Exhibit 10.15

THIS INSTRUMENT AND THE INDEBTEDNESS EVIDENCED HEREBY IS SUBORDINATED, IN THE MANNER AND TO THE EXTENT SET FORTH IN AN AGREEMENT DATED JANUARY 24, 2003 (AS
SUCH AGREEMENT MAY FROM TIME TO TIME BE AMENDED, RESTATED, MODIFIED, OR SUPPLEMENTED, THE "SUBORDINATION AGREEMENT"), BY THE MAKER AND HOLDER OF THIS INSTRUMENT IN FAVOR OF BANK OF AMERICA, N.A. AS
ADMINISTRATIVE AGENT FOR THE "LENDERS" REFERRED TO THEREIN, TO ALL SENIOR INDEBTEDNESS AS DEFINED THEREIN), AND EACH HOLDER OF THIS INSTRUMENT, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE
SUBORDINATION AGREEMENT.

ENBRIDGE ENERGY PARTNERS, L.P.  SUBORDINATED PROMISSORY NOTE

|Due:    December 15, 2007 (subject to
the terms and provisions hereof) | Due: U.S. $62,594,668.37
|---------------------------------------------------------------------- | ------------------------

RECITALS

WHEREAS, with the issuance of this Promissory Note, dated as of January 24, 2003 by Enbridge Energy
Partners, L.P., (the "Partnership"), wishes to borrow U.S. $62,594,668.37 from Enbridge (U.S.) Inc., (the "Holder").

WHEREAS, the Partnership is a party to (i) that certain Amended and Restated Credit Agreement among the Partnership, Bank of
America, N.A., as Administrative Agent and the lenders named therein (as amended, restated, modified or supplemented from time to time, the "Multi Year Facility") and (ii) the Amended and
Restated 364-Day Credit Agreement among the Partnership, Bank of America, N.A., as Administrative Agent and the lenders named therein, (as amended, restated, or modified or supplemented
from time to time, the "364 Day Facility" and together with the Multi Year Facility, the "Credit Facilities").

Article 1TERMS

FOR VALUE RECEIVED, the undersigned, the Partnership, formed under the laws of the state of Delaware with its principal office and place
of business at 1100 Louisiana, Suite 3300, Houston, Texas, United States, 77002,PROMISES TO PAYto or to the order of the Holder, at its registered
offices at 1100 Louisiana, Suite 3300, Houston, Texas, United States, 77002 or such other place as the Holder may designate, the principal amount of SIXTY TWO MILLION FIVE HUNDRED AND NINTY FOUR
THOUSAND SIX HUNDRED AND SIXTY EIGHT DOLLARS AND THIRTY SEVEN CENTS (U.S.$ 62,594,668.37) in lawful money of the United Sates of America on the later to occur of (i) December 15, 2007 or
(ii) six months following the Maturity Date (as defined in the Multi Year Facility) with interest on such amount, at the rate, calculated in the manner and payable at the times specified in
this Note.

The
principal amount remaining from time to time unpaid and outstanding shall bear interest, both before and after the occurrence of an Event of Default (as hereinafter defined) and
before and after judgement to the date of the repayment in full of the principal amount, at the rate of 6.60%, per annum, calculated and payable on the maturity date hereof and, otherwise, will accrue
to the principal balance on the first day of the month or the next business day thereafter. The amount of interest payable for any period shall be computed on the basis of twelve 30-day
months and a 360- day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the
days elapsed in any partial month.

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The
Partnership shall have the right and privilege of prepaying the whole or any portion of the principal amount of this Note from time to time remaining unpaid and outstanding at any
time or times without penalty.

The
recording by the Holder in its accounts of principal amounts owing by the Partnership, accrued interest and repayments shall, in the absence of manifest mathematical error, be prima facieevidence of
the same; provided that the failure of the Holder to record the same shall not affect the obligation of the Partnership to pay such amounts to the Holder.

The
Partnership and all endorsers of this Note waive presentment for payment and notice of non-payment and agree and consent to all extensions or renewals of this Note
without notice.

Article 2AFFIRMATIVE COVENANTS

So
long as any amounts remain outstanding under this Note and unless the Holder otherwise consents in writing, the Partnership covenants and agrees that:



Article 3EVENTS OF DEFAULT

In
this Note, subject to Article 11, the occurrence of each and any of the following events shall constitute an "Event of Default":

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Article 4REMEDIES

Subject
to Article 11, upon the occurrence of any Event of Default, the Holder may:

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all
without, except as may be required by applicable law, any additional notice, presentment, demand, protest, notice of protest, dishonour or any other action. These rights and remedies of the Holder
hereunder are cumulative and are in addition to and not in substitution for any other rights or remedies provided by applicable law.

Article 5AMENDMENT AND WAIVER

No
amendment or waiver of this Note shall be binding unless executed in writing by the Partnership and the Holder. No waiver of any provision of this Note shall constitute a waiver of
any other provision nor shall any waiver of any provision of this Note constitute a continuing waiver unless otherwise expressly provided.

