ENBRIDGE ENERGY MANAGEMENT L L C
OPERATIONAL SERVICES AGREEMENT
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>7
<FILENAME>a2094622zex-10_4.txt
<DESCRIPTION>OPERATIONAL SERVICES AGREEMENT
<TEXT>
<Page>

                                                                    EXHIBIT 10.4

                         OPERATIONAL SERVICES AGREEMENT


                                      AMONG


                             ENBRIDGE PIPELINES INC.


                       ENBRIDGE OPERATIONAL SERVICES, INC.


                          ENBRIDGE ENERGY COMPANY, INC.


                                       AND


                       ENBRIDGE ENERGY MANAGEMENT, L.L.C.


                          DATED AS OF OCTOBER 17, 2002

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                         OPERATIONAL SERVICES AGREEMENT

     This OPERATIONAL SERVICES AGREEMENT (this "AGREEMENT") is made as of
October 17, 2002 (the "EFFECTIVE DATE") among Enbridge Pipelines Inc. (f/k/a
Interprovincial Pipe Line Inc.), a Canadian corporation ("ENBRIDGE"), Enbridge
Energy Company, Inc. (f/k/a Lakehead Pipe Line Company, Inc.), a Delaware
corporation ("EECI"), Enbridge Operational Services, Inc., a Canadian
corporation ("EOSI") and Enbridge Energy Management, L.L.C., a Delaware limited
liability company ("MANAGEMENT").

                                    RECITALS

     WHEREAS, Enbridge and EECI are parties to that certain Services Agreement
dated as of January 1, 1992 (the "SERVICES AGREEMENT") pursuant to which
Enbridge provides to EECI certain operational services; and

     WHEREAS, EECI is the sole general partner of Enbridge Energy Partners, L.P.
(f/k/a Lakehead Pipe Line Partners, L.P.), a Delaware limited partnership ("the
MLP"); and

     WHEREAS, pursuant to a Delegation of Control Agreement among Management,
EECI and the MLP dated as of even date herewith (the "DELEGATION OF CONTROL
AGREEMENT"), EECI has delegated to Management the power and authority to manage
and control the business and affairs of the MLP; and

     WHEREAS, the parties desire to amend and restate the Services Agreement to
make EOSI a party and to make Management a party so that the services provided
by Enbridge and EOSI under this Agreement will be provided to, on behalf of and
as agents for Management in its capacity as the delegee of the power to manage
and control the business and affairs of the MLP; and

     WHEREAS, Enbridge will continue to provide certain services under this
Agreement to EECI in its individual capacity.

     NOW, THEREFORE, for and in consideration of the mutual covenants contained
in this Agreement, the parties hereto hereby agree to amend and restate the
Services Agreement as follows:

                                    ARTICLE I
                              PROVISION OF SERVICES

          SECTION 1.1.      PROVISION OF SERVICES.

               (a)     Enbridge and EOSI shall provide Management with the
     services set forth on EXHIBIT A (the "OPERATIONAL SERVICES") during the
     term of this Agreement and for such additional periods as the parties may
     agree, such services to be provided to, on behalf of and as agents for
     Management in its capacity as the delegee of the power to manage and
     control the business and affairs of the MLP.

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               (b)     Enbridge and EOSI shall provide EECI with such of the
     Operational Services as EECI shall request from time to time during the
     term of this Agreement and for such additional periods as the parties may
     agree, such services to be provided to, on behalf of and as agents for
     EECI.

               (c)     The Operational Services shall be provided from time to
     time at such times and pursuant to such instructions and specifications as
     Management and EECI shall provide. In rendering the Operational Services,
     Enbridge and EOSI shall be acting on behalf of and as agents for Management
     and EECI.

          SECTION 1.2.      CHANGE OF SERVICES.

               (a)     Enbridge, EOSI and Management shall have the right at any
     time during the term of this Agreement to request any changes in the
     Operational Services provided to Management, and such changes shall in no
     way affect the rights or obligations of EECI hereunder.

               (b)     Enbridge, EOSI and EECI shall have the right at any time
     during the term of this Agreement to request any changes in the Operational
     Services provided to EECI, and such changes shall in no way affect the
     rights or obligations of Management hereunder.

