ENBRIDGE ENERGY, LIMITED PARTNERSHIP — Corrective Action Order

320125017H_Consent Agreement and Order_08062012_text.pdf, page 1Official PDFAUG 6, 2012 VIA CERTIFIED MAIL AND FAX TO: 832-325-5473 Mr. Richard Adams Vice President, US Operations Enbridge Energy, LP City Center Office 1409 Hammond Avenue Superior, WI 54880-5247 Re: CPF No. 3-2012-5017H Consent Agreement and Order Dear Mr. Adams: Enclosed is a Consent Agreement and Order that you signed on August 6, 2012 in the above-referenced case. Your receipt of this Consent Agreement and Order constitutes service of that document under 49 C.F.R. § 190.5. Please direct any questions on this matter to David Barrett, Director, Central Region, Office of Pipeline Safety, PHMSA, at (816) 329-3800. Sincerely, Jeffery Wiese Associate Administrator For Pipeline Safety cc: Mr. Alan Mayberry, Deputy Associate Administrator for Field Operations, OPS Mr. David Barrett, Director, Central Region, OPS Mr. Mark Maki, President, Enbridge Energy Management, LLC Mr. Steve Wuori, President, Liquids Pipelines, Enbridge Pipelines Inc.#

320125017H_Consent Agreement and Order_08062012_text.pdf, page 2DEPARTMENT OF TRANSPORTATION PIPELINE AND HAZARDOUS MATERIALS SAFETY ADMINISTRATION OFFICE OF PIPELINE SAFETY WASHINGTON, DC 20590 ____________________________________ In the Matter of ) Enbridge Energy, Limited Partnership, ) CPF No. 3-2012-5017H ) ) ) Respondent ) ____________________________________) CONSENT AGREEMENT AND ORDER On July 30, 2012, under authority of 49 U.S.C. § 60112, the Associate Administrator for Pipeline Safety, Pipeline and Hazardous Materials Safety Administration (PHMSA), issued a Corrective Action Order (CAO) to Enbridge Energy, Limited Partnership (Enbridge or Respondent), finding that continued operation of Line 14 of Respondent’s Lakehead Pipeline System that runs from Superior, Wisconsin, to Mokena, Illinois, without corrective action would be hazardous to life, property, or the environment and requiring Respondent to take immediate corrective action to ensure the safe operation of failure on Line 14 near Grand Marsh, Wisconsin, that was reported by Enbridge on July the pipeline. PHMSA issued the July 30, 2012 CAO (Original CAO) 1 in response to a 27, 2012 (Failure). The Failure resulted in an estimated release of 1,200 barrels of crude oil. PHMSA initiated an investigation of the Failure, which investigation is ongoing. Line 14 is a part of Respondent’s 1,900 mile-long Lakehead Pipeline System, which transports hazardous liquid from Neche, North Dakota, to Chicago, Illinois, with an extension to Buffalo, New York.2 The preliminary findings in the Original CAO noted that the history of failures on Respondent’s Lakehead Pipeline System, the defects originally discovered during construction of Line 14, a 2007 failure on Line 14, and the July 2010 failure on Line 6B 1 In the Matter of Enbridge Energy Partners, L.P., Corrective Action Order (CPF No. 3-2012-5017H) dated July 30, 2012. 2 See http://www.enbridgeus.com/Delivering-Energy/Pipeline-Systems/Liquids-Pipelines/ (last accessed August 1, 2012). The Lakehead System includes Lines 1, 2, 3, 4, 5, 6A, 6B, 10, 14, and 64, and associated facilities. 2#

320125017H_Consent Agreement and Order_08062012_text.pdf, page 3in Marshall, Michigan, and additional failures throughout all parts of the Lakehead Pipeline System indicate that Respondent’s safety and integrity management programs appear to be inadequate. On August 1, 2012, PHMSA issued an Amendment to the Corrective Action Order. The Amendment to the Corrective Action Order concluded that given the nature, circumstances, and gravity of this pattern of accidents, additional system-wide corrective measures are warranted and added a new Item 13 to the Corrective Action Order as follows: 13. Before the Director, Central Region, OPS, approves the restart of Line 14, Enbridge must (1) submit, for review and approval, a comprehensive written plan, including timelines for specific actions to improve the safety record of Respondent’s Lakehead Pipeline System and (2) hire an independent third party pipeline expert to review and assess the written plan, which the third party will submit to PHMSA and to Respondent concurrently. Further, the third party expert must oversee the creation, execution and implementation of the actions identified in the plan, and must provide monitoring summaries to PHMSA and Respondent concurrently. Respondent must commit to address any deficiencies or risks identified in the third party’s assessment, including repair and replacement of high-risk infrastructure. The plan must be sufficiently detailed with specific tasks, milestones and completion dates. At a minimum, the plan must address: a. Organizational issues, including the promotion of a safety culture and creation of a safety management system; b. Facilities response plan; c. Control room management; d. Priorities for pipe replacement; e. Training; f. In-line inspection result interpretation; g. Current engineering and probability of failure modeling; h. Leak detection systems; i. Sensor and flow measuring and valve replacement; j. Integrity verification; k. Quality management system; and l. Any other risk, task, issue or item that is necessary to promote and sustain the safety of its pipeline system. On August 4, 2012, Respondent submitted the plan required by Item 13 of the Corrective Action Order, as amended (the Lakehead Plan or the Plan). The Plan includes specific tasks, milestones, and completion dates for specific actions to improve the safety of the Lakehead Pipeline System. The Plan also provides for an independent third-party 3#

