6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 under

the Securities Exchange Act of 1934

For the month of May 2015

Commission File Number:  333-203859

TRANSCANADA TRUST

(Translation of Registrant’s Name into English)

450 — 1st Street S.W., Calgary, Alberta, T2P 5H1, Canada

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F o Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

The following documents are hereby filed with the Securities and Exchange Commission for the purpose of being and hereby are incorporated by reference into Registration Statement on Form F-10 (File No. 333-203859) of TransCanada PipeLines Limited and TransCanada Trust:

1.Assignment and Set-Off Agreement, dated as of May 20, 2015, among TransCanada Trust, TransCanada PipeLines Limited, TransCanada Corporation and CST Trust Company.

2.Share Exchange Agreement, dated as of May 20, 2015, among TransCanada Trust, TransCanada PipeLines Limited and CST Trust Company.

3.TCPL Subordinated Note Purchase Agreement, dated May 20, 2015, between TransCanada Trust and TransCanada PipeLines Limited.

4.Credit Agreement, dated May 19, 2015, between TransCanada Trust and TransCanada PipeLines Limited.

5.Subscription Agreement, dated May 19, 2015, between TransCanada Trust and TransCanada PipeLines Limited.

6.Trust Indenture, dated as of May 20, 2015, between TransCanada Trust and CST Trust Company, as trustee.

7.First Supplemental Indenture, dated as of May 20, 2015, between TransCanada PipeLines Limited, TransCanada Trust and CST Trust Company, as trustee, to the Trust Indenture, dated as of May 20, 2015, between TransCanada Trust and CST Trust Company, as trustee.

8.Subordinated Notes Trust Indenture, dated as of May 20, 2015, between TransCanada PipeLines Limited and Computershare Trust Company of Canada, as trustee.

9.First Supplemental Indenture, dated as of May 20, 2015, between TransCanada PipeLines Limited and Computershare Trust Company of Canada, as trustee, to the Subordinated Notes Trust Indenture, dated as of May 20, 2015, between TransCanada PipeLines Limited and Computershare Trust Company of Canada, as trustee.

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Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TRANSCANADA TRUST, by TRANSCANADA PIPELINES LIMITED, in its capacity as Administrative Agent
Date: May 21, 2015
	By:	/s/ Christine R. Johnston
		Name:	Christine R. Johnston
		Title:	Vice President, Law and Corporate Secretary

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EXHIBIT INDEX

4.1Assignment and Set-Off Agreement, dated as of May 20, 2015, among TransCanada Trust, TransCanada PipeLines Limited, TransCanada Corporation and CST Trust Company.

4.2Share Exchange Agreement, dated as of May 20, 2015, among TransCanada Trust, TransCanada PipeLines Limited and CST Trust Company.

4.3TCPL Subordinated Note Purchase Agreement, dated May 20, 2015, between TransCanada Trust and TransCanada PipeLines Limited.

4.4Credit Agreement, dated May 19, 2015, between TransCanada Trust and TransCanada PipeLines Limited.

4.5Subscription Agreement, dated May 19, 2015, between TransCanada Trust and TransCanada PipeLines Limited.

7.1Trust Indenture, dated as of May 20, 2015, between TransCanada Trust and CST Trust Company, as trustee.

7.2First Supplemental Indenture, dated as of May 20, 2015, between TransCanada PipeLines Limited, TransCanada Trust and CST Trust Company, as trustee, to the Trust Indenture, dated as of May 20, 2015, between TransCanada Trust and CST Trust Company, as trustee.

7.3Subordinated Notes Trust Indenture, dated as of May 20, 2015, between TransCanada PipeLines Limited and Computershare Trust Company of Canada, as trustee.

7.4First Supplemental Indenture, dated as of May 20, 2015, between TransCanada PipeLines Limited and Computershare Trust Company of Canada, as trustee, to the Subordinated Notes Trust Indenture, dated as of May 20, 2015, between TransCanada PipeLines Limited and Computershare Trust Company of Canada, as trustee.

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EX-4.1

Exhibit 4.1

EXECUTION VERSION

TRANSCANADA TRUST

- and -

TRANSCANADA PIPELINES LIMITED

- and -

TRANSCANADA CORPORATION

- and -

CST TRUST COMPANY

ASSIGNMENT AND SET-OFF AGREEMENT
Trust Notes - Series 2015-A

Dated as of May 20, 2015

TABLE OF CONTENTS

ARTICLE 1 DEFINITIONS AND INTERPRETATION		1
1.1	Definitions	1
1.2	Additional Definitions	6
1.3	Headings	6
1.4	Extended Meanings	6
1.5	Date of Any Action	6
1.6	Payments	6
1.7	References to Statutes	6
1.8	Currency References	6
1.9	Rights of Set-Off	6
1.10	Schedules	7
ARTICLE 2 TRUST		7
2.1	Establishment of Trust	7
ARTICLE 3 DEFERRAL EVENT SUBSCRIPTION		7
3.1	Creation and Grant of the Deferral Event Subscription	7
3.2	Issuance of TCPL Deferral Preferred Shares	8
3.3	Deferral Dates	8
3.4	TCPL Covenants	8
3.5	TCC Covenants	9
3.6	Ineligible Persons	10
3.7	Assignment, Set-Off and Related Procedures	10
3.8	Delivery Mechanics	12
ARTICLE 4 COVENANTS, REPRESENTATIONS AND WARRANTIES		12
4.1	Certain Representations	12
4.2	Notification of Certain Events	12
4.3	Qualification of TCPL Deferral Preferred Shares	13
4.4	TCPL Support	13
4.5	Capital Reorganizations and Amalgamations of TCPL	14
ARTICLE 5 INDENTURE TRUSTEE		14
5.1	Powers and Duties of Indenture Trustee	14
5.2	No Conflict of Interest	15
5.3	Dealings with Transfer Agents, Registrars and the Clearing Agency	15
5.4	Books and Records	16
5.5	Indemnification Prior to Certain Actions by Indenture Trustee	16
5.6	Actions by Holders	16

5.7	Reliance upon Declarations	17
5.8	Evidence and Authority to Indenture Trustee	17
5.9	Experts, Advisers and Agents	18
5.10	Investment of Money Held by or on behalf of Indenture Trustee	18
5.11	Indenture Trustee Not Required to Give Security	19
5.12	Indenture Trustee Not Bound to Act on Request	19
5.13	Authority to Carry on Business	19
5.14	Conflicting Claims	19
5.15	Acceptance of Bare Trust	20
5.16	Withholding Tax	20
5.17	Residency of Indenture Trustee	20
5.18	Tax Reports	20
5.19	Compliance with Privacy Legislation	21
5.20	Compliance with Anti-Money Laundering Legislation	21
ARTICLE 6 COMPENSATION		21
6.1	Fees and Expenses of Indenture Trustee	21
ARTICLE 7 INDEMNIFICATION AND LIMITATION OF LIABILITY		22
7.1	Indemnification of Indenture Trustee	22
7.2	Limitation of Liability	22
ARTICLE 8 CHANGE OF INDENTURE TRUSTEE		23
8.1	Resignation of Indenture Trustee	23
8.2	Removal of Indenture Trustee	23
8.3	Successor Indenture Trustee	23
8.4	Notice of Successor Indenture Trustee	24
ARTICLE 9 AMENDMENTS AND SUPPLEMENTAL AGREEMENTS		24
9.1	Ministerial Amendments	24
9.2	Meeting to Consider Amendments	24
9.3	Execution of Supplemental Agreements	25
ARTICLE 10 TERMINATION		25
10.1	Term	25
10.2	Survival of Agreement	25
ARTICLE 11 GENERAL		25
11.1	Severability	25
11.2	Enurement	26
11.3	Notices to Parties	26
11.4	Notice to Holders	27

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11.5	Risk of Payments by Post	27
11.6	Counterparts	27
11.7	Jurisdiction	27
11.8	Exclusion of Contractual Liability	27
11.9	Appointment of Administrative Agent	27

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ASSIGNMENT AND SET-OFF AGREEMENT

ASSIGNMENT AND SET-OFF AGREEMENT dated as of May 20, 2015,

AMONG:	TRANSCANADA TRUST (the “Trust”), a unit trust established under the laws of the Province of Ontario, by its administrative agent, TransCanada PipeLines Limited;
AND:	TRANSCANADA PIPELINES LIMITED (“TCPL”), a corporation existing under the laws of Canada;
AND:	TRANSCANADA CORPORATION (“TCC”), a corporation existing under the laws of Canada;
AND:	CST TRUST COMPANY (the “Indenture Trustee”), a trust company existing under the laws of Canada;

WHEREAS, on the date hereof the Trust has issued and outstanding voting trust units, all of which are owned by TCPL, and $750,000,000 aggregate principal amount of unsecured, subordinated Trust Notes — Series 2015-A due May 20, 2075, which are part of a series of subordinated unsecured debt obligations of the Trust with an authorized principal amount of up to $1,000,000,000 (the “Trust Notes — Series 2015-A”);

WHEREAS, TCPL wishes to grant the Deferral Event Subscription on the terms set forth in this Agreement;

WHEREAS, the Indenture Trustee, for and on behalf of the Holders, has been appointed pursuant to the Trust Indenture to irrevocably commit to the Deferral Event Subscription on the terms set forth in this Agreement;

WHEREAS, the parties to this Agreement desire to implement procedures whereby the Trust, TCPL and the Indenture Trustee will take all actions necessary to ensure that the Deferral Event Subscription is given proper effect;

WHEREAS, the parties to this Agreement desire to implement procedures whereby TCPL and TCC will take all actions necessary to ensure that the Dividend Stopper Undertaking is given proper effect; and

WHEREAS, these recitals and any statements of fact in this Agreement are made by TCPL and the Trust and not by the Indenture Trustee;

NOW, THEREFORE, in consideration of the respective covenants and agreements provided in this Agreement and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties agree as follows:

ARTICLE 1
DEFINITIONS AND INTERPRETATION

1.1Definitions

In this Agreement,

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“Administration Agreement” means the agreement between the Trust and TCPL dated the date hereof pursuant to which TCPL, or any successor thereto, will serve as administrative agent to the Trust, as amended from time to time.

“Administrative Agent” has the meaning ascribed thereto in the Administration Agreement.

“Affiliate” means, in respect of any Person, any other Person which, directly or indirectly, is in control of, is controlled by or is under common control with such Person; provided that the Trust and TCPL and its Affiliates shall be Affiliates for so long as TCPL and/or its Affiliates hold at least a majority of the voting trust units of the Trust.  For the purposes of this definition, a Person will be deemed to be “controlled by” another Person if such other Person possesses directly, or indirectly, power to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“Agreement” means this Assignment and Set-Off Agreement, including the Schedules, as amended, supplemented or restated from time to time; and the expressions “hereof”, “herein”, “hereto”, “hereunder”, “hereby” and similar expressions refer to this Agreement in its entirety and each schedule, and not to any particular Article, section, subsection or other part of this Agreement.

“Applicable Laws” means the Applicable Laws as defined in Section 4.3.

“Authorized Investments” has the meaning ascribed thereto in the Share Exchange Agreement.

“Automatic Exchange” has the meaning ascribed thereto in the Share Exchange Agreement.

“Automatic Exchange Event” has the meaning ascribed thereto in the Share Exchange Agreement.

“Business Day” means a day on which TCPL, the Trust and the Indenture Trustee are open for business in the City of Calgary, Alberta, other than a Saturday, Sunday or any statutory or civic holiday in the City of Toronto, Ontario, the City of Calgary, Alberta or the City of New York, New York.

“CBCA” means the Canada Business Corporations Act.

“Clearing Agency” means DTC and/or any other or additional organization that performs securities transfer, settlement, clearing and/or pledge services in relation to the Trust Notes — Series 2015-A or the TCPL Exchange Preferred Shares.

“Closing Date” means May 20, 2015.

“Declaration of Trust” means the Declaration of Trust dated as of September 16, 2014 governing the Trust, as it may be amended, supplemented or restated from time to time.

“Deferral Date” means an Interest Payment Date in respect of which a Deferral Event has occurred and is continuing.

“Deferral Event” means, in respect of an Interest Payment Date, either a Missed Dividend Deferral Event or an Other Deferral Event.

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“Deferral Event Notice” means the notice to be executed by TCPL in the form of Schedule B and delivered to the Indenture Trustee upon the occurrence of a Deferral Event.

“Deferral Event Subscription” means, in respect of a Deferral Event, the agreement created hereby among TCPL, each Holder of Trust Notes — Series 2015-A from time to time and the Indenture Trustee under which (i) subject to Section 3.6, TCPL undertakes to issue and transfer TCPL Deferral Preferred Shares to each Holder of Trust Notes — Series 2015-A who is entitled to receive a payment of interest on the Trust Notes — Series 2015-A on a Deferral Event, in each case in the number calculated in relation thereto in Section 3.3(a), and (ii) such Holder of Trust Notes — Series 2015-A, through the Indenture Trustee acting for and on its behalf, has irrevocably subscribed for and agreed to acquire such TCPL Deferral Preferred Shares for a purchase price equal to the Deferral Event Subscription Proceeds, in each case made and becoming effective at the times, on the basis, in the manner and subject to the terms contemplated in this Agreement.

“Deferral Event Subscription Proceeds” means, in respect of a Deferral Event, the subscription proceeds payable by a Holder of Trust Notes — Series 2015-A to TCPL in connection with a Deferral Event Subscription equal in the aggregate for the Holder to (i) the stated issue price of the applicable series of TCPL Deferral Preferred Shares, times (ii) the number of TCPL Deferral Preferred Shares (including fractional shares, if applicable) to be delivered to or in respect of the Holder (including for greater certainty to the Indenture Trustee if the Holder is an Ineligible Person) as calculated in relation thereto in Section 3.3(a).

“Deferral Event Subscription Proceeds Assignment” has the meaning ascribed thereto in Section 3.7(d).

“Dividend Declaration Resumption Month” means the month following the first day on which, after TCPL Deferral Preferred Shares have been issued, no TCPL Deferral Preferred Shares are outstanding, being the month in which TCPL and TCC may resume declaring dividends on the TCPL Dividend Restricted Shares and TCC Dividend Restricted Shares, respectively.

“Dividend Restricted Period” means the period from and including a Deferral Date to, but excluding, the first day of the applicable Dividend Declaration Resumption Month.

“Dividend Stopper Undertaking” means, collectively, (a) the covenants of TCPL set forth in Section 3.4(a) and (b) of this Agreement and (b) the covenants of TCC set forth in Section 3.5 of this Agreement.

“DTC” means the Depository Trust Company and its nominees or any successors.

“Extraordinary Resolution” means an extraordinary resolution passed in accordance with Article 9 of the Trust Indenture.

“Holders” means the registered holders, whether holding on their own account or on behalf of beneficial owners, from time to time, of Trust Notes — Series 2015-A or TCPL Deferral Preferred Shares, as applicable, or, where the context requires, all of such holders, except that for purposes of any withholding tax, Holders shall mean beneficial owners, from time to time, of Trust Notes — Series 2015-A or TCPL Deferral Preferred Shares, as applicable, or, where the context requires, all of such beneficial owners.

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“Indenture Trustee” means CST Trust Company, in its capacity as trustee under the Trust Indenture and as bare trustee and nominee hereunder, and includes any successor trustee as may be appointed from time to time and any permitted assigns thereof.

“Ineligible Person” means any Person whose address is in, or whom TCPL or the Trust or the Transfer Agent has reason to believe is a resident of, any jurisdiction other than Canada or the United States, in each case to the extent that the issuance or delivery by TCPL or the Trust to such Person upon a Deferral Event, of TCPL Deferral Preferred Shares would require TCPL or the Trust to take any action to comply with securities or analogous laws of that other jurisdiction.

“Interest Payment Date” means, prior to and including May 20, 2025, May 20 (other than May 20, 2015) and November 20 and, starting August 20, 2025, February 20, May 20, August 20 and November 20, of each year during which any Trust Notes — Series 2015-A are outstanding thereafter until May 20, 2075.

“Interest Period” means, initially, the period from and including the Closing Date to but excluding November 20, 2015 and thereafter from and including each Interest Payment Date to, but excluding, the next following Interest Payment Date.

“Missed Dividend Deferral Event” means the failure of TCPL, other than during a Dividend Restricted Period, to declare cash dividends on TCPL Preferred Shares, if any, consistent with TCPL’s dividend practice in effect from time to time with respect to TCPL Preferred Shares, in each case in the last 90 days preceding the commencement of the Interest Period ending on the day preceding the relevant Interest Payment Date.

“Other Deferral Event” means the election by TCPL, at its sole option, prior to the commencement of the Interest Period ending on the day preceding the relevant Interest Payment Date, that holders of Trust Notes — Series 2015-A apply interest paid on the Trust Notes on the relevant Interest Payment Date to acquire TCPL Deferral Preferred Shares.

“Person” is to be broadly interpreted and includes an individual, a corporation, a limited liability company, an unlimited liability company, a limited or general partnership, a trust, an unincorporated organization, a joint venture and any other organization, whether or not a legal entity, a government of a country or any political subdivision of a country or any agency or department of any such government and the executors, administrators or other legal representatives of a Person in such capacity.

“Privacy Laws” has the meaning ascribed thereto in Section 5.19.

“Series 2015-A Indenture” means the Trust Indenture, as supplemented by the supplemental indenture dated as of the Closing Date between the Trust, the Indenture Trustee and TCPL, providing for, inter alia, the creation and issuance of the Trust Notes — Series 2015-A, as the same may be amended, supplemented or restated from time to time.

“Series 2015-A Trust Estate” means collectively the rights and obligations of the Holders hereunder and pursuant hereto in respect of the Deferral Event Subscription, the Dividend Stopper Undertaking and the covenants of TCPL and TCC contained in this Agreement and all money and other rights or assets that may be held from time to time by the Indenture Trustee as bare trustee and nominee pursuant to this Agreement.

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“Share Exchange Agreement” means the Share Exchange Agreement dated the date hereof among the Trust, TCPL and the Exchange Trustee, as amended from time to time.

“Tax Act” means the Income Tax Act (Canada).

“TCC” means TransCanada Corporation and its successors and assigns.

“TCC Common Shares” means the common shares of TCC.

“TCC Dividend Restricted Shares” means, collectively, any TCC Preferred Shares or, if no TCC Preferred Shares are then outstanding, the TCC Common Shares.

“TCC Preferred Shares” means collectively all of the preferred shares of TCC.

“TCPL” means TransCanada PipeLines Limited and its successors and assigns.

“TCPL Common Shares” means the common shares of TCPL.

“TCPL Deferral Preferred Share Provisions” means the series rights, privileges, restrictions and conditions attaching to TCPL Deferral Preferred Shares as set forth in Schedule A.

“TCPL Deferral Preferred Shares” means the first preferred shares of TCPL of each series issued to holders of Trust Notes from time to time in connection with the Deferral Event corresponding to such series, each of which series will be separately identified and provide for the TCPL Deferral Preferred Share Provisions subject to the specific terms that relate to the such series.

“TCPL Dividend Restricted Shares” means, collectively, any TCPL Preferred Shares or, if no TCPL Preferred Shares are then outstanding, the TCPL Common Shares.

“TCPL Exchange Preferred Shares” means the applicable series of first preferred shares issued by TCPL following an Automatic Exchange under the Share Exchange Agreement.

“TCPL Preferred Shares” means collectively all of the preferred shares of TCPL (including the TCPL Exchange Preferred Shares and TCPL Deferral Preferred Shares).

“TCPL Sub Note — Series 2015-A” means the junior subordinated notes Series 2015-A issued by TCPL to the Trust (in an initial principal amount, on the date hereof, of $750,000,000).

“Transfer Agent” means the transfer agent from time to time for TCPL Deferral Preferred Shares.

“Trust Indenture” means the Trust Indenture dated as of the Closing Date and entered into between the Trust and the Indenture Trustee, as it may be amended, supplemented or restated from time to time.

“Trust Notes” means the Trust Notes — Series 2015-A and any other instruments representing subordinated unsecured debt obligations of the Trust as may be issued and outstanding under the Series 2015-A Indenture from time to time.

“Trust Notes - Series 2015-A” has the meaning ascribed thereto in the recitals to this Agreement.

5

“Trust Notes — Series 2015-A Provisions” means the rights, privileges, restrictions and conditions attaching to the Trust Notes — Series 2015-A, as set forth in the Series 2015-A Indenture.

“Trustee” means Valiant Trust Company, the trustee of the Trust, and includes any successor to it which may become trustee of the Trust in accordance with Section 7.4 of the Declaration of Trust.

1.2Additional Definitions

In addition, unless the context otherwise requires, the definitions in the Declaration of Trust and the Series 2015-A Indenture apply to this Agreement.

1.3Headings

The division of this Agreement into Articles, Sections and subsections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

1.4Extended Meanings

In this Agreement words importing the singular number only shall include the plural and vice versa, and words importing gender include all genders.

1.5Date of Any Action

If any date on which any action is required to be taken under this Agreement is not a Business Day, such action will be required to be taken on the next succeeding Business Day.

1.6Payments

All payments to be made hereunder shall be made without interest and less any tax required by law to be deducted and withheld as provided under Section 5.16.

1.7References to Statutes

Unless expressly stated otherwise, a reference to any statute shall be deemed to be a reference to that statute as in force from time to time, including any regulations, rules, policy statements, instruments or guidelines made under that statute, and to include any statute which may be enacted in substitution of that statute.

1.8Currency References

All references to dollar ($) amounts shall, unless otherwise expressly indicated herein, be to United States dollars.

1.9Rights of Set-Off

Each party may set-off against amounts owing by it hereunder to another Person any amounts owing or accruing due by such Person to it or any of its Affiliates, without duplication.

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1.10Schedules

The following Schedules form an integral part of this Agreement:

Schedule A	-	TCPL Deferral Preferred Share Provisions; and
Schedule B	-	Deferral Event Notice

ARTICLE 2
TRUST

2.1Establishment of Trust

The Indenture Trustee shall hold the Series 2015-A Trust Estate as bare trustee and nominee in order to enable the Indenture Trustee to exercise the rights and enforce the obligations thereunder, and shall hold the other rights granted in or resulting from the Indenture Trustee being a party to this Agreement in order to enable the Indenture Trustee to exercise or enforce such rights, in each case as bare trustee and nominee for and on behalf of the Holders of Trust Notes — Series 2015-A, as provided in this Agreement.  Except where the context otherwise requires, all references to the Indenture Trustee hereunder shall be to the Indenture Trustee in its capacity as bare trustee and nominee for and on behalf of the Holders of Trust Notes — Series 2015-A.

ARTICLE 3
DEFERRAL EVENT SUBSCRIPTION

3.1Creation and Grant of the Deferral Event Subscription

(a)TCPL hereby grants the Deferral Event Subscription together with its undertaking to, and covenants in favour of, the Indenture Trustee, as bare trustee and nominee for and on behalf of, and for the use and benefit of, the Holders of Trust Notes — Series 2015-A, to give effect to the Deferral Event Subscription in accordance with and subject to the Trust Notes — Series 2015-A Provisions and the provisions of this Agreement. TCPL hereby acknowledges receipt from the Indenture Trustee, as bare trustee and nominee for and on behalf of the Holders of Trust Notes — Series 2015-A, of good and valuable consideration for such grant and covenant and the sufficiency thereof.

(b)The Indenture Trustee, for and on behalf of the Holders of Trust Notes — Series 2015-A, hereby grants its undertaking to, and covenants in favour of, TCPL to give effect to the Deferral Event Subscription in accordance with and subject to the Trust Notes — Series 2015-A Provisions and the provisions of this Agreement. The Indenture Trustee, for and on behalf of the Holders of Trust Notes — Series 2015-A, hereby acknowledges receipt from TCPL of good and valuable consideration for such grant and covenant and the sufficiency thereof.

(c)During the term of the trust created under this Agreement and subject to the terms and conditions of the Trust Notes — Series 2015-A Provisions and this Agreement, the Indenture Trustee shall possess and be vested with full legal right, entitlement and ownership to the rights arising from TCPL’s grant and covenant under Section 3.1(a) and the full power and authority of the Holders pursuant to and in accordance with the Trust Notes — Series 2015-A Provisions to perform the undertaking and covenant under Section 3.1(b).  The Indenture Trustee shall be entitled to exercise all of the related rights, privileges and powers of, under and with respect to the grant and covenant under

7

Section 3.1(a), and to give effect to and perform the grant and covenant under Section 3.1(b), provided that the Indenture Trustee shall:

(i)hold the Deferral Event Subscription rights and the legal title thereto as bare trustee and nominee for and solely for the use and benefit of the Holders of Trust Notes — Series 2015-A and TCPL in accordance with and subject to the Trust Notes — Series 2015-A Provisions and this Agreement;

(ii)give effect to the Deferral Event Subscription in compliance with and subject to the Trust Notes — Series 2015-A Provisions and this Agreement; and

(iii)except as specifically authorized by this Agreement, have no power or authority to exercise or otherwise deal in or with the Deferral Event Subscription rights, and the Indenture Trustee shall not exercise any related rights for any purpose, in each case other than pursuant to this Agreement.

3.2Issuance of TCPL Deferral Preferred Shares

(a)A new series of TCPL Deferral Preferred Shares shall be issued by TCPL in respect of each Deferral Date.

(b)TCPL shall not at any time issue TCPL Deferral Preferred Shares except in accordance with the Series 2015-A Indenture.

3.3Deferral Dates

(a)On each Deferral Date, interest payable on the Trust Notes — Series 2015-A on such Deferral Date to a particular Holder of Trust Notes — Series 2015-A shall be applied on behalf of holders of Trust Notes — Series 2015-A to acquire a new series of TCPL Deferral Preferred Shares, at a stated issue price of $1,000 per share, in accordance with the assignment and set-off procedures set forth in Section 3.7 hereof.  A new series of TCPL Deferral Preferred Shares shall be issued by TCPL in respect of each Deferral Date.  The number of applicable TCPL Deferral Preferred Shares (including fractional shares, if applicable) subscribed for by a Holder of Trust Notes — Series 2015-A shall equal (i) the amount of the interest payment on the Trust Notes — Series 2015-A that has not been paid in cash to such Holder on the Deferral Date, divided by (ii) the stated issue price of the applicable series of TCPL Deferral Preferred Shares.

(b)Whether or not a Deferral Event has occurred in respect of a particular Interest Payment Date shall be determined by TCPL in accordance with Section 3.7 prior to the commencement of the Interest Period ending on the day immediately preceding such Interest Payment Date.  There shall be no limit on the number of times that Deferral Events may occur.

3.4TCPL Covenants

So long as any Trust Notes — Series 2015-A are outstanding and are held by any Person other than TCPL or its Affiliates, TCPL covenants as follows for the benefit of the Holders of Trust Notes — Series 2015-A:

8

(a)if a Deferral Event has occurred and is continuing, TCPL shall not, during the applicable Dividend Restricted Period, declare dividends of any kind on any of the TCPL Dividend Restricted Shares;

(b)if a Deferral Event has occurred and is continuing, TCPL shall not make, and shall ensure that no subsidiary of TCPL makes, in each case during the applicable Dividend Restricted Period, any payment to holders of TCPL Dividend Restricted Shares in respect of dividends not declared or paid by TCPL (other than, for greater certainty, accrued and unpaid dividends on TCPL Deferral Preferred Shares that are redeemed) and TCPL shall not redeem any TCPL Dividend Restricted Shares other than TCPL Deferral Preferred Shares (which, for greater certainty, may be redeemed), and shall not, and shall ensure that no subsidiary shall, in each case during the applicable Dividend Restricted Period, purchase any TCPL Dividend Restricted Shares;

(c)TCPL shall not create or issue any preferred shares of TCPL which, in the event of insolvency or winding-up of TCPL, would rank in right of payment in priority to the TCPL Deferral Preferred Shares;

(d)prior to the issuance of any TCPL Deferral Preferred Shares in respect of a Deferral Event, TCPL shall not, without the prior approval of Holders of Trust Notes — Series 2015-A by Extraordinary Resolution, amend, delete or vary any of the rights, privileges, restrictions and conditions attaching to the TCPL Deferral Preferred Shares other than amendments, deletions or variations which do not negatively impact future holders of TCPL Deferral Preferred Shares and other than amendments that relate to the preferred shares of TCPL as a class; and

(e)TCPL shall not assign or otherwise transfer its obligations under this Agreement, except in the case of a merger, consolidation, amalgamation or reorganization or sale of substantially all of the assets of TCPL.

3.5TCC Covenants

So long as any Trust Notes — Series 2015-A are outstanding and are held by any Person other than TCC, TCPL or their Affiliates, TCC covenants as follows for the benefit of the Holders of Trust Notes — Series 2015-A:

(a)if a Deferral Event has occurred and is continuing, TCC shall not, during the applicable Dividend Restricted Period, declare dividends of any kind on any of the TCC Dividend Restricted Shares; and

(b)if a Deferral Event has occurred and is continuing, TCC shall not make, and shall ensure that no subsidiary of TCC makes, in each case during the applicable Dividend Restricted Period, any payment to holders of TCC Dividend Restricted Shares or TCPL Dividend Restricted Shares in respect of dividends not declared or paid on such shares (other than, for greater certainty, accrued and unpaid dividends on TCPL Deferral Preferred Shares that are redeemed) and TCC shall not redeem any TCC Dividend Restricted Shares and shall not, and shall ensure that no subsidiary of TCC shall, in each case during the applicable Dividend Restricted Period, purchase any TCC Dividend Restricted Shares or TCPL Dividend Restricted Shares.

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3.6Ineligible Persons

As set out in the Series 2015-A Indenture, upon a Deferral Event, TCPL reserves the right not to issue TCPL Deferral Preferred Shares to any Ineligible Person.  In those circumstances, TCPL will issue to the Indenture Trustee, and the Indenture Trustee will hold, all TCPL Deferral Preferred Shares that would otherwise be delivered to Ineligible Persons, and the Indenture Trustee will deliver such shares to a broker retained by TCPL for the purpose of effecting the sale (to Persons other than TCPL, its Affiliates and other Ineligible Persons) of such shares on behalf of such Ineligible Persons.  Such sales, if any, may be made at any time and at any price and none of the Trust, the Indenture Trustee or TCPL will be subject to any liability for failing to sell such TCPL Deferral Preferred Shares on behalf of any such Ineligible Persons or at any particular price on any particular day.  The net proceeds received by the Indenture Trustee from the sale of any such TCPL Deferral Preferred Shares will be divided among the Ineligible Persons in proportion to the number of TCPL Deferral Preferred Shares (including fractional shares, if applicable) that would otherwise have been delivered to them, after deducting the costs of sale and any applicable withholding taxes.  The Indenture Trustee shall make payment of the aggregate net proceeds to the Clearing Agency (if the Trust Notes — Series 2015-A are then held in the Book-Entry System) or to the registrar and transfer agent (in all other cases) for distribution to such Ineligible Persons in accordance with customary practices and procedures of the Clearing Agency, or otherwise.