               (c)     Any change in the Operational Services shall be
     authorized in writing and evidenced by an amendment to EXHIBIT A, which
     amendment shall be signed by the parties affected thereby. Unless otherwise
     agreed in writing, the provisions of this Agreement shall apply to all
     changes in the Operational Services.

          SECTION 1.3.      NONEXCLUSIVE.

               (a)     Subject to SECTION 1.4, Enbridge and EOSI may provide the
     Operational Services to any other person from time to time.

               (b)     Management and EECI shall not be obliged to acquire the
     Operational Services exclusively from Enbridge or EOSI but shall remain
     free to acquire such services from any other sources which they feel are
     appropriate, without the prior written approval of Enbridge or EOSI.

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          SECTION 1.4.      COMMITMENT OF RESOURCES. Enbridge and EOSI agree to
commit to Management, on a priority basis, sufficient resources in providing the
Operational Services in order that Management may fulfill its responsibilities
as the delegee of the power to manage and control the MLP. Notwithstanding
anything herein to the contrary, Enbridge and EOSI shall continue to perform the
Operational Services on behalf of and as agent for Management as long as
Management is the delegee of the power to manage and control the MLP, or until
such time as this Agreement is terminated pursuant to SECTION 7.1 of this
Agreement.

          SECTION 1.5.      AUTHORIZATION OF EMPLOYEES.

               (a)     Management shall execute any and all documents necessary
     to effectuate the authorization of Enbridge's and EOSI's employees to
     represent and bind Management and the MLP in the provision of the
     Operational Services by Enbridge and EOSI pursuant to this Agreement. Such
     authorization by Management of the employees of Enbridge and EOSI shall be
     in accordance with this Agreement and pursuant to the authority guidelines
     adopted by the Board of Directors of Management, Enbridge and of EOSI and
     in accordance with the general authority guidelines set forth in the
     General Procedures Manuals for Management, Enbridge and EOSI.

               (b)     EECI shall execute any and all documents necessary to
     effectuate the authorization of Enbridge's and EOSI's employees to
     represent and bind EECI in the provision of the Operational Services by
     Enbridge and EOSI pursuant to this Agreement. Such authorization by EECI of
     the employees of Enbridge and EOSI shall be in accordance with this
     Agreement and pursuant to the authority guidelines adopted by the Board of
     Directors of EECI, Enbridge and of EOSI and in accordance with the general
     authority guidelines set forth in the General Procedures Manuals for EECI,
     Enbridge and EOSI.

                                   ARTICLE II
                                  COMPENSATION

          SECTION 2.1.      PAYMENT FOR SERVICES.

               (a)     Management agrees to pay Enbridge and EOSI for the
     provision of the Operational Services under this Agreement (other than
     under SECTION 6.3) a fee determined on the basis of an estimate of a
     proportionate allocation of Enbridge's and EOSI's appropriate departmental
     costs, net of amounts charged to other affiliated persons and amounts
     identifiable as costs of Enbridge or EOSI, as the case may be, exclusively,
     as agreed to by respective managers of Management, Enbridge and EOSI.

               (b)     EECI agrees to pay Enbridge and EOSI for the provision of
     Operational Services under this Agreement a fee determined on the basis of
     an estimate of a proportionate allocation of Enbridge's and EOSI's
     appropriate departmental costs, net of amounts charged to other affiliated
     persons and amounts identifiable as costs of Enbridge or EOSI, as the case
     may be, exclusively, as agreed to by respective managers of EECI, Enbridge
     and EOSI.

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          SECTION 2.2.      SPECIAL SERVICES. Management and EECI may from time
to time request Enbridge and/or EOSI to provide special additional Operational
Services. Management or EECI, as appropriate, shall pay Enbridge's or EOSI's, as
the case may be, costs and expenses incurred in the provision of such special
Operational Services in the manner and at the times specified in SECTION 3.1.

          SECTION 2.3.      DIRECT BILLING OF THE MLP. For Operational Services
provided to Management as the delegee of the power to manage and control the
business and affairs of the MLP, Enbridge or EOSI shall, at Management's
request, directly bill the MLP for such services.

          SECTION 2.4.      U.S. DOLLARS. All amounts payable under this
Agreement are expressed, and shall be paid, in U.S. dollars.

