promote the interests of the Partnership and the Company, by providing incentive compensation awards denominated in or based on Units to Employees to encourage superior performance; and,

enhance the ability of the Partnership, the Company and their Affiliates to attract and retain the services of individuals who are essential for the growth and profitability of the Partnership, the Company and their Affiliates and to encourage them to devote their best efforts to advancing the business of the Partnership, the Company and their Affiliates;

The Participant acknowledges receipt of a copy of the Plan and hereby agrees that the terms and conditions of the Plan, as the same may be amended or revised from time to time, will govern the performance stock units granted hereby (the “Performance Stock Units”) and shall be deemed to be incorporated by reference herein and to form a part of this Agreement. Each capitalized term not otherwise defined herein shall have the meaning given to such term in the Plan. Where there is any conflict between the terms and conditions of this Agreement and the Plan with respect to the Performance Stock Units granted hereby, the terms and conditions of the Plan shall prevail.

“Board” means the board of directors or board of managers, as the case may be, of the Company.

“Change in Control” means, and shall be deemed to have occurred upon one or more of the following events:

any “person” or “group” within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act, other than the Company or an Affiliate of the Company (as determined immediately prior to such event), shall become the beneficial owner, by way of merger, acquisition, consolidation, recapitalization, reorganization or otherwise, of 50% or more of the combined voting power of the equity interests in the Company or the Partnership or Enbridge Energy Partners LP or its general partner;

the limited partners of the Partnership approve, in one or a series of transactions, a plan of complete liquidation of the Partnership;

the sale or other disposition by either the Company or the Partnership of all or substantially all of its assets in one or more transactions to any Person other than the Company, the Partnership or an Affiliate of the Company or of the Partnership;

a transaction resulting in a Person other than the Company or an Affiliate of the Company (as determined immediately prior to such event) being the sole general partner of the Partnership; or

a Change of Control as defined in the Enbridge Inc. Performance Stock Unit Plan (2007), as amended (2012).

“Code” means the Internal Revenue Code of 1986, as amended.

“Committee” means the Board, except that it shall mean such committee of the Board as may be appointed by the Board to administer the Plan, or as necessary to comply with applicable legal requirements or listing standards.

“DER” means the distribution equivalent rights as described in the Plan.

“Disability” means, as determined by the Committee in its discretion exercised in good faith, a physical or mental condition of a Participant that would entitle him or her to payment of disability income payments under the Partnership’s, the Company’s, or one of their Affiliates’ long-term disability insurance policy or plan, as applicable, for employees as then in effect; or in the event that a Participant is not covered, for whatever reason, under any such long-term disability insurance policy or plan for employees of the Partnership, the Company, or one of their Affiliates or the Partnership, the Company, or one of their Affiliates does not maintain such a long-term disability insurance policy, “Disability” means a total and permanent disability within the meaning of Section 22(e)(3) of the Code; provided, however, that if a Disability constitutes a payment event with respect to any Award which provides for the deferral of compensation and is subject to Section 409A, then, to the extent required to comply with Section 409A, the Participant must also be considered “disabled” within the meaning of Section 409A(a)(2)(C) of the Code. A determination of Disability may be made by a physician selected or approved by the Committee and, in this respect, Participants shall submit to an examination by such physician upon request by the Committee.

“Distributable Cash Flow per Unit” or “DCF/unit” has the meaning set forth in Schedule A.

“Fair Market Value” means, as of a particular day, the weighted average of the board lot trading prices per Unit on the New York Stock Exchange, for the last twenty trading days immediately prior to such day.

“For Cause” means a finding by the Committee, before or after the Participant’s termination of Service, of:

any material failure by the Participant to perform the Participant’s duties and responsibilities under any written agreement between the Participant and the Partnership, the Company or its Affiliate(s);

any act of fraud, embezzlement, theft or misappropriation by the Participant relating to the Partnership, the Company, or any of their Affiliates;

the Participant’s commission of a felony or a crime involving moral turpitude;

any gross negligence or intentional misconduct on the part of the Participant in the conduct of the Participant’s duties and responsibilities with the Partnership, the Company or any of their Affiliates or which adversely affects the image, reputation or business of the Partnership, the Company or their Affiliates; or

any material breach by the Participant of any agreement between the Partnership, the Company or any of its Affiliates, on the one hand, and the Participant on the other. The findings and decision of the Committee with respect to such matter, including those regarding the acts of the Participant and the impact thereof, will be final for all purposes.

“Maturity Date” means December 31 of the final year of the Term of the Performance Stock Units.