3.7Assignment, Set-Off and Related Procedures

In connection with the occurrence of any Deferral Event, and in respect of the related Deferral Date, the following provisions shall apply:

(a)TCPL shall notify the Indenture Trustee and the Trust at least 5 Business Days prior to the Interest Payment Date on which the Deferral Event will or is expected to occur and be continuing;

(b)the Trust shall calculate the sum of all of the Deferral Event Subscription Proceeds in respect of each related Deferral Event Subscription for all Holders of Trust Notes — Series 2015-A (for greater certainty, regardless of whether they are Ineligible Persons as of the Deferral Date), and the Trust shall advise the Indenture Trustee of such aggregate amount;

(c)as a precondition to the delivery of any certificate or other evidence of issuance representing any TCPL Deferral Preferred Shares or related rights following a Deferral Event, TCPL may require the Trust to obtain from any Holder of Trust Notes — Series 2015-A (and persons holding Trust Notes — Series 2015-A represented by such Holder of Trust Notes — Series 2015-A) a declaration, in form and substance satisfactory to TCPL, confirming compliance with any applicable regulatory requirements to establish that such Holder of Trust Notes — Series 2015-A is not, and does not represent, an Ineligible Person;

(d)TCPL hereby assigns, transfers and conveys to the Trust all of its right, title and interest in the Deferral Event Subscription Proceeds in respect of such Deferral Date payable to TCPL in connection with the Deferral Event Subscription in respect of such Deferral Date (the “Deferral Event Subscription Proceeds Assignment”);

(e)the interest payable to the Trust by TCPL on such Deferral Date pursuant to the TCPL Sub Note — Series 2015-A shall be and be deemed to have been satisfied to the extent of an amount equal to the aggregate Deferral Event Subscription Proceeds payable by the

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Holders of Trust Notes — Series 2015-A in connection with the TCPL Deferral Preferred Shares to be issued on such Deferral Date pursuant to the Deferral Event Subscription Proceeds Assignment and TCPL shall only be required to pay cash to the Trust in an amount equal to the excess of the interest payable by TCPL pursuant to the TCPL Sub Note — Series 2015-A on such Deferral Date over the amount of such Deferral Event Subscription Proceeds;

(f)the Indenture Trustee, on behalf of Holders of Trust Notes — Series 2015-A, hereby agrees, without any further action being required by the Holders of Trust Notes — Series 2015-A, the Trust or TCPL, that the right of the Holders of Trust Notes — Series 2015-A to receive interest thereon in respect of such Deferral Date shall automatically be set off against the obligation of the Holders of Trust Notes — Series 2015-A to pay the cash subscription price for the Deferral Preferred Shares to the Trust corresponding to the applicable Deferral Event Subscription Proceeds, and the Holders of Trust Notes — Series 2015-A shall not be required to pay such subscription prices in cash; and

(g)for greater certainty, the parties agree that on each Deferral Date the application and effect of paragraphs (d), (e) and (f) of this Section 3.7 shall, for all purposes, constitute the satisfaction in full to the extent contemplated of the following obligations following the occurrence of a Deferral Event: (i) TCPL’s obligation to make the payments to the Trust under the TCPL Sub Note — Series 2015-A in accordance with the terms thereof in respect of such Deferral Date; (ii) the Trust’s obligation to pay interest payable on the Trust Notes — Series 2015-A to the Indenture Trustee as bare trustee for and on behalf of the Holders of the Trust Notes — Series 2015-A in respect of such Deferral Date; (iii) the Indenture Trustee’s obligation as bare trustee for and on behalf of the Holders of the Trust Notes — Series 2015-A to pay the interest received from the Trust to the Holders of the Trust Notes — Series 2015-A in respect of such Deferral Date; (iv) the Indenture Trustee’s obligation to exercise as bare trustee for and on behalf of the Holders of the Trust Notes — Series 2015-A the Deferral Event Subscription right and acquire as bare trustee for and on behalf of the Holders of the Trust Notes — Series 2015-A the TCPL Deferral Preferred Shares in respect of such Deferral Date; and (v) acknowledged receipt from TCPL that the TCPL Deferral Preferred Shares issuable pursuant to the Deferral Event Subscription have been fully paid for; provided, however, that TCPL’s obligation to issue the TCPL Deferral Preferred Shares to the Holders of the Trust Notes — Series 2015-A shall not be satisfied in full until such time as TCPL has issued such TCPL Deferral Preferred Shares to the Holders of Trust Notes — Series 2015-A in accordance with the terms hereof.

(h)TCPL shall promptly create, issue and (subject to Section 4.3) distribute such number of TCPL Deferral Preferred Shares (including fractional shares, if applicable), with a stated issue price of $1,000 per share, as are issuable pursuant to the Deferral Event Subscription;

(i)TCPL shall transfer and deliver to each Holder of Trust Notes — Series 2015-A who has not been identified by the Trust as an Ineligible Person pursuant to paragraph (c), from among the TCPL Deferral Preferred Shares issued in accordance with paragraph (h), a number of TCPL Deferral Preferred Shares (including fractional shares, if applicable) calculated in respect of the Holder by dividing (x) the interest amount payable in respect of such Holder’s Trust Notes — Series 2015-A on the applicable Deferral Date, by (y) the stated issue amount of the Deferral Preferred Share issued by TCPL; and

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(j)TCPL shall transfer and deliver to the Indenture Trustee, in respect of each Holder of Trust Notes — Series 2015-A who has been identified by the Trust as an Ineligible Person pursuant to paragraph (c), from among the TCPL Deferral Preferred Shares issued in accordance with clause (h), a number of TCPL Deferral Preferred Shares (including fractional shares, if applicable) calculated in respect of the Holder by dividing (x) the interest amount payable in respect of such Holder’s Trust Notes — Series 2015-A on the applicable Deferral Date, by (y) the stated issue amount of the Deferral Preferred Share issued by TCPL, and the Indenture Trustee shall sell such Deferral Preferred Shares and distribute the net proceeds thereof as contemplated in Section 3.6.

This Section 3.7 shall constitute the irrevocable and unconditional authority, consent and direction by each Holder of the Trust Notes — Series 2015-A to the Indenture Trustee to agree to the provisions contained in this Section 3.7 and shall constitute good and sufficient authority for the Indenture Trustee to act in accordance herewith without any requirement for notice or further action on the part of any such Holder.

3.8Delivery Mechanics

Promptly upon the occurrence of a Deferral Event, TCPL shall provide the Trustee with an executed Deferral Event Notice.  On the Deferral Date to which the Deferral Event Notice relates, TCPL shall issue the aggregate number of TCPL Deferral Preferred Shares (including fractional shares, if applicable) upon payment of the subscription price in accordance with Section 3.7. If the Trust Notes — Series 2015-A are then held in the Book-Entry System of the Clearing Agency, TCPL shall deliver to the Clearing Agency a global certificate representing the TCPL Deferral Preferred Shares, registered in the name of the Clearing Agency or its designated nominee as the Clearing Agency may direct for credit to the accounts of participants in the Clearing Agency’s Book-Entry System holding Trust Notes — Series 2015-A, as at the Deferral Date in respect of which the Deferral Event Notice was delivered, in accordance with their respective interests therein.  In the event that the Trust Notes — Series 2015-A are then held in definitive registered form through physical certificates, TCPL shall promptly arrange for delivery to those Persons who were Holders of Trust Notes — Series 2015-A as at the close of business on the relevant Deferral Date of physical certificates representing the requisite number of such TCPL Deferral Preferred Shares at the last address of such Holders as shown on the register for the Trust Notes - Series 2015-A.

ARTICLE 4
COVENANTS, REPRESENTATIONS AND WARRANTIES

4.1Certain Representations

TCPL hereby represents, warrants and covenants that it has: (i) authorized for issuance and will, at all times, keep available, free from pre-emptive and other rights, out of its authorized and unissued share capital, such number of TCPL Deferral Preferred Shares as may be required to enable TCPL to meet its obligations hereunder; and (ii) taken all necessary corporate action to enable TCPL to issue TCPL Deferral Preferred Shares in connection with the Deferral Events.

4.2Notification of Certain Events

In order to assist TCPL and the Indenture Trustee to comply with their respective obligations hereunder, the Trust shall give TCPL and the Indenture Trustee notice of each of the following events at the times set forth below:

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(a)any determination by the Trust to institute voluntary termination proceedings with respect to the Trust or to effect any other distribution of the assets of the Trust among its security holders for the purpose of winding-up its affairs, at least 60 days prior to the proposed effective date of such termination;

(b)immediately, upon the earlier of: (i) receipt by the Trust of notice of; and (ii) the Trust otherwise becoming aware of, any threatened or instituted claim, suit, petition or other proceedings with respect to the involuntary termination of the Trust or to effect any other distribution of the assets of the Trust among its security holders for the purpose of winding-up its affairs;

(c)immediately upon any failure by the Trust to pay all or any part of the interest on the Trust Notes — Series 2015-A on any Interest Payment Date; and

(d)immediately upon the Trust making any determination to exercise any rights to redeem Trust Notes — Series 2015-A.

4.3Qualification of TCPL Deferral Preferred Shares

TCPL covenants that if any TCPL Deferral Preferred Shares to be issued and delivered hereunder or pursuant to the TCPL Deferral Preferred Share Provisions or the Trust Notes — Series 2015-A Provisions require registration or qualification with or approval of or the filing of any document, including any prospectus or similar document, or the taking of any proceeding with or the obtaining of any order, ruling, approval or consent from any governmental or regulatory authority under any Canadian or United States federal or provincial or state, as applicable, law or regulation or pursuant to the rules and regulations of any Canadian or United States regulatory authority or the fulfilment of any other legal requirement (collectively, the “Applicable Laws”) before such TCPL Deferral Preferred Shares may be issued and delivered by TCPL to the Holders in connection with a Deferral Event, or in order that such TCPL Deferral Preferred Shares may be freely traded thereafter (except for any restrictions on ownership or transfer by reason of any Holder of TCPL Deferral Preferred Shares being a “control person” of TCPL for purposes of Canadian securities laws or by reason of any TCPL Deferral Preferred Shares being “control securities” for the purposes of United States securities laws), TCPL shall, in good faith, expeditiously take all such actions and do all such things as are necessary to cause such TCPL Deferral Preferred Shares to be duly registered, qualified or approved as and to the extent required for such purpose pursuant to Applicable Laws. TCPL represents and warrants that it has taken all actions and done all things as are necessary under Applicable Laws as they exist on the date hereof to cause the TCPL Deferral Preferred Shares to be issued and delivered in accordance with the provisions of this Agreement, the TCPL Deferral Preferred Share Provisions and the Trust Notes — Series 2015-A Provisions and to be freely tradable thereafter by the initial holder thereof, subject to the exceptions referred to above in this Section 4.3; provided, however, that a failure to take such actions or to do such things shall not affect, reduce or modify in any way the effectiveness of the Deferral Event Subscription as of the Deferral Date.

4.4TCPL Support

So long as any Trust Notes — Series 2015-A or TCPL Deferral Preferred Shares are outstanding, TCPL shall perform all of the obligations to be performed by it hereunder in connection with the TCPL Deferral Preferred Share Provisions and the Deferral Event Subscription, as applicable, and shall exercise all of its rights with respect thereto in accordance with the Declaration of Trust, the Trust Indenture and the terms of this Agreement. All TCPL Deferral Preferred Shares issued to Holders of Trust Notes — Series 2015-A, pursuant to the Deferral Event Subscription shall be duly issued as fully paid and non-assessable shares in the capital of TCPL, free of pre-emptive rights and shall be free and clear of any lien,

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claim, encumbrance, security interest or adverse claim. Without limiting the generality of the immediately preceding sentence, TCPL covenants that it shall, in a timely manner, transfer or arrange to transfer to such account in the Book-Entry System as the Indenture Trustee may direct, from time to time, the appropriate number of TCPL Deferral Preferred Shares (including fractional shares, if applicable), and supply the Indenture Trustee with duly executed share certificates, as applicable, so as to enable the exercise, from time to time, of the Deferral Event Subscription or the TCPL Deferral Preferred Share Provisions, as the case may be, in accordance with the Trust Notes — Series 2015-A Provisions, the TCPL Deferral Preferred Share Provisions and the provisions of this Agreement.

4.5Capital Reorganizations and Amalgamations of TCPL

In the event of a capital reorganization, consolidation, merger or amalgamation or sale of substantially all of the assets of TCPL or comparable transaction affecting the TCPL Deferral Preferred Shares, TCPL covenants to take all necessary action to ensure that the Indenture Trustee or Holders of Trust Notes — Series 2015-A, as the case may be, receive, pursuant to the Deferral Event Subscription, after such capital reorganization, consolidation, merger, amalgamation, sale of substantially all assets or comparable transaction, the number of TCPL Deferral Preferred Shares (including fractional shares, if applicable) or other securities or consideration of TCPL or an entity resulting, surviving or continuing from the capital reorganization, consolidation, merger, amalgamation, sale of substantially all assets or comparable transaction that the Indenture Trustee or such Holders of Trust Notes — Series 2015-A would have received if the Deferral Event occurred immediately prior to the record date of the capital reorganization, consolidation, merger, amalgamation, sale of substantially all assets or comparable transaction.

ARTICLE 5
INDENTURE TRUSTEE

5.1Powers and Duties of Indenture Trustee

In addition to and without limiting the Trust Indenture, the rights, powers, duties and authorities of the Indenture Trustee under this Agreement, in its capacity as Indenture Trustee, are as follows:

(a)receiving and holding each Deferral Event Subscription and TCPL’s undertaking and covenant in relation to each Deferral Event Subscription as bare trustee and nominee and effecting the Holders’ undertaking and covenant in relation to each Deferral Event Subscription for and on behalf of each applicable Holder, in each case in accordance with the provisions of this Agreement;

(b)acting for and on behalf of the Holders of Trust Notes — Series 2015-A to implement and give effect to the undertaking and covenant of the Holders with respect to the Deferral Event Subscription;

(c)enforcing the benefit of and giving effect to the Deferral Event Subscription rights in accordance with the Trust Notes — Series 2015-A Provisions and this Agreement and, in connection therewith, distributing or causing to be distributed to the applicable Holders TCPL Deferral Preferred Shares and cheques, if any, to which such Holders may become entitled hereunder in connection with a Deferral Event;

(d)holding and administering the Series 2015-A Trust Estate in accordance with the terms of this Agreement;

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(e)investing any money forming, from time to time, part of the Series 2015-A Trust Estate as provided in this Agreement;

(f)subject to this Article 5, taking action at the direction of any Holder to enforce the obligations of the Trust or TCPL under this Agreement; and

(g)taking such other actions and doing such other things as are specifically provided for in this Agreement.

In the exercise of such rights, powers, duties and authorities, the Indenture Trustee shall have (and is granted) such incidental and additional rights, powers and authority not in conflict with any of the provisions of this Agreement, the Trust Notes — Series 2015-A Provisions and the TCPL Deferral Preferred Share Provisions relating to the Indenture Trustee as are reasonably required for the Indenture Trustee to carry out its duties under this Agreement. Any exercise of such discretionary rights, powers and authorities by the Indenture Trustee shall be final, conclusive and binding upon all Persons. For greater certainty, with respect to the Trust Notes — Series 2015-A and the TCPL Deferral Preferred Shares, the Indenture Trustee shall have only those duties as are set out specifically in this Agreement. The Indenture Trustee, in exercising its rights, powers, duties and authorities hereunder, shall act honestly and in good faith with a view to the best interests of the Holders and shall exercise the care, diligence and skill that a reasonably prudent trustee, nominee and agent would exercise in comparable circumstances. The Indenture Trustee shall not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall be specifically required to do so under the terms hereof; nor shall the Indenture Trustee be required to take any notice of, or to do or to take any act, action or proceeding as a result of any default or breach of any provision hereunder, unless and until notified in writing of such default or breach, which notice shall specify the default or breach desired to be brought to the attention of the Indenture Trustee and in the absence of such notice the Indenture Trustee may for all purposes of this Agreement conclusively assume that no default or breach has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained in this Agreement.

5.2No Conflict of Interest

The Indenture Trustee represents to the Trust and TCPL that, at the date of execution and delivery of this Agreement, there exists no material conflict of interest in the role of the Indenture Trustee as a fiduciary hereunder. The Indenture Trustee shall, within 90 days after it becomes aware that such a material conflict of interest exists, either eliminate such material conflict of interest or resign in the manner and with the effect specified in Article 8. If, notwithstanding the foregoing provisions of this Section 5.2, the Indenture Trustee has such a material conflict of interest, the validity and enforceability of this Agreement shall not be affected in any manner whatsoever by reason only of the existence of such material conflict of interest. If the Indenture Trustee contravenes the foregoing provisions of this Section 5.2, any interested party may apply to the Superior Court of Justice (Ontario) for an order that the Indenture Trustee be replaced as bare trustee and nominee under this Agreement.

5.3Dealings with Transfer Agents, Registrars and the Clearing Agency

In addition to and without limiting the Trust Indenture, the Trust and TCPL severally and irrevocably authorize the Indenture Trustee, from time to time, to:

(a)consult, communicate and otherwise deal with the Trustee and the respective registrars and transfer agents, and any such subsequent registrar or transfer agent, of the Trust Notes — Series 2015-A and TCPL Deferral Preferred Shares;

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(b)if applicable, consult, communicate and otherwise deal with the Clearing Agency; and

(c)requisition, from time to time, from such registrar or transfer agent or the Clearing Agency any information readily available from the records maintained by any such entity which the Indenture Trustee may reasonably require for the discharge of its duties and responsibilities under the Trust Notes — Series 2015-A Provisions, the TCPL Deferral Preferred Share Provisions and this Agreement.

5.4Books and Records

The Indenture Trustee shall keep available for inspection by TCPL and the Trust, at the Indenture Trustee’s principal office in Calgary, Alberta, correct and complete books and records of account relating to the Indenture Trustee’s actions under this Agreement. On or before March 1 in every year, the Indenture Trustee shall transmit to TCPL and the Trust a brief report, dated as of December 31 in the immediately preceding year, with respect to: (i) the Series 2015-A Trust Estate as of that date; and (ii) all other actions taken by the Indenture Trustee in the performance of its duties under this Agreement which it had not previously reported.

5.5Indemnification Prior to Certain Actions by Indenture Trustee

Notwithstanding any other provision of this Agreement, and in addition to and without limiting the Trust Indenture, the Indenture Trustee shall only be required to exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement at the written request, order or direction of any Holder upon such Holder furnishing to the Indenture Trustee reasonable funds, security and indemnity satisfactory to the Indenture Trustee, acting reasonably, against the costs, expenses and liabilities that may be incurred by the Indenture Trustee therein or thereby, provided that no Holder will be obligated to furnish to the Indenture Trustee any such funding, security or indemnity in connection with the exercise, but not the enforcement, by the Indenture Trustee of any of its rights, duties, powers and authorities vested in it by this Agreement. None of the provisions contained in this Agreement shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties or authorities under this Agreement nor limits the Indenture Trustee, acting reasonably, from requesting an indemnity, before any exercise or enforcement of rights.  In addition, the Indenture Trustee shall disburse funds only to the extent that funds have been deposited with it.

5.6Actions by Holders

No Holder shall have the right to institute any action, suit or proceeding or to exercise any other remedy authorized by this Agreement for the purpose of enforcing any of its rights or for the execution of any trust, power or obligation hereunder unless the Holder has requested in writing the Indenture Trustee to take or institute such action, suit or proceeding and, subject to Section 5.5, furnished the Indenture Trustee with the funding, security and indemnity referred to in Section 5.5, and the Indenture Trustee shall have failed to act within a reasonable time thereafter. In such case, but not otherwise, the Holder shall be entitled to take proceedings in any court of competent jurisdiction, it being understood and intended that no one or more Holders shall have any right in any manner whatsoever to affect, disturb or prejudice the rights hereby created by any such action, or to enforce any right hereunder, except subject to the conditions and in the manner herein provided, and that all powers and trusts hereunder shall be exercised and all proceedings at law shall be instituted, had and maintained by the Indenture Trustee, except only as herein provided, and in any event for the benefit of all Holders.

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5.7Reliance upon Declarations

Without limiting the Trust Indenture, the Indenture Trustee shall not be considered to be in contravention of any of its rights, powers, duties and authorities hereunder if, when required, it acts and relies in good faith upon written notices, statutory declarations, certificates, opinions, reports or other papers or documents furnished pursuant to the provisions hereof, the Trust Notes — Series 2015-A Provisions or the TCPL Deferral Preferred Share Provisions or required by the Indenture Trustee to be furnished to it in the exercise of its rights, powers, duties and authorities hereunder and such notices, statutory declarations, certificates, opinions, reports or other papers or documents comply with this Agreement, nor shall the Indenture Trustee be responsible for relying on the accuracy of the information contained in any such document provided it honestly and in good faith believes such information to be correct. The Indenture Trustee shall not be responsible or liable in any manner for the sufficiency, genuineness, correctness or validity of any security deposited with it.

5.8Evidence and Authority to Indenture Trustee

Without limiting the Trust Indenture, the Trust and/or TCPL shall furnish to the Indenture Trustee evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by the Trust and/or TCPL or the Indenture Trustee under this Agreement, the Trust Notes — Series 2015-A Provisions, the TCPL Deferral Preferred Share Provisions or as a result of any obligation or duty imposed under this Agreement, the Trust Notes — Series 2015-A Provisions or the TCPL Deferral Preferred Share Provisions, including in respect of the Deferral Event Subscription and the taking of any other action to be taken by the Indenture Trustee, at the request of or on the application of the Trust and/or TCPL forthwith if and when:

(a)such evidence is required by any other provision of this Agreement, the Trust Notes — Series 2015-A Provisions or the TCPL Deferral Preferred Share Provisions to be furnished to the Indenture Trustee in accordance with this Section 5.8; or

(b)the Indenture Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, the Trust Notes — Series 2015-A Provisions or the TCPL Deferral Preferred Share Provisions, gives the Trust and/or TCPL written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice.

Such evidence shall consist of a certificate signed by TCPL and/or by or on behalf of the Trust by an authorized signatory of the Administrative Agent or a statutory declaration stating that any such condition has been complied with in accordance with the terms of this Agreement and the Trust Notes — Series 2015-A Provisions or the TCPL Deferral Preferred Share Provisions, as applicable. Such evidence may consist of a report or opinion of any solicitor, auditor, accountant, appraiser, valuator or other expert or any other Person whose qualifications give authority to a statement made by such Person, provided that if such report or opinion is furnished by TCPL and/or by or on behalf of the Trust by an authorized signatory of the Administrative Agent it shall be in the form of a certificate or a statutory declaration. Each statutory declaration, certificate, opinion or report furnished to the Indenture Trustee as evidence of compliance with a condition provided for in this Agreement, the Trust Notes — Series 2015-A Provisions or TCPL Deferral Preferred Share Provisions, as applicable, shall include a statement by the Person giving the evidence:

(c)declaring that such Person has read and understands the provisions of this Agreement, the Trust Notes — Series 2015-A Provisions and/or the TCPL Deferral Preferred Share Provisions, as applicable, relating to the condition in question;

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(d)describing the nature and scope of the examination or investigation upon which such Person based the statutory declaration, certificate, statement or opinion; and

(e)declaring that such Person has made such examination or investigation as such Person believes is necessary to enable such Person to make the statements or give the opinions contained or expressed therein.

5.9Experts, Advisers and Agents

In addition to and without limiting the Trust Indenture, the Indenture Trustee may:

(a)in relation to this Agreement, the Trust Notes — Series 2015-A Provisions and/or the TCPL Deferral Preferred Share Provisions, act and rely on the opinion or advice of, or information obtained from or prepared by, any solicitor, auditor, accountant, appraiser, valuator or other expert, whether retained by the Indenture Trustee or by the Trust and/or TCPL or otherwise, and may retain or employ such assistants as may be necessary to the proper determination and discharge of its powers, duties and obligations and the determination of its rights hereunder and may pay proper and reasonable compensation for all such legal and other advice or assistance as aforesaid; and

(b)retain or employ such agents and other assistants as it may reasonably require for the proper determination and discharge of its powers and duties hereunder, and may pay reasonable remuneration for all services performed for it (and shall be entitled to receive reasonable remuneration for all services performed by it) in the discharge of its duties hereunder and compensation for all disbursements, costs and expenses made or incurred by it in the determination and discharge of its duties hereunder.

5.10Investment of Money Held by or on behalf of Indenture Trustee

(a)Unless otherwise provided in this Agreement, any moneys held by or on behalf of the Indenture Trustee, which under the terms of this Agreement may or ought to be invested or which may be on deposit with the Indenture Trustee or which may be in the hands of the Indenture Trustee, may be invested and reinvested in the name or under the control of the Indenture Trustee, upon the written direction of the Trust, in Authorized Investments.

(b)Upon receipt of a direction from the Trust, the Indenture Trustee shall invest any moneys held by it in Authorized Investments in its name in accordance with such direction. Any direction from the Trust to the Indenture Trustee shall be in writing and shall be provided to the Indenture Trustee no later than 9:00 a.m. (Toronto time) on the day on which the investment is to be made. Any such direction received by the Indenture Trustee after 9:00 a.m. (Toronto time) or received on a non-Business Day shall be deemed to have been given prior to 9:00 a.m. (Toronto time) on the next Business Day.

(c)In the event that the Indenture Trustee does not receive a direction or only a partial direction, the Indenture Trustee may hold cash balances constituting part or all of the funds and may, but need not, invest same in the deposits of a Canadian chartered bank; but the Indenture Trustee and its Affiliates shall not be liable to account for any profit to any parties to this Agreement or to any Person other than at a rate, if any, established from time to time by the Indenture Trustee or its Affiliates or a Canadian chartered bank.

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(d)The Indenture Trustee shall not be liable for any loss or losses realized on such investments, other than those related to the negligence, willful acts or defaults of the Indenture Trustee.

5.11Indenture Trustee Not Required to Give Security

Without limiting the Trust Indenture, the Indenture Trustee shall not be required to give any bond or security in respect of the execution of the bare trusts, rights, duties, obligations, powers and authorities of this Agreement.

5.12Indenture Trustee Not Bound to Act on Request

Except as otherwise specifically provided for in this Agreement, and without limiting the Trust Indenture, the Indenture Trustee shall not be required to act in accordance with any direction or request of the Trust and/or TCPL until a duly authenticated copy of the instrument or resolution containing such direction or request shall have been delivered to the Indenture Trustee, and the Indenture Trustee shall be empowered to act and rely upon any such copy purporting to be authenticated and believed in good faith by the Indenture Trustee to be genuine.  The Indenture Trustee shall retain the right not to act and shall not be held liable for refusing to act unless it receives documentation which complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment, except as otherwise provided herein.

5.13Authority to Carry on Business

The Indenture Trustee represents to the Trust and/or TCPL that, at the date of execution and delivery by it of this Agreement, it is authorized to carry on the business of a trust company in the Province of Ontario but if, notwithstanding the provisions of this Section 5.13, it ceases to be so authorized to carry on business, the validity and enforceability of this Agreement, and the other rights granted in or resulting from the Indenture Trustee being a party to this Agreement, shall not be affected in any manner whatsoever by reason only of such event, but the Indenture Trustee shall, within 90 days after ceasing to be authorized to carry on the business of a trust company in the Province of Ontario, either become so authorized or resign in the manner and with the effect specified in Article 8.

5.14Conflicting Claims

Without limiting the Trust Indenture, if conflicting claims or demands are made or asserted with respect to any interest of any Holder in any Trust Notes — Series 2015-A or TCPL Deferral Preferred Shares, including any disagreement between the heirs, representatives, successors or assigns succeeding to all or any part of the interest of any Holder in any Trust Notes — Series 2015-A or TCPL Deferral Preferred Shares resulting in conflicting claims or demands being made in connection with such interest, then the Indenture Trustee shall be entitled, at its sole discretion, to refuse to recognize or to comply with any such claim or demand. In so refusing, the Indenture Trustee may elect not to exercise any rights subject to such conflicting claims or demands and, in so doing, the Indenture Trustee shall not be or become liable to any Person on account of such election or its failure or refusal to comply with any such conflicting claims or demands. The Indenture Trustee shall be entitled to continue to refrain from acting and to refuse to act until:

(a)the rights of all adverse claimants or other rights subject to such conflicting claims or demands have been adjudicated by a final judgment of a court of competent jurisdiction; or

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(b)all differences or other rights subject to such conflicting claims or demands have been conclusively settled by a valid written agreement binding on all such adverse claimants, and the Indenture Trustee shall have been furnished with an executed copy of such agreement.

If the Indenture Trustee elects to recognize any claim or comply with any demand made by any such adverse claimant, it may in its discretion require such claimant to furnish such surety bond or other security satisfactory to the Indenture Trustee as it may deem appropriate to fully indemnify it as between all conflicting claims or demands.

5.15Acceptance of Bare Trust

The Indenture Trustee hereby accepts the bare trust and duties created and provided for by and in this Agreement and agrees to perform the same upon the terms and conditions herein set forth and to hold all rights, privileges and benefits conferred hereby and by law, in bare trust, for TCPL and the various Persons who are from time to time Holders of Trust Notes — Series 2015-A, subject to all the terms and conditions herein set forth.

5.16Withholding Tax

TCPL or the Indenture Trustee may deduct or withhold (or such amount shall be deducted or withheld in accordance with the customary practice and procedures of the Clearing Agency) from any payment, distribution or delivery to any Holder amounts required or permitted by law to be deducted or withheld from such Holder’s distribution, payment or delivery and shall remit such amounts to the relevant tax authority in the manner and within the time required by law. Where the cash component of any payment, distribution or delivery to be made to a Holder is less than the amount that TCPL or the Indenture Trustee is required or permitted to withhold, TCPL or the Indenture Trustee shall be permitted to withhold from any non-cash payment, distribution or delivery to be made to the Holder and to dispose or arrange to dispose of such property in order to remit any amount to the relevant tax authority as required. TCPL shall provide written direction to the Indenture Trustee as to such amounts to be deducted or withheld; provided, however, that the Indenture Trustee shall deduct or withhold from any Holder’s distribution or delivery any amount it is required by law to deduct and withhold, and shall remit such amount to the relevant tax authority in the manner and within the time required by law, notwithstanding the failure of TCPL to provide any such direction following a request therefor from the Indenture Trustee, and in so doing the Indenture Trustee shall be deemed to have complied with its obligations hereunder. The Indenture Trustee shall file in the manner and within the time required by law any required tax returns and provide any required information slips relating to such withholding or deduction.

5.17Residency of Indenture Trustee

The Indenture Trustee hereby represents that it is a resident of Canada for the purposes of the Tax Act and the Indenture Trustee shall give the Trust and TCPL notice of any change in such status.

5.18Tax Reports

The Trust shall be solely responsible for all tax processing relating to or arising from the duties or actions contemplated by this Agreement, including any inquiry, evaluation, reporting, remittance, filing and issuance of tax slips, summaries, reports, except as is specifically delegated to the Indenture Trustee pursuant to this Agreement or as may be agreed subsequently, as confirmed in writing by the parties.

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Without limiting the Trust Indenture, the Indenture Trustee shall process only such tax matters as have been specifically delegated to it pursuant to this Agreement or as may be agreed subsequently, and in doing so, the Indenture Trustee does not undertake to carry out any inquiry, evaluation, reporting, remittance, filing or issuance of tax slips, summaries and reports necessary or incidental thereto, which shall remain the sole responsibility of the Trust. The Indenture Trustee shall be entitled to rely upon and assume, without further inquiry or verification, the accuracy and completeness of any tax processing information, documentation or instructions received by the Indenture Trustee, directly or indirectly, from or on behalf of the Trust.

5.19Compliance with Privacy Legislation

The parties acknowledge that federal, provincial and/or state legislation in Canada or the United States that address the protection of individuals’ personal information (collectively, “Privacy Laws”) may apply to obligations and activities under this Agreement. Despite any other provision of this Agreement, no party shall take or direct any action that would contravene, or cause any other party to contravene, applicable Privacy Laws.  The Indenture Trustee shall use commercially reasonable efforts to ensure that its services hereunder comply with Privacy Laws.  Specifically, the Indenture Trustee agrees: (a) to have a designated chief privacy officer; (b) to maintain policies and procedures to protect personal information and to receive and respond to any privacy complaint or inquiry; (c) to use personal information solely for the purposes of providing its services under or ancillary to this Agreement and not to use it for any other purpose except with the consent of or direction from the Trust and TCPL or the individual involved; (d) not to sell or otherwise improperly disclose personal information to any third party; and (e) to employ administrative, physical and technological safeguards to reasonably secure and protect personal information against loss, theft, or unauthorized access, use or modification.

5.20Compliance with Anti-Money Laundering Legislation

The Indenture Trustee shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Indenture Trustee, in its sole judgment, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline. The Trust hereby agrees that if any account to be opened, or interest to be held, by the Indenture Trustee in connection with this Agreement, for or to the credit of the Trust, is intended to be used by or on behalf of a third party, the Trust will complete and execute forthwith a declaration in the Indenture Trustee’s prescribed form as to the particulars of such third party.

ARTICLE 6
COMPENSATION

6.1Fees and Expenses of Indenture Trustee

The Trust and TCPL jointly and severally agree to pay to the Indenture Trustee reasonable compensation for all of the services rendered by it under this Agreement and shall reimburse the Indenture Trustee for all reasonable expenses incurred by it in connection therewith (including, but not limited to, taxes and compensation paid to experts, counsel and advisors and disbursements, including the cost and expense of any suit or litigation of any character and any proceedings before any governmental agency reasonably incurred by the Indenture Trustee); provided that the Trust and TCPL shall have no obligation to reimburse the Indenture Trustee for any expenses or disbursements paid, incurred or suffered by the Indenture Trustee in any suit or litigation in which the Indenture Trustee is determined to have acted with fraud, negligence or wilful misconduct. For administrative purposes, the Indenture Trustee may invoice TCPL unless instructed otherwise.