320125017H_Consent Agreement and Order_08062012_text.pdf, page 4pipeline expert to review and assess the written Plan and oversee the creation, execution and implementation of the actions identified in the Plan. Respondent and PHMSA engaged in good faith settlement discussions resulting in this Consent Agreement and Order. Having agreed that settlement of this proceeding will avoid further administrative proceedings or litigation and that entry of this Consent Agreement and Order is the most appropriate means of resolving the Corrective Action Order, as amended, pursuant to 49 C.F.R. Part 190, without adjudication of any issue of fact or law, and upon consent and agreement of Respondent and PHMSA (“the Parties”), the following is agreed upon and Ordered: I. General Provisions 1. Respondent acknowledges that as operator of the Lakehead Pipeline System, Respondent and its pipeline system are subject to the jurisdiction of the Federal pipeline safety laws, 49 U.S.C. 60101 et seq., and the regulations and administrative orders issued thereunder. For purposes of this Consent Agreement and Order, Respondent acknowledges that it received proper notice of PHMSA’s action in this proceeding and that the Notice states claims upon which relief may be granted pursuant to 49 U.S.C. 60101 et seq. and the regulations and orders issued thereunder. 2. Respondent agrees to the findings in the Corrective Action Order, as amended, and agrees to complete the actions specified in Section II of this agreement (“Work to be Performed”). These actions, including any work plans and schedules, shall automatically be incorporated into this Consent Agreement and Order. This Consent Agreement and Order does not constitute a finding of violation of any Federal law or regulation and may not be used in any civil proceeding of any kind as evidence or proof of any fact, fault or liability, or as evidence of the violation of any law, rule, regulation or requirement, except in a proceeding to enforce the provisions of this Consent Agreement and Order. 3. Respondent consents to the issuance of this Consent Agreement and Order, and hereby waives any further procedural requirements with respect to its issuance. Respondent waives all rights to contest the adequacy of notice, the Corrective Action Order, as amended, or the validity of the Consent Agreement and Order, including all rights to administrative or judicial hearings or appeals. 4. This Consent Agreement and Order shall apply to and be binding upon PHMSA, and upon Respondent, its officers, directors, and employees, and its successors, assigns, or other entities or persons otherwise bound by law. Respondent agrees to provide a copy of this Consent Agreement and Order, and any incorporated work plans and schedules, to all of Respondent’s officers, employees, and agents whose duties might reasonably include compliance with this Consent Agreement and Order. 4#

320125017H_Consent Agreement and Order_08062012_text.pdf, page 55. For all transfers of ownership or operating responsibility of Respondent’s Pipeline System, Respondent shall provide a copy of this Consent Agreement and Order to the prospective transferee at least 30 business days prior to such transfer and simultaneously provide written notice of the prospective transfer to the PHMSA Official who signs this Consent Agreement and Order. 6. This Consent Agreement and Order constitutes the final, complete and exclusive agreement and understanding between the Parties with respect to the settlement embodied in this Consent Agreement and Order, and the Parties acknowledge that there are no representations, agreements or understandings relating to the settlement other than those expressly contained in this Consent Agreement and Order, except that the terms of this Consent Agreement and Order may be construed by reference to the Corrective Action Order, as amended. 7. Nothing in this Consent Agreement and Order affects or relieves Respondent of its responsibility to comply with all applicable requirements of the Federal pipeline safety laws, 49 U.S.C. § 60101 et seq., and the regulations and orders issued thereunder. Nothing in this Consent Agreement and Order alters PHMSA’s right of access, entry, inspection, and information gathering or PHMSA’s authority to bring enforcement actions against Respondent pursuant to the Federal pipeline safety laws, the regulations and orders issued thereunder, or any other provision of Federal or State law. 8. This Consent Agreement and Order does not waive or modify any Federal, State, or local laws or regulations that are applicable to Respondent’s pipeline systems. This Consent Agreement and Order is not a permit, or a modification of any permit, under any Federal, State, or local laws or regulations. Respondent remains responsible for achieving and maintaining compliance with all applicable Federal, State, and local laws, regulations and permits. 9. This Consent Agreement and Order does not create rights in, or grant any cause of action to, any third party not party to this Consent Agreement and Order. The U.S. Department of Transportation is not liable for any injuries or damages to persons or property arising from acts or omissions of Respondent or its officers, employees, or agents carrying out the work required by this Consent Agreement and Order. Respondent agrees to hold harmless the U.S. Department of Transportation, its officers, employees, agents, and representatives form any and all causes of action arising from any acts or omissions of Respondent or its contractors in carrying out the work required by this Consent Agreement and Order. II. Work to be Performed 10. Respondent agrees to perform all actions set forth in the Corrective Action Order, as amended, including all actions set forth in the restart plan, testing and root cause analysis requirements, the integrity verification and remedial work plan, and any other 5#

320125017H_Consent Agreement and Order_08062012_text.pdf, page 6work plans or schedules developed under the CAO, as amended or otherwise directed by the Director, Central Region, PHMSA (Regional Director). 11. Respondent agrees to perform all actions set forth in the addendum to this Consent Agreement and Order entitled the Lakehead Plan in Appendix A, which is hereby incorporated into this Consent Agreement and Order as are any additional or modified plans and schedules developed under the Lakehead Plan. The Plan shall be revised as necessary to incorporate new information obtained during the evaluations and remedial activities performed under the Plan. Respondent must submit any such Plan revisions to the Regional Director for acceptance. The Regional Director may accept Plan elements incrementally. The Regional Director may direct Respondent to revise or modify the Plan as necessary. 12. Respondent agrees that it will address all deficiencies or risks identified in the third party expert’s assessment, including repair and replacement of high-risk infrastructure implement pursuant to the Scope of Work in Appendix B which is hereby incorporated into this Consent Agreement and Order. 13. Respondent agrees to submit monthly reports to the Regional Director that: (1) include all available data and results of the work performed under this Consent Agreement and Order. The first monthly report for the period from August 1 through August 31, 2012 will be due by September 7, 2012. 14. Respondent agrees to maintain documentation of the costs associated with implementation of this Consent Agreement and Order. Include in each monthly report submitted, the to-date total costs associated with: (1) testing, evaluations and information analysis; (2) revisions of procedures and additional monitoring and inspections; and (3) physical changes to pipeline infrastructure, including repairs, replacements and other modifications. 15. The Regional Director may grant an extension of time for completion of any of the work to be performed hereunder upon a timely, written request that demonstrates both good cause for an extension and sufficient detail to evaluate Respondent’s good cause request. III. Review and Approval Process 16. With respect to any submission under Section II of this Consent Agreement and Order that requires the acceptance of the Regional Director, the Regional Director may: (a) accept, in whole or in part, the submission, (b) accept the submission on specified conditions, (c) not accept, in whole or in part, the submission, or (d) any combination of the foregoing. In the event of acceptance in whole, in part, or upon conditions, Respondent will proceed to take all actions required by the submission as accepted by the Regional Director, subject to Respondent’s right to invoke the dispute resolution 6#

