Issuing And Paying Agent Agreement

COMMERCIAL PAPER

ISSUING AND PAYING AGENT AGREEMENT

(Book-Entry and Obligations

Using DTC Facilities

and Physical Notes)



THIS AGREEMENT (" Agreement ") dated as of April 21, 2005 (" Effective Date "), is entered into by and between ENBRIDGE ENERGY PARTNERS, L.P. , a Delaware limited partnership (the " Issuer ") with offices at 1100 Louisiana, Suite 3300, Houston, Texas, 77002 and DEUTSCHE BANK TRUST COMPANY AMERICAS (the " Bank ") with offices at 60 Wall St, 27 th Floor, New York, New York 10005.



Section 1. Appointment



The Issuer requests and authorizes the Bank to act as agent for the Issuer in connection with the issuance and payment of unsecured (a) book-entry obligations (each an " Obligation " and collectively the " Obligations ") as evidenced by Master Note Certificate(s) (the " Note Certificate(s) ") and (b) bearer short term promissory notes of the Issuer (each a " Note " and collectively the " Notes "), both (a) and (b) in the forms appended hereto in Exhibit A . The Bank agrees to act as such agent for the Issuer subject to the provisions of this Agreement commencing on the Effective Date shown above.



Insofar as the context requires, all references herein to an Issuer92s " Obligation " shall be deemed to include the Issuer92s Note, and all references herein to an Issuer92s " Obligations " or " Book-entry Obligations " shall be deemed to include the Issuer92s Notes.



Section 2. Certificate Agreement



The Issuer acknowledges that the Bank has previously entered into a commercial paper certificate agreement (as amended or otherwise modified and currently in effect, the " Certificate Agreement ") which copy is appended hereto as Exhibit C , with the Depository Trust Company (" DTC "), and the Issuer also acknowledges that the continuation in effect of the Certificate Agreement is a necessary prerequisite to the Bank92s providing services related to issuance of the Obligations. The Issuer understands and agrees that the Certificate Agreement shall supplement the provisions of this Agreement and that the Issuer and the provisions of this Agreement are subject to the provisions of the Certificate Agreement.



Section 3. Letter of Representations; Resolutions; Authorized Officers



The Issuer will, prior to the Effective Date, deliver to the Bank an executed Letter of Representations (the " Representations "), a copy of which is appended hereto as Exhibit D . Further, the Issuer understands and agrees that such Representations when executed by the Issuer, the Bank and DTC shall supplement the provisions of this Agreement and that the Issuer, the Bank, and DTC shall be bound by the provisions of the Representations. The Bank and the Issuer agree to comply with the relevant portions of DTC92s Commercial Paper Issuing and Paying Agent Manual, and the DTC Same Day Settlement System Rules (collectively the " DTC Rules ").








The Issuer has delivered to the Bank (a) a certified copy of the resolutions adopted by the Board of Directors of the Issuer concerning the issuance of Obligations by the Issuer (the " Resolutions "), which copy is appended to Exhibit B , and (b) a certification (the " Certificate of Incumbency ") containing the name, title, and true signature of those officers of the Issuer authorized by the Resolutions to take action with respect to the Obligations (the " Authorized Officers "), which certification is set forth in Exhibit B . The Issuer agrees to provide the Bank with revised certified Resolutions and/or Certificates of Incumbency when and as required by changes in authorization of personnel.



Section 4. Authorized Persons



The Issuer authorizes the Bank to accept and to execute Instructions, as defined in and given pursuant to Section 6 hereof by any one of the employees, representatives and/or " Agents " (defined as sales agents or dealers authorized by a separate agreement between the Issuer and its sales agents or dealers) of the Issuer who are designated in a writing that is signed by the requisite number of Authorized Officers. Such designated employees or Agents shall be hereinafter collectively referred to as " Authorized Persons ". The initial written designation of Authorized Person(s) is set forth in Exhibit B . The Issuer agrees to provide the Bank with revised written designations in the form of Exhibit B when and as required by changes in authorization or personnel.



Section 5. Note Certificates



(X) Book entry Obligations :



The Issuer will, prior to the Effective Date, deliver to the Bank a Note Certificate evidencing Obligations issued, such Note Certificate bearing the manual or facsimile signatures of the requisite number of Authorized Officers and specifying the date of issuance, the full legal name of the Issuer, the name of the state in which the Issuer is incorporated or formed (as applicable), and the name of the Bank, acting as paying agent for the Issuer, in each case the Note Certificate being registered in the name of Cede & Co., a nominee of DTC.



