Exhibit 4.2


ENBRIDGE ENERGY PARTNERS,
L.P.,


as Issuer


and


U.S. BANK NATIONAL
ASSOCIATION,


as Trustee


FIRST
SUPPLEMENTAL INDENTURE


Dated as of September 27,
2007


to


Indenture dated as of
September 27, 2007


8.05% FIXED/FLOATING RATE
JUNIOR SUBORDINATED NOTES DUE 2067
















TABLE
OF CONTENTS


	
  ARTICLE I DEFINITIONS

  	
  1

  
	
   

  	
   

  
	
   

  	
  Section 1.1

  	
  Definition of Terms

  	
  1

  
	
   

  	
  Section 1.2

  	
  Rules of Construction

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II GENERAL TERMS AND CONDITIONS OF THE NOTES

  	
  10

  
	
   

  	
   

  
	
   

  	
  Section 2.1

  	
  Designation and Principal Amount

  	
  10

  
	
   

  	
  Section 2.2

  	
  Repayment

  	
  10

  
	
   

  	
  Section 2.3

  	
  Form

  	
  13

  
	
   

  	
  Section 2.4

  	
  Registrar and Paying Agent

  	
  14

  
	
   

  	
  Section 2.5

  	
  Transfer and Exchange

  	
  14

  
	
   

  	
  Section 2.6

  	
  Interest Rates; Payment of Interest

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III REDEMPTION OF THE NOTES

  	
  15

  
	
   

  	
   

  
	
   

  	
  Section 3.1

  	
  Optional Redemption

  	
  15

  
	
   

  	
  Section 3.2

  	
  Certain Redemption Procedures

  	
  16

  
	
   

  	
  Section 3.3

  	
  No Sinking Fund

  	
  16

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV DEFERRAL OF INTEREST

  	
  16

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 4.1

  	
  Optional Deferral of Interest

  	
  16

  
	
   

  	
  Section 4.2

  	
  Notice of Deferrals

  	
  17

  
	
   

  	
   

  	
   

  
	
  ARTICLE V CERTAIN COVENANTS

  	
  17

  
	
   

  	
   

  
	
   

  	
  Section 5.1

  	
  Restricted Payments

  	
  17

  
	
   

  	
  Section 5.2

  	
  Amendments to Replacement Capital Covenant

  	
  19

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI SUBORDINATION

  	
  19

  
	
   

  	
   

  
	
   

  	
  Section 6.1

  	
  Agreement to Subordinate

  	
  19

  
	
   

  	
  Section 6.2

  	
  Amendment and Restatement of Section 12.02 of
  the Base Indenture

  	
  19

  
	
   

  	
  Section 6.3

  	
  Amendment and Restatement of Section 12.03 of
  the Base Indenture

  	
  20

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII APPLICABILITY OF DEFEASANCE AND COVENANT
  DEFEASANCE

  	
  21

  
	
   

  	
   

  
	
   

  	
  Section 7.1

  	
  Applicability of Defeasance and Covenant Defeasance

  	
  21

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES OF THE
  TRUSTEE AND HOLDERS OF NOTES

  	
  21

  
	
   

  	
   

  
	
   

  	
  Section 8.1

  	
  Amendment and Restatement of Section 6.01 of
  the Base Indenture

  	
  21

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX MISCELLANEOUS

  	
  22

  



 



 i
 









 


	
  

  	
  Section 9.1

  	
  Ratification of Base Indenture

  	
  22

  
	
   

  	
  Section 9.2

  	
  No Recourse to General Partner

  	
  22

  
	
   

  	
  Section 9.3

  	
  Separateness

  	
  22

  
	
   

  	
  Section 9.4

  	
  No Limitation on Issuance of Additional Securities

  	
  23

  
	
   

  	
  Section 9.5

  	
  Trustee Not Responsible for Recitals

  	
  23

  
	
   

  	
  Section 9.6

  	
  Governing Law

  	
  23

  
	
   

  	
  Section 9.7

  	
  Time is of the Essence

  	
  23

  
	
   

  	
  Section 9.8

  	
  Separability

  	
  23

  
	
   

  	
  Section 9.9

  	
  Treatment of the Notes

  	
  23

  
	
   

  	
  Section 9.10

  	
  Counterparts

  	
  23

  
	
   

  	
  Section 9.11

  	
  Withholding

  	
  23

  



 



 ii















THIS FIRST SUPPLEMENTAL INDENTURE, dated as of
September 27, 2007 (this “First Supplemental Indenture”), is between
Enbridge Energy Partners, L.P., a Delaware limited partnership (the “Partnership”),
and U.S. Bank National Association, as trustee (the “Trustee”).


W I T N E S S E T H:


WHEREAS, the Partnership has executed and delivered to
the Trustee an Indenture, dated as of September 27, 2007 (as amended hereby,
and as the same may be further amended from time to time in respect to the
Notes hereinafter referenced, the “Base Indenture”), providing for the
issuance by the Partnership from time to time of one or more series of the
Partnership’s Debt Securities (as defined therein), unlimited as to principal
amount;


WHEREAS, the Partnership has duly authorized and
desires to cause to be issued pursuant to the Base Indenture and this First
Supplemental Indenture a new series of Debt Securities designated the “8.05% %
Fixed/Floating Rate Junior Subordinated Notes due 2067” (the “Notes”);


WHEREAS, the Partnership desires to cause the issuance
of the Notes pursuant to Sections 2.01 and 2.03 of the Base Indenture, which
Sections permit the execution of indentures supplemental thereto to establish
the form and terms of Debt Securities of any series;


WHEREAS, pursuant to Section 9.01 of the Base
Indenture, the Partnership has requested that the Trustee join in the execution
of this First Supplemental Indenture to establish the form and terms of the
Notes; and


WHEREAS, all things necessary have been done to make
the Notes, when executed by the Partnership and authenticated and delivered
hereunder and under the Base Indenture and duly issued by the Partnership, the
valid obligations of the Partnership and to make this First Supplemental
Indenture a valid agreement of the Partnership, enforceable against it in
accordance with the terms hereof;


NOW, THEREFORE, the Partnership and the Trustee hereby
agree that the following provisions shall amend and supplement the Base
Indenture:


ARTICLE I

DEFINITIONS


Section 1.1             Definition of Terms.  Unless the context otherwise requires:


(a)           a term defined in the Base Indenture has the
same meaning when used in this First Supplemental Indenture; provided, however,
that, where a term is defined both in this First Supplemental Indenture and in
the Base Indenture, the meaning given to such term in this First Supplemental
Indenture shall control for purposes of this First Supplemental Indenture and,
in respect of the Notes but not any other series of Debt Securities, the Base
Indenture;


(b)           a term defined anywhere in this First
Supplemental Indenture has the same meaning throughout this First Supplemental
Indenture and, in respect of the Notes but not any other series of Debt
Securities, the Base Indenture;



 1
 









(c)           any term used herein that is defined in the
TIA, either directly or by reference therein, has the meaning assigned to it
therein; and


(d)           the following terms have the following
respective meanings:


“Bankruptcy Event” means, with respect to any
Person, that (a) such Person, pursuant to or within the meaning of any
Bankruptcy Law applicable to it, (i) commences a voluntary case;
(ii) consents to the entry of an order for relief against it in an
involuntary case; (iii) consents to the appointment of a Custodian of it
or for all or substantially all of its property; or (iv) makes a general
assignment for the benefit of its creditors; or (b) a court of competent
jurisdiction enters an order or decree under any Bankruptcy Law applicable to
it that (i) is for relief against such Person as debtor in an involuntary
case; (ii) appoints a Custodian of such Person or a Custodian for all or
substantially all of the property of such Person; or (iii) orders the
liquidation of such Person, and, in the case of clauses (b)(i) through
(b)(iii), the order or decree remains unstayed and in effect for 90 days.


“Base Indenture” has the meaning set forth in
the recitals of this First Supplemental Indenture.


“Book-Entry Notes” has the meaning set forth in
Section 2.3.


“Calculation Agent” means U.S. Bank National
Association (and its successors) or any other firm hereafter appointed by the
Partnership to act as calculation agent in respect of the Notes.


“Commercially Reasonable Efforts” means, in
connection with the Partnership’s obligations to sell the Partnership’s Qualifying
Capital Securities, commercially reasonable efforts to complete the offer and
sale of the Partnership’s Qualifying Capital Securities to third parties that
are not Subsidiaries of the Partnership in public offerings or private
placements.  For purposes of this
definition, the Partnership will not be considered to have made commercially
reasonable efforts to effect a sale of Qualifying Capital Securities if the
Partnership determines not to pursue or complete such sale due to pricing,
coupon, dividend rate or dilution considerations on such securities.


“Comparable Treasury Issue” means the United
States Treasury security selected by the Independent Investment Banker as
having a maturity comparable to the Remaining Life that would be utilized, at
the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
Remaining Life; provided, however, that if no maturity is within
three months before or after the end of the Remaining Life, yields for the two
published maturities most closely corresponding to such United States Treasury
security will be determined and the Treasury Yield will be interpolated or
extrapolated from those yields on a straight-line basis, rounding to the
nearest month.


“Comparable Treasury Price” means, with respect
to any Redemption Date, (a) the average, after excluding the highest and
lowest such Reference Treasury Dealer Quotations, of up to five Reference
Treasury Dealer Quotations for such Redemption Date, or (b) if the
Independent Investment Banker obtains fewer than five such Reference Treasury
Dealer 



 2
 









Quotations, the average
of all such Reference Treasury Dealer Quotations received or, if only one such
quotation was received, such quotation.


“Current Interest” means, on or prior to an
Interest Payment Date or a Redemption Date, as the case may be, interest
accrued on the principal amount of the Notes at the Fixed Rate or the Floating
Rate, as the case may be, since the immediately preceding Interest Payment
Date.  For the avoidance of doubt,
Current Interest shall not include Deferred Interest.


“Deferral Period” means the period of time
commencing on the first day of an Interest Period with respect to which the
Partnership has optionally deferred payment of Current Interest pursuant to
Section 4.1(a) and ending upon the earlier of (a) the Interest
Payment Date on which all Deferred Interest and Current Interest to, but not
including, such Interest Payment Date shall have been paid and (b) the
first Interest Payment Date on which the Partnership shall have deferred
payment of some or all of the Current Interest due on a number of consecutive
Interest Payment Dates with respect to consecutive Interest Periods that, taken
together as a single period, would equal or exceed ten (10) consecutive years.


“Deferred Interest” means (a) interest the
payment of which has been deferred pursuant to Section 4.1 plus
(b) all interest accrued thereon since the due date thereof in accordance
with Section 2.6(a) and 2.6(d).


“Depositary” means DTC or, if DTC shall have
ceased performing such function, any other Person selected by the Partnership,
so long as such Person is registered as a clearing agency under the Exchange
Act or other applicable statutes or regulations.