320125017H_Consent Agreement and Order_08062012_text.pdf, page 7procedures in Section IV with respect to any conditions identified by the Regional Director. In the event that the Director does not accept all or any portion of the submission, the Regional Director will provide Respondent with a written notice of the deficiencies. Respondent will correct all deficiencies within the time specified by the Regional Director and resubmit it for acceptance. IV. Dispute Resolution 17. The Regional Director and Respondent will informally attempt to resolve any disputes arising under this Consent Agreement and Order. If Respondent and the Regional Director are unable to informally resolve the dispute within 15 business days, Respondent, providing all information that Respondent believes is relevant to the dispute, may request in writing, within 10 business days, a written determination resolving the dispute from the Associate Administrator for Pipeline Safety. If the request is submitted as provided herein, the Associate Administrator will issue a written determination that shall be final. The existence of a dispute and PHMSA’s consideration of matters placed in dispute shall not excuse, toll, or suspend any term or timeframe for completion of any work to be performed under this Agreement during the pendency of the dispute resolution process, except as agreed by the Regional Director or the Associate Administrator in writing. V. Enforcement of Agreement and Order 18. This Consent Agreement and Order, including all plans and schedules incorporated by reference, is subject to all enforcement authorities available to PHMSA under 49 U.S.C. § 60101 et seq. and 49 C.F.R. Part 190, including administrative civil penalties under 49 U.S.C § 60122 of up to $200,000 per violation for each day the violation continues and referral of the case to the Attorney General for judicial enforcement, if PHMSA determines that Respondent is not proceeding in accordance with terms of the Consent Agreement and Order, in accordance with determinations made by the Regional Director, or if appealed, in accordance with decisions of the Associate Administrator. The Lakehead Plan and all other work plans and associated schedules developed under Section II shall be automatically incorporated into this Consent Agreement and Order and are enforceable in the same manner. VI. Record Keeping and Information Disclosure 19. Respondent agrees to maintain records demonstrating compliance with all requirements of this Consent Agreement and Order for a period of at least five years following completion of all work to be performed. For any reports, plans, or other deliverables required to be submitted to PHMSA pursuant to this Consent Agreement and Order, Respondent may assert a claim of business confidentiality or other protections applicable to the release of information by PHMSA, covering part or all of the information required to be submitted to PHMSA pursuant to this agreement in accordance 7#

320125017H_Consent Agreement and Order_08062012_text.pdf, page 8with 49 C.F.R. Part 7. The claim of confidentiality shall be marked in writing on each page, and shall include a statement specifying the grounds for each claim of confidentiality. PHMSA shall determine release of any information submitted pursuant to this Consent Agreement and Order in accordance with 49 C.F.R. Part 7, the Freedom of Information Act, 5 U.S.C. § 552, DOT and/or PHMSA policies, and other applicable regulations and Executive Orders. VII. Effective Date 20. The “Effective Date” as used herein is the date on which this Consent Agreement and Order has been signed by both Respondent and PHMSA. Unless specified to the contrary, all deadlines for actions required by this Consent Agreement and Order run from the Effective Date of this Consent Agreement and Order. VIII. Modification 21. The terms of this Consent Agreement and Order may be modified by mutual agreement of the parties. Such modifications shall be in writing and shall be signed by both parties. IX. Termination 22. This Consent Agreement and Order shall terminate upon the completion of all terms set forth in Section II (Work to Be Performed). Respondent may request written confirmation from PHMSA when this Consent Agreement and Order is terminated. To the extent ongoing monitoring is required, PHMSA may terminate this Consent Agreement and Order with respect to all other requirements with the exception of such monitoring. Nothing in this Consent Agreement and Order prevents Respondent from completing any of the obligations earlier than the deadlines provided for herein. X. Ratification 23. The Parties undersigned representatives certify that they are fully authorized to enter into the terms and conditions of this Consent Agreement and Order and to execute and legally bind such party to this document. 8#

320125017H_Consent Agreement and Order_08062012_text.pdf, page 924. The Parties hereby agree to all conditions and terms of this Consent Agreement and Order: For Respondent: ______________________________________ Mr. Richard Adams Vice President, US Operations Enbridge Energy, Limited Partnership By Enbridge Pipelines (Lakehead) L.L.C. As General Partner ______________________________________ Date For PHMSA: Respondent is hereby ordered to comply with the terms of this Consent Agreement and Order, effective immediately. _______________________________________ Mr. Jeffrey D. Wiese Associate Administrator for Pipeline Safety PHMSA _______________________________________ Date 9#

