridge Inc. ** Line 3 Replacement Joint Funding Agreement under consideration by a Special Committee of the independent Board of Directors., including an option to upsize EEP

  • wnership by 15% one year after the in-service date.

~ $10B

($ Billions)

Examples:

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SLIDE 27

Key Takeaways

27

  • Strategic position supported by strong business fundamentals
  • Secured Liquids projects collectively transform the Partnership to

an even lower risk business model

  • Coverage strengthens as organic growth projects enter service
  • Distribution growth: targeting 2% to 5% annual growth
  • Minimal equity funding requirements
  • Drop downs to MEP bolster funding program
  • General Partner is strategically aligned with and invests in EEP

Safety and operational reliability are cornerstones that underpin

  • ur business and growth outlook
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SLIDE 28
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SLIDE 29

Delivering Cash Flow Growth* (unconsolidated)

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$701 $0 $400 $800 $1,200 $1,600

IH 2014 FY 2014e

Eastern Access Line 6B Replacement Phase 1: In-service May 1st Phase 2: In-service early 4Q14

EBITDA ramps up in 2H14: project in-service + increasing system utilization

* Includes noncontrolling interest attributable to projects jointly funded with Enbridge Inc. and noncontrolling interest attributable to Midcoast Energy Partners. L.P.

Adjusted EBITDA ($ millions)

Line 61 Expansion In-service 3Q14 Lakehead Volume/Rate Growth Natural Gas G&P Volumes

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SLIDE 30

Delivering Prudent Growth

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(1) Eastern Access and Mainline Expansion Liquids projects to be jointly funded by EEP & ENB. Sandpiper construction to be funded 37.5% by Marathon Petroleum Corp. (2) Eastern Access has modest capital cost risk (3) Assumed capex is proportionally funded based on EEP’s weighted average ownership of Midcoast Operarting. (4) Line 67 in-service delayed, however, throughput impacts expected to be substantially mitigated by temporary system optimization actions. (5) 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 under

consideration by Independent Special Committee.

($MM) Growth Capital Net Capital EEP Target In-Service Risk Profile Liquids: Bakken Growth Projects Sandpiper 2,600 1,625 early 2016 Long-term Ship-or Pay/ Cost of Service Eastern Access (1) 30 year Cost of Service Highly Certain Cash Flows No Volume Risk No Capital Risk (2) Line 6B Replacement, Line 5, Line 62 expansion 2,400 600 2Q 2013 – 2014 Line 6B Expansion + tankage 310 78 early 2016 US Mainline Expansion (1) Line 67 (Border to Superior) (4) Line 61 (Superior to Flanagan) 1,780 445 Phase 1 3Q14; Phase 2 2015-2016 Chicago Connectivity (Line 62 twin) 495 124 2H 2015 Line 3 Replacement (5) 2,600 1,300 2H 2017 30 year Cost of Service Natural Gas: Beckville Plant(3) 145 79 2015 Commodity & volume risk $10,330 $4,251

Organic growth secured by long-term low risk commercial structures

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SLIDE 31

Delivering Low-Risk Sustainable Growth

31

(1) Eastern Access and Mainline Expansion liquids expansion projects jointly funded by EEP & ENB. Line 3 Replacement joint funding under consideration by independent Special

  • Committee. Sandpiper construction funded 37.5% by Marathon Petroleum Corp.

(2) Natural Gas project capital to be proportionately funded between EEP and Midcoast Energy Partners, L.P (MEP). (3)

Line 67 in-service delayed, however, throughput impacts expected to be substantially mitigated by temporary system optimization actions.

Commercial Structure

  • Commodity/Volume Sensitive
  • Take-or-Pay
  • Cost of Service

Distribution coverage strengthens as growth projects enter service

Expected Project In-Service Period 1H13 2H13 1H14 2H14 1H15 2H15 1H16 2H16 1H17 2H17 Liquids Projects (1) Bakken Pipeline Expansion Bakken Rail Bakken Access Eastern Access: Line 6B repl., Line 5, Line 62 exp. Mainline Expansion: Line 61 and 67 Exp. Phase 1 (3) Mainline Expansion: Line 61 and 67 Exp. Phase 2 Mainline Expansion: Line 62 Twin (Chicago Connectivity) Sandpiper Eastern Access: Line 6B exp. and Tankage Line 3 Replacement Natural Gas Projects (2) Ajax Plant Texas Express NGL Pipeline JV Beckville Plant

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SLIDE 32

Growing Financial Strength

32

Strengthening credit metrics as expansion projects begin to generate cash

Will maintain strong investment grade credit profile (BBB/Baa2)

Actuals

3.0 3.5 4.0 4.5 5.0 5.5 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017

Target <4.0 times

Actuals

2.0 3.0 4.0 5.0 6.0 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017

Target >4.0 times Actuals

Debt /EBITDA FFO / Interest

Credit metrics post-2009 normalized for Lines 6A and 6B remediation costs and insurance recoveries.

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SLIDE 33

Equity Restructure Highlights

33

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

  • f 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.

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:
  • 66.1 million Class D LP units; and
  • 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
  • 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

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SLIDE 34

Joint Funding Agreements

34

Eastern Access and US Mainline Expansions

  • Enbridge Inc. to fund 75% of projects ~ in form of 100% equity

investment

  • EEP has separate options to upsize interest by up to 15% one

year from last in-service date

Line 3 Replacement

  • Project to be jointly funded with Enbridge Inc.*

Sandpiper

  • Marathon Petroleum Corp. will fund 37.5% of Project

Sandpiper construction costs. **

Joint funding enhances Partnership’s financing flexibility

Enbridge Inc. Joint Funding Marathon Petroleum Corp. Joint Funding

$1,250 $3,750 $1,300 $1,300 $1,625 $975

EEP Funded ENB Funded MPC Funded

Sandpiper

Line 3 Replacement Eastern Access $ millions

Net Capital To EEP $4,175

Mainline Expansions

*Assumed 50% joint funding participation levels under consideration by a Special Committee of the independent Board of Directors. **Marathon Petroleum Corp. will fund 37.5% of Project Sandpiper cost and assume a ~27% equity interest in the EEP North Dakota system, once the project enters service.