“DTC” means The Depository Trust Company, New
York, New York, or any successor thereto.


“Extension Date” means each of October 1, 2017
and October 1, 2027.


“Final Repayment Date” has the meaning set
forth in Section 2.2(b).


“First Supplemental Indenture” has the meaning
set forth in the preamble hereto.


“Fixed Rate” means 8.05% per annum.


“Fixed Rate Period” means the period commencing
on September 27, 2007 to, but not including, October 1, 2017.


“Floating Rate” means, with respect to any
Quarterly Interest Period, the per annum rate equal to the sum of the
Three-Month LIBOR Rate for such Quarterly Interest Period and 3.7975%.


“Floating Rate Period” means the period
commencing on October 1, 2017 to, but not including, the Final Repayment Date.



 3
 









“Indenture” means the Base Indenture, as
amended and supplemented by this First Supplemental Indenture, including the
form and terms of the Notes as set forth herein, as the same shall be amended
from time to time with respect to the Notes.


“Independent Investment Banker” means any of
Merrill Lynch & Co., Lehman Brothers Inc. and Wachovia Capital Markets, LLC
(and their respective successors), or, if no such firm is willing and able to
select the applicable Comparable Treasury Issue or perform the other functions
of the Independent Investment Banker provided in the Indenture, an independent
investment banking institution of national standing appointed by the
Partnership and reasonably acceptable to the Trustee.


“Interest” means, collectively, Current
Interest and unpaid Deferred Interest.


“Interest Payment Date” means a Quarterly
Interest Payment Date or a Semi-Annual Interest Payment Date, as the case may be.


“Interest Period” means a Quarterly Interest
Period or a Semi-Annual Interest Period, as the case may be.


“London Banking Day” means any Business Day on
which dealings in deposits in U.S. dollars are transacted in the London
interbank market.


The term “maturity”, in reference to the Notes,
means either the Scheduled Maturity Date or the Final Repayment Date.


“Make-Whole Redemption Price” means, with
respect to a Redemption Date, an amount equal to (a) all accrued and
unpaid Interest to but not including such Redemption Date, plus (b) the
greater of (i) 100% of the principal amount of the Notes being redeemed and
(ii) as determined by the Independent Investment Banker, the sum of the
present values of remaining scheduled payments of principal and interest on the
Notes (exclusive of interest accrued to the Redemption Date) being redeemed
during the Remaining Life, discounted to such Redemption Date on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Yield plus 0.50%.  The
Make-Whole Redemption Price, calculated as provided herein, shall be calculated
and certified to the Trustee and the Partnership by the Independent Investment
Banker appointed by the Partnership.


“Market Disruption Event” means the occurrence
or existence of any of the following events or sets of circumstances:


(a)           the
Partnership being required to obtain the consent or approval of the Partnership’s
unitholders or a regulatory body (including, without limitation, any securities
exchange) or governmental authority to issue or sell Qualifying Capital
Securities and such consent or approval has not yet been obtained
notwithstanding the Partnership’s commercially reasonable efforts to obtain
such consent or approval, or a regulatory authority shall have instructed the
Partnership not to sell or offer for sale Qualifying Capital Securities at such
time;


(b)           trading
in securities generally (or in the Partnership’s common units or other
then-traded units specifically) on the New York Stock Exchange or any other
national securities



 4
 









exchange or
over-the-counter market on which the Partnership’s common units and/or other
then-traded units are then listed or traded shall have been suspended or the
settlement of such trading generally shall have been materially disrupted or
minimum prices shall have been established on any such exchange or market by
the SEC, by the relevant exchange or by any other regulatory body or
governmental body having jurisdiction, and the establishment of such minimum
prices materially disrupts or otherwise has a material adverse effect on
trading in, or the issuance and sale of, the Partnership’s common units and/or
other then-traded units;


(c)           a
banking moratorium shall have been declared by the federal or state authorities
of the United States and such moratorium materially disrupts or otherwise has a
material adverse effect on trading in, or the issuance and sale of, the
Qualifying Capital Securities;


(d)           a
material disruption shall have occurred in commercial banking or securities
settlement or clearance services in the United States and such disruption
materially disrupts or otherwise has a material adverse effect on trading in,
or the issuance and sale of, the Qualifying Capital Securities;


(e)           the
United States shall have become engaged in hostilities, there shall have been
an escalation in hostilities involving the United States, there shall have been
a declaration of a national emergency or war by the United States or there
shall have occurred any other national or international calamity or crisis and
such event materially disrupts or otherwise has a material adverse effect on
trading in, or the issuance and sale of, the Qualifying Capital Securities;


(f)            there
shall have occurred such a material adverse change in general domestic or
international economic, political or financial conditions, including without
limitation as a result of terrorist activities, and such change materially
disrupts or otherwise has a material adverse effect on trading in, or the
issuance and sale of, the Qualifying Capital Securities;


(g)           an
event occurs and is continuing as a result of which the offering document for
the offer and sale of Qualifying Capital Securities would, in the Partnership’s
reasonable judgment, contain an untrue statement of a material fact or omit to
state a material fact required to be stated in such offering document or
necessary to make the statements in such offering document not misleading and
either (i) the disclosure of such event at such time, in the Partnership’s
reasonable judgment, is not otherwise required by law and would have a material
adverse effect on the Partnership’s business or (ii) the disclosure relates to
a previously undisclosed proposed or pending material business transaction, the
disclosure of which would impede the Partnership’s ability to consummate such
transaction, provided that no single suspension period contemplated by
this paragraph (g) shall exceed 90 consecutive days and multiple suspension
periods contemplated by this paragraph (g) shall not exceed an aggregate of 180
days in any 360-day period; or


(h)           the
Partnership reasonably believes, for reasons other than those referred to in
clause (g) immediately above, that the offering document for the offer and sale
of Qualifying Capital Securities would not be in compliance with a rule or
regulation of the SEC and the Partnership determines that it is unable to
comply with such rule or regulation or such compliance is unduly burdensome, provided
that no single suspension period contemplated by this paragraph (h) shall
exceed 90 consecutive days and multiple suspension periods



 5
 









contemplated by this
paragraph (h) shall not exceed an aggregate of 180 days in any 360-day period.


“Notes” has the meaning set forth in the
recitals of this First Supplemental Indenture.


“Optional Deferral” has the meaning set forth
in Section 4.1(a).


“Optional Redemption Price” means, with respect
to a Redemption Date, 100% of the principal amount of the Notes being redeemed
plus all unpaid Interest thereon to but not including such Redemption Date.


“Partnership” means the Person named as the “Partnership”
in the preamble of this First Supplemental Indenture until a successor Person
shall have become such pursuant to the applicable provisions of the Indenture,
and thereafter “Partnership” shall mean such successor Person.


“Primary Treasury Dealer” has the meaning set
forth in the definition of “Reference Treasury Dealer.”


“Qualifying Capital Securities” has the meaning
set forth in the Replacement Capital Covenant.


“Quarterly Interest Payment Date” means each
January 1, April 1, July 1, and October 1 during the Floating Rate Period,
commencing January 1, 2018 (or, in the case of any additional Notes issued
pursuant to clause (ii) of Section 2.1, the date set forth in the Partnership
Order providing for the issuance of any such additional Notes); provided,
however, that if any such day is not Business Day, then the Quarterly
Interest Payment Date shall be the immediately succeeding Business Day (except
if such next succeeding Business Day falls in the next succeeding calendar
month, then such payment shall be made on the immediately preceding Business
Day).


“Quarterly Interest Period” means each period
commencing on a Quarterly Interest Payment Date and continuing to but not
including the next succeeding Quarterly Interest Payment Date provided
that the first Quarterly Interest Period will commence on October 1, 2017.


“Rating Agency Event” means a change by any
nationally recognized statistical rating organization (within the meaning of
Section 3(a)(62) of the Exchange Act) that publishes a rating for the
Partnership (a “rating agency”) to its equity credit criteria for debt
securities such as the Notes, as such criteria are in effect on the date of
this First Supplemental Indenture (the “current criteria”), which change
results in (a) any shortening of the length of time for which such current
criteria are scheduled to be in effect with respect to the Notes, or (b) a
lower equity credit being given to the Notes as of the date of such change than
the equity credit that would have been assigned to the Notes as of the date of
such change by such rating agency pursuant to its current criteria.


“Redemption Price” means (a) in the case
of redemption of the Notes pursuant to Section 3.1(a), the Make-Whole
Redemption Price, (b) in the case of redemption of the Notes



 6
 









pursuant to
Section 3.1(b), the Special Event Make-Whole Redemption Price, and
(c) in the case of redemption of the Notes pursuant to
Section 3.1(c), the Optional Redemption Price.


“Reference Treasury Dealer” means (a) Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Lehman Brothers Inc. or
Wachovia Capital Markets, LLC (in each case or its affiliates and its
successors; if any one of the Reference Treasury Dealers resigns, the
respective successor dealer shall be a primary United States government
securities dealer in New York City selected by the Independent Investment
Banker (each such dealer, a “Primary Treasury Dealer”)); and (b) any
other Primary Treasury Dealers selected by the Independent Investment Banker.


“Reference Treasury Dealer Quotation” means,
with respect to each Reference Treasury Dealer and any Redemption Date for the
Notes, an average, as determined by the Trustee, of the bid and asked prices
for the Comparable Treasury Issue (expressed in each case as a percentage of
its principal amount) quoted in writing to the Trustee by such Reference
Treasury Dealer at or about 3:30 p.m., New York City time, on the third
Business Day preceding such Redemption Date.


“Remaining Life” means the period of time from
the date on which the Notes are redeemed to October 1, 2017.


“Repayment Date” means the Scheduled Maturity
Date and each Quarterly Interest Payment Date thereafter until the Partnership
shall have repaid or redeemed all of the Notes.


“Replacement Capital Covenant” means the
Replacement Capital Covenant dated as of September 27, 2007 as originally
executed by the Partnership in favor of and for the benefit of each Covered
Debtholder (as such term is defined in the Replacement Capital Covenant), or,
if amended or supplemented as provided therein, as so amended or supplemented.


“Reuters Page LIBOR01” means the display so
designated on the Reuters 3000 Xtra (or such other page as may replace the
LIBOR01 page on such service, or such other service as may be nominated by the
British Bankers’ Association for the purpose of displaying London Interbank
Offered Rates for U.S. dollar deposits).


“Scheduled Maturity Date” has the meaning set
forth in Section 2.2(a).


“Semi-Annual Interest Period” means each period
commencing on a Semi-Annual Interest Payment Date and continuing to but not
including the next succeeding Semi-Annual Interest Payment Date provided
that the first Semi-Annual Interest Period will begin on September 27, 2007.