“Maximum Number” means the maximum number of Performance Stock Units that may mature with respect to each grant, which maximum number shall not exceed twice the sum of the initial grant plus the additional units granted with respect to Section 7 during the Term.

“Maximum Performance Level” means the level of achievement of the performance measures established pursuant to Section 2(a) which would result in the Maximum Number of Performance Stock Units granted to a Participant to mature.

“Notice Period” means the notice period for termination of employment agreed to between the Partnership, the Company or any of their Affiliates, and the Participant, or, in the absence of any such agreement, the minimum statutory notice period that may be required under applicable employment standards legislation.

“Performance Multiplier” has the meaning set forth in Schedule A.

“Performance on Yield” has the meaning set forth in Schedule A.

“Performance Stock Unit” means a conditional right to payment which has been granted to a Participant to receive an amount of money determined in accordance with the provisions of this Agreement.

“Retirement Plan” means a pension plan of the Partnership, the Company or one of their Affiliates established or in effect from time to time which applies when an employee retires from the employment of the Partnership, the Company or one of their Affiliates.

“Target Performance Level” means, in respect of a Term, that level of achievement of the performance measures established pursuant to Section 2(a) which would result in exactly 100% of the Performance Stock Units granted to a Participant to mature.

“Term” means a fixed period not more than three years, commencing on January 1 of the first year of the Term and ending on December 31 of the final year of the Term.

“Threshold Performance Level” means in respect of a Term the level of achievement of the performance measures established pursuant to Section 2(a) which would result in the minimum number of Performance Stock Units granted to a Participant to mature.

“Unit” means a Class A Common Unit of the Partnership.

“US Taxpayer” means an individual whose income is subject to U.S. federal income taxation.

“Yield” has the meaning set forth in Schedule A.

The administration of the Performance Stock Unit plan shall be at the sole discretion of the Committee subject to the following:

the Committee will set the performance measures and the levels of achievement required for Threshold Performance Level, Target Performance Level and Maximum Performance Level in consultation with the HRCC of the Enbridge Board. The Committee shall also have the authority to approve any amendments to such performance measures, the expected levels of performance and the Term; provided that no amendment to the Term of any Performance Stock Unit shall be made which would cause the Participant to be subject to adverse tax treatment under Code Section 409A.

Upon the Committee determining that achievement of applicable performance measures has been met following the Maturity Date, the Committee shall approve payments under the Plan.

The Committee shall have authority to waive any restrictions with respect to participation in the Plan or the maturity of grants under the Plan for any specific Participants where, in the opinion of the Committee, it is reasonable to do so and does not prejudice the rights of the Participant under the Plan and it does not cause the Participant to be subject to adverse tax treatment under Code Section 409A.

Subject to the terms and conditions hereinafter set forth, the Company hereby grants the above noted number of Performance Stock Units to the Participant.

The Performance Stock Units granted hereunder shall have a Term commencing on                      , 20         and terminating on                      , 20        .

The number of Performance Stock Units that mature under this Agreement shall be dependent upon the achievement of the performance measures established by the Committee, in consultation with the HRCC of the Enbridge Board, as described in Schedule A. Following the completion of a Term, the Committee, in consultation with the HRCC of the Enbridge Board, will review and determine the extent to which the performance measures have been achieved and will approve the number of Performance Stock Units which have matured. Notwithstanding the foregoing, in no event shall the number of Performance Stock Units that mature in respect of a particular grant exceed the Maximum Number in respect of such grant.

Solely for the purposes of facilitating the calculation of the amounts, if any, payable to the Participant pursuant hereto, the Company shall maintain a separate account (the “PSU Account”) for the Participant to which shall be credited the number of Performance Stock Units granted to the Participant hereunder on the applicable date of grant. No cash payments will be made by the Company at the time amounts are credited to the Participant’s PSU Account or at any time prior to the Maturity Date. At no time will the Company purchase Units represented by the Performance Stock Units.

Whenever cash distributions are paid on the Units, additional Performance Stock Units will be credited to the Participant’s PSU Account. The number of such additional Performance Stock Units will be equal to the number of additional Units that the Participant would have received had the Performance Stock Units in the Participant’s PSU Account instead been an equivalent number of DERs, as defined in the Plan.

Subject to Section 9 of this Agreement and all of the other provisions of the Plan and Agreement, at the Maturity Date of the Performance Stock Units granted hereunder the Company shall pay to the Participant the amount provided for in Section 2 of this Agreement for each Performance Stock Unit credited to the PSU Account maintained for the Participant. The amount payable to each Participant shall be determined by multiplying the sum of:

the number of Performance Stock Units held by such Participant within their PSU Account on the Maturity Date of such Performance Stock Units;

the Performance Multiplier;

the Fair Market Value of the Performance Stock Units as at the Maturity Date.

