**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C.20549**

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FORM 10-K/A

| **x**                                                                                                                                                                                                                                  | ** ** | **ANNUAL REPORT PURSUANT TO SECTION 13 OR  15() OF THE SECURITIES EXCHANGE ACT OF 1934**     |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-------------------------------------------------------------------------------------------------------------|
| **For the fiscal year ended DECEMBER 31, 2004**                                                                                                                                                                                        |
| **OR**                                                                                                                                                                                                                                 |
| **o**                                                                                                                                                                                                                                  | ** ** | **TRANSITION REPORT PURSUANT TO  SECTION 13 OR 15() OF THE SECURITIES EXCHANGE ACT OF 1934** |
| **For the transition period from                  to                ** |
| **Commission File Number: 1-10934**                                                                                                                                                                                                    |

 

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ENBRIDGE ENERGY PARTNERS, L.P.

(Exact name of Registrantas specified in its charter)

| **Delaware**                                                     | **39-1715850**                        |
|------------------------------------------------------------------|---------------------------------------|
| (State or other  jurisdiction of  incorporation or organization) | (I.R.S. Employer  Identification No.) |
| **1100 Louisiana  Suite 3300  Houston, Texas 77002**        |
| (Address of  principal executive offices and zip code)           |
| **(713) 821-2000**                                               |
| (Registrant’s  telephone number, including area code)       |

 

Securities registeredpursuant to Section 12(b) of the Act:

| Title of each class        | ** ** | **Class Name of each exchange on which registered** |
|----------------------------|------------|----------------------------------------------------------|
| Class A  Common Units | ** ** | New York Stock  Exchange                                 |

 

Securities registeredpursuant to Section 12(g) of the Act: **NONE**

Indicate by check mark whether the Registrant (1) hasfiled all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or forsuch shorter period that the Registrant was required to file such reports), and(2) has been subject to such filing requirements for the past90 days. Yes x  No o

Indicate by check mark if disclosure of delinquentfilers pursuant to Item 405 of Regulation S-K is not contained herein, andwill not be contained, to the best of the Registrant’s knowledge, in definitiveproxy or information statements incorporated by reference in Part III ofthis Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is anaccelerated filer (as defined in Rule 12b-2 of the Act) Yes x  No o

The aggregate market value of the Registrant’s Class ACommon Units held by non-affiliates computed by reference to the price at whichthe common equity was last sold, or the average bid and asked price of suchcommon equity, as of June 30, 2004, was $1,880,527,004.

As of February 15, 2005, the Registrant has46,802,634 Class A common units outstanding.

**DOCUMENTS INCORPORATED BYREFERENCE: NONE**

 

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**EXPLANATORY NOTE**

This Amendment No. 1 (“Amendment”) to the AnnualReport on Form 10-K of Enbridge Energy Partners, L.P. (the “Partnership”)filed with the Securities and Exchange Commission (“SEC”) on February 25,2005, is to add to Part III, Item 11. Executive Compensation of suchreport, the information appearing under the captions “Employment Agreements”and “Director Compensation” in this Amendment.

Except as otherwiseexpressly noted herein, this Amendment to our Annual Report on Form 10-Kdoes not reflect events occurring after the February 25, 2005, filing ofthe Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31,2004, or modify or update the disclosures set forth in that Annual Report on Form 10-Kin any way.

**Item 11. Executive Compensation**

The following table setsforth the annual, long-term and other compensation for all services provided inall capacities to Enbridge Management and the Partnership for the fiscal yearsended December 31, 2004, 2003 and 2002, of the Chief Executive Officer andfour of our other executive officers with the highest salary and bonuscompensation in the 2004 fiscal year (the “Named Executive Officers”). ThePartnership bears an allocable portion of these officers’ total compensationthat is based on the approximate percentage of time each of these officersdevote to Enbridge Management and the Partnership. The other affiliates ofEnbridge, to whom these officers also render services, bear the remainder ofthe compensation expenses of these officers.