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ARTICLE 7
INDEMNIFICATION AND LIMITATION OF LIABILITY

7.1Indemnification of Indenture Trustee

In addition to and without limiting the Trust Indenture, the Trust and TCPL jointly and severally agree to indemnify and hold harmless the Indenture Trustee and each of its directors, officers, employees, representatives and agents appointed and acting in accordance with this Agreement (collectively, the “Indemnified Parties”) against all claims, losses, damages, costs, penalties, fines, taxes, assessments of additional taxes, interest or penalties or other governmental charges, including the withholding or deduction or the failure to withhold or deduct same, any liability for failure to obtain proper certifications or to properly report to government authorities, and reasonable expenses (including reasonable expenses of the Indenture Trustee’s legal counsel) which, without fraud, negligence or wilful misconduct on the part of such Indemnified Party, are paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Indenture Trustee’s acceptance or administration of the trust, its compliance with its duties set forth in this Agreement, or with any written or oral instructions delivered to the Indenture Trustee by the Trust or TCPL pursuant hereto (collectively, “Claims” and individually, a “Claim”). In no case will the Trust or TCPL be liable under this indemnity for any Claim if such Claim is incurred or suffered by reason of or as a result of the fraud, negligence or wilful misconduct of an Indemnified Party and unless the Trust and TCPL shall be notified by the Indenture Trustee of the written assertion of a Claim promptly after any of the Indemnified Parties shall have received any such written assertion of a Claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the Claim, provided that a failure or delay to so notify the Trust and TCPL shall not diminish the liability of the Trust and TCPL hereunder except to the extent that the Trust and TCPL are materially prejudiced by such failure or delay. Subject to (ii) below, the Trust and TCPL shall be entitled to participate at their own expense in the defence and, if the Trust or TCPL so elect at any time after receipt of such notice, any of them may assume the defence of any suit brought to enforce any such Claim. The Indenture Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof but the fees and expenses of such counsel shall be at the expense of the Indenture Trustee unless: (i) the employment of such counsel has been authorized by the Trust or TCPL, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Indenture Trustee and the Trust or TCPL and the Indenture Trustee shall have been advised by counsel acceptable to the Trust and TCPL that there may be one or more legal defences available to the Indenture Trustee that are different from or in addition to those available to the Trust or TCPL and that an actual or potential conflict of interest exists (in which case the Trust and TCPL shall not have the right to assume the defence of such suit on behalf of the Indenture Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Indenture Trustee). This provision shall survive the resignation or removal of the Indenture Trustee or the termination of this Agreement.

7.2Limitation of Liability

Without limiting the Trust Indenture, the Indenture Trustee shall not be held liable for any loss which may occur by reason of insolvency or termination of TCPL, the Trust or any Holder, as the case may be, or early termination of any investment under Section 5.10 or depreciation of the value of any part of the Series 2015-A Trust Estate or any loss incurred on any investment of funds pursuant to this Agreement, except to the extent that such loss is attributable to fraud, negligence or wilful misconduct on the part of the Indenture Trustee.

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ARTICLE 8
CHANGE OF INDENTURE TRUSTEE

8.1Resignation of Indenture Trustee

The Indenture Trustee, or any Indenture Trustee hereafter appointed, may at any time resign by giving written notice of such resignation to the Trust and TCPL specifying the date on which it desires to resign, provided that such notice shall be given in accordance with the Trust Indenture at least 60 days before such desired resignation date, unless the Trust and TCPL otherwise agree, and further provided that such resignation shall not take effect until the date of the appointment of a successor Indenture Trustee and the acceptance of such appointment by the successor Indenture Trustee, in each case in accordance with the Trust Indenture. Upon receiving such notice of resignation, the Trust and TCPL shall promptly appoint a successor Indenture Trustee in accordance with the Trust Indenture, which successor shall be a resident of Canada for the purposes of the Tax Act, by written instrument in duplicate, one copy of which shall be delivered to the resigning Indenture Trustee and one copy to the successor Indenture Trustee. Failing acceptance by a successor Indenture Trustee, a successor Indenture Trustee may be appointed in accordance with the Trust Indenture by an order of the Superior Court of Justice (Ontario) upon application of one or more of the parties hereto at the joint and several expense of the Trust and TCPL.

8.2Removal of Indenture Trustee

The Indenture Trustee, or any Indenture Trustee hereafter appointed, may be removed in accordance with the Trust Indenture: (i) with cause or if the Indenture Trustee at any time ceases to be a resident of Canada for the purposes of the Tax Act by written instrument executed by the Trust and TCPL; or (ii) with or without cause by the Holders of Trust Notes — Series 2015-A pursuant to an Extraordinary Resolution and, if any TCPL Deferral Preferred Shares are outstanding, by the affirmative vote of Holders of the TCPL Deferral Preferred Shares passed in accordance with the TCPL Deferral Preferred Share Provisions (as though the removal were an amendment to the TCPL Deferral Preferred Share Provisions), in all cases, at any time on 60 days’ prior written notice, which notice shall be delivered to the Indenture Trustee so removed and to the successor Indenture Trustee in accordance with the Trust Indenture.

8.3Successor Indenture Trustee

Any successor Indenture Trustee appointed in accordance with the Trust Indenture shall execute, acknowledge and deliver to the Trust and TCPL and to its predecessor Indenture Trustee an instrument accepting such appointment hereunder and under the Trust Indenture. Subject to the Trust Indenture, thereupon, the resignation or removal of the predecessor Indenture Trustee shall become effective and such successor Indenture Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Indenture Trustee in accordance with the Trust Indenture. However, on the written request of the Trust and TCPL or of the successor Indenture Trustee, the Indenture Trustee ceasing to act shall, upon payment of any amounts then due to it pursuant to the provisions of this Agreement, execute and deliver an instrument transferring to such successor Indenture Trustee all the rights and powers of the Indenture Trustee so ceasing to act. In addition to and without limiting the Trust Indenture, upon the request of any such successor Indenture Trustee, the Trust and TCPL, such predecessor Indenture Trustee shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor Indenture Trustee all such rights and powers. Without limiting the Trust Indenture, any company into which the Indenture Trustee may be merged or with which it may be consolidated or amalgamated, or any company resulting or continuing from any merger, consolidation or amalgamation to which the Indenture Trustee is a party or any company to which the Indenture Trustee may transfer all or

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substantially all of its corporate trust business, shall be a successor Indenture Trustee under this Agreement, without the execution or filing of any paper or further act on the part of any of the parties hereto.

8.4Notice of Successor Indenture Trustee

Upon acceptance of appointment by a successor Indenture Trustee as provided in this Agreement, the Trust and TCPL shall cause to be mailed notice of the succession of such Indenture Trustee under this Agreement to each registered Holder. If the Trust or TCPL fails to cause such notice to be mailed within 10 days after acceptance of appointment by the successor Indenture Trustee, the successor Indenture Trustee shall cause such notice to be mailed at the expense of the Trust and TCPL.

ARTICLE 9
AMENDMENTS AND SUPPLEMENTAL AGREEMENTS

9.1Ministerial Amendments

The parties to this Agreement may in writing, at any time and from time to time, without the approval of the Holders, amend, supplement or modify this Agreement for the purposes of:

(a)adding to the covenants of any or all of the parties hereto for the protection of the Holders hereunder;

(b)making such amendments or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions which, in the mutual opinion of the Trust, TCPL and the Indenture Trustee and their respective counsel, having in mind the best interests of the Holders as a whole, it may be expedient to make;

(c)making such changes or corrections which, on the advice of counsel to the Trust, TCPL and the Indenture Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that each of the Trust, TCPL and their respective counsel, and the Indenture Trustee based on the opinion of Counsel, shall be of the opinion that such changes or corrections shall not be prejudicial to the interests of the Holders as a whole; or

(d)making any additions to, deletions from or alterations of the provisions of this Agreement which, in the opinion of the Indenture Trustee and its counsel, shall not be prejudicial to the interests of the Holders as a whole or which, in the opinion of counsel to the Trust, TCPL and the Indenture Trustee, are necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to the Trust, TCPL, the Indenture Trustee or this Agreement.

9.2Meeting to Consider Amendments

The Trust and, if applicable, TCPL, shall call a meeting or meetings of the Holders for the purpose of considering and, if thought fit, approving, with the consent of Holders of Trust Notes — Series 2015-A or registered holders of Trust Notes, as applicable in accordance with the Trust Indenture pursuant to an Extraordinary Resolution and, if any TCPL Deferral Preferred Shares are then outstanding, of the Holders of TCPL Deferral Preferred Shares in accordance with the TCPL Deferral Preferred Share Provisions (as though such action were an amendment to TCPL Deferral Preferred Share Provisions), as

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applicable, any proposed supplement, amendment or modification of this Agreement other than those referred to in Section 9.1. Any such meeting or meetings will be called and held in accordance with the Trust Indenture, TCPL Deferral Preferred Share Provisions (if applicable) and all Applicable Laws. Any supplement, amendment or modification referred to in this Section 9.2 shall be provided to the Indenture Trustee by the Trust or TCPL, as the case may be.

9.3Execution of Supplemental Agreements

No supplement or amendment to, or modification or waiver of, any of the provisions of this Agreement shall be effective unless made in writing and signed by all of the parties hereto. Subject to compliance with all Applicable Laws, the Trust, TCPL and the Indenture Trustee may, subject to the provisions hereof, and shall, when so directed by this Agreement, from time to time, execute and deliver agreements or other instruments supplemental hereto, evidencing any such supplement, amendment, modification or waiver which thereafter shall form part hereof.

ARTICLE 10
TERMINATION

10.1Term

This Agreement shall continue until the earliest to occur of the following events:

(a)no Trust Notes — Series 2015-A are outstanding and held by a Person other than TCPL or any of its Affiliates;

(b)each of the Trustee and TCPL elects in writing to terminate this Agreement and such termination is approved by the Holders in accordance with Section 9.2; and

(c)21 years after the death of the last survivor of the descendants of Her Majesty Queen Elizabeth II of the United Kingdom of Great Britain and Northern Ireland living on the date of the creation of the Trust.

10.2Survival of Agreement

This Agreement shall survive any termination of the bare trust created hereby and shall continue until there are no Trust Notes — Series 2015-A outstanding and held by a Person other than TCPL or any of its Affiliates and there are no TCPL Deferral Preferred Shares outstanding; provided, however, that the provisions of Article 6 and Article 7 shall survive any such termination of this Agreement.

ARTICLE 11
GENERAL

11.1Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remainder of this Agreement shall not, in any way, be affected or impaired thereby and this Agreement shall be carried out as nearly as possible in accordance with its original terms and conditions.

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11.2Enurement

This Agreement shall be binding upon and enure to the benefit of the parties hereto and their respective successors and permitted assigns and to the benefit of the Holders and their respective heirs, executors, personal representatives, successors and assigns.

11.3Notices to Parties

All notices and other communications between the parties hereunder shall be in writing and shall be deemed to have been given if delivered personally or by confirmed telecopy to the parties at the following addresses (or at such other address for such party as shall be specified in notice given hereunder):

(a)if to TCPL:

TransCanada PipeLines Limited
450 - 1st Street SW
Calgary, Alberta
T2P 5H1

Attention: Corporate Secretary
Facsimile: (403) 920-2467

(b)if to the Trust:

TransCanada Trust
c/o Valiant Trust Company
310, 606 4th Street SW
Calgary, Alberta
T2P 1T1

Attention: Senior Manager, Corporate Trust
Facsimile: (403) 233-2857

(c)if to the Indenture Trustee:

CST Trust Company
600, the Dome Tower
333 — 7th Avenue SW
Calgary, Alberta
T2P 2Z1

Attention: Director, Corporate Trust
Facsimile: (403) 276-3916

Any notice or other communication given personally shall be deemed to have been given and received upon delivery thereof, unless given on a day that is not a Business Day in which case it shall be deemed to be given on the next following Business Day, and if given by telecopy shall be deemed to have been given and received on the date of receipt thereof unless such day is not a Business Day, in which case it shall be deemed to have been given and received upon the immediately following Business Day.

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11.4Notice to Holders

Any and all notices to be given and any documents to be sent to any Holder hereunder may be given or sent to the address of such Holder shown on the register of holders of Trust Notes — Series 2015-A or TCPL Deferral Preferred Shares, by prepaid first class mail or otherwise in any manner permitted by the Trust Notes — Series 2015-A Provisions or TCPL Deferral Preferred Share Provisions, as applicable, and shall be deemed to be received (if given or sent in such manner) at the time specified in the Trust Notes — Series 2015-A Provisions or TCPL Deferral Preferred Share Provisions.

11.5Risk of Payments by Post

Whenever payments are to be made or documents are to be sent to any Holder by the Trust, TCPL or the Indenture Trustee, or by such Holder to the Trust, TCPL or the Indenture Trustee, the making of such payment or sending of such document through the post shall be at the risk of the Trust, TCPL or the Indenture Trustee, as applicable, in the case of payments made or documents sent by the Trust, TCPL or the Indenture Trustee, as applicable, and the Holder, in the case of payments made or documents sent by the Holder.

11.6Counterparts

This Agreement may be executed by manual signature in counterparts, each of which shall be deemed an original and all of which, when taken together, shall be deemed to constitute one and the same instrument.

11.7Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable in the Province of Ontario.

11.8Exclusion of Contractual Liability

In accordance with Section 7.15 of the Declaration of Trust, to the extent that this Agreement operates to create obligations of the Trustee, such obligations are not binding upon the Trustee except in its capacity as trustee of the Trust, nor shall resort be had to the property of the Trustee except in its capacity as Trustee of the Trust and only the assets of the Trust shall be so bound.

11.9Appointment of Administrative Agent

The parties hereto acknowledge that the Trustee has appointed TCPL as Administrative Agent under the Administration Agreement and has delegated to it the powers (and TCPL has assumed the obligations) as set out in the Administration Agreement.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the date first above written.

TRANSCANADA TRUST by its Administrative Agent, TRANSCANADA PIPELINES LIMITED
By:	(signed) “Joel E. Hunter”
	Name:	Joel E. Hunter
	Title:	Vice-President, Finance
By:	(signed) “Christine R. Johnston”
	Name:	Christine R. Johnston
	Title:	Vice-President, Law and Corporate Secretary
TRANSCANADA PIPELINES LIMITED
By:	(signed) “Joel E. Hunter”
	Name:	Joel E. Hunter
	Title:	Vice-President, Finance
By:	(signed) “Christine R. Johnston”
	Name:	Christine R. Johnston
	Title:	Vice-President, Law and Corporate Secretary
TRANSCANADA CORPORATION
By:	(signed) “Joel E. Hunter”
	Name:	Joel E. Hunter
	Title:	Vice-President, Finance
By:	(signed) “Christine R. Johnston”
	Name:	Christine R. Johnston
	Title:	Vice-President, Law and Corporate Secretary

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CST TRUST COMPANY, as Indenture Trustee
By:	(signed) “Nelia Andrade”
	Name:	Nelia Andrade
	Title:	Authorized Signatory
By:	(signed) “Jeannine Rigon”
	Name:	Jeannine Rigon
	Title:	Authorized Signatory

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SCHEDULE A

TCPL DEFERRAL PREFERRED SHARE PROVISIONS

FIRST PREFERRED SHARES, SERIES-[·] DEFERRAL

There is hereby authorized and created a series of First Preferred Shares designated as the “First Preferred Shares, Series-[·] Deferral” (hereinafter referred to as the “Deferral Preferred Shares, Series-[·]”) consisting of up to [·] Deferral Preferred Shares.  The Deferral Preferred Shares, Series-[·] may be issued in whole or in fractional shares, as provided below, and shall, in addition to the rights, privileges, restrictions and conditions attaching to the First Preferred Shares as a class (collectively and respectively, the “First Preferred Shares Class Provisions” and the “First Preferred Shares”), carry and be subject to the following rights, privileges, restrictions and conditions (collectively, the “Deferral Preferred Shares, Series-[·] Provisions”):

Dividends

1.The holders of the Deferral Preferred Shares, Series-[·] shall be entitled to receive and the Corporation shall pay thereon, as and when declared by the board of directors out of the monies of the Corporation properly applicable to the payment of dividends, on each Dividend Payment Date, fixed cumulative preferential cash dividends equal to the quotient obtained by dividing: (x) the product obtained by multiplying $1,000 by a rate per annum equal to the rate of interest payable by the Trust on the Trust Notes as of the Issue Date, by (y) four; provided that if an event (including a redemption) shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payable, the dividend payable for any partial Dividend Periods shall be equal to the product obtained by multiplying the amount in (x) above by a fraction, the numerator of which is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365, subject in each case to any applicable withholding tax. [If on any Dividend Payment Date the dividend payable on such date is not paid in full on all of the Deferral Preferred Shares, Series-[•] then issued and outstanding, such dividend or the unpaid part thereof shall be paid on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, to the payment of the same.  The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided.  Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividends.

Liquidation, Dissolution or Winding-Up

2.In the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or any other distribution of assets of the Corporation among its shareholders for the purpose of winding-up its affairs, the holders of the Deferral Preferred Shares, Series-[·] in accordance with the First Preferred Shares Class Provisions, shall be entitled to receive the amount of $1,000 (less any amount that may have been returned to the

holders of Deferral Preferred Shares, Series-[·] as a return of capital), together with an amount equal to all accrued and unpaid dividends thereon, which amount for such purposes shall be calculated as if such dividends were accruing for the period from the expiration of the last Dividend Period for which dividends thereon have been paid up to the date of such event, subject to any applicable withholding tax, the whole before any amount shall be paid or any property or assets of the Corporation shall be distributed to the holders of the common shares or to the holders of any other shares ranking junior to the Deferral Preferred Shares, Series-[·]. After payment to the holders of the Deferral Preferred Shares, Series-[·] of the amount so payable to them they shall not be entitled to share in any other distribution of the property or assets of the Corporation.

Voting Rights

3.The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled to receive notice of or attend any meeting of the shareholders of the Corporation or to vote at any such meeting unless and until the Corporation from time to time shall fail to pay in the aggregate six quarterly dividends on the Deferral Preferred Shares, Series-[·] on the dates on which the same should be paid according to the terms thereof, whether or not consecutive and whether or not dividends have been declared and whether or not there are any moneys of the Corporation properly applicable to the payment of dividends. Thereafter each holder of Deferral Preferred Shares, Series-[·] shall be entitled to receive notice of all meetings of shareholders and attend thereat and shall be entitled, at any and all such meetings, to one vote for each Deferral Preferred Share, Series-[·] held and shall continue to be entitled to notice and so to attend and vote until such time as all arrears of dividends on any outstanding Deferral Preferred Shares, Series-[·] shall have been paid, whereupon the rights of holders of Deferral Preferred Shares, Series-[·] to receive notice of meetings and to attend thereat and vote in respect of such Deferral Preferred Shares, Series-[·] shall cease unless and until six quarterly dividends on the Deferral Preferred Shares, Series-[·] shall again be in arrears and unpaid, whereupon the holders of the Deferral Preferred Shares, Series-[·] shall again have the right to receive notice and to attend and vote as above provided and so on from time to time.

Purchase for Cancellation

4.The Corporation may, at any time and from time to time, subject to the provisions of the Canada Business Corporations Act, and the provisions below under “Redemption” and “Restrictions on Payment of Dividends and Reduction of Junior Capital”, purchase for cancellation (if obtainable), in the manner provided in the First Preferred Shares Class Provisions, the whole or any part of the Deferral Preferred Shares, Series-[·] outstanding from time to time at any price, subject to any applicable withholding tax.

Redemption

5.Subject to the provisions of the Canada Business Corporations Act and the provisions below under “Restrictions on Payment of Dividends and Reduction of Junior Capital” the Corporation may redeem all, or from time to time any part, of the outstanding Deferral Preferred Shares, Series-[·], without the consent of the holders of the Deferral Preferred Shares, Series-[·], on not more than 60 days and not less than 30 days prior notice, at any time by the payment

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of an amount in cash for each such share so redeemed of $1,000 per share (such price being hereinafter referred to as the “Redemption Price”) together with an amount equal to all accrued and unpaid dividends thereon, subject to any applicable withholding tax, which amount for such purpose shall be calculated as if such dividends were accruing for the period from the expiration of the last Dividend Period for which dividends thereon have been paid up to the date of such redemption.

Restrictions on Payment of Dividends and Reduction of Junior Capital

6.So long as any of the Deferral Preferred Shares, Series-[•] are outstanding the Corporation shall not, without the approval of the holders of the Deferral Preferred Shares, Series-[•]:

(a)declare any dividend (other than stock dividends on shares ranking junior to the Deferral Preferred Shares, Series-[•]) on the common shares or any shares ranking junior to the Deferral Preferred Shares, Series-[•], or

(b)redeem, repurchase or otherwise retire any of the common shares or any other shares ranking junior to the Deferral Preferred Shares, Series-[•] (except out of the net cash proceeds of a substantially concurrent issue of shares ranking junior to the Deferral Preferred Shares, Series-[•]).

In addition, so long as any of the Deferral Preferred Shares, Series-[•] are outstanding the Corporation shall not, without the approval of the holders of the Deferral Preferred Shares, Series-[•], redeem, repurchase or otherwise retire: (i) less than all of the Deferral Preferred Shares, Series-[•] together with any other series of Deferral Preferred Shares of the Corporation that may be outstanding; or (ii) except pursuant to any purchase obligation, sinking fund, retraction privilege, or mandatory redemption provisions attaching to any series of preferred shares of the Corporation, any other shares ranking on parity with the Deferral Preferred Shares, Series-[·] (other than another series of Deferral Preferred Shares), unless, in each case, all dividends payable on the Deferral Preferred Shares, Series-[•], and on all other shares ranking prior to or on parity with the Deferral Preferred Shares, Series-[·], have been declared and paid or set apart for payment, subject to any applicable withholding tax.

Fractional Shares

7.The Deferral Preferred Shares, Series-[·] may be issued in whole or in fractional shares.  Each fractional Deferral Preferred Shares, Series-[•] shall carry and be subject to the rights, privileges, restrictions and conditions (including voting rights and dividend rights) of the Deferral Preferred Shares, Series-[•] in proportion to the applicable fraction.

Deferral Preferred Shares, Series-[•] Definitions

8.The following terms shall have the following respective meanings:

“Business Day” means a day on which the Corporation is open for business in the City of Calgary, Alberta, other than a Saturday, Sunday or any statutory or civic holiday in the City of Toronto, Ontario, the City of Calgary, Alberta or the City of New York, New York.

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“Dollars”, “dollars” or the sign “$” shall be deemed to be a reference to lawful money of the United States.

“Dividend Payment Date” means March 31, June 30, September 30 and December 31 of each year during which any Deferral Preferred Shares, Series-[•] are issued and outstanding.

“Dividend Period” means, initially, the period from and including the Issue Date to but excluding the next following Dividend Payment Date, and thereafter the period from and including each Dividend Payment Date to, but excluding, the next following Dividend Payment Date (including any partial period as contemplated in section 1, above).

“Issue Date” means the date on which the Deferral Preferred Shares, Series-[•] are issued.

“Trust” means TransCanada Trust, a unit trust established under the laws of the Province of Ontario.

“Trust Notes” means the Trust Notes — Series 2015-A of the Trust, representing a series of junior subordinated unsecured debt obligations, due June 30, 2075.

Amendments

9.Sections 1 to 11, inclusive, of these Deferral Preferred Shares, Series-[•] Provisions may be repealed, altered, modified, amended or amplified only with the sanction of the holders of the Deferral Preferred Shares, Series-[•] given as hereinafter specified in addition to any other approval required by the Canada Business Corporations Act.

Sanction by Holders of Deferral Preferred Shares, Series-[•]

10.The sanction by holders of the Deferral Preferred Shares, Series-[•] as to any and all matters referred to herein or as to any change adversely affecting the rights or privileges of the Deferral Preferred Shares, Series-[•] may be given and shall be deemed to have been sufficiently given if given by the holders of the Deferral Preferred Shares, Series-[•] in the manner provided in the First Preferred Shares Class Provisions with respect to the sanction of the holders of any series of the First Preferred Shares and the said provisions shall apply mutatis mutandis.

Tax Election

11.The Corporation shall elect, in the manner and within the time provided under section 191.2 of the Income Tax Act (Canada) or any successor or replacement provision of similar effect, to pay tax at a rate and take all other necessary action under such Act such that no holder of the Deferral Preferred Shares, Series-[•] will be required to pay tax on dividends received on the Deferral Preferred Shares, Series-[•] under section 187.2 of Part IV.1 of such Act or any successor or replacement provision of similar effect.

Non-Business Days

12.In the event that any date on which any dividend is payable by the Corporation, or any date on or by which any other action is required to be taken or determination made by the Corporation or the holders of Deferral Preferred Shares, Series-[•] hereunder, is not a Business

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Day, then such dividend shall be payable, or such other action shall be required to be taken or determination made, on or before the next succeeding day that is a Business Day.

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SCHEDULE B

DEFERRAL EVENT NOTICE

TO:	CST Trust Company (the “Indenture Trustee”)
AND TO:	Valiant Trust Company (the “Trustee”)

In accordance with the provisions of an Assignment and Set-Off Agreement dated May 20, 2015 (the “Agreement”) among TransCanada Trust, TransCanada PipeLines Limited (“TCPL”), TransCanada Corporation and the Indenture Trustee, TCPL hereby provides notice, pursuant to Section 3.8 of the Agreement, as to the occurrence of a “Deferral Event”, as defined in the Agreement, on [Date].

DATED at Toronto this               day of                        , 20    .

	TRANSCANADA PIPELINES LIMITED
Per:
	Name:
	Title:
Per:
	Name:
	Title:

EX-4.2

Exhibit 4.2

EXECUTION VERSION

TRANSCANADA TRUST

- and -

TRANSCANADA PIPELINES LIMITED

- and -

CST TRUST COMPANY

SHARE EXCHANGE AGREEMENT

Trust Notes — Series 2015-A

Dated as of May 20, 2015

Table of Contents

		Page
ARTICLE 1 DEFINITIONS AND INTERPRETATION		1
1.1	Definitions	1
1.2	Additional Definitions	4
1.3	Headings	5
1.4	Extended Meanings	5
1.5	Date of Any Action	5
1.6	Payments	5
1.7	References to Statutes	5
1.8	Currency References	5
1.9	Rights of Set-Off	5
1.10	Schedules	5
ARTICLE 2 TRUST		5
2.1	Establishment of Trust	5
ARTICLE 3 AUTOMATIC EXCHANGE		6
3.1	Creation and Grant of Automatic Exchange	6
3.2	Limitation	6
3.3	Automatic Exchange	7
3.4	Idem	7
3.5	Procedure	7
ARTICLE 4 SERIES 2015-A SUBSCRIPTION RIGHT		8
4.1	Grant of Series 2015-A Subscription Right	8
4.2	Series 2015-A Subscription Right—Procedure	8
4.3	Idem	9
ARTICLE 5 COVENANTS, REPRESENTATIONS AND WARRANTIES		9
5.1	Certain Representations	9
5.2	Notification of Certain Events	9
5.3	Qualification of TCPL Exchange Preferred Shares	9
5.4	TCPL Support	10
5.5	Additional TCPL Covenants	10
5.6	Capital Reorganizations and Amalgamations of TCPL	11
5.7	Right not to Deliver TCPL Exchange Preferred Shares	11
ARTICLE 6 EXCHANGE TRUSTEE		12
6.1	Powers and Duties of Exchange Trustee	12
6.2	No Conflict of Interest	13
6.3	Dealings with Transfer Agents, Registrars and the Clearing Agency	13
6.4	Books and Records	13
6.5	Indemnification Prior to Certain Actions by Exchange Trustee	13
6.6	Actions by Holders	14
6.7	Reliance upon Declarations	14
6.8	Evidence and Authority to Exchange Trustee	14
6.9	Experts, Advisers and Agents	15
6.10	Investment of Money Held by or on behalf of Exchange Trustee	15
6.11	Exchange Trustee Not Required to Give Security	16
6.12	Exchange Trustee Not Bound to Act on Request	16
6.13	Authority to Carry on Business	16

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Table of Contents (continued)

		Page
6.14	Conflicting Claims	16
6.15	Acceptance by Exchange Trustee	17
6.16	Withholding Tax	17
6.17	Residency of Exchange Trustee	17
6.18	Tax Reports	17
6.19	Compliance with Privacy Legislation	18
6.20	Compliance with Anti-Money Laundering Legislation	18
ARTICLE 7 COMPENSATION		18
7.1	Fees and Expenses of Exchange Trustee	18
ARTICLE 8 INDEMNIFICATION AND LIMITATION OF LIABILITY		18
8.1	Indemnification of Exchange Trustee	18
8.2	Limitation of Liability	19
ARTICLE 9 CHANGE OF EXCHANGE TRUSTEE		19
9.1	Resignation of Exchange Trustee	19
9.2	Removal of Exchange Trustee	19
9.3	Successor Exchange Trustee	20
9.4	Notice of Successor Exchange Trustee	20
ARTICLE 10 AMENDMENTS AND SUPPLEMENTAL AGREEMENTS		20
10.1	Ministerial Amendments	20
10.2	Meeting to Consider Amendments	21
10.3	Execution of Supplemental Agreements	21
ARTICLE 11 TERMINATION		21
11.1	Term	21
11.2	Survival of Agreement	22
ARTICLE 12 GENERAL		22
12.1	Severability	22
12.2	Enurement	22
12.3	Notices to Parties	22
12.4	Notice to Holders	23
12.5	Risk of Payments by Post	23
12.6	Counterparts	23
12.7	Jurisdiction	23
12.8	Exclusion of Contractual Liability	23
12.9	Appointment of Administrative Agent	24
SCHEDULE A EXCHANGE PREFERRED SHARE PROVISIONS		26

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SHARE EXCHANGE AGREEMENT

SHARE EXCHANGE AGREEMENT dated as of May 20, 2015,

AMONG:	TRANSCANADA TRUST (the “Trust”), a unit trust established under the laws of the Province of Ontario, by its administrative agent, TransCanada PipeLines Limited;
AND:	TRANSCANADA PIPELINES LIMITED (“TCPL”), a corporation existing under the laws of Canada;
AND:	CST TRUST COMPANY (the “Exchange Trustee”), a trust company existing under the laws of Canada;

WHEREAS, on the date hereof the Trust has issued and outstanding voting trust units (the “Voting Trust Units”), all of which are owned by TCPL, and $750,000,000 aggregate principal amount of unsecured, subordinated Trust Notes — Series 2015-A due May 20, 2075, which are part of a series of subordinated unsecured debt obligations of the Trust with an authorized principal amount of up to $1,000,000,000 (the “Trust Notes — Series 2015-A”);

WHEREAS, TCPL wishes to grant the Automatic Exchange to the Exchange Trustee and the Series 2015-A Subscription Right to the Trust, in each case on the terms set forth in this Agreement;

WHEREAS, the Exchange Trustee, for and on behalf of the Holders, has been appointed pursuant to the Trust Indenture to irrevocably commit to the Automatic Exchange on the terms set forth in this Agreement;

WHEREAS, the parties to this Agreement desire to implement procedures whereby the Trust, TCPL and the Exchange Trustee will take all actions necessary to ensure that the Automatic Exchange and the Series 2015-A Subscription Right are given full and proper effect; and

WHEREAS, these recitals and any statements of fact in this Agreement are made by TCPL and the Trust and not by the Exchange Trustee;

NOW, THEREFORE, in consideration of the respective covenants and agreements provided in this Agreement and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties agree as follows:

ARTICLE 1
DEFINITIONS AND INTERPRETATION

1.1Definitions

In this Agreement,

“Administration Agreement” means the agreement between the Trustee and TCPL dated the date hereof pursuant to which TCPL, or any successor thereto, will serve as administrative agent to the Trust, as amended from time to time.

“Administrative Agent” has the meaning ascribed thereto in the Administration Agreement.

“Affiliate” means, in respect of any Person, any other Person which, directly or indirectly, is in control of, is controlled by or is under common control with such Person; provided that the Trust and TCPL and its Affiliates shall be Affiliates for so long as TCPL and/or its Affiliates hold at least a majority of the voting trust units of the Trust.  For the purposes of this definition, a Person will be deemed to be “controlled by” another Person if such other Person possesses directly, or indirectly,

power to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“Agreement” means this Share Exchange Agreement, including Schedule A, as amended, supplemented or restated from time to time; and the expressions “hereof”, “herein”, “hereto”, “hereunder”, “hereby” and similar expressions refer to this Agreement in its entirety and each schedule, and not to any particular Article, section, subsection or other part of this Agreement.

“Applicable Laws” means the Applicable Laws as defined in Section 5.3.