(Y) Physical Notes and Signature Stamps :



For use as described in Section 7 hereof, the Issuer will, at its election, (a) deliver to the Bank a supply of the Issuer92s sequentially numbered, blank Notes bearing the manual or facsimile signatures of the requisite number of Authorized Officers and having spaces to show the face or principal amount, payee, date of issue, maturity date and amount of interest (if an interest bearing Note), and/or (b) authorize the Bank to use the Bank92s commercial paper universal note stock, which has spaces to show the face or principal amount, payee, date of issue, maturity date, amount of interest (if an interest bearing Note) and signature(s) of the Authorized Officers. If the Issuer elects (b), or if the Notes described in (a) do not bear such signature(s) when delivered to the Bank, then the Issuer will, at its election, deliver to the Bank for each signature required to be placed on the Notes either an electronic image of the requisite signature or a stamp bearing the facsimile signature of an Authorized Officer.



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(Z) Book Entry Obligations, Physical Notes and Signature Stamps :



Any Obligation (as evidenced by the Note Certificate or Note bearing the manual or authorized facsimile signature of an Authorized Officer) shall, upon the Bank92s issuance of such Obligation on behalf of the Issuer, bind the Issuer notwithstanding that such Authorized Officer shall have died or shall have otherwise ceased to hold office on the date such Obligation is issued by the Bank. Furthermore, the Issuer agrees that the Bank shall have no duty or responsibility to determine the genuineness of the facsimile and/or manual signatures appearing on the Note Certificate(s), Notes or stamps but the foregoing shall not excuse the Bank from examining, and the Bank shall examine, its signature cards to determine that signers are authorized and their signatures do not appear on their face to be incorrect or incomplete.



Section 6. Instructions



The term " Instructions " shall mean a communication, purporting to be from an Authorized Officer or Authorized Person, in the form of either (a) a written notice including those transmitted through facsimile transmittal equipment; (b) a telephone call; and/or (c) a transmission through an instruction and reporting communication service (" Noteline Direct ") offered by the Bank pursuant to Section 10 hereof, and the term " Timely Instructions " means Instructions that are received by the Bank at the address specified in Section 15 prior to 1:00 p.m. New York time on the day on which such Instructions are to be operative, which shall be a day the Bank is open for business.



If the Bank, at its option, acts upon Instructions transmitted after 1:00 p.m. New York time on the day on which the Instructions are to be operative, the Issuer understands and agrees that (a) such Instructions shall be acted upon, on a best efforts basis, by the Bank pursuant to the custom and practice of the commercial paper market, and (b) the Bank makes no representations or warranties that the issuance and delivery of any Note or Obligation pursuant to Section 7 hereof shall be completed prior to the close of business on the issue date specified in the Instructions.



Any Timely Instructions given by telephone shall be confirmed to the Bank in a writing purporting to be from an Authorized Officer or Authorized Person prior to 1:00 p.m. New York time on the day on which such Instructions are to be operative. In the absence of the Bank92s timely receipt of such written confirmation or in the event the Bank acts upon Instructions received after 1:00 p.m. New York time on the day on which the Instructions are to be operative, the Issuer understands and agrees that such Instructions given by telephone or received after the aforementioned 1:00 p.m. New York time, as understood by the Bank, shall be the true and controlling Instructions for all purposes of this Agreement.



Notwithstanding anything to the contrary in this Section 6 , the Issuer acknowledges that the Bank may act upon the Instructions without any duty to make any inquiry regarding the genuineness of such Instructions.



Section 7. Issuance



(X) Book Entry Obligations :



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The Bank92s sole duties in connection with the issuance of the Obligations when the Issuer delivers the Note Certificate(s) to the Bank in the form described in Section 5(X) herein, shall be as follows:



(a) to hold Note Certificates in safekeeping;



(b) to assign to each applicable Instruction received from the Issuer a CUSIP number as specified in and in accordance with the CUSIP number assignment received by the Bank from the Issuer;



(c) to cause to deliver an Obligation on behalf of the Issuer upon receipt of the related Instructions from the Issuer, or its designated agent(s), as to the face or principal amount, net dollar amount, date of issue, maturity date, interest rate (if any), and amount of interest due at maturity (if an interest bearing Obligation), by way of data entry or data transfer to the DTC Same Day Funds Settle ...