320125017H_Amended Corrective Action Order_08012012_text.pdf, page 1Official PDFAUG 1, 2012 VIA CERTIFIED MAIL AND FAX TO: 832-325-5473 Mr. Richard Adams Vice President, US Operations Enbridge Energy, LP City Center Office 1409 Hammond Avenue Superior, WI 54880-5247 Re: CPF No. 3-2012-5017H Amendment to the July 30, 2012 Corrective Action Order Dear Mr. Adams: Enclosed is an Amendment to the Corrective Action Order that was issued in the above- referenced case on July 30, 2012. Your receipt of this Amendment constitutes service of that document under 49 C.F.R. § 190.5. Please direct any questions on this matter to David Barrett, Director, Central Region, Office of Pipeline Safety, PHMSA, at (816) 329-3800. Sincerely, Jeffery Wiese Associate Administrator For Pipeline Safety Enclosures: Amendment to the Corrective Action Order Copy of 49 C.F.R. § 190.233 cc: Mr. Alan Mayberry, Deputy Associate Administrator for Field Operations, OPS Mr. David Barrett, Director, Central Region, OPS Mr. Mark Maki, President, Enbridge Energy Management, LLC Mr. Steve Wuori, President, Liquids Pipelines, Enbridge Pipelines Inc.#

320125017H_Amended Corrective Action Order_08012012_text.pdf, page 2U. S. DEPARTMENT OF TRANSPORTATION PIPELINE AND HAZARDOUS MATERIALS SAFETY ADMINISTRATION OFFICE OF PIPELINE SAFETY WASHINGTON, DC 20590 ____________________________________ In the Matter of ) Enbridge Energy, LP, ) CPF No. 3-2012-5017H ) ) ) Respondent. ) ____________________________________) AMENDMENT TO THE CORRECTIVE ACTION ORDER Background and Purpose On July 30, 2012, under authority of 49 U.S.C. § 60112, the Associate Administrator for Pipeline Safety, Pipeline and Hazardous Materials Safety Administration (PHMSA), issued a Corrective Action Order (CAO) to Enbridge Energy Partners, LP (Enbridge or Respondent), finding that continued operation of Respondent’s Line 14 that runs from Superior, Wisconsin, to Mokena, Illinois, without corrective action would be hazardous to life, property, or the environment and requiring Respondent to take immediate corrective action to ensure the safe operation of the Line 14 near Grand Marsh, Wisconsin, that was reported by Enbridge on July 27, 2012 (Failure). pipeline. PHMSA issued the July 30, 2012 CAO (Original CAO) 1 in response to a failure on The Failure resulted in an estimated release of 1,200 barrels of crude oil. PHMSA initiated an investigation of the Failure which is ongoing. Line 14 is a part of Respondent’s 1,900 mile-long Lakehead Pipeline system, which transports hazardous liquid from Neche, North Dakota, to Chicago, Illinois, with an extension to Buffalo, New York.2 Additional Preliminary Findings The preliminary findings in the Original CAO noted that the history of failures on Respondent’s Lakehead Pipeline system, the defects originally discovered during construction of Line 14, a 2007 failure on Line 14, and the July 2010 failure on Line 6B in Marshall, Michigan, and additional failures throughout all parts of the Lakehead System indicate that Respondent’s integrity management program may be inadequate. PHMSA has communicated its longstanding 1 In the Matter of Enbridge Energy Partners, L.P., Corrective Action Order (CPF No. 3-2012-5017H) dated July 30, 2012. 2 See http://www.enbridgeus.com/Delivering-Energy/Pipeline-Systems/Liquids-Pipelines/ (last accessed August 1, 2012). The Lakehead System includes Lines 1, 2, 3, 4, 5, 6A, 6B, 10, 14, and 64, and associated facilities.#

320125017H_Amended Corrective Action Order_08012012_text.pdf, page 32 concerns about this pattern of failures with Respondent over the past several years. Given the nature, circumstances, and gravity of this pattern of accidents, additional corrective measures are warranted. Finding of Hazardous Condition Section 60112 of Title 49, United States Code, provides for the issuance of a Corrective Action Order, including amendments, after reasonable notice and the opportunity for a hearing, requiring the operator of a pipeline determined to pose a hazard to take corrective actions to protect the public and the environment. These may include the suspended or restricted use of a pipeline facility, physical inspection, testing, repair, replacement, or other action, as appropriate. The basis for making a determination that a pipeline facility is or would be hazardous, requiring corrective action, is set forth both in the above-referenced statute and 49 C.F.R. § 190.233, a copy of which is enclosed. After evaluating all available information regarding the safety of the Lakehead System, including the foregoing additional preliminary findings, and considering the nature and circumstances surrounding the Failure, the hazardous nature of the product transported, the pressure required for transporting such product, and the ongoing investigation to determine the root cause of the Failure, I find that the continued operation of the Line 14 without additional corrective measures would be hazardous to life, property, and the environment. Accordingly, PHMSA hereby issues this Amendment to the CAO requiring the additional actions specified herein be taken to protect life, property, and the environment. The additional actions set forth in this Amendment to the CAO are in addition to the actions set forth in the Original CAO and do not suspend or eliminate the requirements of the Original CAO, unless otherwise specifically provided herein. Amendments to Required Corrective Action Pursuant to 49 U.S.C. § 60112 and 49 C.F.R. § 190.233, Enbridge Energy Partners, L.P. is ordered to comply with this Amendment to the CAO and take the following additional corrective actions with respect to the Lakehead System. The following item is added to the Corrective Action Order: 13. Before the Director, Central Region, OPS, approves the restart of Line 14, Enbridge must (1) submit, for review and approval, a comprehensive written plan, including timelines for specific actions to improve the safety record of Respondent’s Lakehead pipeline system and (2) hire an independent third party pipeline expert to review and assess the written plan, which the third party will submit to PHMSA and to Respondent concurrently. Further, the third party expert must oversee the creation, execution and implementation of the actions identified in the plan, and must provide monitoring summaries to PHMSA and Respondent concurrently. Respondent must commit to address any deficiencies or risks identified in the third party’s assessment, including repair and replacement of high-risk infrastructure. The plan must be sufficiently detailed with specific tasks, milestones and completion dates. At a minimum, the plan must address:#