“Assignment and Set-Off Agreement” means the Assignment and Set-Off Agreement dated the date hereof among the Trust, TCPL, TransCanada Corporation and the Indenture Trustee, as bare trustee and nominee on behalf of holders of Trust Notes, as amended from time to time.

“Authorized Investments” has the meaning ascribed thereto in the Trust Indenture.

“Authorized Officer” means any director or officer of TCPL, or a designated representative of TCPL designated in writing by any director or officer of TCPL.

“Automatic Exchange” means the automatic exchange of the Trust Notes — Series 2015-A for the right to be issued newly issued TCPL Exchange Preferred Shares upon the occurrence of an Automatic Exchange Event.

“Automatic Exchange Event” means an event giving rise to the Automatic Exchange, being the occurrence of any one of the following: (i) the making by TCC or TCPL of a general assignment for the benefit of its creditors or a proposal (or the filing of a notice of its intention to do so) under the Bankruptcy and Insolvency Act (Canada), (ii) any proceeding instituted by TCC or TCPL seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, dissolution, reorganization, arrangement, adjustment, protection, relief or composition of its debts under any law relating to bankruptcy, insolvency or reorganization, or seeking the entry of an order for the appointment of a receiver, interim receiver, trustee or other similar official for TCC or TCPL or any substantial part of its property and assets in circumstances where TCC or TCPL, as applicable, is adjudged a bankrupt or insolvent, (iii) a receiver, interim receiver, trustee or other similar official is appointed over TCC or TCPL or for any substantial part of its property and assets by a court of competent jurisdiction in circumstances where TCC or TCPL, as applicable, is adjudged a bankrupt or insolvent;  or (iv)  any proceeding is instituted against TCC or TCPL seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, dissolution, reorganization, arrangement, adjustment, protection, relief or composition of its debts under any law relating to bankruptcy, insolvency or reorganization, or seeking the entry of an order for the appointment of a receiver, interim receiver, trustee or other similar official for TCC or TCPL or any substantial part of its property and assets in circumstances where TCC or TCPL, as applicable, is adjudged a bankrupt or insolvent, and either such proceeding has not been stayed or dismissed within sixty (60) days of the institution of any such proceeding or the actions sought in such proceedings occur (including the entry of an order for relief against TCC or TCPL or the appointment of a receiver, interim receiver, trustee, or other similar official for it or for any substantial part of its property and assets).

“Automatic Exchange Event Notice” has the meaning ascribed thereto in Section 3.4.

“Book-Entry System” has the meaning ascribed thereto in the Trust Indenture.

“Business Day” means a day on which TCPL, the Trust and the Indenture Trustee are open for business in the City of Calgary, Alberta, other than a Saturday, Sunday or any statutory or civic holiday in the City of Toronto, Ontario, the City of Calgary, Alberta or the City of New York, New York.

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“CBCA” means the Canada Business Corporations Act.

“Clearing Agency” means the Depository Trust Company and its nominee or any successors and/or any other or additional organization that performs securities transfer, settlement, clearing and/or pledge services in relation to the Trust Notes — Series 2015-A or the TCPL Exchange Preferred Shares.

“Declaration of Trust” means the Declaration of Trust dated as of September 16, 2014 governing the Trust, as it may be amended, supplemented or restated from time to time.

“Exchange Notice” has the meaning ascribed thereto in Section 3.5.

“Exchange Trustee” means CST Trust Company in its capacity as trustee and for and on behalf of the Holders under this Agreement, and, subject to Article 9, includes any successor Exchange Trustee and permitted assigns.

“Extraordinary Resolution” means an extraordinary resolution passed in accordance with Article 9 of the Trust Indenture.

“Holders” means the registered holders, whether holding on their own account or on behalf of beneficial owners, from time to time, of Trust Notes — Series 2015-A or TCPL Exchange Preferred Shares, as applicable, or, where the context requires, all of such holders, except that for purposes of any withholding tax, Holders shall mean beneficial owners, from time to time, of Trust Notes — Series 2015-A or TCPL Exchange Preferred Shares, as applicable, or, where the context requires, all of such beneficial owners.

“Indenture Trustee” means CST Trust Company, in its capacity as trustee under the Trust Indenture or such other successor trustee as may be appointed from time to time.

“Ineligible Person” means any Person whose address is in, or whom TCPL or the Trust or the Transfer Agent has reason to believe is a resident of, any jurisdiction other than Canada or the United States, in each case to the extent that: (i) the issuance or delivery by TCPL or the Trust to such Person of TCPL Exchange Preferred Shares following an Automatic Exchange would require TCPL or the Trust to take any action to comply with securities or analogous laws of that other jurisdiction; or (ii) withholding tax would be applicable in connection with the delivery to such Person of TCPL Exchange Preferred Shares following an Automatic Exchange.

“Interest Payment Date” means, prior to and including May 20, 2025, May 20 (other than May 20, 2015) and November 20 and, starting August 20, 2025, February 20, May 20, August 20 and November 20 of each year during which the Trust Notes — Series 2015-A are outstanding thereafter, until May 20, 2075.

“Person” is to be broadly interpreted and includes an individual, a corporation, a limited liability company, an unlimited liability company, a limited or general partnership, a trust, an unincorporated organization, a joint venture and any other organization, whether or not a legal entity, a government of a country or any political subdivision of a country or any agency or department of any such government and the executors, administrators or other legal representatives of a Person in such capacity.

“Privacy Laws” has the meaning ascribed thereto in Section 6.19.

“Series 2015-A Subscription Right” means the right granted by TCPL to the Trust to subscribe for TCPL Exchange Preferred Shares on the terms set forth in Article 4.

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“Series 2015-A Trust Estate” means collectively the rights and obligations of the Holders hereunder and pursuant hereto in respect of the Automatic Exchange, the covenants of TCPL contained in this Agreement and all money and other rights or assets that may be held from time to time by the Exchange Trustee pursuant hereto.

“Subscription Notice” has the meaning ascribed thereto in Section 4.2.

“Tax Act” means the Income Tax Act (Canada).

“TCC” means TransCanada Corporation and its successors and assigns.

“TCPL” means TransCanada PipeLines Limited and its successors and assigns.

“TCPL Common Shares” means the common shares of TCPL.

“TCPL Deferral Preferred Shares” means each series of first preferred shares issued by TCPL in connection with the Assignment and Set-Off Agreement.

“TCPL Exchange Preferred Share Provisions” means the rights, privileges, restrictions and conditions attaching to TCPL Exchange Preferred Shares, as set forth in Schedule A.

“TCPL Exchange Preferred Shares” means the applicable series of first preferred shares of TCPL authorized or to be authorized by the Board in connection herewith.

“TCPL Preferred Shares” means collectively all of the preferred shares of TCPL (including the TCPL Exchange Preferred Shares and TCPL Deferral Preferred Shares).

“Time of Automatic Exchange” has the meaning ascribed thereto in Section 3.4.

“Transfer Agent” means the transfer agent from time to time for TCPL Exchange Preferred Shares.

“Trust Indenture” means the Trust Indenture, as supplemented by the supplemental indenture, in each case dated as of May 20, 2015 and entered into between the Trust, the Indenture Trustee and TCPL providing for, inter alia, the creation and issuance of the Trust Notes — Series 2015-A, as the same may be amended, supplemented or restated from time to time.

“Trust Notes” means the Trust Notes — Series 2015-A and any other instruments representing subordinated unsecured debt obligations of the Trust as may be issued and outstanding under the Trust Indenture from time to time.

“Trust Notes — Series 2015-A” has the meaning ascribed thereto in the recitals to this Agreement.

“Trust Notes — Series 2015-A Provisions” means the rights, privileges, restrictions and conditions attaching to the Trust Notes — Series 2015-A, as set forth in the Trust Indenture.

“Trustee” means Valiant Trust Company, the trustee of the Trust, and includes any successor to it which may become trustee of the Trust in accordance with Section 7.4 of the Declaration of Trust.

“Voting Trust Units” has the meaning ascribed thereto in the recitals to this Agreement.

1.2Additional Definitions

In addition, unless the context otherwise requires, the definitions in the Declaration of Trust and the Trust Indenture apply to this Agreement.

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1.3Headings

The division of this Agreement into Articles, Sections and subsections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

1.4Extended Meanings

In this Agreement words importing the singular number only shall include the plural and vice versa, and words importing gender include all genders.

1.5Date of Any Action

If any date on which any action is required to be taken under this Agreement is not a Business Day, such action shall be required to be taken on the next succeeding Business Day.

1.6Payments

All payments to be made hereunder shall be made without interest and less any tax required by law to be deducted and withheld as provided under Section 6.16.

1.7References to Statutes

Unless expressly stated otherwise, a reference to any statute shall be deemed to be a reference to that statute as in force from time to time, including any regulations, rules, policy statements, instruments or guidelines made under that statute, and to include any statute which may be enacted in substitution of that statute.

1.8Currency References

All references to dollar ($) amounts shall, unless otherwise expressly indicated herein, be to United States dollars.

1.9Rights of Set-Off

Each party may set-off against amounts owing by it hereunder to another Person any amounts owing or accruing due by such Person to it or any of its Affiliates, without duplication.

1.10Schedules

The following Schedule forms an integral part of this Agreement:

Schedule A - TCPL Exchange Preferred Share Provisions

ARTICLE 2
TRUST

2.1Establishment of Trust

The Exchange Trustee shall hold the Series 2015-A Trust Estate in order to enable the Exchange Trustee to exercise the rights and enforce the obligations thereunder, and shall hold the other rights granted in or resulting from the Exchange Trustee being a party to this Agreement in order to enable the Exchange Trustee to exercise or enforce such rights, in each case as trustee for and on behalf of the Holders of Trust Notes — Series 2015-A, as provided in this Agreement.  Except where the context otherwise requires, all

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references to the Exchange Trustee hereunder shall be to the Exchange Trustee in its capacity as trustee for and on behalf of the Holders of Trust Notes — Series 2015-A.

ARTICLE 3
AUTOMATIC EXCHANGE

3.1Creation and Grant of Automatic Exchange

(a)TCPL hereby grants the Automatic Exchange together with its undertaking to, and covenants in favour of, the Exchange Trustee, as trustee for and on behalf of, and for the use and benefit of, the Holders of Trust Notes — Series 2015-A, to make the Automatic Exchange effective in accordance with and subject to the Trust Notes — Series 2015-A Provisions and the provisions of this Agreement. TCPL hereby acknowledges receipt from the Exchange Trustee, as trustee for and on behalf of the Holders of Trust Notes — Series 2015-A, of good and valuable consideration for such grant, undertaking and covenant and the sufficiency thereof.

(b)The Exchange Trustee, for and on behalf of the Holders of Trust Notes — Series 2015-A, hereby grants the Automatic Exchange together with its undertaking to, and covenants in favour of, TCPL to make the Automatic Exchange effective in accordance with and subject to the Trust Notes — Series 2015-A Provisions and the provisions of this Agreement. The Exchange Trustee, for and on behalf of the Holders of Trust Notes — Series 2015-A, hereby acknowledges receipt from TCPL of good and valuable consideration for such grant, undertaking and covenant and the sufficiency thereof.

(c)During the term of the trust created under this Agreement and subject to the terms and conditions of the Trust Notes — Series 2015-A Provisions and this Agreement, the Exchange Trustee shall possess and be vested with full legal right, entitlement and ownership to the rights arising from TCPL’s grant and covenant under Section 3.1(a) and the full power and authority of the Holders pursuant to and in accordance with the Trust Notes — Series 2015-A Provisions to perform the undertaking and covenant under Section 3.1(b).  The Exchange Trustee shall be entitled to exercise all of the related rights, privileges and powers of, under and with respect to the grant and covenant under Section 3.1(a), and to give effect to and perform the grant and covenant under Section 3.1(b), provided that the Exchange Trustee shall:

(i)hold the Automatic Exchange rights and the legal title thereto as trustee for and solely for the use and benefit of the Holders of Trust Notes — Series 2015-A and TCPL in accordance with and subject to the Trust Notes — Series 2015-A Provisions and this Agreement;

(ii)make the Automatic Exchange effective in accordance with and subject to the Trust Notes — Series 2015-A Provisions and this Agreement; and

(iii)except as specifically authorized by this Agreement, have no power or authority to exercise or otherwise deal in or with the Automatic Exchange rights and the Exchange Trustee shall not exercise any such rights for any purpose other than pursuant to this Agreement.

3.2Limitation

TCPL shall not at any time issue TCPL Exchange Preferred Shares except following an Automatic Exchange or pursuant to the Series 2015-A Subscription Right or in respect of any other series of Trust Notes.

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3.3Automatic Exchange

On the occurrence of an Automatic Exchange Event, whether before or after the occurrence of any Event of Default (as defined in the Indenture), each Holder of Trust Notes — Series 2015-A then outstanding shall, through the Exchange Trustee, be deemed to have hereby automatically exchanged and transferred to TCPL all of such Holder’s right, title and interest in and to the Trust Notes — Series 2015-A, including pursuant to the guarantee provided by TCPL in respect of the Trust Notes — Series 2015-A, registered in its name at a price, for each $1,000 principal amount of Trust Notes — Series 2015-A, equal to one newly issued and fully paid TCPL Exchange Preferred Share with a stated issue price of $1,000 per share, together with such number of TCPL Exchange Preferred Shares (including fractional shares, if applicable) calculated by dividing the amount of accrued and unpaid interest on each $1,000 principal amount of Trust Notes — Series 2015-A from the immediately preceding Interest Payment Date to, but excluding, the date of the Automatic Exchange Event, by $1,000.  As full and final payment of such price, a Holder of Trust Notes — Series 2015-A shall receive, and be deemed to have received, as of the Time of Automatic Exchange, the right to be issued one newly issued and fully paid TCPL Exchange Preferred Share which right shall be immediately and automatically exercised as provided in this section 3.3 with a stated issue price of $1,000 per share, together with such number of TCPL Exchange Preferred Shares (including fractional shares, if applicable) calculated by dividing the amount of accrued and unpaid interest on each $1,000 principal amount of Trust Notes — Series 2015-A from the immediately preceding Interest Payment Date to, but excluding, the date of the Automatic Exchange Event by $1,000, per $1,000 principal amount of Trust Notes — Series 2015-A held by the Holder.  The foregoing exchange, transfer, receipt and acceptance shall be automatically effected hereby and shall not require any conveyance, confirmation or further action on the part of the Trust, the Exchange Trustee or the Holders in order to give full and final effect to same.  For greater certainty, any Trust Notes — Series 2015-A purchased or redeemed by the Trust prior to the Time of Automatic Exchange shall be deemed not to be outstanding and shall not be subject to the Automatic Exchange.

3.4Idem

As of 8:00 a.m. (Eastern time) on the day on which an Automatic Exchange Event occurs (the “Time of Automatic Exchange”), each Holder of Trust Notes — Series 2015-A shall be deemed to have exchanged and transferred to TCPL all of such Holder’s right, title and interest in and to the Trust Notes — Series 2015-A registered in its name and shall thereupon automatically cease to be a Holder of such Trust Notes — Series 2015-A and all rights of such Holder as a debtholder of the Trust, including pursuant to the guarantee provided by TCPL in respect of the Trust Notes — Series 2015-A, shall automatically cease, and each Holder shall thereupon and thereafter be deemed to be and for all purposes shall hereby be entitled to a right to be issued the corresponding number of TCPL Exchange Preferred Shares (including fractional shares, if applicable) contemplated in Section 3.3. TCPL shall deliver to the Exchange Trustee a written notice (the “Automatic Exchange Event Notice”), which shall be binding on the Holders of the Trust Notes — Series 2015-A, signed by any Authorized Officer, of the occurrence of an Automatic Exchange within 10 days after the occurrence of such event and, as soon as practicable following receipt by the Exchange Trustee from TCPL, the Exchange Trustee shall deliver notice to the Holders of Trust Notes — Series 2015-A of the occurrence of the Automatic Exchange; provided, however, that a failure to make such delivery shall not affect, reduce or modify in any way the effectiveness of the Automatic Exchange with effect as of the Time of Automatic Exchange.

3.5Procedure

Following the occurrence of an Automatic Exchange, the Trust shall, as soon as reasonably practicable, inform TCPL and the Exchange Trustee by notice in writing (the “Exchange Notice”) as to the number of Trust Notes — Series 2015-A exchanged and transferred hereby.  Such Exchange Notice shall specify the number of TCPL Exchange Preferred Shares (including fractional shares, if applicable) required in connection with the Automatic Exchange in accordance with the Trust Notes — Series 2015-A Provisions and shall specify whether, to the knowledge of the Trust, such Holders of Trust Notes — Series 2015-A (or Persons beneficially owning Trust Notes — Series 2015-A represented by the Holders of such Trust Notes — Series

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2015-A) are Ineligible Persons. As a precondition to the delivery of any certificate or other evidence of issuance representing any TCPL Exchange Preferred Shares or related rights following an Automatic Exchange, TCPL may require the Trust to obtain from any Holder of Trust Notes — Series 2015-A (and Persons holding Trust Notes — Series 2015-A represented by such Holder of Trust Notes — Series 2015-A ) a declaration, in form and substance satisfactory to TCPL, confirming compliance with any applicable regulatory requirements and to establish that such Holder of Trust Notes — Series 2015-A is not, and does not represent, an Ineligible Person. The Trustee shall be entitled to rely exclusively on the declaration of the Holder. Subject as aforesaid, TCPL shall, as soon as practicable following receipt of the Exchange Notice, arrange for delivery to the Clearing Agency (if the Trust Notes — Series 2015-A were, on the date of the Exchange Notice, held only in the Book-Entry System) or to the Trust (in all other cases) of a certificate or other evidence of issuance representing that number of TCPL Exchange Preferred Shares (including fractional shares, if applicable) or related rights, as applicable. In no event shall TCPL be required as a consequence of an Automatic Exchange to issue a number of TCPL Exchange Preferred Shares in excess of the number contemplated in Section 3.3 or in excess of the number required to enable the Trust to fulfil its obligations in connection with the redemption of Trust Notes — Series 2015-A in the circumstances described in Article 4. For greater certainty, a failure to give any notice, make any determination or make any delivery shall not affect, reduce or modify in any way the effectiveness of the Automatic Exchange with effect as of the Time of Automatic Exchange.

ARTICLE 4
SERIES 2015-A SUBSCRIPTION RIGHT

4.1Grant of Series 2015-A Subscription Right

Subject to the provisions of this Article 4, TCPL hereby grants to the Trust the right to subscribe at any time for such number of TCPL Exchange Preferred Shares (including fractional shares, if applicable) as may be necessary in order to enable the Trust to redeem, for TCPL Exchange Preferred Shares, Trust Notes — Series 2015-A, if any, that remain outstanding following the occurrence of an Automatic Exchange Event, as provided for herein and in the Trust Indenture. Such TCPL Exchange Preferred Shares shall be issued by TCPL to the Trust solely for the purpose of the Trust giving effect to a redemption of any such outstanding Trust Notes — Series 2015-A following the Automatic Exchange Event.

4.2Series 2015-A Subscription Right—Procedure

Following the occurrence of an Automatic Exchange Event in circumstances where, for any reason, any Trust Notes — Series 2015-A remain outstanding and are not owned by TCPL or an Affiliate thereof, the Trust shall, as soon as reasonably practicable, inform TCPL and the Exchange Trustee by notice in writing (the “Subscription Notice”) as to such number of outstanding Trust Notes — Series 2015-A.  The Subscription Notice shall specify such number of TCPL Exchange Preferred Shares (including fractional shares, if applicable) as would be required to enable the Trust to fulfil its obligations in connection with the redemption by the Trust of such number of outstanding Trust Notes — Series 2015-A in accordance with the Trust Notes — Series 2015-A Provisions and shall specify whether, to the knowledge of the Trust, such Holders of Trust Notes — Series 2015-A (or Persons holding Trust Notes — Series 2015-A represented by the Holders of such Trust Notes — Series 2015-A) are Ineligible Persons. As a precondition to the issuance of any TCPL Exchange Preferred Shares to the Trust pursuant to the exercise by the Trust of the Series 2015-A Subscription Right, TCPL may require the Trust to obtain from any Holder of Trust Notes — Series 2015-A (and Persons holding Trust Notes — Series 2015-A represented by such Holder of Trust Notes — Series 2015-A) a declaration, in form and substance satisfactory to TCPL, confirming compliance with applicable regulatory requirements and to establish that such Holder of Trust Notes — Series 2015-A is not, and does not represent, an Ineligible Person. The Trustee shall be entitled to rely exclusively on the declaration of the Holder or the direction of a written order by TCPL, and the Trustee shall have no obligation to monitor with respect to Ineligible Persons. Subject to Section 5.7, TCPL shall, as soon as practicable following receipt of the Subscription Notice, arrange for delivery to the Clearing Agency (if the Trust Notes — Series 2015-A were, on the date of the Subscription Notice, held only in the Book-Entry System) or to the Trust (in all other cases) of that number of TCPL

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Exchange Preferred Shares (including fractional shares, if applicable), as applicable, so as to enable the Trust to discharge its redemption obligations in accordance with the Trust Notes — Series 2015-A Provisions.

4.3Idem

The Trust need not give notice of redemption prior to the exercise of such right of redemption if TCPL has given an Automatic Exchange Event Notice. The redemption shall be and shall be deemed to have been effected and the consideration paid at the Time of Automatic Exchange. From and after the Time of Automatic Exchange, each Holder of Trust Notes — Series 2015-A (if any) whose Trust Notes — Series 2015-A were for any reason not exchanged for TCPL Exchange Preferred Shares by the operation of the Automatic Exchange and instead are subject to redemption by the Trust under this Agreement and in accordance with the Trust Notes — Series 2015-A Provisions, shall automatically cease to be a Holder of Trust Notes — Series 2015-A effective as of the Time of Automatic Exchange and instead shall be entitled only to the right to be issued TCPL Exchange Preferred Shares in respect of such redemption of Trust Notes — Series 2015-A held by such Holder in accordance with the Trust Notes — Series 2015-A Provisions.

ARTICLE 5
COVENANTS, REPRESENTATIONS AND WARRANTIES

5.1Certain Representations

TCPL hereby represents, warrants and covenants that it has: (i) authorized for issuance and will, at all times, keep available, free from pre-emptive and other rights, out of its authorized and unissued share capital, such number of TCPL Exchange Preferred Shares as may be required for TCPL to meet its obligations to issue TCPL Exchange Preferred Shares following the occurrence of the Automatic Exchange and in connection with the Series 2015-A Subscription Right; and (ii) taken all necessary corporate action to enable TCPL to issue TCPL Exchange Preferred Shares after the Automatic Exchange and in connection with the Series 2015-A Subscription Right.

5.2Notification of Certain Events

In order to assist TCPL and the Exchange Trustee to comply with their respective obligations hereunder, the Trust shall give TCPL and the Exchange Trustee notice of each of the following events at the times set forth below:

(a)any determination by the Trust to institute voluntary termination proceedings with respect to the Trust or to effect any other distribution of the assets of the Trust among its security holders for the purpose of winding-up its affairs, at least 60 days prior to the proposed effective date of such termination;

(b)immediately, upon the earlier of: (i) receipt by the Trust of notice of; and (ii) the Trust otherwise becoming aware of, any threatened or instituted claim, suit, petition or other proceedings with respect to the involuntary termination of the Trust or to effect any other distribution of the assets of the Trust among its security holders for the purpose of winding-up its affairs; and

(c)immediately upon the Trust making any determination to exercise any rights to redeem Trust Notes — Series 2015-A following the Automatic Exchange.

5.3Qualification of TCPL Exchange Preferred Shares

TCPL covenants that if any TCPL Exchange Preferred Shares to be issued and delivered hereunder or pursuant to the TCPL Exchange Preferred Share Provisions or the Trust Notes — Series 2015-A Provisions require registration or qualification with or approval of or the filing of any document, including any prospectus

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or similar document, or the taking of any proceeding with or the obtaining of any order, ruling, approval or consent from any governmental or regulatory authority under any Canadian or United States federal or provincial or state, as applicable, law or regulation or pursuant to the rules and regulations of any Canadian or United States regulatory authority or the fulfilment of any other legal requirement (collectively, the “Applicable Laws”) before such TCPL Exchange Preferred Shares may be issued and delivered by TCPL to the Trust, the Exchange Trustee or the Holders following the Automatic Exchange, the Series 2015-A Subscription Right or the TCPL Exchange Preferred Share Provisions, as the case may be, or in order that such TCPL Exchange Preferred Shares may be freely traded thereafter (except for any restrictions on ownership or transfer by reason of any Holder of TCPL Exchange Preferred Shares being a “control person” of TCPL for purposes of Canadian securities laws or by reason of any TCPL Exchange Preferred Shares being “control securities” for the purposes of United States securities laws), TCPL shall, in good faith, expeditiously take all such actions and do all such things as are necessary to cause such TCPL Exchange Preferred Shares to be duly registered, qualified or approved as and to the extent required for such purpose pursuant to Applicable Laws. TCPL represents and warrants that it has taken all actions and done all things as are necessary under Applicable Laws as they exist on the date hereof to cause the TCPL Exchange Preferred Shares to be issued and delivered in accordance with the provisions of this Agreement, the TCPL Exchange Preferred Share Provisions and the Trust Notes — Series 2015-A Provisions and to be freely tradable thereafter by the initial holder thereof, subject to the exceptions referred to above in this Section 5.3 provided, however, that a failure to take such actions and/or to do such things shall not affect, reduce or modify in any way the effectiveness of the Automatic Exchange as of the Time of Automatic Exchange.

5.4TCPL Support

So long as any Trust Notes — Series 2015-A or TCPL Exchange Preferred Shares are outstanding, TCPL shall perform all of the obligations to be performed by it hereunder following the Automatic Exchange, in connection with the Series 2015-A Subscription Right and pursuant to the TCPL Exchange Preferred Share Provisions, as applicable, and shall exercise all of its rights with respect thereto in accordance with the Declaration of Trust, the Trust Indenture and the terms of this Agreement. All TCPL Exchange Preferred Shares issued by TCPL following the Automatic Exchange or in connection with the Series 2015-A Subscription Right, as the case may be, shall be duly issued as fully paid and non-assessable shares in the capital of TCPL, free of pre-emptive rights and shall be free and clear of any lien, claim, encumbrance, security interest or adverse claim. Without limiting the generality of the immediately preceding sentence, TCPL covenants that it shall, in a timely manner, transfer or arrange to transfer to such account of the Trust or the Exchange Trustee, as the case may be, in the Book-Entry System of the Clearing Agency as the Trust or the Exchange Trustee, as the case may be, may direct, from time to time, the appropriate number of TCPL Exchange Preferred Shares (including fractional shares, if applicable), and supply the Trust or the Exchange Trustee, as the case may be, with duly executed share certificates, as applicable, so as to give effect, from time to time, to the issuance of TCPL Exchange Preferred Shares following the Automatic Exchange, in connection with the Series 2015-A Subscription Right or pursuant to the TCPL Exchange Preferred Share Provisions, as the case may be, in accordance with the Trust Notes — Series 2015-A Provisions, the TCPL Exchange Preferred Share Provisions and the provisions of this Agreement.

5.5Additional TCPL Covenants

For so long as any Trust Notes — Series 2015-A are outstanding and are held by any Person other than TCPL or an Affiliate thereof, TCPL covenants as follows for the benefit of the Holders of Trust Notes — Series 2015-A:

(a)all outstanding Voting Trust Units shall be held at all times, directly or indirectly, by TCPL;

(b)TCPL shall not approve the termination of the Trust unless the Trust has sufficient funds to pay to Holders of Trust Notes — Series 2015-A the redemption price for the Trust Notes — Series 2015-A as provided in the Trust Notes — Series 2015-A Provisions, and as long as any

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Trust Notes — Series 2015-A are outstanding and held by any Person other than TCPL or an Affiliate thereof, TCPL shall not take any action to cause the termination of the Trust;

(c)TCPL shall not create or issue TCPL Preferred Shares which, in the event of insolvency or winding-up of TCPL, would rank in right of payment in priority to the TCPL Exchange Preferred Shares;

(d)if the Trust Notes — Series 2015-A have not been exchanged for rights to be issued TCPL Exchange Preferred Shares pursuant to the Automatic Exchange, TCPL shall not, without the prior consent of Holders of Trust Notes — Series 2015-A by Extraordinary Resolution, amend, delete or vary any of the rights, privileges, restrictions and conditions attaching to the TCPL Exchange Preferred Shares other than amendments, deletions or variations which do not negatively impact future holders of TCPL Exchangeable Preferred Shares and other than amendments that relate to the preferred shares of TCPL as a class; and

(e)TCPL shall not assign or otherwise transfer its obligations under this Agreement except in the case of a merger, consolidation, amalgamation or reorganization or sale of substantially all of the assets of TCPL.

5.6Capital Reorganizations and Amalgamations of TCPL

In the event of a capital reorganization, consolidation, merger or amalgamation or sale of substantially all of the assets of TCPL or comparable transaction affecting TCPL Exchange Preferred Shares, TCPL covenants to take all necessary action to ensure that the Trust or Holders of Trust Notes — Series 2015-A, as the case may be, receive, following the Automatic Exchange or in connection with the Series 2015-A Subscription Right, as the case may be, after such capital reorganization, consolidation, merger, amalgamation or sale of substantially all assets or comparable transaction, the number of TCPL Exchange Preferred Shares (including fractional shares, if applicable) or other securities or consideration of TCPL or an entity resulting, surviving or continuing from the capital reorganization, consolidation, merger, amalgamation or sale of substantially all assets or comparable transaction that the Trust or such Holder of Trust Notes — Series 2015-A would have received if the Series 2015-A Subscription Right was exercised or if the TCPL Exchange Preferred Shares were issued following the Automatic Exchange, as the case may be, immediately prior to the record date of the capital reorganization, consolidation, merger, amalgamation or sale of substantially all assets or comparable transaction.

5.7Right not to Deliver TCPL Exchange Preferred Shares

The parties acknowledge that, as set out in the Trust Indenture, TCPL has reserved the right not to deliver TCPL Exchange Preferred Shares to any Ineligible Person following an Automatic Exchange or in connection with a redemption of the Trust Notes — Series 2015-A following an Automatic Exchange Event.  In those circumstances, the Indenture Trustee will hold all TCPL Exchange Preferred Shares that would otherwise be delivered to the Ineligible Persons and will deliver such shares to a broker retained by TCPL for the purpose of effecting the sale (to parties other than TCPL, its Affiliates or any Ineligible Persons) on behalf of such Ineligible Persons.  Those sales (if any) may be made at any time and at any price and none of the Trust, the Indenture Trustee or TCPL will be subject to any liability for failing to sell such TCPL Exchange Preferred Shares on behalf of any such Ineligible Persons or at any particular price on any particular day.  The net proceeds received by the Indenture Trustee from the sale of any such TCPL Exchange Preferred Shares will be divided among the Ineligible Persons in proportion to the number of TCPL Exchange Preferred Shares (including fractional shares, if applicable) that would otherwise have been delivered to them, after deducting the costs of sale and any applicable withholding taxes.  The Indenture Trustee will make payment of the aggregate net proceeds to the Clearing Agency (if the TCPL Exchange Preferred Shares are then held in the Book-Entry System) or to the registrar or transfer agent (in all other cases) for distribution to such Ineligible Persons in accordance with the customary practice and procedures of the Clearing Agency or otherwise.

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ARTICLE 6
EXCHANGE TRUSTEE

6.1Powers and Duties of Exchange Trustee

The rights, powers, duties and authorities of the Exchange Trustee under this Agreement, in its capacity as Exchange Trustee, are as follows:

(a)receiving and holding the Automatic Exchange and TCPL’s undertaking and covenant in relation to the Automatic Exchange as trustee and effecting the Holder’s related undertaking and covenant for and on behalf of each applicable Holder, in each case in accordance with the provisions of this Agreement;

(b)acting for and on behalf of the Holders of Trust Notes — Series 2015-A to implement and make effective the undertaking and covenant of the Holders with respect to the Automatic Exchange pursuant to Section 3.3;

(c)enforcing the benefit of and making effective the Automatic Exchange rights in accordance with the Trust Notes — Series 2015-A Provisions and this Agreement and, in connection therewith, receiving from Holders certificates representing Trust Notes — Series 2015-A and other requisite documents and distributing or causing to be distributed to such Holders TCPL Exchange Preferred Shares, and cheques, if any, to which such Holders may become entitled hereunder in connection with an Automatic Exchange;

(d)holding and administering the Series 2015-A Trust Estate in accordance with the terms of this Agreement;

(e)investing any money forming, from time to time, part of the Series 2015-A Trust Estate as provided in this Agreement;

(f)subject to Article 6, taking action at the direction of any Holder to enforce the obligations of the Trust or TCPL under this Agreement; and

(g)taking such other actions and doing such other things as are specifically provided for in this Agreement.