                                   ARTICLE III
                         TERMS OF PAYMENT AND ACCOUNTING

          SECTION 3.1.      CALCULATION AND SUBMISSION OF CHARGES. Enbridge and
EOSI shall submit charges to Management, EECI and/or the MLP at the end of each
month calculated on the basis of one-twelfth (1/12) of the estimated annual
costs of the Operational Services provided hereunder, accompanied by such
supporting documentation as agreed upon from time to time by the parties hereto.
The fee may be adjusted if necessary following the completion of each year of
this Agreement based on the actual costs for the Operational Services provided
hereunder.

                                   ARTICLE IV
                               AUDIT REQUIREMENTS

          SECTION 4.1.      ACCESS TO BOOKS AND RECORDS. Management and EECI, or
their duly authorized representatives, will have access at all reasonable times,
during the term of this Agreement and for a period of three (3) years
thereafter, to Enbridge's and EOSI's books, records, data stored in computers
and all documentation pertaining to Enbridge's and EOSI's rendition of
Operational Services under this Agreement for the purpose of auditing and
verifying the costs of such services or for any reasonable purpose. Enbridge or
EOSI shall not charge Management or EECI for any cost it may incur in connection
with such audit. Enbridge and EOSI agree to promptly reimburse Management and
EECI for audit claims resolved in the Management's or EECI's favor.

          SECTION 4.2.      DOCUMENT RETENTION. Enbridge and EOSI will preserve
for a period of six (6) years after termination of this Agreement all documents
mentioned in SECTION 4.1, and for longer periods upon specific request.

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                                    ARTICLE V
                          LIABILITY AND INDEMNIFICATION

          SECTION 5.1.      INDEMNIFICATION OF MANAGEMENT AND EECI. Enbridge and
EOSI will:

               (a)     indemnify and save harmless Management and EECI from and
     against all claims, actions, losses, expenses, costs and damages of every
     nature and kind whatsoever that Management and/or EECI (or their respective
     officers, employees or agents) may suffer as a result of the negligence of
     Enbridge or EOSI in the provision or non-provision of Operational Services
     under this Agreement;

               (b)     defend any claim or suit brought against Management
     and/or EECI based upon such loss or damage; and

               (c)     pay all costs and expenses including legal fees incurred
     by Management and/or EECI in connection with claim or suit.

          SECTION 5.2.      INDEMNIFICATION OF THE MLP. Pursuant to Section 3.2
of that certain Omnibus Agreement dated as of even date herewith between EECI,
the MLP and Enbridge (the "OMNIBUS AGREEMENT"), the obligations of Enbridge
under SECTION 5.1 of this Agreement shall extend to the MLP and its
subsidiaries.

          SECTION 5.3.      INDEMNIFICATION OF ENBRIDGE AND EOSI BY MANAGEMENT.
Management will:

               (a)     indemnify and save harmless Enbridge and EOSI from and
     against all claims, actions, losses, expenses, costs or damages of every
     nature and kind whatsoever that Enbridge or EOSI (or their respective
     officers, employees or agents) may suffer as a result of the negligence of
     Management in obtaining necessary Operational Services under this
     Agreement;

               (b)     defend any claim or suit brought against Enbridge or EOSI
     based upon such loss or damage; and

               (c)     pay all costs and expenses including legal fees incurred
by Enbridge or EOSI, in connection with such claim or suit.

          SECTION 5.4.      INDEMNIFICATION OF ENBRIDGE AND EOSI BY EECI. EECI
will:

               (a)     indemnify and save harmless Enbridge and EOSI from and
     against all claims, actions, losses, expenses, costs or damages of every
     nature and kind whatsoever that Enbridge or EOSI (or their respective
     officers, employees or agents) may suffer as a result of the negligence of
     EECI, in obtaining necessary Operational Services under this Agreement;

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               (b)     defend any claim or suit brought against Enbridge or EOSI
     based upon such loss or damage; and

               (c)     pay all costs and expenses including legal fees incurred
by Enbridge or EOSI, in connection with such claim or suit.