320125017H_Amended Corrective Action Order_08012012_text.pdf, page 43 a. Organizational issues, including the promotion of a safety culture and creation of a safety management system; b. Facilities response plan; c. Control room management; d. Priorities for pipe replacement; e. Training; f. In-line inspection result interpretation; g. Current engineering and probability of failure modeling; h. Leak detection systems; i. Sensor and flow measuring and valve replacement; j. Integrity verification; k. Quality management system; and l. Any other risk, task, issue or item that is necessary to promote and sustain the safety of its pipeline system. The actions required by this Amendment to the CAO are in addition to and do not waive any requirements that apply to Line 14 under the Original CAO or to Respondent’s pipeline system under 49 C.F.R. Parts 190 through 199, as applicable, or any other Order issued to Respondent under authority of 49 U.S.C. § 60101 et seq., or under any other provision of federal or state law. After receiving and analyzing additional data in the course of this investigation, PHMSA may identify other corrective actions that need to be taken. In that event, Respondent will be notified of any additional measures required and further amendment of the CAO will be considered. To the extent consistent with safety, Respondent will be afforded notice and an opportunity for a hearing prior to the imposition of any additional corrective measures. ___________________________________ __________________ Jeffrey D. Wiese Date Issued Associate Administrator for Pipeline Safety#

320125017H_Corrective Action Order_07302012_text.pdf, page 1Official PDFJULY 30 2012 VIA CERTIFIED MAIL AND FAX TO: 832-325-5473 Mr. Richard Adams Vice President, US Operations Enbridge Energy, LP City Center Office 1409 Hammond Avenue Superior, WI 54880-5247 Re: CPF No. 3-2012-5017H Dear Mr. Adams: Enclosed is a Corrective Action Order issued in the above-referenced case. It finds that operation of the 24-inch diameter Line 14 would be hazardous to life, property, and the environment without immediate corrective action. The Corrective Action Order requires you to take certain corrective actions to protect the public, property, and the environment in connection with the failure of Line 14 that occurred on July 27, 2012, near Grand Marsh, Wisconsin. Service is being made by certified mail and facsimile. Your receipt of this Corrective Action Order constitutes service of that document under 49 C.F.R. § 190.5. The terms and conditions of this Order are effective upon receipt. We look forward to the successful resolution of the concerns arising out of this failure in a manner that will ensure the safe operation of the pipeline. Please direct any questions on this matter to David Barrett, Director, Central Region, OPS, at (816) 329-3800. Sincerely, Jeffrey D. Wiese Associate Administrator for Pipeline Safety Enclosure: Corrective Action Order and Copy of 49 C.F.R. §190.233 cc: Mr. Alan Mayberry, Deputy Associate Administrator for Field Operations, OPS Mr. David Barrett, Director, Central Region, OPS Mr. Mark Maki, President, Enbridge Energy Management, LLC Mr. Steve Wuori, President, Liquids Pipelines, Enbridge Pipelines Inc.#

320125017H_Corrective Action Order_07302012_text.pdf, page 2U.S. DEPARTMENT OF TRANSPORTATION PIPELINE AND HAZARDOUS MATERIALS SAFETY ADMINISTRATION OFFICE OF PIPELINE SAFETY WASHINGTON, D.C. 20590 ____________________________________ In the Matter of ) Enbridge Energy, LP, ) CPF No. 3-2012-5017H ) ) ) Respondent. ) ____________________________________) CORRECTIVE ACTION ORDER Purpose and Background This Corrective Action Order (Order) is being issued, under authority of 49 U.S.C. § 60112, to Enbridge Energy, LP (Enbridge or Respondent), the operator of the 24-inch diameter hazardous liquid pipeline designated as Line 14 that runs from Respondent’s Superior Terminal and pump station in Superior, Wisconsin, to its Mokena delivery facility in Mokena, Illinois (Affected Pipeline). This Order finds that continued operation of the pipeline without corrective action would be hazardous to life, property, or the environment and requires Respondent to take immediate corrective action to ensure the safe operation of the pipeline. On July 27, 2012, Respondent experienced a failure on the Affected Pipeline near Grand Marsh, WI (Failure), in Adams County. Respondent estimates the volume of product spilled to be approximately 1,200 barrels of crude oil. Pursuant to 49 U.S.C. § 60117, the Pipeline and Hazardous Materials Safety Administration (PHMSA), Office of Pipeline Safety (OPS), initiated an investigation of the Failure. OPS has determined that the release originated from the Affected Pipeline but the cause of the Failure has not yet been determined. The preliminary findings of the investigation are as follows: Preliminary Findings • The Affected Pipeline originates at the Superior Terminal in Wisconsin, proceeds southeast for approximately 467 miles, and terminates at the Mokena delivery facility near Chicago, Illinois. • At approximately 2:41 pm CDT on July 27, 2012, Respondent’s control center staff noted indications of a release on the Affected Pipeline. Respondent initiated shut down of the pipeline and notified field personnel in Wisconsin at 3:00 pm CDT.#