Article 6ASSIGNMENT

This
Note shall enure to the benefit of and shall be binding upon the maker and the payee and their respective successors and permitted assigns. This Note may be assigned by the Holder
to any affiliate of the Holder without the prior consent of the Partnership. Notice of any such assignment shall be provided in writing to the Partnership.

Article 7NOTICES

Any
notice to the Partnership shall be delivered to 1100 Louisiana, Suite 3300, Houston Texas, United States 77002, to the attention of the Corporate Secretary or by fax to
713-821-2229. Any notice to the Holder shall be delivered to the same address.

The
address or fax number for notice may be changed by the Partnership, the Holder or any subsequent holder of this Note by notice given in accordance with the preceding paragraphs.

Article 8FURTHER ASSURANCES

Whether
before or after the happening of an Event of Default, the Partnership shall at its own expense do, make, execute or deliver, or cause to be done, made, executed or delivered, all
such further acts, documents and things in connection with this Note as the Holder may reasonably require from time to time for the purpose of giving effect to this Note, all immediately upon the
request of the Holder.

Article 9SUBORDINATION

The
Holder hereby acknowledges and agrees that the indebtedness evidenced by this Note, including the principal hereof and interest thereon, shall, on any dissolution, winding up,
liquidation, readjustment, reorganization, bankruptcy, insolvency, receivership or other similar proceedings relating to the Partnership, or any of its property (whether voluntary or involuntary,
partial or complete), or any other marshalling of the assets and liabilities of the Partnership, be subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness.
For purposes of this Note, "Senior Indebtedness" means all obligations, liabilities and indebtedness of the Partnership (including, without limitation, the Obligations, as defined in each of the
Credit Facilities), except for (i) the indebtedness evidenced by this Note, including the principal hereof and interest thereon, and (ii) such obligations, liabilities and indebtedness
which by the terms thereof are expressed to be payablepari passuwith, or subordinate and subject in right of payment to, the indebtedness evidenced by
this Note. In addition to

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the foregoing (and not in limitation thereof), the Holder hereby further acknowledges and agrees that no payment of the principal sum hereof, interest thereon or other indebtedness evidenced by this
Note shall be made by the Partnership when and for so long as (i) the Partnership is in default in the payment of any Senior Indebtedness when due and payable, (ii) any applicable grace
period with respect to a payment default on Senior Indebtedness has ended and such default has not been cured or waived or ceased to exist, or (iii) the maturity of any Senior Indebtedness has
been accelerated because of a default.

Article 10ENTIRE AGREEMENT

This
Note recites all material terms associated with the Partnership's obligation to pay and supersedes and replaces any prior understandings or arrangements pertaining to this Note.
There are no warranties, conditions, or representations (including any that may be implied by statute) and there are no agreements in connection with such subject matter except as specifically set
forth or referred to in this Note. No reliance is placed on any warranty, representation, opinion, advice or assertion of fact made either prior to, contemporaneous with, or after entering into this
Note, or any amendment or supplement thereto, by the Partnership or the Holder or its directors, officers, employees or agents, to the other or its directors, officers, employees or agents, except to
the extent that the same has been reduced to writing and included as a term of this Note, and neither of the Partnership or the Holder has been induced to enter into this Note any amendment or
supplement by reason of any such warranty, representation, opinion, advice or assertion of fact. Accordingly, there shall be no liability, either in tort or in contract, assessed in relation to any
such warranty, representation, opinion, advice or assertion of fact, except to the extent contemplated above.

Article 11GENERAL MATTERS

The
Events of Default and the Remedies related thereto described in Articles 3 and 4 hereof, respectively, will have no force and effect and will not be operative until such time as all
Senior Indebtedness has been fully and indefeasibly paid and all commitments under each of the Credit Facilities have been terminated.

The
inclusion of headings in this Note is for convenience of reference only and shall not affect the construction or interpretation hereof.

Whenever
in this Note a particular article, section or other portion thereof is referred to, such reference pertains to the particular article, section or portion thereof
contained herein, unless otherwise indicated.

Except
where otherwise expressly provided, all amounts in this Note are stated and shall be paid in United States currency.

Any
provisions of this Note prohibited by the laws of any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition without invalidating the remaining
terms hereof and no such invalidity shall affect the obligation of the Partnership to pay the principal amount and any accrued and unpaid interest at the time outstanding hereunder.

Time
is of the essence of this Note.

This
Note is intended by the parties to be and is a negotiable instrument.

Article 12GOVERNING LAW AND ATTORNMENT

This
Note shall be governed by and interpreted and enforced in accordance with the laws of the state of Delaware and the federal laws of the United States of America applicable therein.

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DATED
this 24th day of January, 2003.

| |  | ENBRIDGE ENERGY PARTNERS, L.P.
| |  | ------------------------------
| |  | By:                           
| |  | By:                           

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