***SummaryCompensation Table***
| Name & Principal Position         | ** ** | ** ** | ** ** | **Year**   | ** ** | **Salary** | ** ** | **Bonus** | ** ** | **Other  Annual  Compen-  sation**(1)(2) | ** ** | **Restricted  Stock  Award(s)** | ** ** | **Securities  Underlying  Options/SARs**(4) | ** ** | **LTIP  Payouts** | ** ** | **All Other  Compen-  sation**(3) | ** ** | **Approximate  Percentage of  Time Devoted  to Enbridge  Management  and the  Partnership** | ** ** |
|------------------------------------------------------|------------|------------|------------|------------|------------|------------|------------|-----------|------------|------------------------------------------|------------|---------------------------------|------------|---------------------------------------------|------------|-------------------|------------|----------------------------------------|------------|-----------------------------------------------------------------------------------------------------------------|------------|
| ** **                                           | ** ** | ** ** | ** ** | ** ** | ** ** | **($)**    | ** ** | **($)**   | ** ** | **($)**                                  | ** ** | **($)**                         | ** ** | **(#)**                                     | ** ** | **($)**           | ** ** | **($)**                                | ** ** | ** **                                                                                                      | ** ** |
| D.C. Tutcher                                         |       | 2004       |       | 322,000    |       | 270,000    |       |      | 30,000     |                                     |       |                            | —     |                                        |       | 17,000            |       | —                                 |       | 12,350                                                                                                          |       |   | 90 |   |   |
| President                                            |       | 2003       |       | 309,750    |       | 235,000    |       |      | 35,000     |                                     |       |                            | —     |                                        |       | 50,000            |       | —                                 |       | 10,000                                                                                                          |       |   |   |   |   |
|                                                      |       | 2002       |       | 296,250    |       | 91,000     |       |      | 40,000     |                                     |       |                            | —     |                                        |       | 150,000           |       | —                                 |       | 11,625                                                                                                          |       |   |   |   |   |
| T.L. McGill                                          |       | 2004       |       | 231,385    |       | 126,500    |       |      | 20,000     |                                     |       |                            | —     |                                        |       | 20,000            |       | —                                 |       | 11,044                                                                                                          |       |   | 90 |   |   |
| Vice  President—                                |       | 2003       |       | 221,000    |       | 89,800     |       |      | 20,000     |                                     |       |                            | —     |                                        |       | 23,200            |       | —                                 |       | 6,361                                                                                                           |       |   |   |   |   |
| Commercial  Activity & Business Development |       | 2002       |       | 182,474    |       | 34,000     |       |      | 16,886     |                                     |       |                            | —     |                                        |       | 23,000            |       | —                                 |       | 4,193                                                                                                           |       |   |   |   |   |
| E.C. Kaitson                                         |       | 2004       |       | 174,055    |       | 59,900     |       |      | 10,000     |                                     |       |                            | —     |                                        |       | 6,500             |       | —                                 |       | 10,643                                                                                                          |       |   | 90 |   |   |
| Assistant Secretary and                              |       | 2003       |       | 168,000    |       | 35,400     |       |      | 10,000     |                                     |       |                            | —     |                                        |       | 5,900             |       | —                                 |       | 8,375                                                                                                           |       |   |   |   |   |
| Associate General Counsel                            |       | 2002       |       | 161,250    |       | 18,200     |       |      | 10,000     |                                     |       |                            | —     |                                        |       | 8,300             |       | —                                 |       | 8,990                                                                                                           |       |   |   |   |   |
| M.A. Maki                                            |       | 2004       |       | 171,365    |       | 87,300     |       |      | 20,000     |                                     |       |                            | —     |                                        |       | 15,000            |       | —                                 |       | 9,444                                                                                                           |       |   | 90 |   |   |
| Vice  President—Finance                         |       | 2003       |       | 161,750    |       | 71,400     |       |      | 20,000     |                                     |       |                            | —     |                                        |       | 16,700            |       | —                                 |       | 7,100                                                                                                           |       |   |   |   |   |
|                                                 |       | 2002       |       | 136,762    |       | 55,700     |       |      | 25,978     |                                     |       |                            | —     |                                        |       | 8,000             |       | —                                 |       | 6,950                                                                                                           |       |   |   |   |   |
| R.L. Adams                                           |       | 2004       |       | 161,960    |       | 81,600     |       |      | 20,000     |                                     |       |                            | —     |                                        |       | 10,000            |       | —                                 |       | 8,339                                                                                                           |       |   | 90 |   |   |
| Vice President—                                 |       | 2003       |       | 151,000    |       | 54,100     |       |      | 26,229     |                                     |       |                            | —     |                                        |       | 7,500             |       | —                                 |       | 7,568                                                                                                           |       |   |   |   |   |
| Operations and   Technology                          |       | 2002       |       | *          |       | *          |       |      | *          |                                     |       |                            | *          |                                        |       | *                 |       | *                                      |       | *                                                                                                               |       |   |   |   |   |

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*                    Electedan officer in 2003.