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SLIDE 35

Bakken Infrastructure

Clearbrook

Gretna

Manitoba

Minot Lignite Weyburn

Cromer Berthold

Steelman Tioga Stanley

to Superior

Enbridge Mainline North Dakota System (EEP)

  • 210 Mb/d

Bakken Pipeline (EEP, ENF)

  • 145 Mb/d

Saskatchewan System (ENF) Bakken Access Program (EEP) 100 Mb/d Berthold Rail (EEP)

  • 80 Mb/d

Sandpiper (EEP, MPC)*

  • 225/375 Mb/d (Early 2016 ISD)

EEP pipeline takeaway will reach 580 kbpd with next phase of expansion

*Marathon Petroleum Corp. will fund 37.5% of Project Sandpiper cost and assume a ~27% equity interest in the EEP North Dakota system, once the project enters service.

35

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SLIDE 36

Market Access – Eastern Access

36

Superior Sarnia Chicago Patoka Toledo Montreal Westover Hardisty EEP/ENB Joint Funded ENB Funded 1 2 6 4 5 3 Cushing

1. Line 5 Expansion +50 Mb/d (In-Service) 2. Spearhead North Expansion +105 Mb/d (Line 62) (In-Service) 3. Line 6B Replacement +260 Mb/d (2014) 4. Line 9A Reversal +240 Mb/d (In-Service) 5. Line 9B Reversal +300 Mb/d (2014) 6. Toledo Pipeline Twin +80 Mb/d (In-Service)

1 2 3 4 5 6 Flanagan

Linking North American crude supply growth to eastern refining centers

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SLIDE 37

37

Cushing Houston Chicago/ Flanagan Port Arthur

1 3 2 4 5 EEP/ENB Funded ENB Funded Refining center Heavy 43% Light 57% Western USGC Refining Processing Capability (~4,400 Mb/d)

Source: EIA and Enbridge’s internal estimates

Market Access – US Gulf Coast

37

Seaway Pipeline 400 Mb/d (In Service) Flanagan South Pipeline +600 Mb/d (2014) Seaway Pipeline Twin & Lateral +450 Mb/d (2014) Line 67 Expansion +350 Mb/d by 2015 (1) Line 61 Expansion +160 Mb/d by 2014

1 2 4

(1) Phase 1 of Line 67 in-service delayed, however, throughput impacts expected to be substantially mitigated by temporary system optimization actions.

Linking North American crude supply growth to USGC refining centers

3 5

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SLIDE 38

Western Canada Supply Growth

38

0.0 1.0 2.0 3.0 4.0 5.0 6.0 7.0

Oil Sands Conventional Heavy Conventional Light & Medium Pentanes/Condensate

Forecast Western Canada Production

MMbpd

Source: CAPP – Crude Oil Forecast, Markets & Pipelines (June 2014)

Oil sands production projected to grow by an annual average of 170 kbpd through 2030

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SLIDE 39

North American Crude Oil Supply Growth (2013 – 2025)

39

Bakken Eagle Ford Permian Basin Other

Niobrara

Oil Sands 0.0 0.5 1.0 1.5 2.0 2.5 3.0 3.5 4.0

Heavy Light

Cardium, Viking, Duvernay

Sources: Enbridge Internal Forecast and External Forecasts

+ 7 MMbpd by 2025

MMbpd

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SLIDE 40

US Refining Crude Coverage

40

0.0 2.0 4.0 6.0 8.0 10.0 12.0 14.0 16.0 18.0

2013F 2015 2020 2025

US Production Waterborne Imports Imports from Canada

MMb/d

Sources: Enbridge Internal Forecast

North American Production Displaces Waterborne Imports

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SLIDE 41

Operational Reliability & Project Execution

41

Industry Leadership

Integrity Management Leak Detection Capability and Control Systems Third Party Damage Avoidance and Detection Incident Response Capacity Employee and Contractor Occupational Safety Public Safety and Environmental Protection

Organizational commitment to being “best in class”

Operational Reliability Project Execution

Project Development

Proven track record: on-time & on-budget

Supply Chain Management Construction Experience Life Cycle Gating Control Regulatory & Permitting

Major Projects

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SLIDE 42

Impact of Line 6B Incident

42

As of March 31, 2014 Booked in Q2 2014 Total to Date Total Costs $1,122 $35 $1,157 Less: Insurance Recoveries $547 $0 $547 Total Normalized $575 $35 $610 Estimated Costs*

* Includes $29.6 million in fines and penalties associated with the Line 6B incident. Due to the absence of sufficient information, we cannot provide a reasonable estimate of our liability for additional fines and penalties that could be assessed in connection of the Line 6B incident. As a result, except for the penalties disclosed herein, we have not recorded any liability for expected fines and penalties. Unaudited amounts, $ in millions. Represents life-to-date amounts pursuant to impact of the Line 6B incident.

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SLIDE 43

Tax Considerations

43

* Form 1099 issued for tax year during which shares are disposed.

EEQ EEP Allocated Taxable Income Mutual Fund Limitations Unrelated Business Income Tax Schedule K-1 Form 1099 * State Filing Obligations