“Semi-Annual Interest Payment Date” means each
April 1 and October 1  during the Fixed
Rate Period, commencing April 1, 2008 (or, in the case of any additional Notes
issued pursuant to clause (ii) of Section 2.1, the date set forth in
the Partnership Order providing for the issuance of any such additional Notes);
provided, however, that if any such day is not Business Day, then
the Semi-Annual Interest Payment Date shall be the next succeeding Business
Day.



 7
 









“Senior Indebtedness” means, with respect to
any Person, the principal of, any interest and premium, if any, on and any
other payments in respect of any of the following, whether currently
outstanding or hereafter created or incurred: (a) indebtedness of such Person
for borrowed money; (b) indebtedness of such Person evidenced by
securities, bonds, notes and debentures, including any of the same that are subordinated
(other than, in the case of the Partnership, the Notes), issued under credit
agreements, indentures or other similar instruments (other than this First
Supplemental Indenture), and other similar instruments; (c) obligations of
such Person arising from or with respect to guarantees and direct credit
substitutes; (d) obligations of such Person arising from or with respect
to hedges and derivative products (including, but not limited to, interest
rate, commodity, and foreign exchange contracts); (e) capital lease
obligations of such Person; (f) all of the obligations of such Person
arising from or with respect to any letter of credit, banker’s acceptance,
security purchase facility, cash management arrangements or similar credit
transactions; (g) operating leases of such Person (but only to the extent
the terms of such leases expressly provide that the same constitute “Senior
Indebtedness”); (h) guarantees by such Person of any indebtedness or
obligations of others of the types described in clauses (a) through
(g); and (i) any modifications, refundings, deferrals, renewals, or
extensions of any of the foregoing or any other evidence of indebtedness issued
in exchange therefor; provided, however, that Senior Indebtedness
shall not include the obligations of such Person in respect of: (w) trade
accounts payable of such Person; (x) any indebtedness incurred by such
Person for the purchase of goods or materials or for services obtained in the
ordinary course of business to the extent that the same is incurred from, and
owed to, the vendor of such goods or materials or the provider of such
services; (y) any indebtedness or other obligation of such Person that, by
the terms of the instrument creating or evidencing it, is expressly made equal
in rank and payment with or subordinated to the Notes; and
(z) indebtedness owed by such Person to its majority-owned Subsidiaries.


“Special Event Make-Whole Redemption Price”
means, with respect to a Redemption Date, an amount equal to (a) all
accrued and unpaid Interest to but not including such Redemption Date, plus
(b) the greater of (i) 100% of the principal amount of the Notes
being redeemed and (ii) as determined by the Independent Investment
Banker, the sum of the present values of remaining scheduled payments of
principal and interest on the Notes (exclusive of interest accrued to such
Redemption Date) being redeemed during the Remaining Life, discounted to such
Redemption Date on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Yield plus 0.50%.  The Special Event Make-Whole Redemption
Price, calculated as provided herein, shall be calculated and certified to the
Trustee and the Partnership by an Independent Investment Banker appointed by
the Partnership.


“Tax Event” means the receipt by the
Partnership of an opinion of counsel experienced in such matters to the effect
that, as a result of any:


(a) amendment to, clarification of or change
(including any prospective change) in the laws or regulations of the United
States or any political subdivision or taxing authority of or in the United
States that is effective on or after the date of issuance of the Notes;


(b) proposed change in those laws or regulations
that is announced on or after the date of issuance of the Notes;



 8
 









(c) official administrative decision or judicial
decision or administrative action or other official pronouncement (including a
private letter ruling, technical advice memorandum or other similar
pronouncement) by any court, government agency or regulatory authority
interpreting or applying those laws or regulations that is announced on or
after the date of issuance of the Notes; or


(d) threatened challenge asserted in connection
with an audit of the Partnership or any of the Partnership’s Subsidiaries, or a
threatened challenge asserted in writing against any taxpayer that has raised
capital through the issuance of securities that are substantially similar to
the Notes (including any trust preferred or similar securities) that occurs on
or after the date of issuance of the Notes;


there is more than an
insubstantial risk that interest payable by the Partnership on the Notes is
not, or within 90 days of the date of such opinion will not be, deductible, in
whole or in part, by the Partnership or its partners, as applicable, for United
States federal income tax purposes.


“Three-Month LIBOR Rate,” with respect to any
Quarterly Interest Period, means the rate (expressed as a percentage per year)
for deposits in U.S. dollars for a three-month period commencing on the first day
of such Interest Period that appears on Reuters Page LIBOR01 as of 11:00 a.m.
(London time) on the second London Banking Day immediately preceding the first
day of such Interest Period (the “LIBOR Determination Date”).


If the Three-Month LIBOR
Rate cannot be determined as described in the preceding paragraph, the
Partnership will select four major banks in the London interbank market and
request that the principal London offices of those four selected banks provide
their offered quotations for deposits in U.S. dollars for a period of three
months, commencing on the first day of the applicable Quarterly Interest
Period, to prime banks in the London interbank market at approximately 11:00
a.m. (London time) on the LIBOR Determination Date for such Interest
Period.  Offered quotations must be based
on a principal amount equal to an amount that, in the Partnership’s judgment,
is representative of a single transaction in U.S. dollars in the London
interbank market at the time.  If two or
more quotations are provided, the Three-Month LIBOR Rate for such Interest
Period will be the arithmetic mean of such quotations.  If fewer than two quotations are provided,
the Three-Month LIBOR Rate for such Interest Period will be the arithmetic mean
of the rates quoted on the LIBOR Determination Date for such Interest Period by
three major banks in New York City selected by the Partnership, for loans in
U.S. dollars to leading European banks for a three-month period commencing on
the first day of such Interest Period. 
The rates quoted must be based on a principal amount equal to an amount
that, in the Partnership’s judgment, is representative of a single transaction
in U.S. dollars in that market at the time. 
If fewer than three New York City banks selected by the Partnership are
quoting rates in the manner described above, the Three-Month LIBOR Rate for the
applicable Interest Period will be the same as for the immediately preceding
Interest Period or, if the immediately preceding Interest Period was the Fixed
Rate Period, the same as for the most recent quarter for which the Three-Month
LIBOR Rate can be determined.


“Treasury Yield” means, with respect to any
Redemption Date, the rate per annum equal to the semi-annual equivalent yield
to maturity (computed as of the third Business Day immediately preceding such
Redemption Date) of the Comparable Treasury Issue, assuming a



 9
 









price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the
applicable Comparable Treasury Price for such Redemption Date.


“Trustee” means the Person named as the “Trustee”
in the preamble of this First Supplemental Indenture until a successor Person
shall have become such pursuant to the applicable provisions of the Indenture,
and thereafter “Trustee” shall mean such successor Person.


Section 1.2             Rules of Construction.  In addition to the Rules of Construction
under Section 1.04 of the Base Indenture, the following provisions also
shall be applied wherever appropriate herein:


(a)           any references herein to a particular
Section, Article or Exhibit means a Section or Article of, or an Exhibit to,
this First Supplemental Indenture unless otherwise expressly stated herein; and


(b)           the Exhibits attached hereto are
incorporated herein by reference and shall be considered part of this First
Supplemental Indenture.


ARTICLE II

GENERAL TERMS AND CONDITIONS OF THE NOTES


Section 2.1             Designation and Principal Amount.  There is hereby authorized a series of Debt
Securities under the Indenture designated the “8.05% Fixed/Floating Rate Junior
Subordinated Notes Due 2067.”  The
Trustee shall authenticate and deliver (i) the Notes for original issue on
the date hereof in the aggregate principal amount of $400,000,000 and
(ii) additional Notes for original issue from time to time after the date
hereof in such principal amounts as may be specified in a Partnership Order for
the authentication and delivery thereof pursuant to Sections 2.04 and 2.05
of the Base Indenture.  Any additional
Notes shall have the same maturity or maturities (including Scheduled Maturity
Dates) and other terms as the original issue of Notes and shall be consolidated
with and be part of the original issue of Notes.  The Notes shall be issued in denominations of
$1,000 in principal amount and integral multiples thereof.


Section 2.2             Repayment.


(a)           Scheduled Maturity
Date.


(i)            The principal amount
of, and all accrued and unpaid interest on, the Notes shall be payable in full
on the Scheduled Maturity Date; provided, however, that in the
event the Partnership has delivered an Officers’ Certificate to the Trustee
that complies with clause (vi) of this Section 2.2(a) in connection with the
Scheduled Maturity Date, (x) the principal amount of Notes payable on the
Scheduled Maturity Date, if any, shall be the principal amount set forth in the
notice of repayment, if any, accompanying such Officers’ Certificate, (y) such
principal amount of Notes shall be repaid on the Scheduled Maturity Date
pursuant to Article II hereof, and (z) subject to clause (iii) of this Section
2.2(a), the remaining Notes shall remain outstanding and shall be payable on
the immediately succeeding Quarterly Interest Payment Date or such earlier date
on which



 10
 









they are redeemed
pursuant to Section 3.1 hereof or shall become due and payable pursuant to Section
6.01 of the Indenture.


(ii)           The “Scheduled
Maturity Date” means October 1, 2037 (or if such date is not a Business
Day, the following Business Day); provided that the Partnership may
elect to extend such date up to two times, in each case for an additional
10-year period, on each Extension Date, and as a result the Scheduled Maturity
Date may be extended to (and in such case, shall mean) October 1, 2047 or
October 1, 2057 (or if either date is not a Business Day, the following
Business Day).  The Partnership shall
provide irrevocable written notice to Holders and the Trustee of an election to
extend the Scheduled Maturity Date of the Notes no later than the 30th calendar
day prior to the applicable Extension Date in the manner provided for in the Indenture.


(iii)          In the event the
Partnership has delivered an Officers’ Certificate to the Trustee that complies
with clause (vi) of this Section 2.2(a) in connection with any Quarterly
Interest Payment Date, the principal amount of Notes repayable on such Quarterly
Interest Payment Date shall be the principal amount set forth in the notice of
repayment, if any, accompanying such Officers’ Certificate, and shall be repaid
on such Quarterly Interest Payment Date pursuant to Article II, and the
remaining Notes shall remain outstanding and shall be payable on the
immediately succeeding Quarterly Interest Payment Date or such earlier date on
which they are redeemed pursuant to Section 3.1 hereof or shall become due and
payable pursuant to Section 6.01 of the Indenture.


(iv)          The obligation of the
Partnership to repay the Notes pursuant to this Section 2.2(a) on any date
prior to the Final Repayment Date shall be subject to (x) its obligations under
Article XII of the Indenture to the holders of Senior Indebtedness and (y) its
obligations under Section 4.1 with respect to the payment of Deferred Interest
on the Notes.  In no event will the
failure of the Partnership to comply with this Section 2.2 be an Event of
Default or a basis for accelerating the maturity of the Notes.