 

2

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(1)                 Amountsin this column include: the flexible perquisites allowance (as described inNote 2 below), flexible credits paid as additional compensation (asdescribed in Note 2 below), reimbursements for professional financialservices, one-time payments for termination benefits, and the taxable benefitfrom loans by Enbridge, which were granted for relocation or hiring incentivepurposes (and amounts reimbursed for the payment of taxes relating to suchbenefit).

(2)                 EffectiveJuly 1, 2001, Enbridge adopted a flexible benefit program pursuant towhich employees receive an amount of flex credits based on their family statusand base salary. Beginning in fiscal 2003, the Named Executive Officers weregiven a Flexible Perquisites Allowance to cover perquisites that may have beenpreviously paid on behalf of each executive. Flex credits can be (a) usedto purchase various benefits (such as extended health or dental coverage,disability insurance and life insurance) on the same terms as are available toall employees; (b) applied as contributions to the Stock Purchase andSavings Plan (as described in Note 3 below); or (c) paid to theemployee as additional compensation. In 2004, Mr. Tutcher receivedperquisites and other personal benefits totaling $30,000, all of which relatedto his Flexible Perquisites Allowance; Mr. McGill received perquisites andother personal benefits totaling $20,000, all of which related to his FlexiblePerquisites Allowance; Mr. Maki received perquisites and other personalbenefits totaling $20,000, all of which related to his Flexible PerquisitesAllowance; Mr. Kaitson received perquisites and other personal benefitstotaling $10,000, all of which related to his Flexible Perquisites Allowance,and Mr. Adams received perquisites and other personal benefits totaling$20,000 all of which related to his Flexible Perquisites Allowance.

(3)                 Employeesin the United States participate in the Enbridge Employee Services, Inc.Savings Plan (the “401(k) Plan”) under which employees may contribute upto 25% of their base salary, with employee contributions up to 5% matched byEnbridge (all subject to the contribution limits specified in the InternalRevenue Code). Enbridge’s contributions are used to purchase Enbridge shares atmarket value and the employees’ contributions may be used to purchase Enbridgeshares or nine designated funds. During 2004, Enbridge made contributions of$10,250, $8,977, $8,703, $9,068 and $7,982, respectively, to the 401(k) Planfor the benefit of Mr. Tutcher, Mr. McGill, Mr. Maki, Mr. Kaitson,and Mr. Adams. Additionally, during 2004 Enbridge Employee Services, Inc.paid term life insurance premiums of $540, $508, $380, $376, and $356 for thebenefit of Mr. Tutcher, Mr. McGill, Mr. Maki, Mr. Kaitson,and Mr. Adams, respectively. In 2004, Enbridge Employee Services, Inc.also furnished Messrs. Tutcher, McGill and Kaitson with parking benefits,at an annual cost of $1,560 each.

(4)                 Eachoption entitles the holder to acquire the indicated number of shares ofEnbridge common stock. The costs associated with recognizing the fair value ofthe options as compensation expense are borne by the Partnership. Additionalinformation is provided in the following section labeled “Stock Options”.

***Stock Options***

We do not maintain anyoption or long-term incentive plans for the benefit of the Named ExecutiveOfficers. In 2004, Enbridge began allocating to us the compensation expense itrecognized in connection with recording the fair value of its outstanding stockoptions granted to certain of our officers, including the Named ExecutiveOfficers. Prior to 2004, we were not allocated any expense associated withstock option grants. The stock options are granted to the Named ExecutiveOfficers pursuant to the Enbridge Incentive Stock Option Plan, which is along-term incentive plan administered by the Human Resources &Compensation Committee of Enbridge. The stock option grants are denominated inCanadian dollars. The following three tables set forth information concerningoptions granted and exercised during 2004 by the Named Executive Officers underthe Enbridge stock option plans:

