LIMITED LIABILITY COMPANY AGREEMENT
OF
ENBRIDGE ENERGY MANAGEMENT, L.L.C.
A Delaware Limited Liability Company
This LIMITED LIABILITY COMPANY AGREEMENT OF ENBRIDGE ENERGY
MANAGEMENT, L.L.C. (this "AGREEMENT"), dated as of May 14, 2002, is adopted,
executed and agreed to by the Sole Member (as defined below).
1. FORMATION. Enbridge Energy Management, L.L.C. (the "COMPANY") has
been formed as a Delaware limited liability company under and pursuant to the
Delaware Limited Liability Company Act (the "ACT").
2. TERM. The Company shall have a perpetual existence.
3. PURPOSES. The purposes of the Company are to carry on any lawful
business, purpose or activity for which limited liability companies may be
formed under the Act.
4. SOLE MEMBER. Enbridge Energy Company, Inc., a Delaware corporation,
shall be the sole member of the Company (the "SOLE MEMBER").
5. CONTRIBUTIONS. Without creating any rights in favor of any third
party, the Sole Member may, from time to time, make contributions of cash or
property to the capital of the Company, but shall have no obligation to do so.
6. SHARES. The interest of the Sole Member in the Company shall be
represented by one voting share.
7. DISTRIBUTIONS. The Sole Member shall be entitled (a) to receive all
distributions (including, without limitation, liquidating distributions) made
by the Company and (b) to enjoy all other rights, benefits and interests in
the Company.
8. MANAGEMENT. The management and control of the business and affairs
of the Company shall be fully vested in a board of directors (the "BOARD")
which shall consist of at least seven, but not more than eight, members
appointed by the Sole Member. Except as otherwise specifically provided in
this Agreement, the authority and functions of the Board, shall be identical
to the authority and functions of the board of directors of a corporation
organized under the General Corporation Law of the State of Delaware. The
Company shall have officers who shall execute and carry out the decisions and
policies determined by the Board. Except as otherwise determined by the
Board, the officers shall hold titles, and shall be vested with powers and
duties, substantially similar to those of the officers of the Sole Member.
Accordingly, the business and affairs of the Company shall be managed under
the direction of the Board, and the day-to-day activities of the Company
shall be conducted on the Company's behalf by the officers who shall be
agents of the Company. The directors and officers shall collectively
constitute "managers" of the Company within the meaning of the Act. The
directors shall serve at the pleasure of the Sole Member, and the officers
shall serve at the pleasure of the Board.
9. DISSOLUTION. The Company shall dissolve and its affairs shall be
wound up at such time, if any, as the Sole Member may elect. No other event
(including, without limitation, an event described in Section 18-801(4) of
the Act) will cause the Company to dissolve.
10. AMENDMENT. This Agreement may be amended or repealed in whole or in
part at any time in the sole discretion of the Sole Member.
11. GOVERNING LAWS. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED
IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE (EXCLUDING ITS
CONFLICT-OF-LAWS RULES).
SOLE MEMBER:
ENBRIDGE ENERGY COMPANY, INC.
By: /s/ XXX X. XXXXXXX
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Name: Xxx X. Xxxxxxx
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Title: President
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