          SECTION 5.5.      INDEMNIFICATION OF ENBRIDGE BY MLP. The
indemnification provided to Management as the delegee of the power to manage and
control the MLP pursuant to the Delegation of Control Agreement and the Third
Amended and Restated Agreement of Limited Partnership of the MLP dated as of
even date herewith, is hereby incorporated by reference and the indemnity
provided in said Agreement is hereby extended to Enbridge and EOSI, each, as an
Indemnitee.

                                   ARTICLE VI
                             TERMINATION OF SERVICES

          SECTION 6.1.      TERM; TERMINATION RIGHTS. The term of this Agreement
shall commence as of the Effective Date above and shall continue until
terminated in accordance with this SECTION 7.1. Subject to SECTION 1.4 and
SECTION 7.2, any party shall have the right at any time to terminate all or any
part of the services provided under this Agreement as to itself upon not less
than 30 days' prior written notice. Such termination shall not relieve a
terminating party of its obligations up to and including the date of
termination.

          SECTION 6.2.      OBLIGATIONS UPON TERMINATION. Pursuant to
SECTION 3.1 of the Omnibus Agreement, to the extent that Enbridge is providing
services under this Agreement to Management as the delegee of the power to
manage and control the business and affairs of the MLP, as of the effective date
of:

    (i)   withdrawal by EECI as the general partner of the MLP;

    (ii)  removal of EECI as the general partner of the MLP under circumstances
where "cause" exists; or

    (iii) transfer of the capital stock of EECI to any person that is not an
Affiliate of Enbridge,

then Enbridge shall be obligated to provide such services on substantially the
same terms and conditions as provided in this Agreement, to the MLP for twelve
(12) months following such effective date, but shall have no such obligation
under this Agreement thereafter.

                                   ARTICLE VII
                              INTELLECTUAL PROPERTY

          SECTION 7.1.      DEFINITION OF INTELLECTUAL PROPERTY. In this Article
VIII, "INTELLECTUAL PROPERTY" means the rights to (i) inventions, (ii) all
granted patents for inventions, including reissue thereof, (iii) copyrights,
(iv) industrial designs, (v) trademarks, (vi) trade secrets, (vii) know-how and
(viii) any other industrial or intellectual property right, in every country
where same exists from time to time, all applications therefor, the right to
make

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applications therefor and the right to claim priority therefrom as provided
by international convention.

          SECTION 7.2.      LICENSE. All Intellectual Property that is
conceived, developed, produced, substantiated, or first reduced to practice by
Enbridge in the course of performing the Operational Services pursuant to this
Agreement shall accrue to and be owned by the Management or EECI, as the case
may be, subject only to the grantback of a non-exclusive, worldwide,
royalty-free, perpetual right and license to Enbridge to reproduce, translate,
modify, revise, make, use and have made that Intellectual Property as reasonably
required in connection with the internal business purposes of Enbridge.

                                  ARTICLE VIII
                                  MISCELLANEOUS

          SECTION 8.1.      NO JOINT VENTURE. This Agreement is not intended to
create, and shall not be construed as creating, any relationship of partnership,
joint venture or association for profit between the parties. In rendering the
Operational Services, Enbridge and EOSI shall be acting on behalf of and as
agents for Management and EECI.

          SECTION 8.2.      NO FIDUCIARY DUTIES. The parties hereto shall not
have any fiduciary obligations or duties to the other parties by reason of this
Agreement. Subject to the Omnibus Agreement among EECI, the MLP, Enbridge and
Management dated as of even date herewith, any party hereto may conduct any
activity or business for its own profit whether or not such activity or business
is in competition with any activity or business of the other party.

          SECTION 8.3.      NO REPRESENTATIONS OR WARRANTIES. The services to be
provided hereunder shall be provided on the basis that Enbridge and EOSI do not
make any warranties or representations, express or implied, with respect to such
services save and except that such services shall be provided by qualified
personnel in a professional and timely manner.

          SECTION 8.4.      FORCE MAJEURE. If either party to this Agreement is
rendered unable by force majeure to carry out its obligations under this
Agreement, other than Management's or EECI's obligation to make payments to
Enbridge and EOSI as provided for herein, that party shall give the other
parties prompt written notice of the force majeure with reasonably full
particulars concerning it. Thereupon, the obligations of the party giving the
notice, insofar as they are affected by the force majeure, shall be suspended
during, but no longer than the continuance of, the force majeure. The affected
party shall use all reasonable diligence to remove or remedy the force majeure
situation as quickly as practicable.