(v)           Until the Notes are
paid in full:


(A)          the Partnership shall
use its Commercially Reasonable Efforts, subject to a Market Disruption Event,
to raise sufficient net proceeds from the issuance of Qualifying Capital
Securities during a 180-day period ending on the date, not more than 15 and not
less than 10 Business Days prior to the Scheduled Maturity Date, on which the
Partnership delivers the notice required by clause (vi) of this Section 2.2(a),
to permit repayment of the Notes in full on the Scheduled Maturity Date
pursuant to clause (i) of this Section 2.2(a); and


(B)           if the Partnership is
unable for any reason to raise sufficient net proceeds from the issuance of
Qualifying Capital Securities to permit repayment in full of the Notes on the
Scheduled Maturity Date or any subsequent Quarterly Interest Payment Date, the
Partnership shall use its Commercially Reasonable Efforts, subject to a Market
Disruption Event, to raise sufficient net proceeds from the issuance of
Qualifying Capital Securities during a 90-day period ending on the



 11
 









date, not more than 15
and not less than 10 Business Days prior to the following Quarterly Interest
Payment Date, on which the Partnership delivers the notice required by clause
(vi) of this Section 2.2(a), to permit repayment of the Notes in full on such
following Quarterly Interest Payment Date pursuant to clause (i)(z) of this
Section 2.2(a); and


(C)           the Partnership shall
apply such net proceeds to the repayment of the Notes as provided in clause
(vii) of this Section 2.2(a).


(D)          To the extent not
otherwise set forth in Section 2.2(a)(vii) and notwithstanding anything else to
the contrary in this Indenture, with respect to any repayment of the principal
of the Notes, payments by the Partnership shall be applied, first, to
Deferred Interest (including compounded interest thereon pursuant to Section
2.6(d) to the extent permitted by law) and Current Interest on a pro rata basis
and, second, to repay the principal of the Notes.


(vi)          If the Partnership has
complied with the requirements of clause (v) of this Section 2.2(a), but has
not raised sufficient net proceeds from the issuance of Qualifying Capital
Securities pursuant to such clause (v) in connection with any Repayment Date,
the Partnership shall deliver an Officers’ Certificate to the Trustee and the
Holders of the Notes not more than 15 and not less than 10 Business Days in
advance of such Repayment Date stating the amount of net proceeds, if any,
raised pursuant to clause (v) above in connection with such Repayment Date.  The Partnership shall be excused from its
obligation to use Commercially Reasonable Efforts to sell Qualifying Capital
Securities pursuant to clause (v) above if such Officers’ Certificate further
certifies that: (A) a Market Disruption Event was existing during the 180-day
period preceding the date of such Officers’ Certificate or, in the case of any
Repayment Date after the Scheduled Maturity Date, the 90-day period preceding
the date of such Officers’ Certificate; and (B) either (1) the Market Disruption
Event continued for the entire 180-day period or 90-day period, as the case may
be, or (2) the Market Disruption Event continued for only part of the period,
but the Partnership was unable after using its Commercially Reasonable Efforts
to raise sufficient net proceeds during the rest of that period to permit
repayment of the Notes in full pursuant to clause (v) above.  Each Officers’ Certificate delivered pursuant
to this clause (vi), unless no principal amount of Notes is to be repaid on the
applicable Repayment Date, shall be accompanied by a notice of repayment
setting forth the principal amount of the Notes to be repaid on such Repayment
Date, if any, which amount shall be determined after giving effect to clause
(vii) of this Section 2.2(a).


(vii)         Net proceeds of the
issuance of any Qualifying Capital Securities that the Partnership is permitted
to apply to repayment of the Notes on any Repayment Date will be applied, first,
to pay Deferred Interest (including compounded interest thereon pursuant to
Section 2.6(d) to the extent permitted by law) and Current Interest (to the
extent not paid from other sources) on a pro rata basis
and, second, to repay the principal of the Notes; provided that
if the Partnership is obligated to sell Qualifying Capital Securities and apply
the net proceeds to payments of principal of or interest on any outstanding  securities, in addition to the Notes, that are pari passu with the Notes, then on any date and for any
period the amount of net proceeds received by the Partnership



 12
 









from those sales and
available for such payments shall be applied to the Notes and those other
securities having the same scheduled maturity date as the Notes pro rata in accordance with their respective outstanding
principal amounts and none of such net proceeds shall be applied to any other
securities having a later scheduled maturity date until the principal of and
all accrued and unpaid interest on the Notes have been paid in full.  If the Partnership raises less than
$10,000,000 of net proceeds from the sale of Qualifying Capital Securities
during the relevant 180-day or 90-day period, the Partnership will not be
required to repay any Notes on the Scheduled Maturity Date or the next
Quarterly Interest Payment Date, as applicable, but will use those net proceeds
to repay the Notes on the next Quarterly Interest Payment Date as of which the
Company has raised at least $10,000,000 of net proceeds.


(viii)        The Company shall not
amend the Replacement Capital Covenant to impose additional restrictions on the
type or amount of Qualifying Capital Securities that the Partnership may
include for purposes of determining whether or to what extent repayment,
redemption or purchase of the Notes is permitted, except with the consent of
Holders of a majority in principal amount of the Notes.  Except as aforesaid, the Partnership may
amend or supplement the Replacement Capital Covenant in accordance with its
terms and without the consent of the holders of the Notes.


(b)           Final Repayment Date.  The principal of, and all accrued and unpaid
interest on, all Outstanding Notes shall be due and payable on the Final
Repayment Date, regardless of the amount of Qualifying Capital Securities the
Partnership may have issued and sold by that time. The “Final Repayment Date”
means October 1, 2067 (or if such date is not a Business Day, the following
Business Day); provided that the Partnership may elect to extend such
date for an additional 10-year period, on October 1, 2017, and as a result the
Final Repayment Date may be extended to (and in such case, shall mean) October
1, 2077 (or if either date is not a Business Day, the following Business
Day).  The Partnership shall provide
irrevocable notice to Holders and the Trustee of an election to extend the
Final Repayment Date of the Notes no later than the 30th calendar day prior to
October 1, 2017 in the manner provided for in the Indenture.


(c)           Independent
Extensions.  The Partnership may
elect to extend the Scheduled Maturity Date for the Notes whether or not it
also elects to extend the Final Repayment Date, and the Partnership may elect
to extend the Final Repayment Date whether or not it also elects to extend the
Scheduled Maturity Date.


Section 2.3             Form.  The Notes and the Trustee’s certificate of
authentication thereon shall be substantially in the form of Exhibit A.


The Notes shall be issued only in registered form and,
when issued, shall be registered in the Debt Security Register of the
Partnership.  The Notes shall be
originally issued in the form of one or more Global Securities (the “Book-Entry
Notes”).  Each of the Book-Entry
Notes shall represent such of the Outstanding Notes as shall be specified
therein and shall provide that it shall represent the aggregate amount of
Outstanding Notes from time to time endorsed thereon and that the aggregate
amount of Outstanding Notes represented thereby may from time to time be
reduced or increased, as appropriate, to reflect exchanges, repayments and
redemptions.  Any endorsement of Book-Entry
Notes to reflect the amount, or any increase or decrease in the



 13
 









amount, of Outstanding
Notes represented thereby shall be made by the Trustee in accordance with
written instructions or such other written form of instructions as is customary
for the Depositary, from the Depositary or its nominee on behalf of any Person
having a beneficial interest in such Book-Entry Notes.  The Partnership initially appoints DTC to act
as Depositary with respect to the Book-Entry Notes.


Section 2.4             Registrar and Paying Agent.  The Partnership initially appoints the
Trustee as Registrar and paying agent with respect to the Notes.  The office or agency in the City and State of
New York where the Notes may be presented for registration of transfer or
exchange and the Place of Payment for the Notes shall initially be U.S. Bank
National Association,100 Wall Street, 16th Floor, New York, NY 10005,
Attention: Corporate Trust Department.


Section 2.5             Transfer and Exchange.  The transfer and exchange of Book-Entry Notes
or beneficial interests therein shall be effected through the Depositary, in
accordance with Section 2.15 of the Base Indenture and the rules and
procedures of the Depositary therefor.


Section 2.6             Interest Rates; Payment of Interest.


(a)           Rates.


(i)            Interest
During the Fixed Rate Period.  During
the Fixed Rate Period, (A) the outstanding principal amount of the Notes and
(B) to the extent permitted by applicable law, any Deferred Interest or overdue
interest thereon, shall bear interest at a per annum rate equal to the Fixed
Rate until the commencement of the Floating Rate Period or, if earlier, until
the principal amount of the Notes and all accrued and unpaid interest thereon
is paid, and payable (subject to the provisions of Article IV) semi-annually in
arrears on each Semi-Annual Interest Payment Date.


(ii)           Interest
During the Floating Rate Period. 
During the Floating Rate Period, (A) the outstanding principal amount of
the Notes and (B) to the extent permitted by applicable law, any Deferred
Interest or overdue interest thereon, shall bear interest during each Quarterly
Interest Period at a per annum rate equal to the applicable Floating Rate for
such period, and payable (subject to the provisions of Article IV) quarterly in
arrears on each Quarterly Interest Payment Date.


(iii)          Calculation
of Floating Rate.  The Calculation
Agent will calculate the Floating Rate with respect to each Quarterly Interest
Period and the amount of Interest payable on each Quarterly Interest Payment
Date as promptly as practicable. 
Promptly upon any such determination of the Floating Rate or the amount
of Interest payable, the Calculation Agent will notify the Partnership and the
Trustee of the Floating Rate for the applicable Quarterly Interest Period or
the amount of Interest payable to each Holder on the applicable Quarterly Interest
Payment Date.  The Floating Rate
determined by the Calculation Agent, absent manifest error, will be binding and
conclusive upon the beneficial owners and Holders of the Notes and the
Partnership.


(b)           Payment of Interest to Record Holders of
the Notes.  The Partnership shall
make available to the Trustee payments of principal of, premium, if any, and
interest due on the Notes representing Book-Entry Notes on any Interest Payment
Date, upon redemption or at applicable



 14
 









maturity, by 11:00 a.m., New York City time,
on the applicable maturity date, Redemption Date or Interest Payment Date,
unless such date falls on a day that is not a Business Day, in which case such
payments will be made available to the Trustee by 11:00 a.m., New York City
time, on the next succeeding Business Day; provided, however,
that, during the Floating Rate Period, if such next succeeding Business Day
falls in the next succeeding calendar month, then such payments will be made
available to the Trustee by 11:00 a.m., New York City time, on the immediately
preceding Business Day.  As soon as
possible thereafter, the Trustee will make such payments to the
Depositary.  Other than in connection
with a maturity or redemption of the Notes or in connection with payment of
Defaulted Interest, Interest on the Notes may be paid only on an Interest
Payment Date.  Payments of principal of,
premium, if any, and interest due on Notes, other than Book-Entry Notes, on any
Interest Payment Date, upon redemption or at maturity will be made in accordance
with Article II of the Base Indenture. 
The regular record date for Interest payable on the Notes on any
Interest Payment Date during the Fixed Rate Period shall be the March 15 or
September 15, as the case may be, immediately preceding such Interest Payment
Date and during the Floating Rate Period shall be the December 15, March 15,
June 15, or September 15, as the case may be, immediately preceding such
Interest Payment Date.