In the exercise of such rights, powers, duties and authorities, the Exchange Trustee shall have (and is granted) such incidental and additional rights, powers and authority not in conflict with any of the provisions of this Agreement, the Trust Notes — Series 2015-A Provisions and the TCPL Exchange Preferred Share Provisions relating to the Exchange Trustee as are reasonably required for the Exchange Trustee to carry out its duties under this Agreement. Any exercise of such discretionary rights, powers and authorities by the Exchange Trustee shall be final, conclusive and binding upon all Persons. For greater certainty, with respect to the Trust Notes — Series 2015-A and the TCPL Exchange Preferred Shares, the Exchange Trustee shall have only those duties as are set out specifically in this Agreement. The Exchange Trustee, in exercising its rights, powers, duties and authorities hereunder, shall act honestly and in good faith with a view to the best interests of the Holders and shall exercise the care, diligence and skill that a reasonably prudent trustee, nominee and agent would exercise in comparable circumstances. The Exchange Trustee shall not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall be specifically required to do so under the terms hereof; nor shall the Exchange Trustee be required to take any notice of, or to do or to take any act, action or proceeding as a result of any default or breach of any provision hereunder, unless and until notified in writing of such default or breach, which notice shall specify the default or breach desired to be brought to the attention of the Exchange Trustee, and in the absence of such notice the Exchange Trustee may for all purposes of this Agreement conclusively assume that no default or breach has

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been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained in this Agreement.

6.2No Conflict of Interest

The Exchange Trustee represents to the Trust and TCPL that, at the date of execution and delivery of this Agreement, there exists no material conflict of interest in the role of the Exchange Trustee as a fiduciary hereunder. The Exchange Trustee shall, within 90 days after it becomes aware that such a material conflict of interest exists, either eliminate such material conflict of interest or resign in the manner and with the effect specified in Article 9. If, notwithstanding the foregoing provisions of this Section 6.2, the Exchange Trustee has such a material conflict of interest, the validity and enforceability of this Agreement shall not be affected in any manner whatsoever by reason only of the existence of such material conflict of interest. If the Exchange Trustee contravenes the foregoing provisions of this Section 6.2, any interested party may apply to the Superior Court of Justice (Ontario) for an order that the Exchange Trustee be replaced under this Agreement.

6.3Dealings with Transfer Agents, Registrars and the Clearing Agency

The Trust and TCPL severally and irrevocably authorize the Exchange Trustee, from time to time, to:

(a)consult, communicate and otherwise deal with the Indenture Trustee and the respective registrars and transfer agents, and any such subsequent registrar or transfer agent, of the Trust Notes — Series 2015-A and TCPL Exchange Preferred Shares;

(b)if applicable, consult, communicate and otherwise deal with the Clearing Agency; and

(c)requisition, from time to time, from the Indenture Trustee or any such registrar or transfer agent or the Clearing Agency any information readily available from the records maintained by any such entity which the Exchange Trustee may reasonably require for the discharge of its duties and responsibilities under the Trust Notes — Series 2015-A Provisions, the TCPL Exchange Preferred Share Provisions and this Agreement.

6.4Books and Records

The Exchange Trustee shall keep available for inspection by TCPL and the Trust, at the Exchange Trustee’s principal office in Calgary, Alberta, correct and complete books and records of account relating to the Exchange Trustee’s actions under this Agreement. On or before March 1 in every year, the Exchange Trustee shall transmit to TCPL and the Trust a brief report, dated as of December 31 in the immediately preceding year, with respect to: (i) the Series 2015-A Trust Estate as of that date; and (ii) all other actions taken by the Exchange Trustee in the performance of its duties under this Agreement which it had not previously reported.

6.5Indemnification Prior to Certain Actions by Exchange Trustee

Notwithstanding any other provision of this Agreement, the Exchange Trustee shall only be required to exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement at the written request, order or direction of any Holder upon such Holder furnishing to the Exchange Trustee reasonable funds, security and indemnity satisfactory to the Exchange Trustee, acting reasonably, against the costs, expenses and liabilities that may be incurred by the Exchange Trustee therein or thereby, provided that no Holder will be obligated to furnish to the Exchange Trustee any such funding, security or indemnity in connection with the exercise, but not the enforcement, by the Exchange Trustee of any of its rights, duties, powers and authorities vested in it by this Agreement. None of the provisions contained in this Agreement shall require the Exchange Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties or authorities under this Agreement nor limits the Exchange

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Trustee, acting reasonably, from requesting an indemnity, before any enforcement of rights.  In addition, the Exchange Trustee shall disburse funds only to the extent that funds have been deposited with it.

6.6Actions by Holders

No Holder shall have the right to institute any action, suit or proceeding or to exercise any other remedy authorized by this Agreement for the purpose of enforcing any of its rights or for the execution of any trust, power or obligation hereunder unless the Holder has requested in writing the Exchange Trustee to take or institute such action, suit or proceeding and, subject to Section 6.5, furnished the Exchange Trustee with the funding, security and indemnity referred to in Section 6.5, and the Exchange Trustee shall have failed to act within a reasonable time thereafter. In such case, but not otherwise, the Holder shall be entitled to take proceedings in any court of competent jurisdiction, it being understood and intended that no one or more Holders shall have any right in any manner whatsoever to affect, disturb or prejudice the rights hereby created by any such action, or to enforce any right hereunder, except subject to the conditions and in the manner herein provided, and that all powers and trusts hereunder shall be exercised and all proceedings at law shall be instituted, had and maintained by the Exchange Trustee, except only as herein provided, and in any event for the benefit of all Holders.

6.7Reliance upon Declarations

The Exchange Trustee shall not be considered to be in contravention of any of its rights, powers, duties and authorities hereunder if, when required, it acts and relies in good faith upon written notices, statutory declarations, certificates, opinions, reports or other papers or documents furnished pursuant to the provisions hereof, the Trust Notes — Series 2015-A Provisions or the TCPL Exchange Preferred Share Provisions or required by the Exchange Trustee to be furnished to it in the exercise of its rights, powers, duties and authorities hereunder and such notices, statutory declarations, certificates, opinions, reports or other papers or documents comply with this Agreement, nor shall the Exchange Trustee be responsible for relying on the accuracy of the information contained in any such document provided it honestly and in good faith believes such information to be correct.  The Exchange Trustee shall not be responsible or liable in any manner for the sufficiency, genuineness, correctness or validity of any security deposited with it.

6.8Evidence and Authority to Exchange Trustee

The Trust and/or TCPL shall furnish to the Exchange Trustee evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by the Trust and/or TCPL or the Exchange Trustee under this Agreement, the Trust Notes — Series 2015-A Provisions, the TCPL Exchange Preferred Share Provisions or as a result of any obligation or duty imposed under this Agreement, the Trust Notes — Series 2015-A Provisions or the TCPL Exchange Preferred Share Provisions, including in respect of the Automatic Exchange and the Series 2015-A Subscription Right and the taking of any other action to be taken by the Exchange Trustee, at the request of or on the application of the Trust and/or TCPL forthwith if and when:

(a)such evidence is required by any other provision of this Agreement, the Trust Notes — Series 2015-A Provisions or the TCPL Exchange Preferred Share Provisions to be furnished to the Exchange Trustee in accordance with this Section 6.8; or

(b)the Exchange Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, the Trust Notes — Series 2015-A Provisions or the TCPL Exchange Preferred Share Provisions, gives the Trust and/or TCPL written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice.

Such evidence shall consist of a certificate signed by an Authorized Officer and/or by or on behalf of the Trust by an authorized signatory of the Administrative Agent or a statutory declaration stating that any such condition has been complied with in accordance with the terms of this Agreement and the Trust Notes — Series

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2015-A Provisions or the TCPL Exchange Preferred Share Provisions, as applicable. Such evidence may consist of a report or opinion of any solicitor, auditor, accountant, appraiser, valuator or other expert or any other Person whose qualifications give authority to a statement made by such Person, provided that if such report or opinion is furnished by TCPL and/or by or on behalf of the Trust by an authorized signatory of the Administrative Agent it shall be in the form of a certificate or a statutory declaration. Each statutory declaration, certificate, opinion or report furnished to the Exchange Trustee as evidence of compliance with a condition provided for in this Agreement, the Trust Notes — Series 2015-A Provisions or TCPL Exchange Preferred Share Provisions, as applicable, shall include a statement by the Person giving the evidence:

(c)declaring that such Person has read and understands the provisions of this Agreement, the Trust Notes — Series 2015-A Provisions and/or the TCPL Exchange Preferred Share Provisions, as applicable, relating to the condition in question;

(d)describing the nature and scope of the examination or investigation upon which such Person based the statutory declaration, certificate, statement or opinion; and

(e)declaring that such Person has made such examination or investigation as such Person believes is necessary to enable such Person to make the statements or give the opinions contained or expressed therein.

6.9Experts, Advisers and Agents

The Exchange Trustee may:

(a)in relation to this Agreement, the Trust Notes — Series 2015-A Provisions and/or the TCPL Exchange Preferred Share Provisions, act and rely on the opinion or advice of, or information obtained from or prepared by, any solicitor, auditor, accountant, appraiser, valuator or other expert, whether retained by the Exchange Trustee or by the Trust and/or TCPL or otherwise, and may retain or employ such assistants as may be necessary to the proper determination and discharge of its powers, duties and obligations and the determination of its rights hereunder and may pay proper and reasonable compensation for all such legal and other advice or assistance as aforesaid; and

(b)retain or employ such agents and other assistants as it may reasonably require for the proper determination and discharge of its powers and duties hereunder, and may pay reasonable remuneration for all services performed for it (and shall be entitled to receive reasonable remuneration for all services performed by it) in the discharge of its duties hereunder and compensation for all disbursements, costs and expenses made or incurred by it in the determination and discharge of its duties hereunder.

6.10Investment of Money Held by or on behalf of Exchange Trustee

(a)Unless otherwise provided in this Agreement, any moneys held by or on behalf of the Exchange Trustee, which under the terms of this Agreement may or ought to be invested or which may be on deposit with the Exchange Trustee or which may be in the hands of the Exchange Trustee, may be invested and reinvested in the name or under the control of the Exchange Trustee, upon the written direction of the Trust, in Authorized Investments.

(b)Upon receipt of a direction from the Trust, the Exchange Trustee shall invest any moneys held by it in Authorized Investments in its name in accordance with such direction. Any direction from the Trust to the Exchange Trustee shall be in writing and shall be provided to the Exchange Trustee no later than 9:00 a.m. (Toronto time) on the day on which the investment is to be made. Any such direction received by the Exchange Trustee after 9:00

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a.m. (Toronto time) or received on a non-Business Day shall be deemed to have been given prior to 9:00 a.m. (Toronto time) on the next Business Day.

(c)In the event that the Exchange Trustee does not receive a direction or only a partial direction, the Exchange Trustee may hold cash balances constituting part or all of the funds and may, but need not, invest same in the deposits of a Canadian chartered bank; but the Exchange Trustee and its Affiliates shall not be liable to account for any profit to any parties to this Agreement or to any Person other than at a rate, if any, established from time to time by the Exchange Trustee or its Affiliates or a Canadian chartered bank.

(d)The Exchange Trustee shall not be liable for any loss or losses realized on such investments, other than those related to the negligence, willful acts or defaults of the Exchange Trustee.

6.11Exchange Trustee Not Required to Give Security

The Exchange Trustee shall not be required to give any bond or security in respect of the execution of the trusts, rights, duties, obligations, powers and authorities of this Agreement.

6.12Exchange Trustee Not Bound to Act on Request

Except as otherwise specifically provided for in this Agreement, the Exchange Trustee shall not be required to act in accordance with any direction or request of the Trust and/or TCPL until a duly authenticated copy of the instrument or resolution containing such direction or request shall have been delivered to the Exchange Trustee, and the Exchange Trustee shall be empowered to act and rely upon any such copy purporting to be authenticated and believed in good faith by the Exchange Trustee to be genuine.

6.13Authority to Carry on Business

The Exchange Trustee represents to the Trust and/or TCPL that, at the date of execution and delivery by it of this Agreement, it is authorized to carry on the business of a trust company in the Province of Ontario but if, notwithstanding the provisions of this Section 6.13, it ceases to be so authorized to carry on business, the validity and enforceability of this Agreement, and the other rights granted in or resulting from the Exchange Trustee being a party to this Agreement, shall not be affected in any manner whatsoever by reason only of such event, but the Exchange Trustee shall, within 90 days after ceasing to be authorized to carry on the business of a trust company in the Province of Ontario, either become so authorized or resign in the manner and with the effect specified in Article 9.

6.14Conflicting Claims

If conflicting claims or demands are made or asserted with respect to any interest of any Holder in any Trust Notes — Series 2015-A or TCPL Exchange Preferred Shares, including any disagreement between the heirs, representatives, successors or assigns succeeding to all or any part of the interest of any Holder in any Trust Notes — Series 2015-A or TCPL Exchange Preferred Shares resulting in conflicting claims or demands being made in connection with such interest, then the Exchange Trustee shall be entitled, at its sole discretion, to refuse to recognize or to comply with any such claim or demand. In so refusing, the Exchange Trustee may elect not to exercise any rights subject to such conflicting claims or demands and, in so doing, the Exchange Trustee shall not be or become liable to any Person on account of such election or its failure or refusal to comply with any such conflicting claims or demands. The Exchange Trustee shall be entitled to continue to refrain from acting and to refuse to act until:

(a)the rights of all adverse claimants or other rights subject to such conflicting claims or demands have been adjudicated by a final judgment of a court of competent jurisdiction; or

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(b)all differences or other rights subject to such conflicting claims or demands have been conclusively settled by a valid written agreement binding on all such adverse claimants, and the Exchange Trustee shall have been furnished with an executed copy of such agreement.

If the Exchange Trustee elects to recognize any claim or comply with any demand made by any such adverse claimant, it may in its discretion require such claimant to furnish such surety bond or other security satisfactory to the Exchange Trustee as it may deem appropriate to fully indemnify it as between all conflicting claims or demands.

6.15Acceptance by Exchange Trustee

The Exchange Trustee hereby accepts the trust and duties created and provided for by and in this Agreement and agrees to perform the same upon the terms and conditions herein set forth and to hold all rights, privileges and benefits conferred hereby and by law, in trust, for TCPL and various Persons who are from time to time Holders of Trust Notes — Series 2015-A, subject to all the terms and conditions herein set forth.

6.16Withholding Tax

TCPL or the Exchange Trustee may deduct or withhold (or such amount shall be deducted or withheld in accordance with the customary practice and procedures of the Clearing Agency) from any payment, distribution or delivery to any Holder amounts required or permitted by law to be deducted or withheld from such Holder’s distribution, payment or delivery and shall remit such amounts to the relevant tax authority in the manner and within the time required by law. Where the cash component of any payment, distribution or delivery to be made to a Holder is less than the amount that TCPL or the Exchange Trustee is required or permitted to withhold, TCPL or the Exchange Trustee shall be permitted to withhold from any non-cash payment, distribution or delivery to be made to the Holder and to dispose or arrange to dispose of such property in order to remit any amount to the relevant tax authority as required. TCPL shall provide written direction to the Exchange Trustee as to such amounts to be deducted or withheld; provided, however, that the Exchange Trustee shall deduct or withhold from any Holder’s distribution or delivery any amount it is required by law to deduct and withhold, and shall remit such amount to the relevant tax authority in the manner and within the time required by law, notwithstanding the failure of TCPL to provide any such direction following a request therefor from the Exchange Trustee, and in so doing the Exchange Trustee shall be deemed to have complied with its obligations hereunder. The Exchange Trustee shall file in the manner and within the time required by law any required tax returns and provide any required information slips relating to such withholding or deduction.

6.17Residency of Exchange Trustee

The Exchange Trustee hereby represents that it is a resident of Canada for the purposes of the Tax Act and the Exchange Trustee shall give the Trust and TCPL notice of any change in such status.

6.18Tax Reports

The Trust shall be solely responsible for all tax processing relating to or arising from the duties or actions contemplated by this Agreement, including any inquiry, evaluation, reporting, remittance, filing and issuance of tax slips, summaries, reports, except as is specifically delegated to the Indenture Trustee pursuant to this Agreement or as may be agreed subsequently, as confirmed in writing by the parties.

The Exchange Trustee shall process only such tax matters as have been specifically delegated to it pursuant to this Agreement or as may be agreed subsequently, and in doing so, the Exchange Trustee does not undertake to carry out any inquiry, evaluation, reporting, remittance, filing or issuance of tax slips, summaries and reports necessary or incidental thereto, which shall remain the sole responsibility of the Trust. The Exchange Trustee shall be entitled to rely upon and assume, without further inquiry or verification, the

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accuracy and completeness of any tax processing information, documentation or instructions received by the Exchange Trustee, directly or indirectly, from or on behalf of the Trust.

6.19Compliance with Privacy Legislation

The parties acknowledge that federal, provincial and/or state legislation in Canada or the United States that address the protection of individuals’ personal information (collectively, “Privacy Laws”) may apply to obligations and activities under this Agreement. Despite any other provision of this Agreement, no party shall take or direct any action that would contravene, or cause any other party to contravene, applicable Privacy Laws. The Exchange Trustee shall use commercially reasonable efforts to ensure that its services hereunder comply with Privacy Laws.  Specifically, the Exchange Trustee agrees: (a) to have a designated chief privacy officer; (b) to maintain policies and procedures to protect personal information and to receive and respond to any privacy complaint or inquiry; (c) to use personal information solely for the purposes of providing its services under or ancillary to this Agreement and not to use it for any other purpose except with the consent of or direction from the Trust and TCPL or the individual involved; (d) not to sell or otherwise improperly disclose personal information to any third party; and (e) to employ administrative, physical and technological safeguards to reasonably secure and protect personal information against loss, theft, or unauthorized access, use or modification.

6.20Compliance with Anti-Money Laundering Legislation

The Exchange Trustee shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Exchange Trustee, in its sole judgment, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline.

ARTICLE 7
COMPENSATION

7.1Fees and Expenses of Exchange Trustee

The Trust and TCPL jointly and severally agree to pay to the Exchange Trustee reasonable compensation for all of the services rendered by it under this Agreement and shall reimburse the Exchange Trustee for all reasonable expenses incurred by it in connection therewith (including, but not limited to, taxes and compensation paid to experts, counsel and advisors and disbursements, including the cost and expense of any suit or litigation of any character and any proceedings before any governmental agency reasonably incurred by the Exchange Trustee); provided that the Trust and TCPL shall have no obligation to reimburse the Exchange Trustee for any expenses or disbursements paid, incurred or suffered by the Exchange Trustee in any suit or litigation in which the Exchange Trustee is determined to have acted with fraud, negligence or wilful misconduct. For administrative purposes, the Exchange Trustee may invoice TCPL unless instructed otherwise.

ARTICLE 8
INDEMNIFICATION AND LIMITATION OF LIABILITY

8.1Indemnification of Exchange Trustee

The Trust and TCPL jointly and severally agree to indemnify and hold harmless the Exchange Trustee and each of its directors, officers, employees, representatives and agents appointed and acting in accordance with this Agreement (collectively, the “Indemnified Parties”) against all claims, losses, damages, costs, penalties, fines, taxes, assessments of additional taxes, interest or penalties or other governmental charges, including the withholding or deduction or the failure to withhold or deduct same, any liability for failure to obtain proper certifications or to properly report to government authorities, and reasonable expenses (including reasonable expenses of the Exchange Trustee’s legal counsel) which, without fraud, negligence or wilful

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misconduct on the part of such Indemnified Party, are paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Exchange Trustee’s acceptance or administration of the trust, its compliance with its duties set forth in this Agreement, or with any written or oral instructions delivered to the Exchange Trustee by the Trust or TCPL pursuant hereto (collectively, “Claims” and individually, a “Claim”). In no case will the Trust or TCPL be liable under this indemnity for any Claim if such Claim is incurred or suffered by reason of or as a result of the fraud, negligence or wilful misconduct of an Indemnified Party and unless the Trust and TCPL shall be notified by the Exchange Trustee of the written assertion of a Claim promptly after any of the Indemnified Parties shall have received any such written assertion of a Claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the Claim, provided that a failure or delay to so notify the Trust and TCPL shall not diminish the liability of the Trust and TCPL hereunder except to the extent that the Trust and TCPL are materially prejudiced by such failure or delay. Subject to (ii) below, the Trust and TCPL shall be entitled to participate at their own expense in the defence and, if the Trust or TCPL so elect at any time after receipt of such notice, any of them may assume the defence of any suit brought to enforce any such Claim. The Exchange Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof but the fees and expenses of such counsel shall be at the expense of the Exchange Trustee unless: (i) the employment of such counsel has been authorized by the Trust or TCPL, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Exchange Trustee and the Trust or TCPL and the Exchange Trustee shall have been advised by counsel acceptable to the Trust and TCPL that there may be one or more legal defences available to the Exchange Trustee that are different from or in addition to those available to the Trust or TCPL and that an actual or potential conflict of interest exists (in which case the Trust and TCPL shall not have the right to assume the defence of such suit on behalf of the Exchange Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Exchange Trustee). This provision shall survive the resignation or removal of the Exchange Trustee or the termination of this Agreement.

8.2Limitation of Liability

The Exchange Trustee shall not be held liable for any loss which may occur by reason of insolvency or termination of TCPL, the Trust or any Holder, as the case may be, or early termination of any investment under Section 6.10 or depreciation of the value of any part of the Series 2015-A Trust Estate or any loss incurred on any investment of funds pursuant to this Agreement, except to the extent that such loss is attributable to fraud, negligence or wilful misconduct on the part of the Exchange Trustee.

ARTICLE 9
CHANGE OF EXCHANGE TRUSTEE

9.1Resignation of Exchange Trustee

The Exchange Trustee, or any Exchange Trustee hereafter appointed, may at any time resign by giving written notice of such resignation to the Trust and TCPL specifying the date on which it desires to resign, provided that such notice shall be given at least 60 days before such desired resignation date, unless the Trust and TCPL otherwise agree, and further provided that such resignation shall not take effect until the date of the appointment of a successor Exchange Trustee and the acceptance of such appointment by the successor Exchange Trustee. Upon receiving such notice of resignation, the Trust and TCPL shall promptly appoint a successor Exchange Trustee, which successor shall be a resident of Canada for the purposes of the Tax Act, by written instrument in duplicate, one copy of which shall be delivered to the resigning Exchange Trustee and one copy to the successor Exchange Trustee. Failing acceptance by a successor Exchange Trustee, a successor Exchange Trustee may be appointed by an order of the Superior Court of Justice (Ontario) upon application of one or more of the parties hereto at the joint and several expense of the Trust and TCPL.

9.2Removal of Exchange Trustee

The Exchange Trustee, or any Exchange Trustee hereafter appointed, may be removed: (i) with cause or if the Exchange Trustee at any time ceases to be a resident of Canada for the purposes of the Tax Act, by

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written instrument executed by the Trust and TCPL; or (ii) with or without cause by the Holders of Trust Notes — Series 2015-A pursuant to an Extraordinary Resolution and, if any TCPL Exchange Preferred Shares are outstanding, by the affirmative vote of Holders of the TCPL Exchange Preferred Shares passed in accordance with the TCPL Exchange Preferred Share Provisions (as though the removal were an amendment to the TCPL Exchange Preferred Share Provisions), in all cases, at any time on 60 days’ prior written notice, which notice shall be delivered to the Exchange Trustee so removed and to the successor Exchange Trustee.

9.3Successor Exchange Trustee

Any successor Exchange Trustee appointed as provided under this Agreement shall execute, acknowledge and deliver to the Trust and TCPL and to its predecessor Exchange Trustee an instrument accepting such appointment. Thereupon, the resignation or removal of the predecessor Exchange Trustee shall become effective and such successor Exchange Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Exchange Trustee in this Agreement. However, on the written request of the Trust and TCPL or of the successor Exchange Trustee, the Exchange Trustee ceasing to act shall, upon payment of any amounts then due to it pursuant to the provisions of this Agreement, execute and deliver an instrument transferring to such successor Exchange Trustee all the rights and powers of the Exchange Trustee so ceasing to act. Upon the request of any such successor Exchange Trustee, the Trust and TCPL, such predecessor Exchange Trustee shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor Exchange Trustee all such rights and powers. Any company into which the Exchange Trustee may be merged or with which it may be consolidated or amalgamated, or any company resulting or continuing from any merger, consolidation or amalgamation to which the Exchange Trustee is a party or any company to which the Exchange Trustee may transfer all or substantially all of its corporate trust business, shall be a successor Exchange Trustee under this Agreement, without the execution or filing of any paper or further act on the part of any of the parties hereto.

9.4Notice of Successor Exchange Trustee

Upon acceptance of appointment by a successor Exchange Trustee as provided in this Agreement, the Trust and TCPL shall cause to be mailed notice of the succession of such Exchange Trustee under this Agreement to each registered Holder. If the Trust or TCPL fails to cause such notice to be mailed within 10 days after acceptance of appointment by the successor Exchange Trustee, the successor Exchange Trustee shall cause such notice to be mailed at the expense of the Trust and TCPL.

ARTICLE 10
AMENDMENTS AND SUPPLEMENTAL AGREEMENTS

10.1Ministerial Amendments

The parties to this Agreement may in writing, at any time and from time to time, without the approval of the Holders, amend, supplement or modify this Agreement for the purposes of:

(a)adding to the covenants of any or all of the parties hereto for the protection of the Holders hereunder;

(b)making such amendments or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions which, in the mutual opinion of the Trust, TCPL and the Exchange Trustee and their respective counsel, having in mind the best interests of the Holders as a whole, it may be expedient to make;

(c)making such changes or corrections which, on the advice of counsel to the Trust, TCPL and the Exchange Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided

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that each of the Trust, TCPL and their respective counsel, and the Exchange Trustee based on the opinion of Counsel, shall be of the opinion that such changes or corrections shall not be prejudicial to the interests of the Holders as a whole; or

(d)making any additions to, deletions from or alterations of the provisions of this Agreement which, in the opinion of the Exchange Trustee and its counsel, shall not be prejudicial to the interests of the Holders as a whole or which, in the opinion of counsel to the Trust, TCPL and the Exchange Trustee, are necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to the Trust, TCPL, the Exchange Trustee or this Agreement.

10.2Meeting to Consider Amendments

The Trust and, if applicable, TCPL, shall call a meeting or meetings of the Holders for the purpose of considering and, if thought fit, approving, with the consent of Holders of Trust Notes — Series 2015-A or registered holders of Trust Notes, as applicable in accordance with the Trust Indenture pursuant to an Extraordinary Resolution and, if any TCPL Exchange Preferred Shares are then outstanding, of the Holders of TCPL Exchange Preferred Shares in accordance with TCPL Exchange Preferred Share Provisions (as though such action were an amendment to TCPL Exchange Preferred Share Provisions), as applicable, any proposed supplement, amendment or modification of this Agreement other than those referred to in Section 10.1. Any such meeting or meetings shall be called and held in accordance with the Trust Indenture, the TCPL Exchange Preferred Share Provisions (if applicable) and all Applicable Laws. Any supplement, amendment or modification referred to in this Section 10.2 shall be provided to the Exchange Trustee by the Trust or TCPL, as the case may be.

10.3Execution of Supplemental Agreements

No supplement or amendment to, or modification or waiver of, any of the provisions of this Agreement shall be effective unless made in writing and signed by all of the parties hereto. Subject to compliance with all Applicable Laws, the Trust, TCPL and the Exchange Trustee may, subject to the provisions hereof, and shall, when so directed by this Agreement, from time to time, execute and deliver agreements or other instruments supplemental hereto, evidencing any such supplement, amendment, modification or waiver which thereafter shall form part hereof.

ARTICLE 11
TERMINATION

11.1Term

This Agreement shall continue until the earliest to occur of the following events:

(a)no Trust Notes — Series 2015-A are outstanding and held by a Person other than TCPL or any of its Affiliates and no TCPL Exchange Preferred Shares remain outstanding;

(b)each of the Trustee and TCPL elects in writing to terminate the trust created hereby and such termination is approved by the Holders in accordance with Section 10.2; and

(c)21 years after the death of the last survivor of the descendants of Her Majesty Queen Elizabeth II of the United Kingdom of Great Britain and Northern Ireland living on the date of the creation of the Trust.

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11.2Survival of Agreement

This Agreement shall survive any termination of the trust created hereby and shall continue until there are no Trust Notes — Series 2015-A outstanding and held by a Person other than TCPL or any of its Affiliates and there are no TCPL Exchange Preferred Shares outstanding; provided, however, that the provisions of Article 7 and Article 8 shall survive any such termination of this Agreement.

ARTICLE 12
GENERAL

12.1Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remainder of this Agreement shall not, in any way, be affected or impaired thereby and this Agreement shall be carried out as nearly as possible in accordance with its original terms and conditions.

12.2Enurement

This Agreement shall be binding upon and enure to the benefit of the parties hereto and their respective successors and permitted assigns and to the benefit of the Holders and their respective heirs, executors, personal representatives, successors and assigns.

12.3Notices to Parties

All notices and other communications between the parties hereunder shall be in writing and shall be deemed to have been given if delivered personally or by confirmed telecopy to the parties at the following addresses (or at such other address for such party as shall be specified in notice given hereunder):

(a)if to TCPL:

TransCanada PipeLines Limited
450 — 1st Street SW
Calgary, Alberta
T2P 5H1

Attention: Corporate Secretary
Facsimile: (403) 920-2467

(b)if to the Trust:

TransCanada Trust
c/o Valiant Trust Company
310, 606 4th Street SW
Calgary, Alberta
T2P 1T1

Attention: Senior Manager, Corporate Trust
Facsimile: (403) 233-2857

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(c)if to the Exchange Trustee:

CST Trust Company
600, the Dome Tower,
333 — 7th Avenue S.W.,
Calgary, AB T2P 2Z1

Attention: Director, Corporate TrustFacsimile: (403) 776-3916

Any notice or other communication given personally shall be deemed to have been given and received upon delivery thereof, unless given on a day that is not a Business Day in which case it shall be deemed to be given on the next following Business Day, and if given by telecopy shall be deemed to have been given and received on the date of receipt thereof unless such day is not a Business Day, in which case it shall be deemed to have been given and received upon the immediately following Business Day.

12.4Notice to Holders

Any and all notices to be given and any documents to be sent to any Holder hereunder may be given or sent to the address of such Holder shown on the register of holders of Trust Notes — Series 2015-A or TCPL Exchange Preferred Shares, by prepaid first class mail or otherwise in any manner permitted by the Trust Notes — Series 2015-A Provisions or TCPL Exchange Preferred Share Provisions, as applicable, and shall be deemed to be received (if given or sent in such manner) at the time specified in the Trust Notes — Series 2015-A Provisions or TCPL Exchange Preferred Share Provisions.

12.5Risk of Payments by Post

Whenever payments are to be made or documents are to be sent to any Holder by the Trust, TCPL or the Exchange Trustee, or by such Holder to the Trust, TCPL or the Exchange Trustee, the making of such payment or sending of such document through the post shall be at the risk of the Trust, TCPL or the Exchange Trustee, as applicable, in the case of payments made or documents sent by the Trust, TCPL or the Exchange Trustee, as applicable, and the Holder, in the case of payments made or documents sent by the Holder.

12.6Counterparts

This Agreement may be executed by manual signature in counterparts, each of which shall be deemed an original and all of which, when taken together, shall be deemed to constitute one and the same instrument.

12.7Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable in the Province of Ontario.

12.8Exclusion of Contractual Liability

In accordance with Section 7.15 of the Declaration of Trust, to the extent that this Agreement operates to create obligations of the Trustee, such obligations are not binding upon the Trustee except in its capacity as trustee of the Trust, nor shall resort be had to the property of the Trustee except in its capacity as Trustee of the Trust and only the assets of the Trust shall be so bound.

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12.9Appointment of Administrative Agent

The parties hereto acknowledge that the Trustee has appointed TCPL as “Administrative Agent” under the Administration Agreement and has delegated to it the powers (and TCPL has assumed the obligations) as set out in the Administration Agreement.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the date first above written.