320125017H_Corrective Action Order_07302012_text.pdf, page 33 • At approximately 2:45 pm CDT on July 27, 2012, Respondent received a call from a landowner who reported that crude oil was spraying on the pipeline right-of-way. The local sheriff’s office also called the control center at 2:50 pm CDT. • At approximately 2:55 pm CDT on July 27, 2012, Respondent isolated the failed pipe section by closing remotely controlled valves located upstream and downstream of the Failure site. • At 3:27 pm CDT on July 27, 2012, Respondent’s field personnel confirmed the location of the Failure as being approximately 5.7 miles east of Grand Marsh, Wisconsin, at 2487 County Road G in Adams County. The Failure site was located at milepost (M.P.) 232 on the Affected Pipeline. • At 5:16 pm CDT on July 27, 2012, Respondent notified the National Response Center of the discharge of crude oil (NRC Report No. 1019189). Respondent reported 1,200 barrels of crude oil were released. • Two households were evacuated due to their proximity to the Failure site. Several cattle and horses required veterinary attention. No further injuries cahave been reported. • The Affected Pipeline crosses multiple rivers, including a navigable waterway, i.e., the Illinois River in the Chicago area, and intersects multiple High Consequence Areas (HCAs), including drinking water sources, “Other Populated Areas,” “High Population Areas, ” and ecological resources. The Affected Pipeline also crosses numerous state highways in Wisconsin and Illinois, and multiple interstate highways before terminating at Mokena, Illinois. • The Failure site is 2.5 miles away from a drinking water source, which so far shows no signs of contamination. • The Affected Pipeline was constructed in 1998 of 24-inch, API 5L grade X70, high frequency electric resistance welded (ERW) pipe manufactured by the Stupp Pipe Corporation, with wall thicknesses ranging from 0.328-inch to 0.500-inch. The pipe at the Failure site has a 0.328-inch nominal wall thickness. The Affected Pipeline has a fusion bonded epoxy coating and an impressed-current cathodic protection system. • Just prior to the time of the Failure, the discharge pressure at the Adams pump station (M.P. 227.4), located approximately 4.6 miles upstream of the Failure site, was 1,329 psig. The established maximum operating pressure (MOP) of the pipeline is 1,378 psig. • Respondent performed a hydrostatic test of the pipeline in 1998 from M.P. 227.49 to M.P. 253.15 to a test pressure of 1,875 psig, which included the Failure site. • The cause of the Failure is unknown but PHMSA has is continuing an onsite investigation. PHMSA investigators observed a 4.18-foot-long split in the high#

320125017H_Corrective Action Order_07302012_text.pdf, page 44 frequency ERW seam of the pipe with a maximum opening of 6.25 inches. The pipeline currently remains out of service. • During construction of the Affected Pipeline in 1998, radiography of girth welds revealed lack-of-fusion defects in the ERW seams at multiple locations along the Affected Pipeline. • On January 1, 2007, a rupture of the Affected Pipeline occurred in Atwood, Wisconsin, releasing 1,500 barrels of crude oil. The rupture was located at M.P. 149.4, approximately one mile downstream of Respondent’s Owen pump station in Clark County, Wisconsin. The OPS investigation of the 2007 failure found that a pre-existing lack-of-fusion defect in the ERW seam had grown to failure by a fatigue mechanism due to cyclic loads and that the chemical and mechanical properties of the pipe joint fracture surface also had indications of low toughness of the ERW seam. • Following the January 1, 2007 failure, Respondent utilized ultrasonic crack detection technology to assess the Affected Pipeline. Multiple crack anomalies associated with the ERW seam were reported by the inline inspection (ILI) vendor. Based on the ILI results, Respondent made repairs to the Affected Pipeline for a 1.25 x MOP factor of safety. Calculations performed by Respondent in 2008 predicted that Line 14 would not fail for a minimum of 10 years based on a crack growth analysis that considered the operating pressure spectrum. • Respondent performed an ILI of the Affected Pipeline in the area of the Failure in 2011 utilizing high-resolution geometry and magnetic flux leakage (MFL) tools. An ultrasonic crack detection technology ILI inspection was scheduled to be performed in the area of the failure in August 2012. • The history of failures on Respondent’s Lakehead Pipeline system, of which the Affected Pipeline is a part, the defects originally discovered during construction, and the 2007 failure indicate that Respondent’s integrity management program may be inadequate. Determination of Necessity for Corrective Action Order and Right to Hearing Under 49 U.S.C. § 60112 and 49 C.F.R. § 190.233, the Associate Administrator for Pipeline Safety (Associate Administrator) may issue a corrective action order after providing reasonable notice and the opportunity for a hearing if he finds that a particular pipeline facility is or would be hazardous to life, property, or the environment. The terms of such an order may include the suspended or restricted use of a pipeline facility, physical inspection, testing, repair, replacement, or any other action as appropriate. The Associate Administrator may also issue a corrective action order without providing any notice or the opportunity for a hearing if he finds that a failure to do so expeditiously will result in likely serious harm to life, property or the#

320125017H_Corrective Action Order_07302012_text.pdf, page 55 environment. The opportunity for a hearing will be provided as soon as practicable after the issuance of the CAO in such cases. After evaluating the foregoing preliminary findings of fact, I find that the continued operation of the pipeline without corrective measures would be hazardous to life, property and the environment. Additionally, after considering the age and failure history of the pipe, the circumstances surrounding the Failure, the proximity of the pipeline to populated areas, water bodies, drinking water resources, public roadways, and High Consequence Areas, the hazardous nature of the product being transported, the uncertainties as to the cause of the Failure, and the ongoing investigation to determine the cause of the Failure, I find that a failure to issue this Order expeditiously to require immediate corrective action would likely result in serious harm to life, property, and the environment. Accordingly, this Corrective Action Order is issued without prior notice and opportunity for a hearing. The terms and conditions of this Order are effective upon receipt. Within 10 days of receipt of this Order, Respondent may request a hearing, to be held as soon as practicable, by notifying the Associate Administrator for Pipeline Safety in writing, delivered personally, by mail or by fax at (202) 366-4566. The hearing will be held in Kansas City, Missouri, or Washington, DC, on a date that is mutually convenient to PHMSA and Respondent. After receiving and analyzing additional data in the course of this investigation, PHMSA may identify other corrective measures that need to be taken. Respondent will be notified of any additional measures required and amendment of this Order will be considered. To the extent consistent with safety, Respondent will be afforded notice and an opportunity for a hearing prior to the imposition of any additional corrective measures. Required Corrective Action Pursuant to 49 U.S.C. § 60112, Enbridge Energy, LP, is ordered to immediately take the following corrective actions to ensure the safe operation of the Affected Pipeline: 1. Develop and submit a written re-start plan for prior approval of the Director, Central Region, OPS (Director). Obtain written approval from the Director prior to resuming operation of the Affected Pipeline. Submit the written plan to the Director at the Pipeline and Hazardous Materials Safety Administration, 901 Locust Street, Suite 462, Kansas City, MO 64106-2641. The plan must provide for adequate patrolling of the Affected Pipeline during the restart process to ensure the prompt detection of leaks, include a daylight restart, and detail advance communications with local emergency response officials. 2. After receiving approval from the Director to restart, maintain a minimum twenty percent (20%) pressure reduction in the operating pressure of the Affected Pipeline. Submit the operating pressures for each pump station on the Affected Pipeline at the time of failure and the reduced discharge pressure limits for approval by the Director in the restart plan#