3

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***Options/SAR Grantsin Last Fiscal Year***
| ** **   | ** ** | **Individual Grants**                     | ** ** | **Potential Realizable**                        | ** ** |
|--------------|------------|------------------------------------------------|------------|------------------------------------------------------|------------|
| ** **   | ** ** | **Number of**                             | ** ** | **Percent of Total**                       | ** ** | ** ** | ** ** | ** ** | ** ** | **Value at Assumed ** | ** ** |
| ** **   | ** ** | **Securities  Underlying  Options/SARs ** | ** ** | **Options/SARs  Granted to  Employees in** | ** ** | **Exercise or ** | ** ** | ** ** | ** ** | **Annual Rates of Stock  Price Appreciation  for Options Term** | ** ** |
| **Name**     | ** ** | ** **                                     | ** ** | **Granted**                                          | ** ** | **Fiscal Year** | ** ** | **Base Price** | ** ** | **Expiration Date** | ** ** | **5% ** | ** ** | **10% ** | ** ** |
| ** **   | ** ** | **(#)**                                        | ** ** | ** **                                           | ** ** | **($Cdn/Sh)** | ** ** | ** ** | ** ** | **$Cdn** | ** ** | **$Cdn** | ** ** |
| D.C. Tutcher |       |                                           | 17,000     |                                                 |       |   | 1.91 | % |   |   | 51.44 |   |   | February 4, 2014 |   | 549,956 |   | 1,393,696 |   |
| T.L. McGill  |       |                                           | 20,000     |                                                 |       |   | 2.24 | % |   |   | 51.44 |   |   | February 4, 2014 |   | 647,007 |   | 1,639,642 |   |
| E.C. Kaitson |       |                                           | 6,500      |                                                 |       |   | 0.73 | % |   |   | 51.44 |   |   | February 4, 2014 |   | 210,277 |   | 532,884 |   |
| M.A. Maki    |       |                                           | 15,000     |                                                 |       |   | 1.68 | % |   |   | 51.44 |   |   | February 4, 2014 |   | 485,255 |   | 1,229,732 |   |
| R.L. Adams   |       |                                           | 10,000     |                                                 |       |   | 1.12 | % |   |   | 51.44 |   |   | February 4,  2014 |   | 323,503 |   | 819,821 |   |
|              |            |                                                |            |                                                      |            |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

***AggregatedOption/SAR Exercises in Last Fiscal Year and Fiscal Year End Option/SAR Values***
| ** **   | ** ** | **Shares  Acquired on** | ** ** | ** **   | ** ** | **Number of Securities  Underlying Unexercised  Options/SARs  At Fiscal Year-End** | ** ** | **Value of Unexercised  In-The-Money  Options/SARS  At Fiscal Year-End** | ** ** |
|--------------|------------|------------------------------|------------|--------------|------------|-------------------------------------------------------------------------------------------------------------|------------|----------------------------------------------------------------------------------------------|------------|
| **Name**     | ** ** | ** **                   | ** ** | **Exercise** | ** ** | **Value Realized **                                                                               | ** ** | **Exercisable**                                                                              | ** ** | **Unexercisable** | ** ** | **Exercisable** | ** ** | **Unexercisable ** | ** ** |
| ** **   | ** ** | **(#)**                      | ** ** | **($Cdn)**   | ** ** | **(#)**                                                                                                     | ** ** | **(#)**                                                                                      | ** ** | **($Cdn)** | ** ** | **($Cdn)** | ** ** |
| D.C. Tutcher |       |                         | —     |         |       |                                                                                                        | —     |                                                                                         |       |   | 190,847 |   |   |   | 187,000 |   |   | 4,656,108 |   |   | 2,729,645 |   |   |
| T.L. McGill  |       |                         | —     |         |       |                                                                                                        | —     |                                                                                         |       |   | 17,300 |   |   |   | 48,900 |   |   | 285,240 |   |   | 659,820 |   |   |
| E.C. Kaitson |       |                         | —     |         |       |                                                                                                        | —     |                                                                                         |       |   | 52,035 |   |   |   | 18,575 |   |   | 1,635,419 |   |   | 280,391 |   |   |
| M.A. Maki    |       |                         | 11,000     |         |       |                                                                                                        | 260,638    |                                                                                         |       |   | 11,925 |   |   |   | 32,775 |   |   | 219,984 |   |   | 440,851 |   |   |
| R.L. Adams   |       |                         | —     |         |       |                                                                                                        | —     |                                                                                         |       |   | 5,800 |   |   |   | 19,550 |   |   | 100,081 |   |   | 250,369 |   |   |
|              |            |                              |            |              |            |                                                                                                             |            |                                                                                              |            |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