In the event that the Participant, after the Grant Date and before the Maturity Date of their Performance Stock Units, terminates or suspends employment due to any of the reasons outlined in this Section 9, the proration provisions corresponding to the reason of termination or suspension of employment shall apply.

Voluntary Termination

Involuntary Termination Other than For Cause

Involuntary Termination For Cause

Death

Retirement

Disability

Leaves of Absence

Secondments

Change in Control

No Future Grants

In the event of a conflict between the terms of this Agreement and the terms of any written employment agreement between a Participant and the Company, the terms of the written employment agreement shall prevail.

Unless otherwise provided in this Agreement, the amount payable to each Participant pursuant to Section 2 shall be paid after the approval of the Committee and after the audited financial statements of the Partnership, the Company or one of their Affiliates, as the case may be, for the year ended on the applicable Maturity Date have been approved by the Board, but, in any event, not later than two and one-half months after the Maturity Date.

The amount payable to each Participant pursuant to Section 2, unless otherwise provided in this Agreement or in the Plan, shall be paid in cash in the currency of the United States of America.

Notwithstanding anything else contained herein, the Participant shall be solely responsible for the payment of all applicable taxes and penalties, including, but not limited to, income taxes payable in connection with the payment of amounts payable as provided in Section 2 of this Agreement and any taxes and penalties under Code Section 409A, and neither the Partnership, the Company nor any of their Affiliates, employees or agents shall bear any liability in connection with the payment of such taxes or have any obligation to indemnify or otherwise hold the Participant harmless from any or all such taxes or penalties. The Company shall have the right to deduct from all cash payments made to the Participant any taxes required by law to be withheld with respect to such payments under applicable legislation.

The Performance Stock Units are not transferable other than by will or according to law of descent and distribution.

The Participant acknowledges and confirms receipt of any applicable incentive compensation clawback policy as referenced in subsection 8(o) of the Plan, and agrees and acknowledges that the terms and conditions of any such policy govern the Performance Stock Units granted hereby.

In the event that the number of Units held by the Participant is less than the number of Units to be held by him or her pursuant to any unit ownership guidelines of the Partnership, the Company or any of their Affiliates, in effect from time to time and applicable to such Participant, then the Participant shall be required to utilize any payments made with respect to any Performance Stock Units (net of any amounts deducted pursuant to applicable withholding taxes) to acquire additional Units to increase the number of Units held by the Participant to meet the requirements of such unit ownership guidelines.

In the event of any non-cash distribution, Unit split, combination or exchange of Units, merger, consolidation or distribution (other than normal cash distributions) of Partnership assets to unitholders, or any other change affecting the Units of the Partnership, other than an “equity restructuring” (within the meaning of ASC Topic 718), the Committee may make equitable adjustments, if any, to reflect such change with respect to:

the aggregate number of Performance Stock Units issued under the Plan;

the number of Performance Stock Units outstanding and awarded to Participants; and

the terms and conditions of any outstanding Performance Stock Units (including, without limitation, any applicable performance targets or criteria with respect thereto).

The validity, construction and performance of this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware and the federal laws of the United States applicable therein. Any invalidity of any provision of this Agreement shall not affect the validity of any other provision.

The Company and the Participant agree that any question arising under the terms of this Agreement or the Plan as to interpretation, construction or enforcement shall be referred to the Committee or the Board (or any successor thereto) and their decision shall be final and binding on both of the parties hereto.

None of the conditional rights granted to the Participant and represented by the Performance Stock Units shall vest unless and until an amount of money is payable with respect thereto in accordance with the provisions of this Agreement.

Time shall be of the essence of this Agreement.

This Agreement shall, except as otherwise provided to the contrary in this Agreement or the Plan, inure to the benefit of and bind the successors and assigns of the Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the businesses and/or assets of the Company to assume this Agreement in the same manner and to the same extent that the Company would be required to perform if such succession had not taken place. This Agreement shall, except as otherwise provided to the contrary in this Agreement or the Plan, inure to the benefit of and bind the heirs, executors, administrators and legal representatives of the Participant.

The Company, by execution of its proper officer, and the Participant, by their electronic acceptance as provided for pursuant to the terms of the Participant Account Agreement and Electronic Access Agreement with the Plan Administrator, have caused this Agreement to be accepted and agreed to effective as of the date and year first written above.

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