TRANSCANADA TRUST,by its Administrative Agent, TRANSCANADA PIPELINES LIMITED
By:	(signed) “Joel E. Hunter”
	Name: Joel E. Hunter
	Title: Vice-President, Finance
By:	(signed) “Christine R. Johnston”
	Name: Christine R. Johnston
	Title: Vice-President, Law and Corporate Secretary
TRANSCANADA PIPELINES LIMITED
By:	(signed) “Joel E. Hunter”
	Name: Joel E. Hunter
	Title: Vice-President, Finance
By:	(signed) “Christine R. Johnston”
	Name: Christine R. Johnston
	Title: Vice-President, Law and Corporate Secretary
CST TRUST COMPANY
By:	(signed) “Nelia Andrade”
	Name: Nelia Andrade
	Title: Authorized Signatory
By:	(signed) “Jeannine Rigon”
	Name: Jeannine Rigon
	Title: Authorized Signatory

[Signature page to Share Exchange Agreement]

SCHEDULE A

TCPL EXCHANGE PREFERRED SHARE PROVISIONS

FIRST PREFERRED SHARES, SERIES 2015-A EXCHANGE

There is hereby authorized and created a series of First Preferred Shares designated as the “First Preferred Shares, Series 2015-A Exchange” (hereinafter referred to as the “Exchange Preferred Shares, Series 2015-A”), consisting of such number of shares sufficient to satisfy the rights of former holders of Trust Notes to receive Exchange Preferred Shares, Series 2015-A following an Automatic Exchange.  The Exchange Preferred Shares, Series 2015-A may be issued in whole or in fractional shares, as provided below, and shall, in addition to the rights, privileges, restrictions and conditions attaching to the First Preferred Shares as a class (collectively and respectively, the “First Preferred Shares Class Provisions” and the “First Preferred Shares”), carry and be subject to the following rights, privileges, restrictions and conditions (collectively, the “Exchange Preferred Shares, Series 2015-A Provisions”):

Dividends

1.The holders of the Exchange Preferred Shares, Series 2015-A shall be entitled to receive and the Corporation shall pay thereon, as and when declared by the board of directors out of the monies of the Corporation properly applicable to the payment of dividends, on each Dividend Payment Date fixed cumulative preferential cash dividends equal to the quotient obtained by dividing: (x) the product obtained by multiplying $1,000 by a rate per annum equal to the rate of interest payable by the Trust on the Trust Notes at the Exchange Time, by (y) four; provided that if an event (including a redemption) shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payable, the dividend payable for any partial Dividend Periods shall be equal to the product obtained by multiplying the amount in (x) above by a fraction, the numerator of which is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365, subject in each case to any applicable withholding tax.

2.If on any Dividend Payment Date the dividend payable on such date is not paid in full on all of the Exchange Preferred Shares, Series 2015-A then issued and outstanding, such dividend or the unpaid part thereof shall be paid on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, to the payment of the same.  The holders of the Exchange Preferred Shares, Series 2015-A shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided.  Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividends.

Liquidation, Dissolution or Winding-Up

3.In the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or any other distribution of assets of the Corporation among its shareholders for the purpose of winding-up its affairs, the holders of the Exchange Preferred Shares, Series 2015-A in accordance with the First Preferred Shares Class Provisions, shall be entitled to receive the amount of $1,000 (less any amount that may have been returned to the holders of Exchange Preferred Shares, Series 2015-A as a return of capital), together with an

amount equal to all accrued and unpaid dividends thereon, which amount for such purposes shall be calculated as if such dividends were accruing for the period from the expiration of the last Dividend Period for which dividends thereon have been paid up to the date of such event, subject to any applicable withholding tax, the whole before any amount shall be paid or any property or assets of the Corporation shall be distributed to the holders of the common shares or to the holders of any other shares ranking junior to the Exchange Preferred Shares, Series 2015-A. After payment to the holders of the Exchange Preferred Shares, Series 2015-A of the amount so payable to them they shall not be entitled to share in any other distribution of the property or assets of the Corporation.

Voting Rights

4.The holders of the Exchange Preferred Shares, Series 2015-A shall not be entitled to receive notice of or attend any meeting of the shareholders of the Corporation or to vote at any such meeting unless and until the Corporation from time to time shall fail to pay in the aggregate six quarterly dividends on the Exchange Preferred Shares, Series 2015-A on the dates on which the same should be paid according to the terms thereof, whether or not consecutive and whether or not dividends have been declared and whether or not there are any moneys of the Corporation properly applicable to the payment of dividends. Thereafter each holder of Exchange Preferred Shares, Series 2015-A shall be entitled to receive notice of all meetings of shareholders and attend thereat and shall be entitled to at any and all such meetings, one vote per each Exchange Preferred Share, Series 2015-A held and shall continue to be entitled to notice and so to attend and vote until such time as all arrears of dividends on any outstanding Exchange Preferred Shares, Series 2015-A shall have been paid, whereupon the rights of holders of Exchange Preferred Shares, Series 2015-A to receive notice of meetings and to attend thereat and vote in respect of such Exchange Preferred Shares, Series 2015-A shall cease unless and until six quarterly dividends on the Exchange Preferred Shares, Series 2015-A shall again be in arrears and unpaid, whereupon the holders of the Exchange Preferred Shares, Series 2015-A shall again have the right to receive notice and to attend and vote as above provided and so on from time to time.

Purchase for Cancellation

5.The Corporation may, at any time and from time to time on or after the date that is ten years after the Closing Date, subject to the provisions of the Canada Business Corporations Act, and the provisions below under “Redemption” and “Restrictions on Payment of Dividends and Reduction of Junior Capital”, purchase for cancellation (if obtainable), in the manner provided in the First Preferred Shares Class Provisions, the whole or any part of the Exchange Preferred Shares, Series 2015-A outstanding from time to time at any price.

Redemption

6.The Corporation may not redeem the Exchange Preferred Shares, Series 2015-A on or prior to the date that is ten years after the Closing Date.  Subject to the provisions of the Canada Business Corporations Act and the provisions below under “Restrictions on Payment of Dividends and Reduction of Junior Capital” the Corporation may redeem all, or from time to time any part, of the outstanding Exchange Preferred Shares, Series 2015-A, without the consent of the holders of the Exchange Preferred Shares, Series 2015-A, on not more than 60 days and

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not less than 30 days prior notice, at any time after the date that is ten years after the Closing Date, by the payment of an amount in cash for each such share so redeemed of $1,000 per share (such price being hereinafter referred to as the “Redemption Price”) together with an amount equal to all accrued and unpaid dividends thereon, which amount for such purpose shall be calculated as if such dividends were accruing for the period from the expiration of the last Dividend Period for which dividends thereon have been paid up to the date of such redemption, subject to any applicable withholding tax.

Restrictions on Payment of Dividends and Reduction of Junior Capital

7.So long as any of the Exchange Preferred Shares, Series 2015-A are outstanding the Corporation shall not, without the approval of the holders of the Exchange Preferred Shares, Series 2015-A:

(a)declare any dividend on the common shares or any shares ranking junior to the Exchange Preferred Shares, Series 2015-A (other than stock dividends on shares ranking junior to the Exchange Preferred Shares, Series 2015-A);

(b)redeem, purchase or otherwise retire any of the common shares or any other shares ranking junior to the Exchange Preferred Shares, Series 2015-A (except out of the net cash proceeds of a substantially concurrent issue of shares ranking junior to the Exchange Preferred Shares, Series 2015-A), or

(c)redeem, repurchase or otherwise retire: (i) less than all of the Exchange Preferred Shares, Series 2015-A; or (ii) except pursuant to any purchase obligation, sinking fund, retraction privilege, or mandatory redemption provisions attaching to any series of preferred shares of the Corporation, any other shares ranking on parity with the Exchange Preferred Shares, Series 2015-A;

unless, in each case, all dividends payable on the Exchange Preferred Shares, Series 2015-A, and on all other shares ranking prior to or on parity with the Exchange Preferred Shares, Series 2015-A, have been declared and paid or set apart for payment, subject to any applicable withholding tax.

Fractional Shares

8.The Exchange Preferred Shares, Series 2015-A may be issued in whole or in fractional shares.  Each fractional Exchange Preferred Share, Series 2015-A shall carry and be subject to the rights, privileges, restrictions and conditions (including voting rights and dividend rights) of the Exchange Preferred Shares, Series 2015-A in proportion to the applicable fraction.

Exchange Preferred Shares, Series 2015-A Definitions

9.The following terms shall have the following respective meanings:

“Automatic Exchange” means the automatic exchange of the Trust Notes for the right to receive Exchange Preferred Shares, Series 2015-A upon the occurrence of an Automatic Exchange Event.

“Automatic Exchange Event” means an event giving rise to the Automatic Exchange, being the occurrence of any one of the following:  (a) the making by TCC or the Corporation of a general assignment for the benefit of its creditors or a proposal (or the filing of a notice of its intention to do so) under the Bankruptcy and

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Insolvency Act (Canada), (b) any proceeding instituted by TCC or the Corporation seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, dissolution, reorganization, arrangement, adjustment, protection, relief or composition of its debts under any law relating to bankruptcy, insolvency or reorganization, or seeking the entry of an order for the appointment of a receiver, interim receiver, trustee or other similar official for TCC or the Corporation or any substantial part of its property and assets in circumstances where TCC or the Corporation, as applicable, is adjudged a bankrupt or insolvent, (c) a receiver, interim receiver, trustee or other similar official is appointed over TCC or the Corporation or for any substantial part of its property and assets by a court of competent jurisdiction in circumstances where TCC or the Corporation, as applicable, is adjudged a bankrupt or insolvent; or (d) any proceeding is instituted against TCC or the Corporation seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, dissolution, reorganization, arrangement, adjustment, protection, relief or composition of its debts under any law relating to bankruptcy, insolvency or reorganization, or seeking the entry of an order for the appointment of a receiver, interim receiver, trustee or other similar official for TCC or the Corporation or any substantial part of its property and assets in circumstances where TCC or the Corporation, as applicable, is adjudged a bankrupt or insolvent, and either such proceeding has not been stayed or dismissed within sixty (60) days of the institution of any such proceeding or the actions sought in such proceedings occur (including the entry of an order for relief against TCC or the Corporation or the appointment of a receiver, interim receiver, trustee, or other similar official for it or for any substantial part of its property and assets).

“Business Day” means a day on which the Corporation is open for business in the City of Calgary, Alberta, other than a Saturday, Sunday or any statutory or civic holiday in the City of Toronto, Ontario, the City of Calgary, Alberta or the City of New York, New York.

“Closing Date” means May 20, 2015;

“Dollars”, “dollars” or the sign “$” shall be deemed to be a reference to lawful money of the United States.

“Dividend Payment Date” means March 31, June 30, September 30 and December 31 of each year during which any Exchange Preferred Shares, Series 2015-A are issued and outstanding.

“Dividend Period” means, initially, the period from and including the Issue Date to but excluding the next following Dividend Payment Date, and thereafter the period from and including each Dividend Payment Date to, but excluding, the next following Dividend Payment Date (including any partial period as contemplated in section 1, above).

“Exchange Time” means the time at which the Automatic Exchange will be effective, being 8:00 a.m. (Eastern Time) on the date that an Automatic Exchange Event occurs.

“Issue Date” means the date on which the Exchange Preferred Shares, Series 2015-A are issued.

“TCC” means TransCanada Corporation.

“Trust” means TransCanada Trust, a unit trust established under the laws of the Province of Ontario.

“Trust Notes” means the Trust Notes — Series 2015-A of the Trust, representing a series of junior subordinated unsecured debt obligations, due May 20, 2075.

Amendments

10.Sections 1 to 11, inclusive, of these Exchange Preferred Shares, Series 2015-A Provisions may be repealed, altered, modified, amended or amplified only with the sanction of the holders of the Exchange Preferred Shares, Series 2015-A given as hereinafter specified in addition to any other approval required by the Canada Business Corporations Act.

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Sanction by Holders of Exchange Preferred Shares, Series 2015-A

11.The sanction by holders of the Exchange Preferred Shares, Series 2015-A as to any and all matters referred to herein or as to any change adversely affecting the rights or privileges of the Exchange Preferred Shares, Series 2015-A may be given and shall be deemed to have been sufficiently given if given by the holders of the Exchange Preferred Shares, Series 2015-A in the manner provided in the First Preferred Shares Class Provisions with respect to the sanction of the holders of any series of the First Preferred Shares and the said provisions shall apply mutatis mutandis.

Tax Election

12.The Corporation shall elect, in the manner and within the time provided under section 191.2 of the Income Tax Act (Canada) or any successor or replacement provision of similar effect, to pay tax at a rate and take all other necessary action under such Act such that no holder of the Exchange Preferred Shares, Series 2015-A will be required to pay tax on dividends received on the Exchange Preferred Shares, Series 2015-A under section 187.2 of Part IV.1 of such Act or any successor or replacement provision of similar effect.

Non-Business Days

13.In the event that any date on which any dividend is payable by the Corporation, or any date on or by which any other action is required to be taken or determination made by the Corporation or the holders of Exchange Preferred Shares, Series 2015-A hereunder, is not a Business Day, then such dividend shall be payable, or such other action shall be required to be taken or determination made, on or before the next succeeding day that is a Business Day.

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EX-4.3

Exhibit 4.3

EXECUTION VERSION

TCPL SUBORDINATED NOTE PURCHASE AGREEMENT

May 20, 2015

TO:	TransCanada Trust
	c/o TransCanada PipeLines Limited, as Administrative Agent
	450 - 1st Street S.W.
	Calgary, Alberta,
	T2P 5H1 Canada

Purchase of TCPL Subordinated Notes

The purpose of this letter agreement (the “Agreement”) is to confirm the terms under which TransCanada Trust (the “Trust”) has agreed to purchase and TransCanada PipeLines Limited (“TCPL”) has agreed to issue and sell to the Trust, junior subordinated notes in the principal amount of $750,000,000 (the “TCPL Sub Notes”) in United States Dollars.  The TCPL Sub Notes are issued under a trust indenture dated as of May 20, 2015, as supplemented by a supplemental indenture dated as of May 20, 2015, in each case between TCPL and Computershare Trust Company of Canada (as so supplemented, the “Indenture”) and have the rights and entitlements described therein.

Agreement to Purchase

1.TCPL hereby agrees to issue and deliver, or cause to be delivered, to the Trust, and the Trust hereby agrees to purchase, the TCPL Sub Notes in the manner and for the consideration described in this Agreement.

Subscription Price

2.The subscription price for the TCPL Sub Notes will be $750,000,000 (the “Subscription Price”) in United States Dollars.  The Subscription Price will be paid by the Trust to TCPL in accordance with Section 7 of this Agreement.

Representations and Warranties

3.The Trust represents and warrants to TCPL that it is purchasing the TCPL Sub Notes as principal and is an “accredited investor” as defined in National Instrument 45-106 of the Canadian Securities Administrators.

4.TCPL represents and warrants that the TCPL Sub Notes have been duly authorized and executed by TCPL and, when authenticated and delivered to the Trust in accordance with the terms hereof and the terms of the Indenture, will constitute valid and binding obligations of TCPL entitled to the benefits  of the Indenture and enforceable against TCPL in accordance with their terms except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of the rights of creditors generally or by general equitable principles (regardless of whether enforcement is considered in a proceeding at law or in equity).

Covenants

5.The Trust will execute and deliver within the applicable time periods all documentation as may be required by applicable securities laws, if any, to permit the purchase of the TCPL Sub Notes on the terms set forth herein and the Trust will execute, deliver, file and otherwise assist TCPL in filing such reports, undertakings and other documents, if any, with respect to the issue of the TCPL Sub Notes as may be required by applicable securities laws or by any securities regulatory authority or stock exchange or other regulatory authority.

6.The Trust understands that (i) the TCPL Sub Notes are subject to transfer restrictions, and (ii) it will not be able to resell the TCPL Sub Notes until expiry of the applicable hold period under applicable Canadian securities laws except in accordance with limited exemptions and compliance with other requirements of applicable law, and the Trust (and not TCPL) is responsible for compliance with applicable resale restrictions or hold periods and will comply with such transfer restrictions and all relevant securities laws in connection with any resale of the TCPL Sub Notes.

Delivery and Payment

7.The issuance and purchase of the TCPL Sub Notes contemplated by this Agreement will take place at the offices of TCPL, 450- 1st Street S.W., Calgary, Alberta T2P 5C1 at 8:30 a.m. (Calgary time) on May 20, 2015 (the “Closing”).  At the Closing, TCPL will issue and deliver, or cause to be delivered, to the Trust one or more certificates for the TCPL Sub Notes, registered in the name of the Trust and the Trust will pay the Subscription Price to TCPL by cheque, bank draft or electronic transfer of funds or as otherwise agreed by the Trust and TCPL.

Personal Information Authorization

8.By executing this Agreement, the Trust hereby consents to the collection, use and disclosure of the personal information provided herein and other personal information provided by the Trust or collected by TCPL or its agents as reasonably necessary in connection with the Trust’s subscription for the TCPL Sub Notes (collectively, “personal information”) including as follows: (a) TCPL may use personal information and disclose personal information to intermediaries such as TCPL’s legal counsel and withholding and/or transfer agents for the purposes of determining the Trust’s eligibility to invest in the TCPL Sub Notes and for managing and administering the Trust’s investment in the TCPL Sub Notes; (b) TCPL, its agents and advisors, may each collect, use and disclose personal information for the purposes of meeting legal, regulatory, self-regulatory, security and audit requirements (including any applicable tax, securities, money laundering or anti-terrorism legislation, rules or regulations) and as otherwise permitted or required by law, which disclosures may include disclosures to tax, securities or other regulatory or self-regulatory authorities in Canada and/or in foreign jurisdictions, if applicable, in connection with the regulatory oversight mandate of such authorities; (c) TCPL and its agents and advisors may use personal information and disclose personal information to parties connected with the proposed or actual transfer, sale, assignment, merger or amalgamation of TCPL or its business or assets or similar transactions, for the purpose of permitting such parties to evaluate and/or proceed with and complete such transaction.  Purchasers, assignees and successors of TCPL or its business or assets may collect, use and disclose personal information as described in this Agreement.  The Trust acknowledges that TCPL’s agents or intermediaries may be located outside of Canada, and personal information may be transferred and/or processed outside of Canada for the purposes described above, and that measures TCPL may use to protect personal information while handled by agents, intermediaries or other third parties on its behalf, and

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personal information otherwise disclosed or transferred outside of Canada for the purposes described above, are subject to legal requirements in foreign countries applicable to TCPL or such third parties, for example lawful requirements to disclose personal information to government authorities in those countries.

Governing Law

9.This Agreement will be governed by and construed in accordance with the laws of Ontario and the federal laws of Canada applicable therein.

Entire Agreement

10.This Agreement contains the entire agreement of the parties relating to the purchase of the TCPL Sub Notes by the Trust and there are no representations, warranties, covenants or other agreements relating to the subject matter of this Agreement except as stated or referred to in this Agreement.

Time of the Essence

11.Time is of the essence of this Agreement.

Severability

12.Any provision of this Agreement which is found to be unenforceable by a court of competent jurisdiction will be ineffective to the extent of such unenforceability and will be severed from the balance of this Agreement, all without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of such provisions.

Recourse to the Trustee and the Trust

13.Where any reference is made in this Agreement to an act to be performed by or for or on behalf of the Trust, or a right or obligation of the Trust, such reference will be construed and applied for all purposes as if it referred to an act to be performed by or a right or obligation of Valiant Trust Company  (the “Trustee”) for and on behalf of and in its capacity as trustee of the Trust.  This Agreement will be deemed and construed for all purposes as if made by the Trustee in and only in its capacity as trustee of the Trust. Subject to the exceptions set out in the Trust’s declaration of trust: (i) any liability, debt or obligation of the Trustee under this Agreement is non-recourse to the Trustee in its personal capacity and limited solely to the Trust Assets; (ii) no other property or assets of the Trustee, whether owned by it in its personal capacity or otherwise, will be subject to levy, execution or other enforcement procedure with regard to any obligation under this Agreement; and (iii) no recourse may be had or taken, directly or indirectly, against the Trustee in its personal capacity or against any incorporator, shareholder, director, officer, representative, employee, agent or advisor of the Trustee or any predecessor or successor of the Trustee.

Delivery of the TCPL Subordinated Note Purchase Agreement

14.TCPL and the Trust agree that two signed copies of this Agreement, together with any required forms, if any, necessary to comply with applicable securities legislation and policies, will be delivered to TCPL at Closing subject to extension through mutual agreement between TCPL and the Trust.

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Counterparts

15.This Agreement may be executed in counterparts, each of which shall be deemed to be an original and both of which taken together shall be deemed to constitute one and the same instrument. To evidence its execution of an original counterpart of this Agreement, a party may send a copy of its original signature on the execution page hereof to the other party by electronic transmission, and such transmission shall constitute delivery of an executed copy of this Agreement to the receiving party.

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TRANSCANADA TRUST, by its Administrative Agent, TRANSCANADA PIPELINES LIMITED
By:	(signed) “Joel E. Hunter”
	Name: Joel E. Hunter
	Title: Vice-President, Finance
By:	(signed) “Christine R. Johnston”
	Name: Christine R. Johnston
	Title: Vice-President, Law and Corporate Secretary

Confirmation and Acceptance

This TCPL Subordinated Note Purchase Agreement is confirmed and accepted by TCPL as of May 20, 2015.

TRANSCANADA PIPELINES LIMITED
By:	(signed) “Joel E. Hunter”
	Name: Joel E. Hunter
	Title: Vice-President, Finance
By:	(signed) “Christine R. Johnston”
	Name: Christine R. Johnston
	Title: Vice-President, Law and Corporate Secretary

5

EX-4.4

Exhibit 4.4

EXECUTION VERSION

May 19, 2015

TransCanada Trust

c/o TransCanada PipeLines Limited, as Administrative Agent

450 - 1st Street S.W.

Calgary, Alberta,

T2P 5H1 Canada

Facsimile:	(403) 920-2467
Attention:	Vice-President and Treasurer

Dear Sirs:

TransCanada PipeLines Limited (“TCPL”) is pleased to advise that, subject to the terms and conditions contained in this Agreement, TCPL will provide the revolving credit facility (the “Loan”) described below to TransCanada Trust (the “Trust”), a trust established by Valiant Trust Company pursuant to the laws of the Province of Ontario.

Unless otherwise defined in this Agreement, capitalized terms have the meanings specified in the Declaration of Trust with respect to the Trust dated as of September 16, 2014 (as it may be amended, restated and supplemented from time to time, the “Declaration of Trust”).

1.Description of Loan

(a)Facility and Principal Amount: Revolving term credit facility up to $50,000,000.

(b)Currency: United States Dollars.

(c)Term of the Loan: 364 days, automatically renewed annually for a renewal term of 364 days unless terminated in accordance with this paragraph.  Amounts drawn may be repaid and reborrowed during the term of the facility.  If the facility is terminated as provided below, all amounts outstanding at the end of the term of the facility will be repaid in full at that time.  Either the Trust or TCPL may, by written notice to the other party not more than 90 days prior to the end of any then current 364 day term of the facility, notify such other party that it intends to terminate the facility as of the then current maturity date.

(d)Purpose of the Loan: The Trust will use the Loan for general purposes, including facilitating the payment by the Trust of the expenses of the Trust in the normal course of the Trust’s activities, including expenses incurred in connection with the offering of the Trust Notes and interest payable thereon.

(e)Availability of Loan: The Trust may avail itself of the Loan by way of one or more advances.  In order to obtain an advance, the Trust must notify TCPL, at its office referred to in Section 3(b)(ii), of the amount and date of the requested advance not later than 10:00 a.m. (Calgary time) two Business Days before the advance is to be made.

(f)Payment of Interest: No interest will be payable on amounts borrowed under the Loan.

(g)Repayment of Principal Amount: The principal amount owing under the Loan is repayable immediately on demand by TCPL.  The principal amount owing may be repaid by the Trust in whole or in part from time to time with two Business Days’ notice.  The principal amount must be repaid in full at the end of the term of the Loan.

(h)Application of Payment: All payments made by the Trust under this Agreement will be applied directly against the principal amount outstanding under the Loan at such time.

(i)Evidence of Indebtedness: In the absence of manifest error, TCPL’s records relating to the indebtedness of the Trust under this Agreement will constitute conclusive evidence of such indebtedness.

(j)Negative Covenant: The Trust will not borrow, raise funds (including by way of issuance of bankers’ acceptances) or incur indebtedness on behalf of the Trust or grant any mortgage or hypothec, any security interest or any other charge on or interest in the Trust Assets to secure the payment of any debt or the performance of any other obligation, other than as provided for in this Agreement or in the Declaration of Trust.

(k)Credit Agreement: This Agreement constitutes a Credit Agreement referred to in the Declaration of Trust.

2.Expenses

All legal fees, disbursements and other expenses in connection with the preparation, execution, delivery, administration and enforcement of, and the protection of TCPL’s rights under, this Agreement (together with all sales, goods and services and other similar taxes payable in respect thereof, including interest, penalties and additions thereto) incurred by TCPL at any time are for the account of the Trust, and are payable by the Trust on demand.

3.Notices

(a)Any notice or communication required or permitted to be given, sent or delivered under this Agreement to either party must be in writing and will be sufficiently given, sent or delivered if it is:

(i)delivered personally to such party;  or

(ii)sent by facsimile transmission (with receipt confirmed).

(b)Any notice or communication must be delivered or sent to the following addresses or facsimile numbers:

(i)in the case of TransCanada Trust:

TransCanada Trust

c/o TransCanada PipeLines Limited, as Administrative Agent

450 - 1st Street S.W.

Calgary, Alberta,

T2P 5H1  Canada

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Attention:              Corporate Secretary

Facsimile:              (403) 920-2467

cc:                           Manager, International Treasury

Facsimile:              (403) 920-2358

(ii)in the case of TransCanada PipeLines Limited:

TransCanada PipeLines Limited

450 - 1st Street S.W.

Calgary, Alberta,

T2P 5H1  Canada

Attention:              Corporate Secretary

Facsimile:              (403) 920-2467

cc:                           Manager, International Treasury

Facsimile:              (403) 920-2358

or to such other address or facsimile number as the party entitled to or receiving such notice or communication, by a notice given in accordance with this section 3, has communicated to the party giving or sending or delivering such notice or communication.

(c)Any notice or communication given, sent or delivered as provided in paragraph (a) above:

(i)if delivered personally, will be deemed to have been given, sent, delivered and received on the date of delivery;  and

(ii)if sent by facsimile, will be deemed to have been given, sent, delivered and received on the date the sender receives the facsimile answer back confirming receipt by the recipient, so long as such day is a Business Day and such notice or communication was delivered during normal business hours of the recipient,

where “Business Day” means a day on which TCPL and the Trustee are open for business in the City of Calgary, Alberta, other than a Saturday, Sunday or a statutory or civic holiday in the City of Calgary, Alberta or New York, New York.

4.Time

Time is of the essence of this Agreement.

5.No Assignment

The Trust may not assign this Agreement, in whole or in part, without the prior written consent of TCPL.

3

6.No Waiver

No failure on the part of TCPL or the Trust to exercise and no delay in exercising any right under this Agreement will operate as a waiver of that right.

7.Severability

Any provision of this Agreement which is found to be unenforceable by a court of competent jurisdiction will be ineffective to the extent of such unenforceability and will be severed from the balance of this Agreement, all without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of such provisions.

8.Limited Recourse

Where any reference is made in this Agreement to an act to be performed by or for or on behalf of the Trust, or a right or obligation of the Trust, such reference will be construed and applied for all purposes as if it referred to an act to be performed by or a right or obligation of the Trustee for and on behalf of and in its capacity as trustee of the Trust.  This Agreement will be deemed and construed for all purposes as if made by the Trustee in and only in its capacity as trustee of the Trust. Subject to the exceptions set out in the Declaration of Trust: (i) any liability, debt or obligation of the Trustee under this Agreement is non-recourse to the Trustee in its personal capacity and limited solely to the Trust Assets; (ii) no other property or assets of the Trustee, whether owned by it in its personal capacity or otherwise, will be subject to levy, execution or other enforcement procedure with regard to any obligation under this Agreement; and (iii) no recourse may be had or taken, directly or indirectly, against the Trustee in its personal capacity or against any incorporator, shareholder, director, officer, representative, employee, agent or advisor of the Trustee or any predecessor or successor of the Trustee.

9.Governing Law

This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

10.Counterparts

This Agreement may be executed in any number of counterparts, each of which when so executed will be deemed to be an original, and such counterparts together will constitute one and the same instrument.

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If you are in agreement with the foregoing, please sign and return one copy of this Agreement, which thereupon will constitute our agreement with respect to its subject matter.

Yours truly,

TRANSCANADA PIPELINES LIMITED
By:	(signed) “Joel E. Hunter”
	Name: Joel E. Hunter
	Title: Vice-President, Finance
By:	(signed) “Christine R. Johnston”
	Name: Christine R. Johnston
	Title: Vice-President, Law and Corporate Secretary

Accepted and agreed to as of the date first above specified.

TRANSCANADA TRUST, by TRANSCANADA PIPELINES LIMITED, in its capacity as Administrative Agent
By:	(signed) “Joel E. Hunter”
	Name: Joel E. Hunter
	Title: Vice-President, Finance
By:	(signed) “Christine R. Johnston”
	Name: Christine R. Johnston
	Title: Vice-President, Law and Corporate Secretary

5

EX-4.5

Exhibit 4.5

SUBSCRIPTION AGREEMENT
VOTING TRUST UNITS

May 19, 2015

To:	TransCanada Trust
	450 — 1st Street S.W.
	Calgary, Alberta
	T2P 5H1

Purchase of Voting Trust Units

The purpose of this letter agreement (the “Agreement”) is to confirm the terms of a subscription for the issue by TransCanada Trust (the “Trust”) and the purchase by TransCanada PipeLines Limited (“TCPL”) of five thousand Voting Trust Units (the “Purchased Securities”), each of which represents an undivided beneficial ownership interest in the Trust and which has the rights and entitlements described in the declaration of trust of the Trust dated as of September 16, 2014 (as amended, restated and supplemented from time to time) (the “Declaration of Trust”).

1.Agreement to Purchase

Pursuant to and in accordance with Section 3.5 of the Declaration of Trust, the Trust hereby agrees to issue and TCPL hereby subscribes for and agrees to purchase the Purchased Securities in the manner and for the consideration described in this Agreement.

2.Subscription Price

The subscription price for the Purchased Securities will be U.S.$1,000 for each Purchased Security.  The aggregate subscription price for the Purchased Securities will be U.S.$5,000,000 (the “Subscription Price”).  The Subscription Price will be paid in accordance with Section 4 of this Agreement.

3.Representations and Warranties

TCPL represents and warrants to the Trust that it is purchasing the Purchased Securities as principal and is an “accredited investor” as defined in National Instrument 45-106 of the Canadian Securities Administrators.

4.Delivery and Payment

The closing of the transactions contemplated by this Agreement will take place at the offices of TCPL, 450 - 1st Street S.W., Calgary, Alberta T2P 5C1 at 8:30 a.m. (Mountain time) on May 19, 2015 (the “Closing”).  At the Closing, the Trust will issue and deliver to TCPL a single certificate representing the Purchased Securities duly signed in

accordance with the Declaration of Trust and registered in the name of TCPL and TCPL will pay the Subscription Price to the Trust by cheque, bank draft or electronic transfer of funds as requested by the Trust.

5.Governing Law

This Agreement will be governed by and construed in accordance with the laws of Ontario and the federal laws of Canada applicable therein.

6.Assignment

This Agreement is not transferable or assignable in whole or in part by either party without the prior written consent of the other party, other than to a successor trustee pursuant to Article 7 of the Declaration of Trust.

7.Entire Agreement

This Agreement contains the entire agreement of the parties relating to the purchase of the Purchased Securities by TCPL and there are no representations, warranties, covenants or other agreements relating to the subject matter of this Agreement except as stated or referred to in this Agreement.

8.Time of the Essence

Time is of the essence of this Agreement.

9.Severability

Should any part of this Agreement for any reason be declared invalid, such decision shall not affect the validity of any remaining portion, which remaining portion shall remain in full force and effect as if this Agreement had been executed with the invalid portion thereof eliminated.