Enbridge also maintains along-term, performance-based stock unit plan (the “PSU Plan”). Under the PSUPlan, participating executives receive annual grants of PSUs. The initial valueof each of these PSUs is equivalent to one Enbridge Share. Each award may bepaid out at the end of a three-year performance cycle based on attainingspecific goals established by Enbridge’s Human Resources & CompensationCommittee for performance over a three-year period. Enbridge does not issue anyshares in connection with the PSU Plan and if performance fails to meetthreshold performance levels, no payments are made. The compensation expenseassociated with recognizing the fair value of the outstanding stock unitsattributable to our executive officers that participate in the PSU Plan areallocated to us and expensed in our consolidated statements of income. Thefollowing table sets forth the grants made to the Named Executive Officersduring 2004 pursuant to the PSU Plan:

***Long-Term IncentivePlan Awards Table***
| ** **   | ** ** | **Securities, Units** | ** ** | **Performance or  Other Period Until ** | ** ** | **Estimated Future Payouts Under  Non-Securities-Price-Based Plans** | ** ** |
|--------------|------------|----------------------------|------------|-------------------------------------------------------------|------------|------------------------------------------------------------------------------------------|------------|
| **Name**     | ** ** | ** **                 | ** ** | **or Other Rights**                               | ** ** | **Maturation or Payout**                                                       | ** ** | **Threshold**(1) | ** ** | **Target**(2) | ** ** | **Maximum**(3) | ** ** |
| ** **   | ** ** | **(#)**                    | ** ** | ** **                                                  | ** ** | **(#)**                                                                                  | ** ** | **(#)** | ** ** | **(#)** | ** ** |
| D.C. Tutcher |       |                       | 3,545      |                                                        |       | March 8, 2004 –  March 7, 2007                                            |       |   | 886 |   |   |   | 3,545 |   |   |   | 7,090 |   |   |
| T.L. McGill  |       |                       | —     |                                                        |       | —                                                                                   |       |   | — |   |   |   | — |   |   |   | — |   |   |
| E.C. Kaitson |       |                       | —     |                                                        |       | —                                                                                   |       |   | — |   |   |   | — |   |   |   | — |   |   |
| M.A. Maki    |       |                       | —     |                                                        |       | —                                                                                   |       |   | — |   |   |   | — |   |   |   | — |   |   |
| R.L. Adams   |       |                       | —     |                                                        |       | —                                                                                   |       |   | — |   |   |   | — |   |   |   | — |   |   |
|              |            |                            |            |                                                             |            |                                                                                          |            |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

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(1)                 “Threshold”refers to the minimum amount payable for a certain level of performance underthe PSU Plan.

(2)                 “Target”refers to the amount payable if the specified performance target is reached.

(3)                 “Maximum”refers to the maximum payout possible as specified under the PSU Plan.

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***Pension Plan***

The following tables illustrate the benefits payableunder the defined benefit component of Enbridge’s trusteed non-contributorypension plans (the “Plan”), which apply to the Named Executive Officers of thePartnership. The tables illustrate the total annual pension entitlementsassuming the eligibility requirements for an unreduced pension have beensatisfied. Plan benefits that exceed maximum pension rules applicable toregistered plan benefits are paid from the Enbridge supplemental pension plan. Othertrusteed pension plans, with varying contribution formulae and benefits, coverthe balance of Canadian and United States employees.

For service prior to January 1, 2000, the Planprovides a yearly pension payable after age 60 in the normal form (60 percentjoint and last survivor) equal to: (a) 1.6 percent of the sum of (i) theaverage of the participant’s highest annual salary during three consecutiveyears out of the last ten years of credited service and (ii) the averageof the participant’s three highest annual performance bonus periods,represented in each period by the greater of 50 percent of the actual bonuspaid or the lesser of the target bonus and actual bonus, in respect of the lastfive years of credited service, multiplied by (b) the number of creditedyears of service. The pension is offset, after age 65, by 50 percent of theparticipant’s Social Security benefit, prorated by years in which theparticipant has both credited service and Social Security coverage. Anunreduced pension is payable if retirement is after age 55 with 30 or moreyears of service, or after age 60. Early retirement reductions apply if aparticipant retires and does not meet these requirements.