(c)           The amount of Interest payable for each
Semi-Annual Interest Period during the Fixed Rate Period will be computed on
the basis of a 360-day year consisting of twelve 30-day months.  The amount of interest payable for any period
during the Fixed Rate Period that is shorter than a full Semi-Annual Interest
Period will be computed on the basis of the actual number of days elapsed
during the period, using 30-day months. 
The amount of Interest payable on any Interest Payment Date during the
Floating Rate Period will be computed on the basis of a 360-day year and the
actual number of days elapsed during the period.


(d)           To the extent permitted by applicable law,
Interest not paid when due hereunder, including, without limitation, all
Deferred Interest and overdue Interest, shall in accordance with
Section 2.6(a), until paid, compound (i) semi-annually at the Fixed
Rate on each Semi-Annual Interest Payment Date during the Fixed Rate Period and
(ii) quarterly at the applicable Floating Rate on each Quarterly Interest
Payment Date during the Floating Rate Period.


(e)           If the Partnership shall make a partial
payment of Interest on any Interest Payment Date, such payment shall, with
respect to the Notes, be applied, first, to Deferred Interest until all
such Deferred Interest shall have been paid and, second, to any Current
Interest.


(f)            To the extent that the provisions of this
Section 2.6 are inconsistent with the provisions of Article II of the Base
Indenture, the provisions of this Section 2.6 shall control.


ARTICLE III

REDEMPTION OF THE NOTES


Section 3.1             Optional Redemption.  Subject to the provisions of Article III of
the Base Indenture, the Partnership shall have the option to redeem the Notes
for cash:


(a)           in whole at any time or in part, from time
to time, prior to October 1, 2017, at the Make-Whole Redemption Price;



 15















(b)           in whole, but not in part, at any time prior
to October 1, 2017, after the occurrence of a Tax Event or a Rating Agency
Event at the Special Event Make-Whole Redemption Price; and


(c)           in whole at any time or in part, from time
to time, on or after October 1, 2017, at the Optional Redemption Price.


Section 3.2             Certain Redemption Procedures.  Notes called for optional redemption shall
become due on the Redemption Date. 
Notices of optional redemption shall be mailed at least 30 days but not
more than 60 days before the Redemption Date to each Holder of the Notes to be
redeemed at its registered address.  The
notice of optional redemption for the Notes shall state, among other things,
the amount of Notes to be redeemed, the Redemption Date, the Redemption Price
and method of calculating such Redemption Price and the place(s) that payment
will be made upon presentation and surrender of Notes to be redeemed.  Unless the Partnership defaults in payment of
the Redemption Price or the paying agent is prohibited from making such payment
pursuant to the terms of Article XII of the Base Indenture, interest will cease
to accrue on the Redemption Date with respect to any Notes that have been
called for optional redemption.  If less
than all the Notes are permitted to be redeemed and are redeemed at any time,
the Trustee will select the Notes to be redeemed as provided in, and subject
to, the provisions of Section 3.02 of the Base Indenture.  The Partnership may not redeem the Notes in
part if the principal amount of the Notes has been accelerated and such
acceleration has not been rescinded unless all accrued and unpaid Interest due
and payable has been paid in full on all outstanding Notes for all Interest
Periods terminating on or before the Redemption Date.


The Notes may be redeemed in part only in principal
amounts that are integral multiples of $1,000.


Section 3.3             No Sinking Fund.  The Notes will not be entitled to the benefit
of any sinking fund.


ARTICLE IV

DEFERRAL OF INTEREST


Section 4.1             Optional Deferral of Interest.


(a)           The Partnership shall have the right, at any
time and from time to time during the term of the Notes, to elect to defer
payment of all or any portion of any Current Interest and/or Deferred Interest
otherwise due on the Notes on any Interest Payment Date (“Optional Deferral”);
provided, however, that the Partnership may not (i) elect to
defer payment of any Current Interest otherwise due on any Interest Payment
Date if, as a result of such deferral, the Partnership shall have deferred
payment of some or all of the Current Interest due on a number of consecutive
Interest Payment Dates with respect to a number of consecutive Interest Periods
that, when taken together as a single period, would equal or exceed ten (10)
consecutive years, or (ii) elect to defer payment of any Current Interest
on or after the Final Repayment Date, or, with respect to any Notes being
redeemed, on the Redemption Date for such Notes.  No Interest on the Notes shall be due and
payable on any Interest Payment Date during a Deferral Period;



 16
 









however, interest shall accrue on the Notes
during such period in accordance with Sections 2.6(a) and 2.6(d).


(b)           Following the termination of a Deferral
Period and the payment of all Deferred Interest accrued during such Deferral
Period and all interest accrued on the Notes since the immediately preceding
Interest Payment Date, the Partnership may again elect pursuant to
Section 4.1(a) to make an Optional Deferral.


(c)           On the Interest Payment Date on which the
Partnership desires to terminate a Deferral Period, or at the end of a Deferral
Period pursuant to clause (b) of the definition of “Deferral Period,” the
Partnership shall pay all Deferred Interest and Current Interest due on such
Interest Payment Date.  Such Interest
shall be payable to the Holders of the Notes in whose names the Notes are
registered in the Debt Security Register for the Notes on the record date with
respect to such Interest Payment Date.


Section 4.2             Notice of Deferrals.


(a)           The Partnership shall give written notice to
the Trustee of any election of Optional Deferral pursuant to Section 4.1
not fewer than ten (10) nor more than sixty (60) Business Days prior to the
applicable Interest Payment Date for which Current Interest on the Notes will
be deferred, other than an Optional Deferral in the circumstances described in
Section 4.2(b).  The Trustee shall
forward such written notice promptly to each Holder of the Notes.


(b)           In the case of an election of Optional
Deferral pursuant to Section 4.1 when the Partnership would be prohibited
pursuant to Section 12.03 of the Base Indenture from paying interest on
the Notes, the Partnership shall give written notice to the Trustee of such
election of Optional Deferral not later than the time monies in respect of the
interest payment on the applicable Interest Payment Date must be made available
to the Trustee pursuant to Section 2.6(b) hereof.  The Trustee shall forward such written notice
promptly to each Holder of the Notes.


ARTICLE V

CERTAIN COVENANTS


Section 5.1             Restricted Payments.


(a)           Subject to Section 5.1(b), during any
Deferral Period, (i) the Partnership will not declare or make any distributions
with respect to, or redeem, purchase, or make a liquidation payment with
respect to, any of the Partnership’s equity securities, and (ii) the
Partnership will not, and will cause its Subsidiaries not to, (A) make any
payment of interest, principal, or premium, if any, on or repay, purchase, or
redeem any debt securities of the Partnership (including debt securities
similar to Notes) or other indebtedness of the Partnership that contractually
ranks equally with or junior to the Notes, or (B) make any payment under a
guarantee of debt securities (including under a guarantee of debt securities
that are similar to the Notes) that contractually ranks equally with or junior
to the Notes.



 17
 









(b)           Notwithstanding the provisions of
Section 5.1(a), the Partnership and any of its Subsidiaries may take any
of the following actions at any time, including during a Deferral Period:


(i)            make
any distribution or payment with respect to, or any purchase, redemption or
other acquisition of, any of the Partnership’s equity securities in connection
with any employment contract, benefit plan or other similar arrangement with or
for the benefit of employees, officers, directors, or agents, or a securities
purchase or dividend or distribution reinvestment plan, or the satisfaction of
any obligations pursuant to any contract or security outstanding on the date
that the Deferral Period commences requiring the distribution or payment with
respect to, or purchase, redemption or acquisition of, any of the Partnership’s
equity securities, or declaration of a distribution with respect to any of the
foregoing;


(ii)           make
any distribution, payment, repayment, redemption, purchase, acquisition or
declaration of a distribution as a result of a reclassification of the
Partnership’s equity securities or the exchange or conversion of all or a
portion of one class or series of the Partnership’s equity securities for
another class or series of any of the Partnership’s equity securities;


(iii)          purchase
fractional interests in the Partnership’s equity securities pursuant to the
conversion or exchange provisions of such securities or the security being
converted or exchanged, in connection with the settlement of securities
purchase contracts or in connection with any split, reclassification or similar
transaction;


(iv)          make
a distribution paid or made in the Partnership’s equity securities (or rights
to acquire its equity securities), or a repurchase, redemption or acquisition
of the Partnership’s equity securities in connection with the issuance or
exchange of the Partnership’s equity securities (or of securities convertible
into or exchangeable for the Partnership’s equity securities) and distributions
in connection with the settlement of securities purchase contracts outstanding
on the date that the Deferral Period commences, or declaration of a
distribution with respect to any of the foregoing;


(v)           make
any redemption, exchange or repurchase of, or with respect to, any rights
outstanding under a rights plan or the declaration or payment thereunder of a
distribution of or with respect to rights in the future;


(vi)          make
any payments under (A) the Notes and under securities similar to the Notes
(including trust preferred securities) that are (or, in the case of a trust
preferred security, the underlying debt obligation is) pari passu
with the Notes and (B)  guarantees that are pari passu
with the Notes associated with any instruments that are (or, in the case of a
trust preferred security, the underlying debt obligation is) pari passu with the Notes, in each case, so long as any such
payments are made on a pro rata basis
with the Notes; or


(vii)         make
any regularly scheduled dividend or distribution payments declared prior to the
date that the Deferral Period commences.



 18
 









Section 5.2             Amendments to Replacement Capital
Covenant.  The Partnership shall not
amend the Replacement Capital Covenant to impose additional restrictions on the
type or amount of Qualifying Capital Securities that the Partnership may
include for purposes of determining whether or to what extent repayment,
redemption or purchase of the Notes is permitted, except with the consent of
holders of a majority in principal amount of the Notes.


ARTICLE VI

SUBORDINATION


Section 6.1             Agreement to Subordinate.  The Notes shall be subordinated to all Senior
Indebtedness of the Partnership on the terms and subject to the conditions set
forth in Article XII of the Base Indenture, and each Holder of Notes issued
hereunder by such Holder’s acceptance thereof acknowledges and agrees that all
Notes shall be issued subject to the provisions of this Article VI and such
Article XII and that each Holder of Notes, whether upon original issuance or
upon transfer or assignment thereof, accepts and agrees to be bound by such
provisions.  The Notes shall be “Subordinated
Debt Securities” as such term is used in the Indenture, and, for purposes of
the Notes only, and not for purposes of any other Debt Securities, all
references in the Indenture to Senior Indebtedness of the Partnership shall
mean Senior Indebtedness of the Partnership as defined in this First
Supplemental Indenture.