10.Recourse of the Trustee and the Trust

Where any reference is made in this Agreement to an act to be performed by or for or on behalf of the Trust, or a right or obligation of the Trust, such reference will be construed and applied for all purposes as if it referred to an act to be performed by or a right or obligation of Valiant Trust Company (the “Trustee”) for and on behalf of and in its capacity as trustee of the Trust.  Nothing in this Agreement will be deemed to cause the Trustee on behalf of the Trust personally to be liable for any obligations of the Trust, and the parties will not seek any personal or deficiency judgment against the Trustee in respect of such obligations.  The obligations under this Agreement are not binding on the Trustee except in its capacity as trustee of the Trust, nor will resort be had to property of the Trustee except in such capacity, but only the assets of the Trust will be bound hereby.

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11.Delivery of Subscription Agreement

TCPL and the Trust agree that two signed copies of this Agreement, together with any required forms, if any, necessary to comply with applicable securities legislation and policies, will be delivered to the Trust at the Closing subject to extension through mutual agreement between TCPL and the Trust.

12.Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed to be an original and both of which taken together shall be deemed to constitute one and the same instrument. To evidence its execution of an original counterpart of this Agreement, a party may send a copy of its original signature on the execution page hereof to the other party by electronic transmission, and such transmission shall constitute delivery of an executed copy of this Agreement to the receiving party.

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3

TRANSCANADA PIPELINES LIMITED
By:	(signed) “Joel E. Hunter”
	Name:	Joel E. Hunter
	Title:	Vice-President, Finance
By:	(signed) “Christine R. Johnston”
	Name:	Christine R. Johnston
	Title:	Vice-President, Law and Corporate Secretary

Confirmation and Acceptance

This Subscription Agreement is confirmed and accepted by the Trust as of the 19th day of May, 2015.

TRANSCANADA TRUST, by TRANSCANADA PIPELINES LIMITED, in its capacity as Administrative Agent
By:	(signed) “Joel E. Hunter”
	Name:	Joel E. Hunter
	Title:	Vice-President, Finance
By:	(signed) “Christine R. Johnston”
	Name:	Christine R. Johnston
	Title:	Vice-President, Law and Corporate Secretary

[Signature page to Subscription Agreement]

EX-7.1

Exhibit 7.1

EXECUTION VERSION

TRANSCANADA TRUST

as Issuer

- and -

CST TRUST COMPANY

as Trustee

TRUST INDENTURE

PROVIDING FOR THE ISSUE OF

TRUST NOTES

Dated as of May 20, 2015

ARTICLE 1 INTERPRETATION			1
	1.1	Definitions	1
	1.2	Meaning of “outstanding” for Certain Purposes	4
	1.3	Interpretation Not Affected By Headings, etc.	5
	1.4	Statute References	5
	1.5	Monetary References	5
	1.6	Day Not a Business Day	5
	1.7	Invalidity of Provisions	5
	1.8	Governing Law	6
	1.9	Trust Notes and Supplemental Indentures	6
	1.10	Additional Parties	6
ARTICLE 2 THE TRUST NOTES			6
	2.1	Limitation on Issue and Designation	6
	2.2	Issuance in Series	6
	2.3	Differences in Trust Notes of any Series	6
	2.4	Issuance of Trust Notes as Part of Series Previously Issued	7
	2.5	Issuance of Trust Notes	7
	2.6	Execution of Trust Notes	7
	2.7	Certification	7
	2.8	Concerning Interest	7
	2.9	Rank of Trust Notes	8
	2.10	Registration of Trust Notes	8
	2.11	Book-Entry System	9
	2.12	Payment of Principal and Interest in Respect of Trust Notes	11
	2.13	Ownership of Trust Notes	12
	2.14	Exchange of Trust Notes	12
	2.15	Replacement of Trust Notes	13
	2.16	Interim Trust Notes	13
	2.17	Option of Holder as to Place of Payment	14
	2.18	Payment Agreements for Trust Notes	14
ARTICLE 3 REDEMPTION AND PURCHASE FOR CANCELLATION OF TRUST NOTES			16
	3.1	Redemption of Trust Notes at Option of Issuer	16
	3.2	Partial Redemption of Trust Notes	16
	3.3	Notice of Redemption	16
	3.4	Trust Notes Due on Redemption Dates	16
	3.5	Deposit of Redemption Moneys	17

	3.6	Failure to Surrender Trust Notes Called for Redemption	17
	3.7	Surrender of Trust Notes for Cancellation	17
	3.8	Purchase of Trust Notes for Cancellation	17
	3.9	Cancellation of Trust Notes	17
ARTICLE 4 SUBORDINATION OF TRUST NOTES			17
	4.1	Trust Notes Subordinated to Issuer Senior Indebtedness	17
	4.2	Disputes with Holders of Certain Issuer Senior Indebtedness	19
	4.3	Subrogation	19
	4.4	Obligation of Issuer Unconditional	19
	4.5	Payments on Trust Notes Permitted	20
	4.6	Effectuation of Subordination by Trustee	20
	4.7	Knowledge of Trustee	20
	4.8	Trustee May Hold Issuer Senior Indebtedness	20
	4.9	Rights of Holders of Issuer Senior Indebtedness Not Impaired	20
	4.10	Article Applicable to Paying Agents	21
	4.11	Trustee; Compensation Not Prejudiced	21
ARTICLE 5 COVENANTS OF THE ISSUER			21
	5.1	General Covenants	21
	5.2	Not to Extend Time for Payment of Interest or Principal	22
	5.3	To Provide Annual Certificate of Compliance	22
	5.4	To Pay Trustee’s Remuneration	22
	5.5	Trustee may Perform Covenants	22
ARTICLE 6 DEFAULT AND ENFORCEMENT			22
	6.1	Events of Default	22
	6.2	Notice of Events of Default	23
	6.3	Acceleration on Default	23
	6.4	Waiver of Default	23
	6.5	Enforcement by the Trustee	24
	6.6	Holders May Not Sue	24
	6.7	Application of Moneys	25
	6.8	Distribution of Moneys	25
	6.9	Persons Dealing with Trustee	26
	6.10	Trustee Appointed Attorney	26
	6.11	Remedies Cumulative	26
	6.12	Immunity of Shareholders, Unitholders, Directors, Trustee, Administrative Agent and Others	27
	6.13	Judgment Against the Issuer	27

	6.14	Unconditional Right of Holders to Principal, Premium or Make-Whole Amount, if any, Interest and Additional Amounts	27
ARTICLE 7 SATISFACTION AND DISCHARGE			27
	7.1	Cancellation and Destruction	27
	7.2	Non-Presentation of Trust Notes	27
	7.3	Repayment of Unclaimed Moneys	28
	7.4	Discharge	28
ARTICLE 8 CONSOLIDATION, AMALGAMATION, MERGER, CONVEYANCE, TRANSFER OR LEASE			28
	8.1	Issuer May Consolidate, Etc., Only on Certain Terms	28
	8.2	Successor Substituted	29
ARTICLE 9 MEETINGS OF HOLDERS			29
	9.1	Right to Convene Meetings	29
	9.2	Serial Meetings	29
	9.3	Notice of Meetings	29
	9.4	Chairman	29
	9.5	Quorum	30
	9.6	Power to Adjourn	30
	9.7	Show of Hands	30
	9.8	Poll	30
	9.9	Voting	30
	9.10	Regulations	31
	9.11	Issuer and Trustee May Be Represented	31
	9.12	Powers Exercisable by Extraordinary Resolution	31
	9.13	Meaning of “Extraordinary Resolution”	33
	9.14	Powers Cumulative	34
	9.15	Minutes	34
	9.16	Signed Instruments	34
	9.17	Binding Effect of Resolutions	34
	9.18	Evidence of Rights of Holders	34
ARTICLE 10 NOTICES			35
	10.1	Notice to the Issuer	35
	10.2	Notice to Holders	35
	10.3	Notice to the Trustee	35
	10.4	Notice to a Clearing Agency	36
	10.5	Mail Service Interruption	36
ARTICLE 11 CONCERNING THE TRUSTEE			36

	11.1	Trust Indenture Legislation	36
	11.2	No Conflict of Interest	37
	11.3	Qualifications of Trustee	37
	11.4	Rights and Duties of Trustee	37
	11.5	Evidence, Experts and Advisers	37
	11.6	Trustee May Deal in Trust Notes	38
	11.7	Trustee Not Required to Give Security	38
	11.8	Protection of Trustee	38
	11.9	Investment of Trust Moneys	40
	11.10	Action by Trustee to Protect Interests	40
	11.11	Replacement of Trustee	41
	11.12	Acceptance of Trusts	41
	11.13	Compliance with Privacy Legislation	41
	11.14	Compliance with Anti-Money Laundering Legislation	42
ARTICLE 12 SUPPLEMENTAL INDENTURES			42
	12.1	Supplemental Indentures	42
ARTICLE 13 MISCELLANEOUS			43
	13.1	Counterparts	43
	13.2	Language of Indenture	43
	13.3	Benefit of Indenture	43
	13.4	Assignment	44
	13.5	Limitation of Liability of Valiant Trust Company	44

SCHEDULES

SCHEDULE 4.10 — Form of Confirmation

TRUST INDENTURE dated as of May 20, 2015,

BETWEEN:

TRANSCANADA TRUST, a unit trust established under the laws of the Province of Ontario, by its trustee, VALIANT TRUST COMPANY;

(hereinafter called the “Issuer”)

OF THE FIRST PART

- and -

CST TRUST COMPANY, a trust company existing under the federal laws of Canada and having an office in the City of Toronto in the Province of Ontario;

(hereinafter called the “Trustee”)

OF THE SECOND PART

A.Whereas at the direction of TransCanada PipeLines Limited (“TCPL”), the Issuer was established by Valiant Trust Company, as trustee of the Issuer, by a declaration of trust dated September 16, 2014 (the “Declaration of Trust”) as it may be amended, restated or supplemented from time to time;

B.The Issuer has duly authorized the execution and delivery of this Trust Indenture to provide for the issuance of subordinated notes of the Issuer from time to time (the “Trust Notes”) the terms of which will be set out in such notes or in one or more indentures supplemental hereto;

C.All necessary action has been taken by the Issuer to make the Trust Notes, when certified by the Trustee and issued as provided in this Trust Indenture, valid, binding and legal obligations of the Issuer with the benefits and subject to the terms of this Trust Indenture and to make this Trust Indenture a valid and binding agreement of the Issuer, in accordance with its terms; and

D.The foregoing recitals are made as representations and statements of fact by the Issuer and not by the Trustee;

NOW THEREFORE THIS INDENTURE WITNESSETH and it is hereby covenanted, agreed and declared as follows:

ARTICLE 1

INTERPRETATION

1.1Definitions

In this Trust Indenture, unless otherwise expressly provided or unless there is something in the subject matter or context inconsistent therewith:

1.1.1“Administrative Agent” means TCPL in its capacity as administrative agent of the Issuer, and any successor appointed in accordance with the Administration Agreement;

1.1.2“Affiliate” means, in respect of any Person, any other Person which, directly or indirectly, is in control of, is controlled by or is under common control with such Person; provided that the Issuer and TCPL and its Affiliates shall be Affiliates for so long as TCPL and/or its Affiliates hold at least a majority of the voting trust units of the Issuer.  For the purposes of this definition, a Person will be deemed to be “controlled by” another Person if such other Person possesses directly, or indirectly, power to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise;

1.1.3“Authorized Investments” means (i) short term interest bearing or discount debt obligations issued or guaranteed by the Government of Canada or a Province or a Canadian chartered bank (which may include an Affiliate or related party of the Trustee) provided that each such obligation is rated at least R1 (middle) by DBRS Limited, or any equivalent rating by Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies (Canada) Corporation or Moody’s Investors Service, Inc.; and (ii) each other investment as may be authorized as such in a supplemental indenture with respect to a Series;

1.1.4“Authorized Officer of the Administrative Agent” means any director or officer of the Administrative Agent, or a designated representative of the Administrative Agent designated in writing by any director or officer of the Administrative Agent;

1.1.5“Book-Entry System” means, with respect to a Series, a securities transfer, clearing, settlement and/or pledge system selected by the Issuer with respect to such Series administered by a Clearing Agency in accordance with the operating rules and procedures of the Clearing Agency, in force from time to time and any successor system thereof;

1.1.6“Business Day” means, subject to the terms of the Trust Notes of a Series or an applicable supplemental indenture with respect to a Series, a day on which TCPL, the Trust and the Trustee are open for business in Calgary, Alberta, other than a Saturday, Sunday or any statutory or civil holiday in the City of Toronto, Ontario, the City of Calgary, Alberta or the City of New York, New York;

1.1.7“Clearing Agency” means DTC or, if otherwise specified in the Trust Notes of a Series or an applicable supplemental indenture for a Series, any other or additional organization that performs securities transfer, settlement, clearing and/or pledge services;

1.1.8“Code” means the U.S. Internal Revenue Code of 1986, as amended;

1.1.9“Counsel” means a barrister or solicitor or firm of barristers and solicitors retained by the Trustee or retained by the Issuer and acceptable to the Trustee;

1.1.10“DTC” means the Depository Trust Company and its nominees or any successors approved by the Issuer and the Trustee;

1.1.11“ERISA” means the U.S. Employee Retirement Income Security Act of 1974, as amended;

1.1.12“Event of Default” has the meaning attributed to such term in section 6.1.1;

1.1.13“Extraordinary Resolution” has the meaning attributed to such term in sections 9.13 and 9.16;

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1.1.14“Generally Accepted Accounting Principles” means (i) generally accepted accounting principles in the United States from time to time or (ii) generally accepted accounting principles in Canada, from time to time and includes International Financial Reporting Standards, as adopted by the International Accounting Standards Board;

1.1.15“Holders” means the registered holders, from time to time, of Trust Notes or, where the context requires, all of such holders, except that for purposes of any withholding tax, “Holders” shall mean the beneficial owners, from time to time, of Trust Notes;

1.1.16“Holders’ Request” means an instrument signed in one or more counterparts by the Holders of not less than 25% of the principal amount of the outstanding Trust Notes of any Series requesting the Trustee to take the action or proceeding specified therein in respect of such Series;

1.1.17“Indenture Legislation” has the meaning attributed to such term in section 11.1;

1.1.18“Interim Trust Notes” has the meaning attributed to such term in section 2.16.1;

1.1.19“Issuer” includes any successor entity to or of the party of the first part which shall have complied with the provisions of Article 8;

1.1.20“Issuer Senior Indebtedness” means obligations (other than non-recourse obligations, the Trust Notes or any other obligations specifically designated as being subordinate in right of payment to Issuer Senior Indebtedness) of, or guaranteed or assumed by, the Issuer for borrowed money or evidenced by bonds, debentures or notes or obligations of the Issuer for or in respect of bankers’ acceptances (including the face amount thereof), letters of credit and letters of guarantee (including all reimbursement obligations in respect of each of the foregoing) or other similar instruments, and amendments, renewals, extensions, modifications and refundings of any such indebtedness or obligation;

1.1.21“Officer’s Certificate” means in respect of the Issuer, a certificate signed in the name of the Issuer by its Administrative Agent, in which case the officers signing on behalf of the Administrative Agent shall be any one of the Authorized Officers of the Administrative Agent, and may consist of one or more instruments so executed;

1.1.22“Ordinary Resolution” means a resolution proposed to be passed by the Holders of not less than a majority of the principal amount of the Trust Notes then outstanding who voted in respect of that resolution or signed by the Holders of not less than a majority of the principal amount of the Trust Notes then outstanding entitled to vote on that resolution;

1.1.23“Participant” means a broker, dealer, bank or other financial institution or other participant in an applicable Clearing Agency or Book-Entry System;

1.1.24“Paying Agent” means any Person authorized by the Issuer to make payments of principal, interest or redemption price, if any, on Trust Notes, together with any other amounts payable with respect thereto on behalf of the Issuer;

1.1.25“Person” is to be broadly interpreted and includes an individual, a corporation, a limited liability company, an unlimited liability company, a limited or general partnership, a trust, an unincorporated organization, a joint venture and any other organization, whether or not a legal entity, a government of a country or any political subdivision of a country or any agency or

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department of any such government and the executors, administrators or other legal representatives of a Person in such capacity;

1.1.26“Selection Date” has the meaning attributed to such term in section 3.2;

1.1.27“Series” means a series of Trust Notes;

1.1.28“Successor Entity” has the meaning attributed to such term in section 8.1.1;

1.1.29“this Indenture”, “this Trust Indenture”, “hereto”, “hereby”, “hereunder”, “hereof”, “herein” and similar expressions refer to this indenture and not to any particular Article, section, subdivision or other portion hereof, and include any and every supplemental indenture; and “supplemental indenture” and “indenture supplemental hereto” include any and every instrument supplemental or ancillary hereto or in implement hereof;

1.1.30“Trust Notes” means any notes, debentures or other instruments of indebtedness, which shall in each case constitute subordinated indebtedness of the Issuer, issued or to be issued under this Indenture for the time being outstanding and entitled to the benefits of this Indenture;

1.1.31“Trustee” means the party of the second part and its successors for the time being in the trusts hereby created;

1.1.32“Valiant” means Valiant Trust Company acting solely in its capacity as trustee of the Issuer or its successor; and

1.1.33“Written Order of the Issuer” and “Written Request of the Issuer” mean, respectively, an order or a request signed in the name of the Issuer by its Administrative Agent, in which case the officers signing on behalf of the Administrative Agent shall be any one of the Authorized Officers of the Administrative Agent, and may consist of one or more instruments so executed.

Words importing the singular include the plural and vice versa and words importing the masculine gender include the feminine gender and vice versa.

1.2Meaning of “outstanding” for Certain Purposes

Except as otherwise provided in the Trust Notes of a Series or a supplemental indenture for a Series, every Trust Note certified and delivered by the Trustee hereunder shall be deemed to be outstanding until it shall be cancelled or delivered to the Trustee for cancellation, or a new Trust Note shall be issued in substitution therefor under section 2.15, or moneys for the payment thereof shall be set aside under Article 7, provided that:

1.2.1where a new Trust Note has been issued in substitution for a Trust Note which has been lost, stolen or destroyed, only one of such Trust Notes shall be counted for the purpose of determining the aggregate principal amount of Trust Notes outstanding;

1.2.2Trust Notes that have been partially redeemed shall be deemed to be outstanding only to the extent of the unredeemed part of the principal amount thereof; and

1.2.3for the purpose of any provision of this Indenture entitling Holders of outstanding Trust Notes to vote, sign consents, requests or other instruments or take other action under this

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Indenture, Trust Notes owned directly or indirectly, legally or equitably, by the Issuer or any Affiliate of the Issuer shall be disregarded, except that:

1.2.3.1for the purpose of determining whether the Trustee shall be protected in relying on any such vote, consent, request or other instrument or other action, only the Trust Notes of which the Trustee has notice in writing that they are so owned shall be so disregarded;

1.2.3.2Trust Notes so owned which have been pledged in good faith other than to the Issuer or an Affiliate of the Issuer shall not be so disregarded if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s right to vote such Trust Notes in the pledgee’s discretion free from the control of the Issuer or an Affiliate of the Issuer; and

1.2.3.3where the Issuer and its Affiliates own 100% of the outstanding Trust Notes, such Trust Notes shall not be so disregarded.

1.3Interpretation Not Affected By Headings, etc.

The division of this Indenture into Articles and sections, the provision of a table of contents and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Indenture.

1.4Statute References

Any reference in this Indenture to a statute shall be deemed to be a reference to such statute as amended, re-enacted or replaced from time to time.

1.5Monetary References

Except as otherwise specified in this Indenture or the Trust Notes of a Series or a supplemental indenture with respect to a Series, any reference in this Indenture to “Dollars”, “dollars” or the sign “$” shall be deemed to be a reference to lawful money of the United States.

1.6Day Not a Business Day

In the event that any day on or before which any action is required to be taken hereunder is not a Business Day, then such action shall be required to be taken on or before the requisite time on the first Business Day thereafter.

1.7Invalidity of Provisions

Each of the provisions contained in this Indenture or the Trust Notes is distinct and severable and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision hereof. To the extent permitted by applicable law, the parties waive any provision of law which renders any provision of this Indenture or the Trust Notes invalid or unenforceable in any respect.

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1.8Governing Law

This Indenture, any supplemental indenture and the Trust Notes shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and shall be treated in all respects as Ontario contracts.

1.9Trust Notes and Supplemental Indentures

For greater certainty, the Trust Notes of a Series and/or any supplemental indenture for a Series may amend, modify, render inapplicable or supersede any provision of this Indenture that would otherwise be applicable to such Series, including the subordination provisions of Article 4.

1.10Additional Parties

Other Persons, in addition to the Issuer and the Trustee, may execute a supplemental indenture and become a party thereto and to this Indenture with respect to the applicable Series for the purposes, and with the rights and obligations, set forth therein, including to provide a guarantee or other credit support in respect of the applicable Series.

ARTICLE 2

THE TRUST NOTES

2.1Limitation on Issue and Designation

The aggregate principal amount of Trust Notes that may be issued under this Indenture is unlimited but Trust Notes may be issued hereunder only upon the terms and subject to the conditions herein provided.

2.2Issuance in Series

The Trust Notes may be issued in one or more Series subject to the conditions hereinafter set forth. The Trust Notes of each Series shall bear such date or dates and mature on such date or dates, shall bear interest at such rate or rates, may be issued in such denominations, may be redeemable before maturity in such manner and subject to payment of such premium, or without premium, may be payable as to principal, interest and premium, if any, at such place or places, may be payable in such currency or currencies, may be guaranteed by other Persons, may provide for such sinking fund, conversion rights or obligations, exchange rights or obligations and share purchase rights or obligations, if any, may contain such provisions for the interchange or transfer of Trust Notes of different denominations and forms and may contain such other provisions, not inconsistent with the provisions of this Indenture, as may be expressed in an indenture supplemental hereto providing for the issuance of the Trust Notes of such Series or in the Trust Notes of such Series.

2.3Differences in Trust Notes of any Series

The Trust Notes of any Series may be of different denominations and forms and may contain such variations of tenor and effect as are incidental to such differences of denomination and form including variations in the provisions for the interchange of Trust Notes of different denominations or forms and in the provisions for the registration or transfer of Trust Notes and any Series may consist of Trust Notes having different dates of issue, different dates of maturity, different rates of interest, different redemption prices, if any, and different sinking fund provisions, if any, and partly of Trust Notes carrying the benefit of a sinking fund and partly of Trust Notes with no sinking fund.

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2.4Issuance of Trust Notes as Part of Series Previously Issued

Subject to the foregoing provisions, any of the Trust Notes may be issued as part of any Series previously issued, in which case they shall bear the same designation and designating letters as have been applied to such similar prior issue and shall be numbered consecutively upwards in respect of each denomination of Trust Notes in like manner and following the numbers of the Trust Notes of such prior issue.

2.5Issuance of Trust Notes

The Trust Notes may be issued in such amounts, to such persons, on such terms, not inconsistent with the provisions of this Indenture, and at par or at a discount or at a premium. Each Trust Note as soon as issued or negotiated shall, subject to the terms hereof, be equally and proportionately entitled to the benefits of this Indenture as if all of the Trust Notes had been issued and negotiated simultaneously.  Trust Notes may, subject to the provisions of this Indenture and to such restrictions as may be set forth in any Series, and subject as hereinafter provided, from time to time be executed by the Issuer and delivered to the Trustee and shall be certified by the Trustee and delivered to, or to the order of the Issuer, pursuant to a Written Order of the Issuer, without the Trustee receiving any consideration therefor.

2.6Execution of Trust Notes

The Trust Notes may be signed on behalf of the Issuer by the Administrative Agent, in which case the officers signing (either manually or by facsimile signature) on behalf of the Administrative Agent shall be any two of the Authorized Officers of the Administrative Agent.  A facsimile signature upon any of the Trust Notes shall for all purposes of this Indenture be deemed to be the signature of the individual whose signature it purports to be and to have been signed at the time such facsimile signature is reproduced. Notwithstanding that any individual whose signature (either manual or in facsimile) may appear on the Trust Notes is not, at the date of this Indenture or at the date of the Trust Notes or at the date of the certifying and delivery thereof, any one of the Authorized Officers of the Administrative Agent, such Trust Notes shall be valid and binding upon the Issuer and entitled to the benefits of this Indenture.

2.7Certification

No Trust Notes shall be issued or, if issued, shall be obligatory or shall entitle the Holder thereof to the benefits of this Indenture until it has been certified by or on behalf of the Trustee substantially in the form set out in the applicable supplemental indenture hereto or in some other form approved by the Trustee, whose approval shall be conclusively evidenced by the certification thereof. Such certificate on any Trust Notes shall be conclusive evidence as against the Issuer that such Trust Notes are duly issued and is a valid obligation of the Issuer.

The certificate of the Trustee on any Trust Notes shall not be construed as a representation or warranty by the Trustee as to the validity of this Indenture or of the Trust Notes (except the due certification thereof) and the Trustee shall in no respect be liable or answerable for the use made of the Trust Notes or any of them or the proceeds thereof.

2.8Concerning Interest

2.8.1Unless otherwise provided in a supplemental indenture for a Series:

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2.8.1.1Every Trust Note, whether issued originally or in exchange for other Trust Notes, shall bear interest from and including its date of issue or from and including the last interest payment date to which interest shall have been paid or made available for payment on such Trust Notes, whichever shall be later.

2.8.1.2Interest on each Trust Note shall cease to accrue from the earliest of: (i) the maturity date; or (ii) if such Trust Note is called for redemption, the date fixed for redemption, unless upon due presentation and surrender thereof for payment on or after the maturity date or the date fixed for redemption, as the case may be, such payment is improperly withheld or refused.

2.8.1.3Wherever in this Indenture or the Trust Notes there is mention, in any context, of the payment of interest, such mention shall be deemed to include the payment of interest on amounts in default to the extent that, in such context, such interest is, was or would be payable pursuant to this Indenture or the Trust Notes, and express mention of interest on amounts in default in any of the provisions of this Indenture or the Trust Notes shall not be construed as excluding such interest in those provisions where such express mention is not made.

2.8.1.4If an interest payment date falls on a day that is not a Business Day, the interest payment date will be postponed to the next Business Day, and no further interest or other sums will accrue in respect of such postponement.

2.9Rank of Trust Notes

All Trust Notes created and issued under this Indenture shall be in all respects entitled, equally and rateably with all other Trust Notes created and issued under this Indenture, to the benefits hereof without preference, priority or distinction on account of the actual time or times of certification and delivery, all in accordance with the terms and provisions of this Indenture.  The Trust Notes shall be direct, subordinated obligations of the Issuer, ranking equally and rateably with all other subordinated indebtedness of the Issuer from time to time issued and outstanding, except for indebtedness that, by its terms, ranks subordinate to the Trust Notes.

2.10Registration of Trust Notes

2.10.1Subject to section 2.11, the Issuer shall cause to be kept by and at the principal office of the Trustee in the City of Calgary, Alberta or such other location as it may designate from time to time, a central register of Holders, and at such other place or places or by such other registrar or registrars as the Issuer may designate or appoint, with the approval of the Trustee, branch registers, in which shall be entered the names and latest known addresses of the Holders of Trust Notes, and the other particulars, as prescribed by law, of the Trust Notes held by them respectively and of all transfers of Trust Notes. Such registration shall be noted on the Trust Notes by the Trustee or other registrar. Subject to section 2.11, no transfer of Trust Notes shall be effective as against the Issuer unless made on one of the appropriate registers by the Holder of the Trust Notes or the Holder’s executors or administrators or other legal representatives or the Holder’s attorney duly appointed by an instrument in form and execution satisfactory to the Trustee and upon compliance with such requirements as the Trustee or other registrar may prescribe, and unless such transfer shall have been duly noted on such Trust Notes by the Trustee or other registrar.

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2.10.2The registers referred to in this section shall be open during regular business hours for inspection by the Issuer, the Trustee and any Holder.

2.10.3Subject to section 2.11, the Holder of Trust Notes may, at any time and from time to time, have such Trust Notes transferred at any of the places at which a register is kept pursuant to the provisions of this section 2.10 and in accordance with such reasonable regulations as the Trustee may prescribe. The Holder of Trust Notes may at any time and from time to time have the registration of such Trust Notes transferred from the register in which the registration thereof appears to another register maintained in another place authorized for that purpose under the provisions of this Indenture upon payment of a reasonable fee to be fixed by the Trustee.

2.10.4None of the Issuer, the Trustee or any registrar shall be required:

2.10.4.1to transfer or exchange any Trust Notes on any interest payment date or during the 10 Business Days immediately preceding any interest payment date; or

2.10.4.2to transfer or exchange any Trust Notes from the Selection Date to the date that notice of redemption is mailed.

2.10.5None of the Issuer, the Trustee or any registrar for any of the Trust Notes shall be charged with notice of or be bound to see to the execution of any trust, whether express, implied or constructive, in respect of any Trust Notes and may transfer any Trust Notes on the direction of a Holder thereof, whether named as trustee or otherwise, as though that Person were the beneficial owner thereof.

2.10.6The Issuer shall have power at any time to close any branch register and in that event it shall transfer the records thereof to an existing register or to a new register and thereafter such Trust Notes shall be deemed to be registered on such existing or new register, as the case may be. In the event that the register in any place is closed and the records transferred to a register in another place, notice of such change shall be given to the Holders of the Trust Notes registered in the register so closed and the particulars of such change shall be recorded in the central register required to be kept in the City of Calgary, Alberta.

2.10.7Every registrar shall, when requested to do so by the Issuer or the Trustee, furnish the Issuer or the Trustee, as the case may be, with a list of the names and addresses of the Holders of the Trust Notes showing the Series, principal amounts and serial numbers of such Trust Notes held by each Holder.

2.11Book-Entry System

2.11.1Notwithstanding any other provision of this Indenture, the Issuer may elect to have the Trust Notes of a Series issued hereunder represented in the form of one or more typewritten, English language, fully registered global certificates held by, or on behalf of, a Clearing Agency (or its nominee) as depository of the global certificate (for its Participants) and registered on the register maintained by the Trustee pursuant to section 2.10 in the name of the Clearing Agency (or its nominee). It is expressly acknowledged that any such registrations of ownership and transfers of such Trust Notes, or interests of Participants therein, will be made by the Clearing Agency only through the applicable Book-Entry System in accordance with policies and procedures of the Clearing Agency. Subject to this section 2.11, the rights of the holder of any beneficial interest in the Trust Notes of a Series represented by a global certificate (including the right to receive a certificate or other instrument evidencing an ownership interest in such Trust

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Notes) shall be limited to those established by any agreement (including a book-entry securities services agreement or letter of representations of the Issuer to the Clearing Agency) between the Issuer and the Clearing Agency, by applicable law and agreements between the Clearing Agency and its Participants and between such Participants and the holder of such beneficial interest. Accordingly, except as provided herein, neither the Issuer nor the Trustee shall be under any obligation to deliver, nor shall the holder of such interest have any right to require the delivery of, a certificate evidencing Trust Notes of a Series to the holder of the interest in such Trust Notes. In the event of any conflict between this Indenture and any such agreement between the Issuer and a Clearing Agency, the terms of any such agreement shall prevail, subject to section 2.11.2.

2.11.2Notwithstanding section 2.11.1, after the occurrence of an Event of Default or a breach of any of the covenants of the Issuer provided for in this Indenture which breach shall have continued unremedied for a period of 60 days after the Issuer has received notice of such breach, unless the Trustee (having regard to the subject matter of the breach) shall have agreed to a longer period and, in such event, within the period agreed to by the Trustee, the Holders of Trust Notes of a Series may at any time determine (which determination shall, for greater certainty, require an Ordinary Resolution and not an Extraordinary Resolution) that the continuation of the holding of the Trust Notes by only global certificates under the Book-Entry System is no longer in the best interests of such Holders.

2.11.3Upon any determination made pursuant to section 2.11.2, or if required to do so by law, or if the applicable Book-Entry System ceases to exist, or if the Issuer determines that the applicable Clearing Agency is no longer willing or able to discharge properly its responsibilities as depository and the Issuer is unable to locate a qualified successor, or if the Issuer at its option elects or is required by applicable law or rules of any securities exchange to terminate the applicable Book-Entry System for any reason,

2.11.3.1the Trustee shall notify the applicable Clearing Agency and shall request such Clearing Agency to notify the Participants of the availability of definitive fully registered certificates representing Trust Notes;

2.11.3.2the Trustee shall request the Clearing Agency to deliver the global certificate representing Trust Notes to the Trustee and the Trustee shall thereupon reduce the holdings of such Clearing Agency on the register maintained hereunder to nil in respect of the Trust Notes represented by such global certificate;

2.11.3.3the Issuer shall issue or cause to be issued, in accordance with and subject to the provisions of this Indenture, in exchange for such global certificate, Trust Notes of a Series in definitive form in an aggregate amount equal to the amount of such global certificate registered in the names of the Participants as advised by the Clearing Agency in accordance with their proportionate interest in such global certificate as recorded in the records maintained by such Clearing Agency as at the date of the issue of the Trust Notes in definitive form; and

2.11.3.4after such replacement of such global certificate by definitive Trust Notes, all payments in respect of such Trust Notes in definitive form shall be made to the registered holders thereof in accordance with the terms and conditions of such Trust Notes in definitive form and the provisions of this Indenture and in all other respects such registered holders shall be the holders thereof for all purposes hereunder.

