880285--2/19/2010--ENBRIDGE_ENERGY_PARTNERS

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{tax, income, asset}

{debt, indebtedness, cash}

{interest, director, officer}

{gas, price, oil}

{capital, credit, financial}

{operation, natural, condition}

{condition, economic, financial}

{stock, price, share}

{operation, international, foreign}

{cost, regulation, environmental}

{regulation, change, law}

{cost, contract, operation}

{acquisition, growth, future}

{regulation, government, change}

{customer, product, revenue}

{stock, price, operating}

RISKS RELATED TO OUR BUSINESS Our actual construction and development costs could exceed our forecast and our cash flow from construction and development projects may not be immediate, which may limit our ability to maintain or increase cash distributions. Our ability to access capital markets and credit on attractive terms to obtain funding for our capital projects and acquisitions may be limited. A downgrade in our credit rating could require us to provide collateral for our hedging liabilities and negatively impact our borrowing capacity under our Credit Facility. We may not have sufficient cash flows to enable us to continue to pay distributions at the current level. Our acquisition strategy may be unsuccessful if we incorrectly predict operating results, are unable to identify and complete future acquisitions and integrate acquired assets or businesses or are unable to raise financing on acceptable terms. Our financial performance could be adversely affected if our pipeline systems are used less. Competition may reduce our revenues. Our gas marketing operations involve market and regulatory risks. Our results may be adversely affected by commodity price volatility and risks associated with our hedging activities. Changes in, or challenges to, our rates could have a material adverse effect on our financial condition and results of operations. Increased regulation and regulatory scrutiny may reduce our revenues. Compliance with environmental and operational safety regulations may expose us to significant costs and liabilities. Our operations may incur substantial liabilities to comply with climate change legislation and regulatory initiatives. Pipeline operations involve numerous risks that may adversely affect our business and financial condition. Measurement adjustments on our pipeline system can be materially impacted by changes in estimation, commodity prices and other factors. We are exposed to credit risks of our customers, and any material nonpayment or nonperformance by our key customers could adversely affect our cash flow and results of operations. RISKS ARISING FROM OUR PARTNERSHIP STRUCTURE AND RELATIONSHIPS WITH OUR GENERAL PARTNER AND ENBRIDGE MANAGEMENT The interests of Enbridge may differ from our interests and the interests of our security holders, and the board of directors of Enbridge Management may consider the interests of all parties to a conflict, not just the interests of our security holders, in making important business decisions. Our partnership agreement and the delegation of control agreement limit the fiduciary duties that Enbridge Management and our general partner owe to our unitholders and restrict the remedies available to our unitholders for actions taken by Enbridge Management and our general partner that might otherwise constitute a breach of a fiduciary duty. Potential conflicts of interest may arise among Enbridge and its shareholders, on the one hand, and us and our unitholders and Enbridge Management and its shareholders, on the other hand. Because the fiduciary duties of the directors of our general partner and Enbridge Management have been modified, the directors may be permitted to make decisions that benefit Enbridge and its shareholders or Enbridge Management and its shareholders more than us and our unitholders. We can issue additional common or other classes of units, including additional i-units to Enbridge Management when it issues additional shares, which would dilute your ownership interest. Holders of our limited partner interests have limited voting rights. We are a holding company and depend entirely on our operating subsidiaries distributions to service our debt obligations. Enbridge Management s discretion in establishing our cash reserves gives it the ability to reduce the amount of cash available for distribution to our unitholders. RISKS RELATED TO OUR DEBT AND OUR ABILITY TO MAKE DISTRIBUTIONS Agreements relating to our debt restrict our ability to make distributions, which could adversely affect the value of our Class A Common Units, and our ability to incur additional debt and otherwise maintain financial and operating flexibility. TAX RISKS TO COMMON UNITHOLDERS The anticipated after-tax economic benefit of an investment in our units depends largely on our being treated as a partnership for federal income tax purposes, as well as our not being subject to a material amount of entity-level taxation by individual states. If we were to be treated as a corporation for federal income tax purposes or we were to become subject to additional amounts of entity-level taxation for state tax purposes, then our cash available for distribution to unitholders could be substantially reduced. If the IRS contests our curative tax allocations or other federal income tax positions we take, the market for our Class A common units may be impacted and the cost of any IRS contest will reduce our cash available for distribution or payments on our debt securities. The tax liability of our unitholders could exceed their distributions or proceeds from sales of Class A common units. Tax gain or loss on the disposition of our Class A common units could be more or less than expected. As a result of investing in our Class A common units, a unitholder may become subject to state and local taxes and return filing requirements in the states where we or our subsidiaries own property and conduct business. Ownership of Class A common units raises issues for tax-exempt entities and other investors. We adopted certain valuation methodologies that may result in a shift of income, gain, loss and deduction between the general partner and our unitholders. The IRS may challenge this treatment, which could adversely affect the value of the Class A Common Units. The sale or exchange of 50% or more of our capital and profits interests during any twelve-month period will result in our termination as a partnership for federal income tax purposes. We treat each purchaser of Class A common units as having the same tax benefits without regard to the actual Class A common units purchased. The IRS may challenge this treatment, which could result in a unitholder owing more tax and may adversely affect the value of the Class A common units. A unitholder whose Class A common units are loaned to a short seller to cover a short sale of Class A common units may be considered as having disposed of those Class A common units. If so, such unitholder would no longer be treated for tax purposes as a partner with respect to those Class A common units during the period of the loan and may recognize gain or loss from the disposition.

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880285--2/19/2010--ENBRIDGE_ENERGY_PARTNERS_LP