320125017H_Corrective Action Order_07302012_text.pdf, page 66 referenced in Item 1. The reduced discharge pressure limits must also consider any ILI features and anomalies that are present in the Affected Pipeline to provide for continued safe operation while further corrective actions are completed. The approved pressure restrictions will remain in effect until written approval to increase the pressure or return the pipeline to its pre-failure operating pressure is obtained from the Director pursuant to Item 12. Respondent must maintain documentation to show that these requirements have been met. Review the pressure restrictions monthly, taking into account any ILI features present in the pipeline and analysis of operating pressure cycle data. Based on the monthly review, Enbridge must immediately reduce operating pressure accordingly to maintain safe operations. Submit results of the monthly review, the current discharge set points, including any additional reductions, and any exceedance of discharge set points, in the reports pursuant to Item 10. 3. Within 45 days of receipt of this Order, complete mechanical and metallurgical testing and failure analysis of the failed pipe and other pipe removed, including analysis of soil samples and any foreign materials. Complete the testing and analysis as follows: A. Document the chain-of-custody when handling and transporting the failed pipe section and other evidence from the failure site; B. Submit the testing protocols and the selection of the testing laboratory to the Director for prior approval. C. Prior to commencing the mechanical and metallurgical testing, provide the Director with the scheduled date, time, and location of the testing to allow a PHMSA representative to witness the testing; and D. Ensure that the testing laboratory distributes all resulting reports in their entirety (including all media), whether draft or final, to the Director at the same time as they are made available to Respondent. 4. Within 30 days of receipt of this Order, conduct an evaluation of the previous inline inspection (ILI) results, including a review and reporting by the ILI vendors’ analysts (including raw data) of the Affected Pipeline as follows: A. Submit any and all reports from the 2007 ILI runs as received from the vendors; B. Re-evaluate the 2007 inline inspection results to determine whether any features were present in the failed pipe joint and other pipe removed. Determine if any features with similar characteristics are present elsewhere on the Affected Pipeline. Submit to the Director the scheduled dates, times, and locations of meetings with the ILI vendors to allow PHMSA representatives to attend;#

320125017H_Corrective Action Order_07302012_text.pdf, page 77 C. Submit a report describing the ILI features present in the failed joint and other pipe removed, the process used to re-evaluate ILI results, and the results of the re- evaluation including characterization of the size and location of similar features on the Affected Pipeline. 5. As recommended in PHMSA Advisory Bulletin 2012–06, verify the records for the Affected Pipeline relating to operating specifications for maximum operating pressure (MOP). Within 45 days of receipt of this Order, submit a report on this record verification and copies of these records to the Director. 6. Within 90 days following receipt of this Order, complete an evaluation utilizing multiple root cause failure analysis techniques, including a Management Oversight and Risk Tree (MORT) analysis, to determine the underlying causes and contributing factors to the Failure, including preventive measures employed by Enbridge. Within 10 days of receipt of this Order, submit a list of proposed independent third-party contractors for prior approval by the Director, along with contractor qualifications and scope of work. The scope of the evaluation must include, but not be limited to: Enbridge’s procedures; failure, operating and maintenance history; use of safety factors; review of ILI results; application of assessment methods, analysis and monitoring of pressure cycles in determining assessment intervals and operating pressures; decision processes regarding repair methods, including pipe replacement; a detailed review of the adequacy of the operator’s spill prevention plans; and a detailed review of all emergency response activities, including initial controller response. All reports in their entirety (including all media), whether draft or final, shall be submitted to the Director at the same time they are made available to Respondent. Submit the final report for the Director’s approval. 7. Within 90 days following receipt of this Order, submit an integrity verification and remedial work plan (Work Plan) for implementing continuing long-term periodic testing to the Director for approval. The Work Plan must provide for the verification of the integrity of the pipeline and must address all factors known or suspected in the July 27, 2012 failure, including, but not limited to the following: A. The integration of the results of the failure analyses and other actions required by this Order, with all relevant operating data, including all historical repair information, construction, operating, maintenance, testing, metallurgical analysis or other third-party consultation information, and assessment data for the Affected Pipeline. Data gathering activities must include a review of the failure history of the pipeline (including in-service and pressure test failures) and development of a written report to be approved by the Director containing all available information regarding locations, dates, and causes of leaks and failures; B. The performance of additional field testing, inspections, and evaluations to determine whether and to what extent the conditions associated with the failures,#