     The requirement that any force majeure situation be removed or remedied
with all reasonable diligence shall not require the settlement of strikes,
lockouts or other labor difficulty by the party involved, contrary to its
wishes. Rather, all such difficulties, may be handled entirely within the
discretion of the party concerned.

     The term "force majeure" means any one or more of:

     (a)  an act of God;

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     (b)  a strike, lockout, labor difficulty or other industrial disturbance;

     (c)  an act of a public enemy, war, blockade, insurrection or public riot;

     (d)  lightning, fire, storm, flood or explosion;

     (e)  governmental action, delay, restraint or inaction;

     (f)  judicial order or injunction;

     (g)  material shortage or unavailability of equipment; or

     (h)  any other cause or event, whether of the kind specifically enumerated
     above or otherwise, which is not reasonably within the control of the
     party claiming suspension.

          SECTION 8.5.      FURTHER ACTS. Each party shall from time to time,
and at all times, do such further acts and execute and deliver all such further
deeds and documents as shall be reasonably requested by another party in order
to fully perform and carry out the terms of this Agreement.

          SECTION 8.6.      TIME OF THE ESSENCE. Time is of the essence in this
Agreement.

          SECTION 8.7.      NOTICES. Any notice, request, demand, direction or
other communication required or permitted to be given or made under this
Agreement to a party shall be in writing and may be given by hand delivery,
postage prepaid first-class mail delivery, delivery by a reputable international
courier service guaranteeing next business day delivery or by facsimile (if
confirmed by one of the foregoing methods) to such party at its address noted
below:

     (a)  in the case of Enbridge, to:

                 Enbridge Pipelines Inc.
                 3000 425 - 1st Street S.W.
                 Calgary, Alberta  T2P 3L8
                 Attention:  President
                 Facsimile:  (403) 231-3920

     (b)  in the case of EECI, to:

                 Enbridge Energy Company, Inc.
                 1100 Louisiana, Suite 3330
                 Houston, Texas  77002
                 Attention:  President
                 Facsimile:  (713) 821-2229

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     (c)  in the case of EOSI, to:

                 Enbridge Operational Services, Inc.
                 10201 Jasper Avenue
                 Edmonton, Alberta  T5J 2J9
                 Attention:  President
                 Facsimile:  (780) 420-5389

     (d)  in the case of Management, to:

                 Enbridge Energy Management, L.L.C.
                 1100 Louisiana, Suite 3300
                 Houston, Texas  77002
                 Attention:  President
                 Facsimile:  (713) 821-2229

or at such other address of which notice may have been given by such party in
accordance with the provisions of this Section.

          SECTION 8.8.      COUNTERPARTS. This Agreement may be executed in
several counterparts, no one of which needs to be executed by all of the
parties. Such counterpart, including a facsimile transmission of this Agreement,
shall be deemed to be an original and shall have the same force and effect as an
original. All counterparts together shall constitute but one and the same
instrument.

          SECTION 8.9.      APPLICABLE LAW. In the provision of services
hereunder, the parties shall comply with and observe all applicable laws,
regulations and orders of any proper authority having jurisdiction over the
services provided. This Agreement shall be construed in accordance with the laws
of the Province of Alberta and the laws of Canada applicable therein, excluding
any conflicts of law rule or principle that might refer the construction or
interpretation hereof to the laws of another jurisdiction.

          SECTION 8.10.     BINDING EFFECT; ASSIGNMENT.

               (a)     This Agreement will inure to the benefit of and be
     binding upon the parties hereto and their respective successors and
     permitted assigns.

               (b)     This Agreement may not be assigned by any party hereto
     without the prior written consent of the other parties, except that
     Management may assign, in whole or in part, its right to receive
     Operational Services hereunder to an affiliate of Management.