For service after December 31,1999, the Plan provides for senior management employees, including the NamedExecutive Officers, a yearly pension payable after age 60 in the normal form(60 percent joint and last survivor) equal to: (a) 2 percent of the sum of(i) the average of the participant’s highest annual base salary duringthree consecutive years out of the last ten years of credited service and (ii) theaverage of the participant’s three highest annual performance bonus periods,represented in each period by 50 percent of the actual bonus paid, in respectof the last five years of credited services, multiplied by (b) the numberof credited years of service. An unreduced pension is payable if retirement isafter age 55 with 30 or more years of service, or after age 60. Earlyretirement reductions apply if a participant retires and does not meet theserequirements. Retirement benefits paid from the Plan are indexed at 50 percentof the annual increase in the consumer price index.

***Pension Plan Tables***

**ServicePrior to January 1, 2000, before Social Security Offset**
| ** **          | ** ** | **Years of Credited Service** | ** ** |
|---------------------|------------|----------------------------------------------|------------|
| **Remuneration**(1) | ** ** | **10**                                       | ** ** | **15** | ** ** | **20** | ** ** | **25** | ** ** | **30** | ** ** | **35** | ** ** |
|                | $          | 200,000                                      |       |   | $ | 32,000 |   | $ | 48,000 |   | $ | 64,000 |   | $ | 80,000 |   | $ | 96,000 |   | $ | 112,000 |   |
|                | 250,000    |                                         |       | 40,000 |   | 60,000 |   | 80,000 |   | 100,000 |   | 120,000 |   | 140,000 |   |
|                | 300,000    |                                         |       | 48,000 |   | 72,000 |   | 96,000 |   | 120,000 |   | 144,000 |   | 168,000 |   |
|                | 350,000    |                                         |       | 56,000 |   | 84,000 |   | 112,000 |   | 140,000 |   | 168,000 |   | 196,000 |   |
|                | 400,000    |                                         |       | 64,000 |   | 96,000 |   | 128,000 |   | 160,000 |   | 192,000 |   | 224,000 |   |
|                | 450,000    |                                         |       | 72,000 |   | 108,000 |   | 144,000 |   | 180,000 |   | 216,000 |   | 252,000 |   |
|                | 500,000    |                                         |       | 80,000 |   | 120,000 |   | 160,000 |   | 200,000 |   | 240,000 |   | 280,000 |   |
|                | 550,000    |                                         |       | 88,000 |   | 132,000 |   | 176,000 |   | 220,000 |   | 264,000 |   | 308,000 |   |
|                | 600,000    |                                         |       | 96,000 |   | 144,000 |   | 192,000 |   | 240,000 |   | 288,000 |   | 336,000 |   |
|                | 650,000    |                                         |       | 104,000 |   | 156,000 |   | 208,000 |   | 260,000 |   | 312,000 |   | 364,000 |   |
|                     |            |                                              |            |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

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**Service After December 31,1999**
| ** **          | ** ** | **Years of Credited Service** | ** ** |
|---------------------|------------|----------------------------------------------|------------|
| **Remuneration**(1) | ** ** | **10**                                       | ** ** | **15** | ** ** | **20** | ** ** | **25** | ** ** | **30** | ** ** | **35** | ** ** |
|                | $          | 200,000                                      |       |   | $ | 40,000 |   | $ | 60,000 |   | $ | 80,000 |   | $ | 100,000 |   | $ | 120,000 |   | $ | 140,000 |   |
|                | 250,000    |                                         |       | 50,000 |   | 75,000 |   | 100,000 |   | 125,000 |   | 150,000 |   | 175,000 |   |
|                | 300,000    |                                         |       | 60,000 |   | 90,000 |   | 120,000 |   | 150,000 |   | 180,000 |   | 210,000 |   |
|                | 350,000    |                                         |       | 70,000 |   | 105,000 |   | 140,000 |   | 175,000 |   | 210,000 |   | 245,000 |   |
|                | 400,000    |                                         |       | 80,000 |   | 120,000 |   | 160,000 |   | 200,000 |   | 240,000 |   | 280,000 |   |
|                | 450,000    |                                         |       | 90,000 |   | 135,000 |   | 180,000 |   | 225,000 |   | 270,000 |   | 315,000 |   |
|                | 500,000    |                                         |       | 100,000 |   | 150,000 |   | 200,000 |   | 250,000 |   | 300,000 |   | 350,000 |   |
|                | 550,000    |                                         |       | 110,000 |   | 165,000 |   | 220,000 |   | 275,000 |   | 330,000 |   | 385,000 |   |
|                | 600,000    |                                         |       | 120,000 |   | 180,000 |   | 240,000 |   | 300,000 |   | 360,000 |   | 420,000 |   |
|                | 650,000    |                                         |       | 130,000 |   | 195,000 |   | 260,000 |   | 325,000 |   | 390,000 |   | 455,000 |   |
|                     |            |                                              |            |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

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(1)                 “Remuneration”refers to annual salary and that portion of the annual bonus eligible forinclusion in final average earnings.