Section 6.2             Amendment and Restatement of
Section 12.02 of the Base Indenture. 
For purposes of the Notes only, and not for purposes of any other Debt
Securities, Section 12.02 of the Base Indenture is hereby amended and
restated in its entirety to read as follows:


Section 12.02             Liquidation,
Dissolution, Bankruptcy.  Upon any
payment or distribution of the assets of the Partnership to its creditors in
connection with a total or partial liquidation or a total or partial
dissolution of the Partnership or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to the Partnership or its property:


(a)       holders of Senior
Indebtedness of the Partnership shall be entitled to receive payment in full in
cash of such Senior Indebtedness (including interest (if any), accruing on or
after the commencement of a proceeding in bankruptcy, whether or not allowed as
a claim against the Partnership in such bankruptcy proceeding) before Holders
of the Notes shall be entitled to receive any payment of principal of, or
premium, if any, or interest on, the Notes; and


(b)       until the Senior
Indebtedness of the Partnership is paid in full, any such distribution to which
Holders of the Notes would be entitled but for this Article XII shall be made
to holders of Senior Indebtedness of the Partnership as their interests may
appear, except that such Holders may receive units representing limited partner
interests of the Partnership and any debt securities of the Partnership that
are subordinated to Senior Indebtedness of the Partnership to at least the same
extent as the Notes.



 19
 









Section 6.3             Amendment and Restatement of
Section 12.03 of the Base Indenture. 
For purposes of the Notes only, and not for purposes of any other Debt
Securities, Section 12.03 of the Base Indenture is hereby amended and
restated in its entirety to read as follows:


Section 12.03           Default
on Senior Indebtedness.  The
Partnership may not pay the principal of, or premium, if any, or interest on,
the Notes or make any deposit pursuant to Article XI and may not repurchase,
redeem or otherwise retire any Notes (collectively, “pay the Notes”) if
(a) any principal, premium or interest in respect of Senior Indebtedness
of the Partnership is not paid when due, including any applicable grace period
(including at maturity) or (b) any other default on Senior Indebtedness of
the Partnership occurs and the maturity of such Senior Indebtedness is
accelerated in accordance with its terms unless, in either case, the default
has been cured or waived and any such acceleration has been rescinded or such
Senior Indebtedness has been paid in full in cash; provided, however,
that the Partnership may pay the Notes without regard to the foregoing if the
Partnership and the Trustee receive written notice approving such payment from
the Representative of each issue of Designated Senior Indebtedness of the
Partnership.  During the continuance of
any default (other than a default described in clause (a) or (b) of the
preceding sentence) with respect to any Designated Senior Indebtedness of the
Partnership pursuant to which the maturity thereof may be accelerated
immediately without further notice (except such notice as may be required to
effect such acceleration) or the expiration of any applicable grace periods,
the Partnership may not pay the Notes for a period (a “Payment Blockage
Period”) commencing upon the receipt by the Partnership and the Trustee of
written notice of such default from the Representative of any Designated Senior
Indebtedness of the Partnership specifying an election to effect a Payment
Blockage Period (a “Blockage Notice”) and ending 179 days thereafter (or
earlier if such Payment Blockage Period is terminated by written notice to the
Trustee and the Partnership from the Person or Persons who gave such Blockage
Notice, by repayment in full in cash of such Designated Senior Indebtedness or
because the default giving rise to such Blockage Notice is no longer
continuing).  Notwithstanding the
provisions described in the immediately preceding sentence (but subject to the
provisions contained in the first sentence of this Section 12.03), unless
the holders of such Designated Senior Indebtedness or the Representative of
such holders shall have accelerated the maturity of such Designated Senior
Indebtedness, the Partnership may resume payments on the Notes after such Payment
Blockage Period.  Not more than one
Blockage Notice may be given in any consecutive 360-day period, irrespective of
the number of defaults with respect to any number of issues of Designated
Senior Indebtedness during such period, unless otherwise specified pursuant to
Section 2.03 for the Notes; provided, however, that in no
event may the total number of days during which any Payment Blockage Period or
Periods is in effect with respect to the Notes exceed 179 days in the aggregate
during any 360 consecutive day period. 
For purposes of this Section 12.03, no default or event of default
that existed or was continuing on the date of the commencement of any Payment
Blockage Period with respect to the Designated Senior Indebtedness of the
Partnership initiating such Payment Blockage Period shall be, or be made, the
basis of the commencement of a subsequent Payment Blockage Period by the
Representative of such Designated Senior Indebtedness, whether or not within a
period of 360 consecutive days, unless such default or event of default shall
have been cured or waived for a period of not less than 90 consecutive days.



 20
 









ARTICLE VII

APPLICABILITY OF DEFEASANCE AND COVENANT DEFEASANCE


Section 7.1             Applicability of Defeasance and
Covenant Defeasance.  The Notes will
be subject to satisfaction, defeasance and discharge pursuant to Article XI of
the Base Indenture in accordance with the provisions of such Article; provided
that for purposes of the Notes only, and not for purposes of any other Debt
Securities, references in Section 11.02(b) of the Base Indenture to
Sections 6.01(d) and (g) of the Base Indenture shall be deemed to be
references only to Section 6.01(d) of the Base Indenture.


ARTICLE VIII

EVENTS OF DEFAULT AND REMEDIES

OF THE TRUSTEE AND HOLDERS OF NOTES


Section 8.1             Amendment and Restatement of
Section 6.01 of the Base Indenture. 
For purposes of the Notes only, and not for purposes of any other Debt
Securities, Section 6.01 of the Base Indenture is hereby amended and
restated in its entirety to read as follows:


Section 6.01 Events
of Default.  If any one or more of
the following shall have occurred and be continuing with respect to the Notes
(each of the following an “Event of Default”):


(a)               failure to pay
principal or any applicable make-whole amount on the Notes when due;


(b)               failure to pay
accrued and unpaid interest on the Notes when due and such failure continues
for thirty (30) days (it being understood that the deferral of interest as
permitted by Article IV of the First Supplemental Indenture, and the failure to
pay any such interest during a corresponding Deferral Period, shall not
constitute an Event of Default);


(c)               failure to pay
Deferred Interest at the conclusion of any 10-year Deferral Period and such
failure continues for thirty (30) days; or


(d)               the occurrence of a
Bankruptcy Event with respect to the Partnership;


then, and in each and
every case that an Event of Default described in clause (a), (b), and (c) with
respect to the Notes at the time Outstanding occurs and is continuing, unless
the principal of, premium, if any, and interest on all the Notes shall have
already become due and payable, either the Trustee or the Holders of not less
than 25% in aggregate principal amount of the Notes then Outstanding hereunder,
by notice in writing to the Partnership (and to the Trustee if given by
Holders), may, and the Trustee at the request of such Holders shall, declare
the principal of, premium (including any make-whole payments), if any, and
interest on all the Notes then Outstanding to be due and payable immediately,
and upon any such declaration, the same shall become and shall be immediately
due and payable, anything in the Notes, this Indenture or in the First
Supplemental Indenture contained to the contrary notwithstanding.  If an Event of Default described in clause
(d) occurs, then and in each and every such case, unless the principal of,
premium (including any make-whole payments), if any, and interest on all the
Notes shall have become due and 



 21
 









payable, the principal
of, premium, if any, and interest on all the Notes then Outstanding hereunder
shall ipso facto become and be immediately due
and payable without any declaration or other act on the part of the Trustee or
any Holders, anything in the Notes, this Indenture or in the First Supplemental
Indenture contained to the contrary notwithstanding.


The Holders of a majority in aggregate principal
amount of the Notes then Outstanding by written notice to the Trustee may
rescind an acceleration and annul its consequences if the rescission would not
conflict with any judgment or decree of a court of competent jurisdiction
already rendered and if all existing Events of Default with respect to the
Notes have been cured or waived except nonpayment of principal, premium, if
any, or interest that has become due solely because of acceleration.  Upon any such rescission, the parties hereto
shall be restored respectively to their several positions and rights hereunder,
and all rights, remedies, and powers of the parties hereto shall continue as
though no such proceeding had been taken.


ARTICLE IX

MISCELLANEOUS


Section 9.1             Ratification of Base Indenture.  The Base Indenture, as amended and
supplemented by this First Supplemental Indenture, is in all respects ratified
and confirmed, and this First Supplemental Indenture shall be deemed part of
the Base Indenture in the manner and to the extent herein and therein provided;
provided, however, that the provisions of this First Supplemental
Indenture apply solely with respect to the Notes.  The Indenture shall, solely in respect of the
Notes, be deemed a “junior subordinated indenture.”


Section 9.2             No Recourse to General Partner.  No recourse under or upon any obligation,
covenant, or agreement contained in this First Supplemental Indenture or the
Base Indenture or for any claim based hereon or thereon or otherwise in respect
hereof or thereof, shall be had (a) against the General Partner or any
other partner of, or any Person that owns an interest directly or indirectly
in, the Partnership or such General Partner or (b) against any past,
present, or future director, manager, officer, employee, agent, member or
partner, as such, of the Partnership or the General Partner under any rule of
law, statute, or constitutional provision or otherwise, all such liability
being expressly waived and released by the execution hereof by the Trustee and
each Holder as part of the consideration for the issuance of the Notes.


Section 9.3             Separateness.  Each Holder of Notes by its acceptance
thereof acknowledges (a) that such Holder has acquired Notes in reliance
upon the separateness of the Partnership and the General Partner from one
another and from any other Persons, including any Affiliate thereof,
(b) that the Partnership and the General Partner have assets and
liabilities that are separate from those of one another and from those of other
Persons, including any Affiliate thereof, (c) that the Notes and other
obligations owing under the Notes have not been guaranteed by any Person, and
(d) that, except as other Persons may expressly assume or guarantee any of
the Notes or obligations thereunder, the Holders of the Notes shall look solely
to the Partnership and its property and assets for the payment of any amounts
payable pursuant to the Notes and for satisfaction of any obligations owing to the
Holders of the Notes.



 22
 









Section 9.4             No Limitation on Issuance of Additional
Securities.  For the avoidance of
doubt, nothing contained in this First Supplemental Indenture shall prevent the
Partnership from issuing any other securities, whether senior to, pari passu with or subordinated to the Notes, including
securities having covenants and provisions the same as or similar to those
applicable to the Notes, or any guarantees with respect thereto.


Section 9.5             Trustee Not Responsible for Recitals.  The recitals herein contained are made by the
Partnership and not by the Trustee, and the Trustee assumes no responsibility
for the correctness thereof.  The Trustee
makes no representation as to the validity or sufficiency of this First
Supplemental Indenture.  All of the
protections, privileges, immunities, benefits, indemnities and rights granted
in favor of the Trustee under the Base Indenture are hereby incorporated in
this First Supplemental Indenture as if set forth in this paragraph and shall
apply to the administration of this First Supplemental Indenture by the Trustee
and to any action taken suffered or omitted by it hereunder.