          SECTION 8.11.     RULES OF CONSTRUCTION. The following provisions
shall be applied wherever appropriate herein:

   (i)    "herein," "hereby," "hereunder," "hereof," "hereto" and other
          equivalent words shall refer to this Agreement as an entirety and not
          solely to the particular portion of this Agreement in which any such
          word is used;

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   (ii)   "including" means "including without limitation" and is a term of
          illustration and not of limitation;

   (iii)  all definitions set forth herein shall be deemed applicable whether
          the words defined are used herein in the singular or the plural;

   (iv)   unless otherwise expressly provided, any term defined herein by
          reference to any other document shall be deemed to be amended herein
          to the extent that such term is subsequently amended in such document;

   (v)    references herein to other documents and agreements shall mean such
          documents and agreements as amended and restated from time to time;

   (vi)   wherever used herein, any pronoun or pronouns shall be deemed to
          include both the singular and plural and to cover all genders;

   (vii)  this Agreement shall not be construed against any person as the
          principal draftsperson hereof;

   (viii) the section headings appearing in this Agreement are inserted only
          as a matter of convenience and in no way define, limit, construe or
          describe the scope or extent of such Section, or in any way affect
          this Agreement; and

   (ix)   any references herein to a particular Section, Article, Exhibit or
          Schedule means a Section or Article of, or an Exhibit or Schedule to,
          this Agreement unless another agreement is specified.

          SECTION 8.12.     CONFIDENTIALITY OF INFORMATION.

               (a)     Each party to this Agreement agrees to keep all
     information provided by the other party (the "DISCLOSING PARTY") to it (the
     "RECEIVING PARTY") confidential, and a receiving party shall not, without
     the prior consent of an authorized senior officer of the disclosing party,
     disclose any part of such information which is not available in the public
     domain from public or published information or sources except:

                       (i)     to those of its employees who require access to
     the information in connection with performance of the Operational Services
     by a receiving party under this Agreement;

                       (ii)    as in the receiving party's judgment may be
     appropriate to be disclosed in connection with the provision by the
     receiving party of the Operational Services hereunder;

                       (iii)   as the receiving party may be required to
     disclose in connection with the preparation by the receiving party or any
     of its affiliates of reporting documents, including annual financial
     statements, annual reports and any filings or disclosure required by
     statute, regulation or order of a regulatory authority; and

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                       (iv)    to such legal and accounting advisors, valuers
     and other experts as in the receiving party's judgment may be appropriate
     or necessary in order to permit the receiving party to rely on the services
     of such persons in carrying out the receiving party's duties under this
     Agreement.

               (b)     The covenants and agreements of the parties to this
     Agreement shall not apply to any information:

                       (i)     which is lawfully in the receiving party's
     possession or in the possession of its professional advisors or its
     personnel, as the case may be, at the time of disclosure and which was not
     acquired directly or indirectly from the disclosing party;

                       (ii)    which is at the time of disclosure in, or after
     disclosure falls into, the public domain through no fault of the receiving
     party or its personnel;

                       (iii)   which, subsequent to disclosure by the disclosing
     party, is received by the receiving party from a third party who, insofar
     as is known to the receiving party, is lawfully in possession of such
     information and not in breach of any contractual, legal or fiduciary
     obligation to the disclosing party and who has not required the receiving
     party to refrain from disclosing such information to others; and

                       (iv)    disclosure of which the receiving party
     reasonably deems necessary to comply with any legal or regulatory
     obligation which the receiving party believes in good faith it has.

          SECTION 8.13.     INVALIDITY OF PROVISIONS. In the event that one or
more of the provisions contained in this Agreement shall be invalid, illegal or
unenforceable in any respect under any applicable law, the validity, legality or
enforceability of the remaining provisions hereof shall not be affected or
impaired thereby. Each of the provisions of this Agreement is hereby declared to
be separate and distinct.

          SECTION 8.14.     MODIFICATION; AMENDMENT. Subject to obtaining the
necessary regulatory approvals, this Agreement may not be modified or amended
except by an instrument in writing signed by each of the parties hereto or by
their respective successors or permitted assigns.

          SECTION 8.15.     ENTIRE AGREEMENT. This Agreement constitutes the
whole and entire agreement between the parties hereto and supersedes any prior
agreement, undertaking, declarations, commitments or representations, verbal or
oral, in respect of the subject matter hereof.

                            [Signature Page Follows]

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         IN WITNESS WHEREOF, the parties hereto have executed this Agreement
with effect as of the date first above written.

                                       ENBRIDGE PIPELINES INC.