Mr. Tutcher accumulates pension credits equal to4.0 percent for each year of service to his tenth anniversary of employmentwith Enbridge.

Forpurposes of computing the total retirement benefit of the Named ExecutiveOfficers, the following table sets forth the service accrued prior to January 1,2000, (“Pre 2000 Service”) and service accrued after December 31, 1999 (“Post1999 Service”) by the Named Executive Officers at December 31, 2004. Thesefigures include the additional service mentioned in the previous paragraph.
| **Name**     | ** ** | ** ** | ** ** | **Age** | ** ** | **Pre 2000 Service** | ** ** | **Post 1999 Service** | ** ** |
|--------------|------------|------------|------------|---------|------------|--------------------------------|------------|---------------------------------|------------|
| D.C. Tutcher |       | 55         |       |    | —     |                           |       |                            | 3.58       |   |   |
| T.L. McGill  |       | 50         |       |    | —     |                           |       |                            | 2.83       |   |   |
| E.C. Kaitson |       | 48         |       |    | —     |                           |       |                            | 3.58       |   |   |
| M.A. Maki    |       | 40         |       |    | 13.32      |                           |       |                            | 5.00       |   |   |
| R.L. Adams   |       | 40         |       |    | 14.70      |                           |       |                            | 3.50       |   |   |

 

**Employment Agreements**

Messrs. Tutcher andKaitson have Executive Employment Agreements with Enbridge. The Agreementscommenced on May 11, 2001, and continue until the earlier of (i) thedate of voluntary retirement in accordance with the retirement policies establishedfor senior employees of Enbridge (ii) the voluntary resignation which isnot a constructive dismissal, or (iii) termination based on disability,death, cause or by either party. The Agreements provide that in the event oftermination of employment, the executive agrees to keep confidential allinformation of a confidential or proprietary nature and further agrees not touse such information for personal advantage. The Agreements also provide for abase salary, annual reviews, discretionary raises, participation in short andlong-term incentive plans of Enbridge, and severance payments in the amount oftwo years compensation in the event of termination by Enbridge.

**Director Compensation**

Enbridge employees who are members of the Board ofDirectors of the General Partner or Enbridge Management do not receive anyadditional compensation for serving in those capacities. Members of the Boardof Directors of the General Partner and Enbridge Management who are notemployees receive an aggregate annual fee of $20,000, paid quarterly, plus$1,000 per day for each meeting attended of the board of directors orcommittees of the board. In addition, each non-employee director is reimbursedfor out-of-

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pocket expenses inconnection with attending meetings of the board of directors or committees andan additional $500 for meetings requiring out of state travel. The director whoserves as chairman of the audit committees is paid an additional $5,000 peryear and the director who serves as chairman of the boards is paid anadditional $10,000 per year, paid quarterly. The General Partner indemnifieseach director for actions associated with being a director to the full extentpermitted under Delaware law and maintains errors and omissions insurance.

Messrs. Hambrook and Connelly served on pricingcommittees in 2004 in connection with public offerings to sell limitedpartnership interests in the Partnership. As compensation for serving on thepricing committees, they each received a fee of $1,000 per meeting.

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**SIGNATURE**

Pursuantto the requirements of the Securities Exchange Act of 1934, the Registrant hasduly caused this report to be signed on its behalf by the undersigned thereuntoduly authorized.
|            | **ENBRIDGE ENERGY PARTNERS, L.P.**(Registrant) |
|------------|------------------------------------------------|
| ** ** | ** **                                     | ** ** |
| ** ** | By:                                            | Enbridge Energy  Management, L.L.C. |
|       |                                           | as delegate of  Enbridge Energy Company, Inc.  as General Partner |
|       | By:                                            | /s/  MARK A. MAKI |
|       |                                           | Mark A. Maki*Vice President, Finance and  Principal Financial Officer  (Duly Authorized Officer)* |

 

Date: April 27, 2005

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