Section 9.6             Governing Law.  This First Supplemental Indenture and the
Notes shall be governed by and construed in accordance with the laws of the
State of New York.


Section 9.7             Time is of the Essence.  Time is of the essence in performance of the
obligations under this First Supplemental Indenture.


Section 9.8             Separability.  In case any one or more of the provisions
contained in this First Supplemental Indenture or in the Notes shall for any
reason be held to be invalid, illegal, or unenforceable in any respect, such
invalidity, illegality, or unenforceability shall not affect any other
provisions of this First Supplemental Indenture or of the Notes, but this First
Supplemental Indenture and the Notes shall be construed as if such invalid or
illegal or unenforceable provision had never been contained herein or therein.


Section 9.9             Treatment of the Notes.  By its acceptance of the Notes, each Holder
and beneficial owner of the Notes agrees to treat the Notes as indebtedness for
all United States federal, state and local tax purposes.


Section 9.10           Counterparts.  This First Supplemental Indenture may be
executed in any number of counterparts each of which shall be an original, but
such counterparts shall together constitute but one and the same instrument.


Section 9.11           Withholding.  Notwithstanding any other provision of the
Indenture or this First Supplemental Indenture to the contrary, each Holder and
beneficial owner of the Notes hereby authorizes the Partnership, if required by
the Internal Revenue Code of 1986, as amended, or by any other applicable legal
requirement, to withhold any required amount from the amounts payable by the Partnership
hereunder to any Holder and/or beneficial owner of the Notes for payment to the
appropriate taxing authority.  Any amount
so withheld from such Person will be treated as a payment by the Partnership to
such Person, except as otherwise provided below.  Each such Person agrees to file timely any
agreement that is required by any taxing authority in order to avoid any
withholding obligation that would otherwise be imposed on the Partnership.  If the amount required to be withheld with
respect to such Person exceeds the amount payable to such Person,



 23
 









such excess will be
treated as a demand loan to such Person, payable within ten (10) days after
such time that the Partnership makes payment to the appropriate taxing
authority and demand is made on such Person to pay same.


[Signature
Page Follows.]



 24














IN WITNESS WHEREOF, the parties hereto have caused
this First Supplemental Indenture to be duly executed and as of the day and
year first above written.


	
  

  	
  ENBRIDGE ENERGY PARTNERS, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  ENBRIDGE ENERGY MANAGEMENT, 

  L.L.C., as delegate of Enbridge Energy 

  Company, Inc., its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ MARK A. MAKI

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Mark A. Maki

  
	
   

  	
   

  	
   

  	
  Title: Vice President - Finance

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  U.S. BANK NATIONAL ASSOCIATION, as 

  Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ MURIEL SHAW

  	
   

  
	
   

  	
   

  	
    Name: Muriel Shaw

  
	
   

  	
   

  	
    Title: Assistant Vice President

  
							



 


First
Supplemental Indenture Signature Page
















EXHIBIT
A


FORM
OF NOTES

(FORM OF FACE OF NOTES)


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”)
(55 WATER STREET, NEW YORK, NEW YORK 10041) TO THE PARTNERSHIP OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.
OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.]


[TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR
THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE INDENTURE REFERRED TO HEREIN.]*


	
  No.

  	
  Principal Amount

  
	
   

  	
  $                          ,
  which amount may be

  
	
   

  	
  increased or decreased
  by the Schedule

  
	
   

  	
  of Increases and
  Decreases in Global Security attached hereto.*

  



 


ENBRIDGE
ENERGY PARTNERS, L.P.

8.05% FIXED/FLOATING RATE JUNIOR SUBORDINATED NOTES DUE 2067


	
  CUSIP 29250R AK2

  	
  ISIN US29250RAK23

  



 


ENBRIDGE ENERGY PARTNERS, L.P., a Delaware limited
partnership (the “Partnership,” which term includes any successor under
the Indenture hereinafter referred to), for value received, hereby promises to
pay to Cede & Co.* or its registered assigns, the principal sum of                                                     
($                  ),
or such greater or lesser principal sum as is shown on the attached Schedule of
Increases and Decreases in Global Security * on the Final Repayment Date in
such coin and currency of the United States of America as at the time of
payment shall be legal tender for the payment of public and private debts, and
to pay interest as provided below.






* To be included in a
Book-Entry Note.



 A-1
 









From                       
to, but not including,                            
(or, if earlier, until the principal thereof is paid) (the “Fixed Rate
Period”), the outstanding principal amount hereof and (to the extent that
payment of such interest is enforceable under applicable law) any Deferred
Interest or overdue installment of Current Interest hereon will bear interest
at the per annum rate of 8.05%, payable (subject to the provisions of the
Indenture more fully described on the reverse hereof that permit the
Partnership to elect to defer payments of Current Interest) semi-annually in
arrears on April 1 and October 1 of each year, commencing on                           .  From October 1, 2017 to, but not including,
the Final Repayment Date (or, if earlier, until the principal thereof is paid)
(the “Floating Rate Period”), the outstanding principal amount hereof
and (to the extent that payment of such interest is enforceable under
applicable law) any Deferred Interest or overdue installment of Current
Interest hereon will bear interest during each Quarterly Interest Period at the
applicable Floating Rate for such Quarterly Interest Period calculated pursuant
to the Indenture, payable (subject to the provisions of the Indenture more
fully described on the reverse hereof that permit the Partnership to elect to
defer payments of Interest) quarterly in arrears on each January 1, April 1,
July 1, and October 1, commencing                               .  To the extent permitted by applicable law,
interest not paid when due hereunder, including, without limitation, all
Deferred Interest and overdue installments of Current Interest, shall in
accordance with the preceding sentences, until paid, compound (i) semi-annually
at the Fixed Rate on each Semi-Annual Interest Payment Date during the Fixed
Rate Period and (ii) quarterly at the applicable Floating Rate on each
Quarterly Interest Payment Date during the Floating Rate Period.  Payments of interest shall be made to the
person in whose name the Notes are registered at the close of business on the
record date for such Interest Payment Date, which during the Fixed Rate Period
shall be the March 15 or September 15, as the case may be, immediately
preceding each Interest Payment Date and during the Floating Rate Period shall
be the December 15, March 15, June 15 or September 15, as the case may be,
immediately preceding each Interest Payment Date (each, a “Regular Record Date”).


Reference is made to the further provisions of the
Notes set forth on the reverse hereof. Such further provisions shall for all
purposes have the same effect as though fully set forth at this place.


The statements in the legends set forth in the Notes
are an integral part of the terms of the Notes and by acceptance hereof the
Holder of the Notes agrees to be subject to, and bound by, the terms and
provisions set forth in each such legend.


The Notes are a series of Debt Securities designated
as the 8.05% Fixed/Floating Rate Junior Subordinated Notes due 2067 of the
Partnership and are issued under and governed by the Indenture dated as of
September 27, 2007 (as the same shall be amended from time to time with respect
to these Notes, the “Base Indenture”), duly executed and delivered by
the Partnership, as issuer, and U.S. Bank National Association, as trustee (the
“Trustee”), as supplemented by the First Supplemental Indenture dated as
of September 27, 2007, duly executed by the Partnership and the Trustee (the “First
Supplemental Indenture,” and together with the Base Indenture, as the same
shall be amended or supplemented from time to time with respect to these Notes,
the “Indenture”).  The terms of
the Indenture are incorporated herein by reference.  Any term defined in the Indenture has the
same meaning when used herein.



 A-2
 









If and to the extent any provision of the Indenture
limits, qualifies, or conflicts with any other provision of the Indenture that
is required to be included in the Indenture or is deemed applicable to the
Indenture by virtue of the provisions of the Trust Indenture Act of 1939, as
amended (the “TIA”), such required provision shall control.


The Partnership hereby irrevocably undertakes to the
Holder hereof to exchange the Notes in accordance with the terms of the
Indenture without charge.


The Notes shall not be valid or become obligatory for
any purpose until the Trustee’s Certificate of Authentication hereon shall have
been manually signed by the Trustee under the Indenture.



 A-3
 









IN WITNESS WHEREOF, the Partnership has caused this
instrument to be duly executed.


Dated:                   ,
20      


	
  

  	
  ENBRIDGE ENERGY PARTNERS, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  ENBRIDGE ENERGY MANAGEMENT, 

  L.L.C., as delegate of Enbridge Energy 

  Company, Inc., its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION:


This is one of the Debt Securities of the series
designated herein referred to in the within-mentioned Indenture.


	
  

  	
  U.S. BANK NATIONAL
  ASSOCIATION, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 



 A-4
 









[REVERSE OF
SECURITY]


ENBRIDGE
ENERGY PARTNERS, L.P.


8.05% FIXED/FLOATING RATE
JUNIOR SUBORDINATED NOTES DUE 2067


The Notes are one of a duly authorized issue of Debt
Securities of the Partnership issued under and pursuant to the Indenture, to
which Indenture reference is hereby made for a description of the rights,
limitations of rights, obligations, duties, and immunities thereunder of the
Trustee, the Partnership and the Holders of the Debt Securities.  The Debt Securities may be issued in one or
more series, which different series may be issued in various aggregate
principal amounts, may mature at different times, may bear interest (if any) at
different rates, may be subject to different sinking, purchase or analogous
funds (if any) and may otherwise vary as provided in the Base Indenture, as
amended and supplemented with respect to each series of Debt Securities. The
Notes are of a series designated as the 8.05% Fixed/Floating Rate Junior
Subordinated Notes due 2067 of the Partnership (the “Notes”).


1.             Interest.


During the Fixed Rate Period, the outstanding
principal amount hereof and (to the extent that payment of such interest is
enforceable under applicable law) any Deferred Interest or overdue installment
of Current Interest hereon will bear interest at the per annum rate of 8.05%,
payable (subject to the provisions of the Indenture relating to interest
deferrals more fully described below) semi-annually in arrears on April 1 and
October 1 of each year commencing on                         .  During the Floating Rate Period, the
outstanding principal amount hereof and (to the extent that payment of such
interest is enforceable under applicable law) any Deferred Interest or overdue
installment of Current Interest hereon will bear interest during each Quarterly
Interest Period at the applicable Floating Rate for such Quarterly Interest
Period calculated pursuant to the Indenture, payable (subject to the provisions
of the Indenture relating to interest deferrals more fully described below)
quarterly in arrears on each January 1, April 1, July 1, and October 1,
commencing                       .


To the extent permitted by applicable law, interest
not paid when due hereunder, including, without limitation, all Deferred
Interest and overdue installments of Current Interest, shall in accordance with
the immediately preceding paragraph, until paid, compound (i) semi-annually at
the Fixed Rate on each Semi-Annual Interest Payment Date during the Fixed Rate
Period and (ii) quarterly at the applicable Floating rate on each Quarterly
Interest Payment Date during the Floating Rate Period.