                                       By:  /s/ LEON A. ZUPAN
                                            ----------------------------------
                                            Leon A. Zupan
                                            Vice President, Development &
                                            Services


                                       By:  /s/ BLAINE G. MELNYK
                                            ----------------------------------
                                            Blaine G. Melnyk
                                            Corporate Secretary


                                       ENBRIDGE ENERGY COMPANY, INC.


                                       By:  /s/ DAN C. TUTCHER
                                            ----------------------------------
                                            Dan C. Tutcher
                                            President


                                       ENBRIDGE OPERATIONAL SERVICES, INC.


                                       By:  /s/ STEPHEN J. WUORI
                                            ----------------------------------
                                            Stephen J. Wuori
                                            Chair


                                       By:  /s/ BLAINE G. MELNYK
                                            ----------------------------------
                                            Blaine G. Melnyk
                                            Secretary



                                       ENBRIDGE ENERGY MANAGEMENT, L.L.C.


                                       By:  /s/ DAN C. TUTCHER
                                            ----------------------------------
                                            Dan C. Tutcher
                                            President



                SIGNATURE PAGE TO OPERATIONAL SERVICES AGREEMENT

<Page>

                                    EXHIBIT A
            to Operational Services Agreement dated October 17, 2002
                        between Enbridge Pipelines, Inc.,
                         Enbridge Energy Company, Inc.,
                    Enbridge Operational Services, Inc., and
                       Enbridge Energy Management, L.L.C.

Enbridge and EOSI shall provide Management (referred to herein collectively with
the MLP as "MANAGEMENT") and EECI (to the extent necessary) with certain
services in general, including:

(a)  providing executive, administrative and other services on an "as required"
     basis;

(b)  tracking all shipments of liquid hydrocarbons, natural gas and other
     products within the pipeline systems in Canada and the United States;

(c)  monitoring capacity available in Canada and the United States to transport
     liquid hydrocarbons, as well as identifying "bottlenecks" where capacity
     is, or will become, inadequate to meet all shippers' requirements;

(d)  scheduling all shipments of liquid hydrocarbons in Canada and the United
     States; and

(e)  in co-operation with Management and EECI, and subject to applicable laws,
     codes and local requirements, setting standards for integrity, operation,
     maintenance and replacement of the pipeline systems in Canada and the
     United States.

In particular, Enbridge and EOSI will provide Management and EECI with the
following services:

1.   Maintain their respective tariff lists comprising shippers and other
     interested parties.

2.   Receive tenders/nominations on their behalf, schedule and co-ordinate
     monthly receipt and delivery levels, pumping rates, inventory levels, and
     daily pump orders.

3.   Determine working stock requirements of pipeline systems.

4.   Provide advisory services with respect to oil measurement activities.

5.   Provide short and long term pumping forecasts.

6.   Provide oil accounting services, including preparation of invoices for
     transportation services, and co-coordinating accounting practices and
     procedures.

7.   Provide advisory services with respect to specifications for control system
     hardware and software requirements so as to ensure compatibility between
     all portions of the Enbridge System and the Lakehead System.

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8.   Provide computer application development and support services for all
     computer applications that are required so as to ensure compatibility
     between the Enbridge System and the Lakehead System.

9.   Provide advisory services and assistance for computer equipment and
     software acquisition, implementation and maintenance.

10.  Provide computer time and resources for computer applications and other
     computer services.

11.  Provide advisory services and assistance with respect to
     telecommunications, control circuits and related communication services.

12.  Provide patrol and other aircraft services.

13.  Provide advisory services with respect to pipeline operating standards and
     procedures.

14.  Provide advisory services with respect to electrical standards.

15.  Determine electric power requirements and costs as well as advise as to
     changes or alterations to equipment desirable for increased efficiency.

16.  Provide planning studies and recommend as to short and long term facility
     needs to meet throughput requirements and to improve operational integrity.

17.  Carrying out hydraulic studies which are required for facility planning and
     design and to optimize operations.

18.  Provide engineering services related to operations, existing facilities
     and, as required, for new facilities.

19.  Undertake tariff studies.

In providing the foregoing services, Enbridge and EOSI shall be acting on behalf
of and as agents for Management and EECI.

                                       A-2

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