320125017H_Corrective Action Order_07302012_text.pdf, page 88 or any other integrity-threatening conditions are present elsewhere on the Affected Pipeline. At a minimum, the inspections and evaluations must consider use of in-line inspection that can reliably detect and identify anomalies. Include a detailed description of the criteria to be used for the evaluation and prioritization of any integrity threats and anomalies that are identified (accounting for uncertainties in anomaly and defect sizing by the ILI vendor and field non- destructive examination), establishing a minimum 1.39 x MOP factor of safety upon completion of testing, inspections, evaluations, replacements and repairs as described in this Order; C. The performance of repairs or other corrective measures that fully remediate the conditions associated with the pipeline failures and any other integrity-threatening condition everywhere along the Affected Pipeline. The plans must be based on the known history and condition of the pipeline, and must be scheduled to be completed as follows: (1) repairs must be completed within 6 months of receipt of the ILI vendor’s final report; (2) confirmatory hydrostatic pressure testing of the Affected Pipeline by December 31, 2013; and (3) replacement of the Affected Pipeline or portions thereof by July 31, 2015. Include a detailed description of the criteria and methods to be used in undertaking any repairs, replacements, or other remedial actions to establish a minimum 1.39 x MOP factor of safety. 8. The approved Work Plan will be incorporated into this Order. Respondent must revise the Work Plan as necessary to incorporate the results of actions undertaken pursuant to this Order and whenever necessary to incorporate new information obtained during the failure investigation and remedial activities. Submit any such plan revisions to the Director for prior approval. The Director may approve plan elements incrementally. 9. Implement the Work Plan as it is approved by the Director, including any revisions to the plan. 10. Submit monthly reports to the Director that: (1) include all available data and results of the testing and evaluations required by this Order; and (2) describe the progress of the repairs or other remedial actions being undertaken. The first monthly report for the period from August 1 through August 31, 2012 shall be due by September 7, 2012. 11. It is requested that Respondent maintain documentation of the costs associated with implementation of this Corrective Action Order. Include in each monthly report submitted, the to-date total costs associated with: (1) preparation and revision of procedures, studies and analyses; (2) physical changes to pipeline infrastructure, including repairs, replacements and other modifications; and (3) environmental remediation, if applicable. 12. The Director may allow the removal or modification of the pressure restriction set forth in Item 2 upon a written request from Respondent demonstrating that the hazard has been#

320125017H_Corrective Action Order_07302012_text.pdf, page 99 abated and that restoring the pipeline to its pre-failure operating pressure is justified based on a reliable engineering analysis showing that the pressure increase is safe considering all known defects, anomalies and operating parameters of the pipeline. The Director may grant an extension of time for compliance with any of the terms of this Order upon a written request timely submitted demonstrating good cause for an extension. With respect to each submission that under this Order requires the approval of the Director, the Director may: (a) approve, in whole or part, the submission; (b) approve the submission on specified conditions; (c) modify the submission to cure any deficiencies; (d) disapprove in whole or in part, the submission, directing that Respondent modify the submission, or (e) any combination of the above. In the event of approval, approval upon conditions, or modification by the Director, Respondent must take all actions required by the submission as approved or modified by the Director. If the Director disapproves all or any portion of the submission, Respondent must correct all deficiencies within the time specified by the Director, and resubmit it for approval. If a resubmitted item is disapproved in whole or in part, the Director may again require Respondent to correct the deficiencies in accordance with the foregoing procedure, and the Director may otherwise proceed to enforce the terms of this Order. Be advised that all material you submit in response to this enforcement action is subject to being made publicly available. If you believe that any portion of your responsive material qualifies for confidential treatment under 5 U.S.C. 552(b), you must provide, along with the complete original document, a second copy of the document with those portions you believe qualify for confidential treatment redacted, along with an explanation of why you believe the redacted information qualifies for confidential treatment under 5 U.S.C. 552(b). In your correspondence on this matter, please refer to “CPF No. 3-2012-5017H” and for each document you submit, please provide a copy in electronic format whenever possible. The actions required by this Corrective Action Order are in addition to and do not waive any requirements that apply to Respondent’s pipeline system under 49 C.F.R. Part 195, under any other order issued to Respondent under authority of 49 U.S.C. § 60101 et seq., or under any other provision of Federal or State law. Respondent may appeal any decision of the Director to the Associate Administrator for Pipeline Safety. Decisions of the Associate Administrator shall be final. Failure to comply with this Order may result in the assessment of civil penalties and in referral to the Attorney General for appropriate relief in United States District Court pursuant to 49 U.S.C. § 60120. The terms and conditions of this Corrective Action Order are effective upon receipt.#

320125017H_Corrective Action Order_07302012_text.pdf, page 10__________________________________ __________________ Jeffrey D. Wiese Date Issued Associate Administrator for Pipeline Safety 10#

320125017H_Closure Letter_07202016_text.pdf, page 1Official PDFCERTIFIED MAIL - RETURN RECEIPT REQUESTED July 20, 2016 Mr. Bradley F. Shamla Vice President, US Operations Enbridge Energy, LP 7701 France Avenue South, Suite 600 Edina, Minnesota 55435 CPF 3-2012-5017H Dear Mr. Shamla: On July 30, 2012, the Pipeline and Hazardous Materials Safety Administration (PHMSA) issued to Enbridge Energy, LP (“Enbridge”) a Corrective Action Order in the above-referenced case, which was subsequently amended by PHMSA on August 1, 2012. On August 6, 2012, a Consent Agreement and Order was signed by Enbridge and PHMSA, resolving the Corrective Action Order, as amended. PHMSA confirms that the Consent Agreement and Order is hereby terminated. Consistent with Section IX of the Consent Agreement and Order, PHMSA will continue to monitor Enbridge’s ongoing implementation of the Lakehead Plan. The closure of the Consent Agreement and Order does not impact the Enbridge’s obligations with respect to any other enforcement action, either by PHMSA or another agency. Thank you for your cooperation in this matter. Sincerely, Allan C. Beshore Director, Central Region, OPS Pipeline and Hazardous Materials Safety Administration#

320125017H_Closure Letter_07202016_text.pdf, page 2cc: Mr. Andrew J. Harrington, Enbridge, Inc. Calgary, Alberta Canada Mr. Alan Mayberry, Acting Associate Administrator of Pipeline Safety Washington, D.C.#