During the Fixed Rate Period, the amount of Interest
payable on any Interest Payment Date will be computed on the basis of a 360-day
year of twelve 30-day months.  During the
Floating Rate Period, the amount of any Interest payable on any Interest
Payment Date will be computed on the basis of a 360-day year and the actual
number of days elapsed.  In the event
that any date on which Interest is payable on this Note is not a Business Day,
then a payment of the Interest payable on such date will, subject to certain
exceptions described in the First Supplemental Indenture, be made on the next
succeeding day that is a Business Day (and without



 A-5
 









any interest or other
payment in respect of any such delay), with the same force and effect as if
made on the date the payment was originally payable.


2.             Optional Deferral of Interest.


Subject to the terms of the Indenture, the Partnership
shall have the right, at any time and from time to time during the term of the
Notes, to elect to defer payment of all or any portion of any Current Interest
and/or Deferred Interest otherwise due on the Notes on any Interest Payment
Date.  No Interest on the Notes shall be
due and payable on any Interest Payment Date during a Deferral Period; however,
Interest shall accrue on the Notes during such period in accordance with the
First Supplemental Indenture.


3.             Method of Payment.


The Partnership shall pay interest on the Notes
(except Defaulted Interest) to the persons who are the registered Holders at
the close of business on the Regular Record Date immediately preceding the
Interest Payment Date.  The Partnership
shall pay principal, premium, if any, and interest in such coin or currency of
the United States of America as at the time of payment shall be legal tender
for payment of public and private debts. 
Payments in respect of a Global Security (including principal, premium,
if any, and interest) will be made by wire transfer of immediately available
funds to the accounts specified by the Depositary.  Payments in respect of Notes in definitive
form (including principal, premium, if any, and interest) will be made at the
office or agency of the Partnership maintained for such purpose within The City
of New York, which initially will be U.S. Bank National Association, 100 Wall
Street, 16th Floor, New York, New York 10005, Attention: Corporate Trust
Department, or, at the option of the Partnership, payment of interest may be
made by check mailed to the Holders on the relevant record date at their
addresses set forth in the Debt Security Register of Holders or at the option
of the Holder, payment of interest on Notes in definitive form will be made by
wire transfer of immediately available funds to any account maintained in the
United States, provided such Holder has requested such method of payment
and provided timely wire transfer instructions to the paying agent.  The Holder must surrender these Notes to a
paying agent to collect payment of principal.


4.             Paying Agent and Registrar.


Initially, U.S. Bank National Association will act as
paying agent and Registrar. The Partnership may change any paying agent or
Registrar at any time upon notice to the Trustee and the Holders.  The Partnership may act as paying agent.


5.             Indenture.


The Notes are one of a duly authorized issue of Debt
Securities of the Partnership issued and to be issued under the Indenture.


The terms of the Notes include those stated in the
Indenture, those made part of the Indenture by reference to the TIA, as in
effect on the date of the Base Indenture, and those terms stated in the First
Supplemental Indenture.  The Notes are
subject to all such terms, and Holders of Securities are referred to the Base
Indenture, the First Supplemental Indenture and the TIA for



 A-6
 









a statement of them.  The Notes are junior subordinated obligations
of the Partnership and are not secured by any of the assets of the Partnership.


6.             Denominations; Transfer; Exchange.


The Notes are to be issued in registered form, without
coupons, in denominations of $1,000 and integral multiples of $1,000 in excess
thereof.  A Holder may register the
transfer of, or exchange, Notes in accordance with the Indenture.  The Registrar may require a Holder, among
other things, to furnish appropriate endorsements and transfer documents and to
pay any taxes and fees required by law or permitted by the Indenture.


7.             Person Deemed Owners.


The registered Holder of Notes may be treated as the
owner of it for all purposes.


8.             Amendment; Supplement; Waiver.


Subject to certain exceptions, the Indenture may be
amended or supplemented, and any existing Event of Default or compliance with
any provision may be waived, with the consent of the Holders of a majority in
principal amount of the Outstanding Notes. 
Without consent of any Holder of Notes, the parties thereto may amend or
supplement the Indenture to, among other things, cure any ambiguity or
omission, to correct any defect or inconsistency, or to make any other change
that does not adversely affect the rights of any Holder of Notes.  Any such consent or waiver by the Holder of
these Notes (unless revoked as provided in the Indenture) shall be conclusive
and binding upon such Holder and upon all future Holders and owners of these
Notes and any Notes that may be issued in exchange or substitution herefor,
irrespective of whether or not any notation thereof is made upon these Notes or
such other Notes.


9.             Defaults and Remedies.


Certain events of bankruptcy or insolvency with
respect to the Partnership are Events of Default that will result in the
principal amount of the Notes, together with premium, if any, and interest
thereon, becoming due and payable immediately upon the occurrence of such
Events of Default.  If any other Event of
Default with respect to the Notes occurs and is continuing, then in every such
case the Trustee or the Holders of not less than 25% in aggregate principal
amount of the Notes then Outstanding may declare the principal amount of all
the Notes, together with premium, if any, and interest thereon, to be due and
payable immediately in the manner and with the effect provided in the
Indenture.  Notwithstanding the preceding
sentence, at any time after such a declaration of acceleration has been made,
the Holders of a majority in principal amount of the Outstanding Notes, by
written notice to the Trustee, may rescind such declaration and annul its
consequences if the rescission would not conflict with any judgment or decree
of a court of competent jurisdiction already rendered and if all Events of
Default with respect to the Notes, other than the nonpayment of the principal,
premium, if any, or interest that has become due solely by such declaration
acceleration, shall have been cured or shall have been waived.  No such rescission shall affect any
subsequent default or shall impair any right consequent thereon.  Holders of Notes may not enforce the
Indenture or the Notes except as provided in the Indenture.  The Trustee may require indemnity or security
satisfactory to it before it enforces the Indenture



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or the Notes.  Subject to certain limitations, Holders of a
majority in aggregate principal amount of the Notes then Outstanding may direct
the Trustee in its exercise of any trust or power.


10.           Trustee Dealings with Partnership.


The Trustee under the Indenture, in its individual or
any other capacity, may make loans to, accept deposits from, and perform
services for the Partnership or its Affiliates or any subsidiary of the
Partnership’s Affiliates, and may otherwise deal with the Partnership or its
Affiliates as if it were not the Trustee.


11.           Authentication.


These Notes shall not be valid until the Trustee signs
the certificate of authentication on the other side of these Notes.


12.           Abbreviations and Defined Terms.


Customary abbreviations may be used in the name of a
Holder of Notes or an assignee, such as: TEN COM (tenant in common), TEN ENT
(tenants by the entireties), JT TEN (joint tenants with right of survivorship
and not as tenants in common), CUST (Custodian), and U/G/M/A (Uniform Gifts to
Minors Act).


13.           CUSIP Numbers.


Pursuant to a recommendation promulgated by the
Committee on Uniform Note Identification Procedures, the Partnership has caused
CUSIP numbers to be printed on the Notes as a convenience to the Holders of the
Notes.  No representation is made as to
the accuracy of such number as printed on the Notes and reliance may be placed
only on the other identification numbers printed hereon.


14.           Absolute Obligation.


No reference herein to the Indenture and no provision
of the Notes or the Indenture shall alter or impair the obligation of the
Partnership, which is absolute and unconditional, to pay the principal of,
premium, if any, and interest on these Notes in the manner, at the respective
times, at the rate and in the coin or currency herein prescribed.


15.           No Recourse.


The General Partner and its directors, officers,
employees, incorporators, members and stockholders, as such, shall have no
liability for any obligations of the Partnership under the Notes, the
Indenture, or for any claim based on, in respect of, or by reason of, such
obligations or their creation.  Each
Holder by accepting the Notes waives and releases all such liability.  The waiver and release are part of the
consideration for issuance of the Notes.



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16.           Ranking.


The Notes rank junior and subordinate in rank and
priority of payment to all of the Partnership’s Senior Indebtedness as more
fully provided in Article XII of the Base Indenture and Article VI of the First
Supplemental Indenture.


17.           Optional Redemption.


The Notes are subject to redemption prior to maturity
at the redemption prices and in the manner provided in the Base Indenture and
the First Supplemental Indenture.


18.           Governing
Law.


The Notes shall be governed by and construed in
accordance with the laws of the State of New York.


19.           Reliance.


The Holder, by accepting these Notes, acknowledges
(a) that such Holder has acquired Notes in reliance upon the separateness
of the Partnership and the General Partner from one another and from any other
Persons, including any Affiliate thereof, (b) that the Partnership and the
General Partner have assets and liabilities that are separate from those of one
another and those of other persons, including any Affiliates thereof,
(c) that the Notes and other obligations owing under the Notes have not
been guaranteed by any Person, and (d) that, except as other Persons may
expressly assume or guarantee any of the Notes or obligations thereunder, the
Holders shall look solely to the Partnership and its property and assets for
the payment of any amounts payable pursuant to the Notes and for satisfaction
of any obligations owing to the Holders.



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ABBREVIATIONS


The following abbreviations, when used in the
inscription on the face of this instrument, shall be construed as though they
were written out in full according to applicable laws or regulations:


	
  TEN COM

  	
  —

  	
  as tenants in common

  	
  UNIF GIFT MIN ACT —

  
	
   

  	
   

  	
   

  	
   

  	
  (Cust.)

  
	
  TEN ENT

  	
  —

  	
  as tenants by entireties

  	
  Custodian for:

  
	
   

  	
   

  	
   

  	
   

  	
  (Minor)

  
	
  JT TEN

  	
  —

  	
  as joint tenants with right of survivorship and not
  as tenants in common

  	
  Under Uniform Gifts to Minors Act of 

  
	
   

  	
   

  	
   

  	
   

  	
  (State)

  



 


ASSIGNMENT


FOR VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto                                                                                  
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE


Please print or
type name and address including postal zip code of assignee the within Security
and all rights thereunder, hereby irrevocably constituting and appointing to
transfer said Security on the books of the Partnership, with full power of
substitution in the premises.


Dated


Registered Holder



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SCHEDULE
OF INCREASES OR DECREASES

IN GLOBAL SECURITIES*


The following increases or decreases in this Global
Security have been made:


	
  

  Date of Exchange

  	
   

  	
  Amount of

  Decrease in 

  Principal

  Amount of this

  Global Security

  	
   

  	
  Amount of

  Increase in

  Principal Amount

  of this

  Global Security

  	
   

  	
  Principal Amount

  of this Global

  Security following

  such decrease

  (or increase)

  	
   

  	
  

  Signature of

  authorized officer

  of Trustee or

  Depository

  	
   

  
	
    

  	
   

  	
    

  	
   

  	
    

  	
   

  	
    

  	
   

  	
    

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
    

  	
   

  	
    

  	
   

  	
    

  	
   

  	
    

  	
   

  	
    

  	
   

  



 






*To
be included in a Book-Entry Note.



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