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2.11.4All expenses of the Trustee and any applicable Clearing Agency relating to this section 2.11 shall be paid by the Issuer.

2.11.5Any notice required or permitted to be given to any beneficial holder of Trust Notes while such Trust Notes are represented by a global certificate held by, or on behalf of, an applicable Clearing Agency as part of the Book-Entry System, shall be provided to or as directed by such Clearing Agency.

2.11.6It is hereby acknowledged that in making the determination as to the percentage interest of a Participant in a global certificate, the Trustee shall be entitled to rely solely upon the records therefor maintained by any applicable Clearing Agency and confirmed in writing to the Trustee by such Clearing Agency.

2.11.7The Issuer shall not be responsible for any actions, inactions or omissions on the part of any Clearing Agency and/or the Participants under this Indenture or under any agreements, service rules or procedures entered into between an applicable Clearing Agency and each Participant and shall not be liable to registered holders for any such actions, inactions or omissions by any Clearing Agency and/or the Participants which adversely affect a Person’s beneficial interest in Trust Notes.

2.12Payment of Principal and Interest in Respect of Trust Notes

2.12.1Subject to section 2.12.4 and the specific terms applicable to a Series of Trust Notes, payment of the principal of the Trust Notes will be made by cheque or electronic transfer of funds to the respective Holders thereof in lawful money of the United States against surrender thereof by the respective Holders thereof at the principal office of the Trustee in Calgary, Alberta.

2.12.2Subject to sections 2.12.3 and 2.12.4 and the specific terms applicable to a Series of Trust Notes, as the interest on Trust Notes becomes due (except interest payable on the maturity date which may be paid upon presentation and surrender of such Trust Notes for payment), the Issuer shall, on each date on which interest on such Trust Notes becomes due, effect an electronic transfer or forward, or cause to be forwarded, a cheque by first class mail, postage prepaid (or in the event of a mail service interruption by such other means as the Trustee and the Issuer shall determine to be appropriate), for such interest (less any tax required or permitted by law and the specific terms applicable to a Series of Trust Notes to be deducted) to such Holder and payable to such Holder and negotiable at par at each of the places at which interest upon such Trust Notes is payable. Any electronic transfer instructions received by the Trustee shall remain in effect until revoked by the Holder. The forwarding of such cheque or electronic funds shall satisfy and discharge the liability for the interest on such Trust Notes to the extent of the sum represented thereby (plus the amount of any tax deducted as aforesaid) unless such cheque is not paid on presentation or is lost or destroyed or such electronic funds are not received on or prior to the applicable payment date. In the event of the non-receipt of any such cheque by a Holder, or the loss or destruction thereof, the Issuer, upon being furnished with evidence of such non-receipt, loss or destruction and indemnity reasonably satisfactory to it, shall issue or cause to be issued to such Holder a replacement cheque for the amount of such cheque. In the event of the non-receipt of any electronic funds by a Holder, the Issuer, upon being furnished with evidence of such non-receipt and indemnity reasonably satisfactory to it, shall forward or cause to be forwarded to such Holder a replacement electronic transfer for the amount initially transferred and not received.

2.12.3Where Trust Notes are registered in more than one name, the principal and interest from time to time payable in respect thereof shall be paid by cheque or electronic transfer of

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funds payable to the order of all such Holders, unless the Issuer has received written instructions from them to the contrary, and the receipt of any one of such Holders therefor shall be a valid discharge to the Trustee, any registrar of Trust Notes, the Issuer and any Paying Agent.

2.12.4If Trust Notes of a Series are registered in the name of a Clearing Agency or its nominee, the principal and interest from time to time payable (subject to any amounts withheld in accordance with customary practices and procedures of the Trustee or the Clearing Agency) in respect thereof shall be paid by delivery of a cheque or electronic transfer of funds payable to the order of the Clearing Agency or its nominee, as the case may be, and the receipt of the Clearing Agency or its nominee, as the case may be, therefor shall be a valid discharge to the Trustee, any registrar of Trust Notes, the Issuer and any Paying Agent, who shall be entitled to rely upon the Clearing Agency and the Participants to ensure that funds are advanced to beneficial holders of Trust Notes.

2.13Ownership of Trust Notes

2.13.1The Person in whose name any Trust Notes are registered shall be deemed to be the owner thereof for all purposes of this Indenture, except for purposes of any withholding tax in which case the beneficial owner of the Trust Notes will be deemed to be the owner, and payment of or on account of the principal of, and interest on, such Trust Notes shall be made only to or upon the order in writing of the registered holder thereof and such payment shall be a complete discharge to the Trustee, any registrar of Trust Notes, the Issuer and any Paying Agent for the amounts so paid.

2.13.2The Holder for the time being of any Trust Notes shall be entitled to the principal and interest evidenced by such Trust Notes, free from all equities or rights of set-off or counterclaim between the Issuer and the original or any intermediate Holder thereof (except any equities of which the Issuer is required to take notice by law or any rights of set-off or counterclaim which may be specifically set out in the terms of any Series of Trust Notes) and all Persons may act accordingly and a transferee of a Trust Note shall, after the appropriate form of transfer is lodged with the Trustee or other registrar of Trust Notes and upon compliance with all other conditions in that behalf required by this Indenture or by any conditions contained in such Trust Notes or by law, be entitled to be entered on the appropriate register or on any one of the appropriate registers as the owner of such Trust Notes free from all equities or rights of set-off or counterclaim between the Issuer and such Holder’s transferor or any previous Holder thereof, save in respect of equities of which the Issuer is required to take notice by statute or by order of a court of competent jurisdiction.

2.14Exchange of Trust Notes

2.14.1In the event that the Trust Notes of a Series are not held in the Book-Entry System, Trust Notes of any denomination may be exchanged for Trust Notes of any other authorized denomination or denominations, any such exchange to be for an equivalent aggregate principal amount and Series. Exchanges of Trust Notes may only be made at the principal office of the Trustee in the City of Calgary, Alberta. Any Trust Notes tendered for exchange shall be surrendered to the Trustee and shall be cancelled. The Issuer shall execute, and the Trustee shall certify, all Trust Notes necessary to carry out such exchanges.

2.14.2Except as otherwise provided herein, upon any exchange of Trust Notes of any denomination for Trust Notes of any other authorized denominations and upon any transfer of Trust Notes, the Trustee or other registrar of Trust Notes may make a sufficient charge to

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reimburse it for any stamp tax, security transfer tax or other governmental charge required to be paid, and in addition a reasonable charge for its services for Trust Notes exchanged or transferred, and payment of such charges shall be made by the party requesting such exchange or transfer as a condition precedent thereto.

2.14.3Notwithstanding the foregoing, no charge to the Holder (other than for insurance on any Trust Notes forwarded by mail) shall be made by the Trustee, any registrar of Trust Notes or the Issuer

2.14.3.1for any exchange, registration or transfer of any Trust Notes applied for within a period of 30 days from the date of issue thereof; or

2.14.3.2for any exchange, after such period, of Trust Notes for Trust Notes of the same Series in lesser denominations;

provided that the Trust Notes surrendered for exchange shall not have been issued as a result of any previous exchange, other than an exchange pursuant to section 2.14.3.1 or section 3.8.

2.14.4None of the Issuer, the Trustee or any other registrar of Trust Notes shall be required to make exchanges of Trust Notes on any interest payment date, during the 10 Business Days immediately preceding any interest payment date or from the Selection Date to the date that notice of redemption is mailed.

2.15Replacement of Trust Notes

If any of the Trust Notes of a Series shall become mutilated or be lost, stolen or destroyed and in the absence of notice that such Trust Notes have been acquired by a bona fide purchaser, the Issuer shall issue, and thereupon the Trustee shall certify and deliver, new Trust Notes of the same Series upon surrender and cancellation of the mutilated Trust Notes, or, in the case of lost, stolen or destroyed Trust Notes, in lieu of and in substitution for the same, and the substituted Trust Notes shall be in a form approved by the Trustee and shall, subject to the terms of the applicable Series, be entitled to the benefits of this Indenture equally with all other Trust Notes issued or to be issued hereunder. In case of loss, theft or destruction, the applicant for new Trust Notes shall furnish to the Issuer and to the Trustee such evidence of such loss, theft or destruction as shall be satisfactory to them in their discretion and shall also furnish an indemnity in amount and form satisfactory to them in their discretion and any other documents that may be required. The applicant shall pay all expenses incidental to the issuance of any such new Trust Notes.

2.16Interim Trust Notes

2.16.1Pending delivery to the Trustee of definitive Trust Notes, the Issuer may execute in lieu thereof (but subject to the same provisions, conditions and limitations as herein set forth), and the Trustee may certify, interim printed, mimeographed or typewritten Trust Notes of a Series (“Interim Trust Notes”), in such form and in such denominations as may be approved by the Trustee and by the Administrative Agent on behalf of the Issuer by any one of the Authorized Officers of the Administrative Agent (whose certification or signature, either manual or in facsimile, as the case may be, on any such Interim Trust Notes shall be conclusive evidence of such approval) entitling the Holders thereof to definitive Trust Notes of the same Series in any authorized denominations when the same are ready for delivery, without expense to such Holders, but the total amount of Interim Trust Notes so issued shall not exceed the aggregate principal amount of Trust Notes of such Series authorized to be issued hereunder. Forthwith after the

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issuance of any such Interim Trust Notes, the Issuer shall cause to be prepared the appropriate definitive Trust Notes of such Series for delivery to the Holders of such Interim Trust Notes.

2.16.2Interim Trust Notes which have been duly issued shall, until exchanged for definitive Trust Notes, entitle the Holders thereof to rank for all purposes as Holders, and otherwise in respect of this Indenture to the same extent and in the same manner as though such exchange had actually been made. When exchanged for definitive Trust Notes, such Interim Trust Notes shall forthwith be cancelled by the Trustee. Any interest paid upon Interim Trust Notes shall be noted thereon by the Paying Agent at the time of payment unless paid by cheque to the Holders thereof.

2.17Option of Holder as to Place of Payment

Except as otherwise provided herein, all sums which may at any time become payable, whether on the maturity date, on redemption or on a declaration by the Trustee pursuant to section 6.3 or otherwise, on account of any Trust Notes or any interest shall be payable at the option of the Holder at any of the places at which the principal of and interest on such Trust Notes are payable.

2.18Payment Agreements for Trust Notes

Notwithstanding anything contained herein, the Issuer may enter into an agreement with a Holder of Trust Notes or with the Person for whom such Holder is acting as nominee providing for the payment to such Holder of the principal, interest, redemption price, if any, on such Trust Notes, together with any other amounts payable with respect thereto, at a place or places other than the place or places specified herein and in such Trust Notes as the place or places for such payment. Any payment of the principal, interest, redemption price, if any, on any such Trust Notes, together with any other amounts payable with respect thereto, at such other place or places pursuant to such agreement shall, notwithstanding any other provision of this Indenture, be valid and binding on the Issuer, the Trustee and such Holder of Trust Notes. The Issuer shall provide written notice to the Trustee of the existence and terms of any payment agreement between the Issuer and any Holder.

2.19ERISA Matters

2.19.1Subject to the restrictions in this Section 2.19, the Trust Notes may be held by (i) plans that are subject to the fiduciary responsibility provisions of ERISA or the provisions of Section 4975 of the Code and entities deemed to hold plan assets of the foregoing (such plans and entities, “Plans”) and (ii) plans that are subject to provisions under federal, state or other laws (“Similar Law”) that are substantially similar to the fiduciary responsibility provisions of ERISA or the prohibited transaction provisions of ERISA and/or Section 4975 of the Code (such plans, “Similar Law Plans”).  A fiduciary of any Plan or Similar Law Plan shall determine that the purchase, holding, redemption or exchange of the Trust Notes or an interest therein is consistent with its fiduciary duties and will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, or a violation under any applicable Similar Law.  Section 406 of ERISA and Section 4975 of the Code prohibit certain transactions involving the assets of Plans (as well as those plans that are not subject to ERISA but which are subject to Section 4975 of the Code) and certain persons (“parties in interest” or “disqualified persons”) having certain relationships to such Plans, unless a statutory or administrative exemption is applicable to the transaction.  There can be no assurance that any administrative or statutory exemption will be available with respect to any particular transaction involving the Trust Notes.  A party in interest or disqualified person who engages in a prohibited transaction

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may be subject to excise taxes and other penalties and liabilities under ERISA and Section 4975 of the Code.

2.19.2Under a regulation issued by the U.S. Department of Labor, 29 CFR Section 2510.3-101 (as effectively modified by Section 3(42) of ERISA)(the “Regulation”), the assets of the Trust would be treated as plan assets of a Plan for the purposes of ERISA and the Code only if the Plan acquired an “equity interest” in the Trust and none of the exceptions to “plan assets” contained in the Regulation was applicable.  An equity interest is defined under the Regulation as an interest other than an instrument which is treated as indebtedness under applicable local law and which has no substantial equity features.  The Trust believes that as of the date hereof, the Trust Notes should be treated as indebtedness of the Trust without substantial equity features for purposes of the Regulation, but there is no certainty that the U.S. Department of Labor or a court would agree with that position.  This determination is based upon the traditional debt features of the Trust Notes, including the reasonable expectation of purchasers of the Trust Notes that the Trust Notes will be repaid when due.  The purchasers and subsequent transferees of the Trust Notes or any interest therein will be deemed to have acknowledged by its purchase, holding, redemption or exchange thereof that the debt treatment of the Trust Notes for ERISA purposes could change subsequent to the date hereof if the Trust incurs losses.  In the event of a withdrawal or downgrade to below investment grade of the rating of the Trust Notes or a characterization of the Trust Notes as other than indebtedness under applicable local law, the transfer and subsequent acquisition of the Trust Notes or interest therein by a Plan is prohibited.

2.19.3Unless a statutory or administrative exemption is applicable, the purchase and, in certain cases, the holding of securities by a Plan with respect to which (i) the Trust or any of its affiliates or (ii) any underwriter, dealer or agent selling the securities or any of their affiliates is a party in interest or disqualified person could constitute a prohibited transaction. Accordingly, each purchaser and subsequent transferee of the Trust Notes or any interest therein will be deemed to have represented by its purchase, holding, redemption or exchange thereof that either (i) it is not, and is not acting on behalf of, any Plan or Similar Law Plan or (ii) its purchase, holding, redemption or exchange of the Trust Notes or any interest therein will not constitute or result in a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code because such purchaser and subsequent transferee relied on an available prohibited transaction exemption, all of the conditions of which are satisfied, or is not in violation of any applicable Similar Law.  Each purchaser and subsequent transferee of the Trust Notes or any interest therein will be deemed to have acknowledged by its purchase, holding, redemption or exchange thereof that neither Plans nor Similar Law Plans may acquire the Trust Notes at any time that the ratings on the Trust Notes are below investment grade or the Trust Notes have been characterized as other than indebtedness for applicable local law purposes.

2.19.4The purchasers and subsequent transferees of the Trust Notes or any interest therein will be deemed to have acknowledged by its purchase, holding, redemption or exchange thereof that the sale of any securities to a Plan or Similar Law Plan is in no respect a representation by the Trust, or by any underwriter, dealer or agent selling the securities, that such an investment meets all of the legal requirements with respect to investments by any particular Plan or Similar Law Plan or that such an investment is appropriate for any particular Plan or Similar Law Plan.

2.19.5References to holder, purchaser or transferee of Trust Notes in this Section 2.19 include reference to a beneficial holder, owner, purchaser or transferee of Trust Notes.

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ARTICLE 3

REDEMPTION AND PURCHASE FOR CANCELLATION OF TRUST NOTES

3.1Redemption of Trust Notes at Option of Issuer

The Issuer shall have the right at its option to redeem either in whole at any time or in part from time to time prior to maturity Trust Notes issued hereunder of any Series which by their terms are made so redeemable (subject, however, to any applicable law restricting the redemption of Trust Notes of such Series) at such rates of premium, if any, and at such date or dates as shall have been determined at the time of the issue of such Trust Notes and as shall be expressed in such Trust Notes and/or supplemental indenture providing for the issue thereof.

3.2Partial Redemption of Trust Notes

If less than all the Trust Notes of a Series are to be redeemed pursuant to section 3.1, the Issuer shall, at least 15 days prior to the date that notice of redemption is given, notify the Trustee of its intention to redeem the aggregate principal amount of such Series to be redeemed. The Trust Notes to be redeemed shall be selected by the Trustee in such manner as may be described in the applicable Series of Trust Notes and/or any supplemental indenture, or in such other manner as the Trustee may consider equitable. The day the Trustee makes such selection shall be referred to for the purpose of sections 2.10.4.2  and 2.14 as the “Selection Date”. For this purpose, the Trustee may make, and from time to time amend, regulations with regard to the manner in which such Trust Notes may be so selected and regulations so made shall be valid and binding upon all Holders of Trust Notes notwithstanding the fact that, as a result thereof, one or more of such Trust Notes become subject to redemption in part only.

3.3Notice of Redemption

Notice of any intention to redeem any Trust Notes of a Series shall be given by or on behalf of the Issuer to the Holders of such Series in accordance with the terms contained in such Series or any supplemental indenture in respect thereof.

3.4Trust Notes Due on Redemption Dates

3.4.1Upon notice having been given as aforesaid, the Trust Notes so called for redemption shall thereupon become due and payable at the applicable redemption price and on the redemption date specified in such notice, in the same manner and with the same effect as if it were the maturity date specified in such Trust Notes, notwithstanding anything contained therein or herein to the contrary, and from and after such redemption date, if the moneys necessary to redeem such Trust Notes shall have been deposited as hereinafter provided and an Officer’s Certificate, affidavit or other proof satisfactory to the Trustee as to the mailing of such notices shall have been delivered to the Trustee, such Trust Notes shall no longer be considered outstanding hereunder and interest upon such Trust Notes shall cease to accrue after such date.

3.4.2If any question shall arise as to whether notice of redemption or deposit of the redemption moneys has been given or made as provided above, such question shall be decided by the Trustee whose decision shall be final and binding upon all parties in interest.

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3.5Deposit of Redemption Moneys

Upon Trust Notes having been called for redemption, the Issuer shall deposit with the Trustee, on or before the redemption date fixed in the relevant notice of redemption, such sums as may be sufficient to pay the redemption price of the Trust Notes to be redeemed, together with accrued interest, if any, and the estimated charges and expenses to be incurred in connection with such redemption. From the sums so deposited, the Trustee shall pay or cause to be paid to the Holders of the Trust Notes called for redemption, upon surrender of such Trust Notes, the applicable redemption price and interest, (less any applicable withholding taxes, to the extent required or permitted by law and the specific terms applicable to a Series of Trust Notes) to which they are respectively entitled on redemption.

3.6Failure to Surrender Trust Notes Called for Redemption

If the Holder of any Trust Notes called for redemption shall, within 30 days from the date fixed for redemption, fail to surrender any of such Trust Notes or shall not within such time accept payment of the redemption price payable in respect thereof or give such receipt therefor, if any, as the Trustee may require, such redemption price shall be set aside by the Trustee in trust for such Holder in a bank account and such setting aside shall for all purposes be deemed a payment to the Holder of the sum so set aside, and to that extent the Holder shall have no right except to receive payment out of the moneys so paid and deposited, upon surrender of his Trust Notes, of the redemption price of such Trust Notes without interest thereon.

3.7Surrender of Trust Notes for Cancellation

If the principal moneys due upon any Trust Notes shall become payable by redemption or otherwise before the maturity date, the Person presenting such Trust Notes for payment must surrender the same for cancellation, the Issuer nevertheless paying or causing to be paid the interest accrued and unpaid thereon in accordance with the terms of such Trust Notes (computed on a per diem basis if the date fixed for payment is not a scheduled interest payment date).

3.8Purchase of Trust Notes for Cancellation

Subject to such restrictions on purchase as may be set forth in any Trust Notes of a Series or in any supplemental indenture under which Trust Notes of a Series may be issued, at any time when the Issuer is not in default hereunder, the Issuer may purchase Trust Notes in the market or by private contract at any price.

3.9Cancellation of Trust Notes

All Trust Notes redeemed and all Trust Notes purchased under this Article 3 shall forthwith be delivered to the Trustee and shall be cancelled by it and will not be reissued or resold, and except as may be provided in the Trust Notes or any supplemental indenture in respect thereof, no Trust Notes shall be issued in substitution therefor.

ARTICLE 4

SUBORDINATION OF TRUST NOTES

4.1Trust Notes Subordinated to Issuer Senior Indebtedness

4.1.1The Issuer covenants and agrees, and each Holder of Trust Notes, by the acceptance thereof, likewise covenants and agrees, that the indebtedness represented by the Trust Notes and the payment of the principal of and interest on each and all of the Trust Notes is hereby expressly

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subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of Issuer Senior Indebtedness.

4.1.2In the event (a) of any insolvency or bankruptcy proceedings or any receivership, liquidation, reorganization or other similar proceedings in respect of the Issuer or a substantial part of its property, or of any proceedings for liquidation, dissolution or other winding up of the Issuer, whether or not involving insolvency or bankruptcy, or (b) subject to the provisions of Section 4.2 that (i) a default shall have occurred with respect to the payment of principal of or interest on or other monetary amounts due and payable on any Issuer Senior Indebtedness, or (ii) there shall have occurred an event of default (other than a default in the payment of principal or interest or other monetary amounts due and payable) in respect of any Issuer Senior Indebtedness, as defined therein or in the instrument under which the same is outstanding, permitting the holder or holders thereof to accelerate the maturity thereof (with notice or lapse of time, or both), and such event of default shall have continued beyond the period of grace, if any, in respect thereof, and, in the cases of subclauses (i) and (ii) of this clause (b), such default or event of default shall not have been cured or waived or shall not have ceased to exist, or (c) that the principal of and accrued interest on the Trust Notes of any series shall have been declared due and payable pursuant to Section 6.3 and such declaration shall not have been rescinded and annulled as provided in Section 6.4, then:

4.1.2.1the holders of all Issuer Senior Indebtedness shall first be entitled to receive payment of the full amount due thereon, or provision shall be made for such payment in money or money’s worth, before the Holders of any of the Trust Notes are entitled to receive a payment on account of the principal of or interest on the indebtedness evidenced by the Trust Notes, including, without limitation, any payments made pursuant to Article 3;

4.1.2.2any payment by, or distribution of assets of, the Issuer of any kind or character, whether in cash, property or securities, to which the Holders of any of the Trust Notes or the Trustee would be entitled except for the provisions of this Article shall be paid or delivered by the person making such payment or distribution, whether a trustee in bankruptcy, a receiver, receiver and manager or liquidating trustee or otherwise, directly to the holders of such Issuer Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Issuer Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of such Issuer Senior Indebtedness held or represented by each, to the extent necessary to make payment in full of all Issuer Senior Indebtedness remaining unpaid after giving effect to any concurrent payment or distribution (or provision therefor) to the holders of such Issuer Senior Indebtedness, before any payment or distribution is made to the holders of the indebtedness evidenced by the Trust Notes or to the Trustee under this instrument; and

4.1.2.3in the event that, notwithstanding the foregoing, any payment by, or distribution of assets of, the Issuer of any kind or character, whether in cash, property or securities, in respect of principal of or interest on the Trust Notes or in connection with any repurchase by the Issuer of the Trust Notes, shall be received by the Trustee or the Holders of any of the Trust Notes before all Issuer Senior Indebtedness is paid in full, or provision made for such payment in money or money’s worth, such payment or distribution in respect of principal of or interest on the Trust Notes or in connection with any repurchase by the Issuer of the Trust Notes shall be paid over to the holders of such Issuer Senior Indebtedness or their representative or representatives or to the trustee or

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trustees under any indenture under which any instruments evidencing any such Issuer Senior Indebtedness may have been issued, ratably as aforesaid, for application to the payment of all Issuer Senior Indebtedness remaining unpaid until all such Issuer Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution (or provision therefor) to the holders of such Issuer Senior Indebtedness.

4.2Disputes with Holders of Certain Issuer Senior Indebtedness

Any failure by the Issuer to make any payment on or perform any other obligation under Issuer Senior Indebtedness, other than any indebtedness incurred by the Issuer or assumed or guaranteed, directly or indirectly, by the Issuer for money borrowed (or any deferral, renewal, extension or refunding thereof) or any indebtedness or obligation as to which the provisions of this Section shall have been waived by the Issuer in the instrument or instruments by which the Issuer incurred, assumed, guaranteed or otherwise created such indebtedness or obligation, shall not be deemed a default or event of default under Section 4.1.2(b) if (a) the Issuer shall be disputing its obligation to make such payment or perform such obligation and (b) either (i) no final judgment relating to such dispute shall have been issued against the Issuer which is in full force and effect and is not subject to further review, including a judgment that has become final by reason of the expiration of the time within which a party may seek further appeal or review, and (ii) in the event of a judgment that is subject to further review or appeal has been issued, the Issuer shall in good faith be prosecuting an appeal or other proceeding for review and a stay of execution shall have been obtained pending such appeal or review.

4.3Subrogation

Subject to the payment in full of all Issuer Senior Indebtedness, the Holders of the Trust Notes shall be subrogated (equally and ratably with the holders of all obligations of the Issuer which by their express terms are subordinated to Issuer Senior Indebtedness of the Issuer to the same extent as the Trust Notes are subordinated and which are entitled to like rights of subrogation) to the rights of the holders of Issuer Senior Indebtedness to receive payments or distributions of cash, property or securities of the Issuer applicable to the Issuer Senior Indebtedness until all amounts owing on the Trust Notes shall be paid in full, and as between the Issuer, its creditors other than holders of such Issuer Senior Indebtedness and the Holders, no such payment or distribution made to the holders of Issuer Senior Indebtedness by virtue of this Article that otherwise would have been made to the Holders shall be deemed to be a payment by the Issuer on account of such Issuer Senior Indebtedness, it being understood that the provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Issuer Senior Indebtedness, on the other hand.

4.4Obligation of Issuer Unconditional

4.4.1Nothing contained in this Article or elsewhere in this Indenture or in the Trust Notes is intended to or shall impair, as among the Issuer, its creditors other than the holders of Issuer Senior Indebtedness and the Holders, the obligation of the Issuer, which is absolute and unconditional, to pay to the Holders the principal of and interest on the Trust Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders and creditors of the Issuer other than the holders of Issuer Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or any Holder from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article of the holders of Issuer Senior Indebtedness in respect of cash, property or securities of the Issuer received upon the exercise of any such remedy.

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4.4.2Upon payment or distribution of assets of the Issuer referred to in this Article, the Trustee and the Holders shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which any such dissolution, winding up, liquidation or reorganization proceeding affecting the affairs of the Issuer is pending or upon a certificate of the trustee in bankruptcy, receiver, receiver and manager, assignee for the benefit of creditors, liquidating trustee or agent or other person making any payment or distribution, delivered to the Trustee or to the Holders, for the purpose of ascertaining the persons entitled to participate in such payment or distribution, the holders of the Issuer Senior Indebtedness and other indebtedness of the Issuer, the amount thereof or payable thereon, the amount paid or distributed thereon and all other facts pertinent thereto or to this Article.

4.5Payments on Trust Notes Permitted

Nothing contained in this Article or elsewhere in this Indenture or in the Trust Notes shall affect the obligations of the Issuer to make, or prevent the Issuer from making, payment of the principal of or interest on the Trust Notes in accordance with the provisions hereof and thereof, except as otherwise provided in this Article.

4.6Effectuation of Subordination by Trustee

Each holder of Trust Notes, by his acceptance thereof, authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article and appoints the Trustee his attorney-in-fact for any and all such purposes.

4.7Knowledge of Trustee

Notwithstanding the provisions of this Article or any other provisions of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment of moneys to or by the Trustee, or the taking of any other action by the Trustee, unless and until the Trustee shall have received written notice thereof mailed or delivered to the Trustee from the Issuer, any Holder, any paying agent or the holder or representative of any class of Issuer Senior Indebtedness; provided that if at least three Business Days prior to the date upon which by the terms hereof any such moneys may become payable for any purpose (including, without limitation, the payment of the principal or interest on any Trust Note) the Trustee shall not have received with respect to such moneys the notice provided for in this Section, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that may be received by it within three Business Days prior to or on or after such date.

4.8Trustee May Hold Issuer Senior Indebtedness

The Trustee shall be entitled to all the rights set forth in this Article with respect to any Issuer Senior Indebtedness at the time held by it, to the same extent as any other holder of Issuer Senior Indebtedness, and nothing in Section 11.6 or elsewhere in this Indenture shall deprive the Trustee of any of its rights as such holder.

4.9Rights of Holders of Issuer Senior Indebtedness Not Impaired

4.9.1No right of any present or future holder of any Issuer Senior Indebtedness to enforce the subordination herein shall at any time or in any way be prejudiced or impaired by any act or failure to act on the part of the Issuer or by any noncompliance by the Issuer with the terms,

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provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with.

4.9.2With respect to the holders of Issuer Senior Indebtedness, (i) the duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture, (ii) the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, (iii) no implied covenants or obligations shall be read into this Indenture against the Trustee and (iv) the Trustee shall not be deemed to be a fiduciary as to such holders.

4.10Article Applicable to Paying Agents

In case at any time any paying agent other than the Trustee shall have been appointed by the Issuer and be then acting hereunder, the term “Trustee” as used in this Article shall in such case (unless the context shall require not otherwise) be construed as extending to and including such paying agent within its meaning as fully for all intents and purposes as if such paying agent were named in this Article in addition to or in place of the Trustee; provided, however, that Sections 4.7 and 4.8 shall not apply to the Issuer if it acts as its own paying agent.

4.11Trustee; Compensation Not Prejudiced

Nothing in this Article shall apply to claims of, or payments to, the Trustee pursuant to Sections 5.4 or 11.8.

ARTICLE 5

COVENANTS OF THE ISSUER

5.1General Covenants

5.1.1The Issuer will duly and punctually pay or cause to be paid to Holders the principal, interest and redemption price, if any, on the Trust Notes, together with any other amounts payable with respect thereto (including, in the case of default, interest on the amount in default) on the dates, at the places, in the money, and in the manner mentioned herein and in the Trust Notes.

5.1.2Except as herein otherwise expressly provided, the Issuer will at all times maintain its existence and the Issuer will carry on and conduct its business in a proper and efficient manner and will keep or cause to be kept proper books of account and make or cause to be made therein true and accurate entries of all its dealings and transactions in relation to its business, all in accordance with Generally Accepted Accounting Principles, and at all reasonable times it will furnish or cause to be furnished to the Trustee or its duly authorized agent or attorney such information relating to its business as the Trustee may reasonably require, and such books of account shall during regular business hours be open for inspection by the Trustee or such agent or attorney.

5.1.3The Issuer will duly and punctually perform and carry out all of the acts or things to be done by it as provided in this Trust Indenture.

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5.2Not to Extend Time for Payment of Interest or Principal

The Issuer covenants that, in order to prevent any accumulation after maturity of unpaid interest or of unpaid Trust Notes, the Issuer will not directly or indirectly extend or assent to the extension of time for payment of any interest upon any Trust Notes or of any principal payable in respect of any Trust Notes and that it will not directly or indirectly be or become a party to or approve any such arrangement by purchasing or funding any interest on the Trust Notes or any principal thereof or in any other manner and that the Issuer will deliver to the Trustee all Trust Notes when paid as evidence of such payment.

5.3To Provide Annual Certificate of Compliance

The Issuer covenants that, on or before March 31, 2016 and on or before March 31 in each subsequent year and at any other time if requested by the Trustee, it will furnish to the Trustee an Officer’s Certificate stating that the Issuer has complied with all covenants, conditions and other requirements contained in this Indenture, non-compliance with which would, with the giving of notice, lapse of time or otherwise, constitute an Event of Default hereunder or, if such is not the case, specifying the covenant, condition or other requirement which has not respectively been complied with and giving particulars of such non-compliance and the action, if any, the Issuer proposes to take with respect thereto.

5.4To Pay Trustee’s Remuneration

5.4.1The Issuer covenants that it will pay to the Trustee reasonable remuneration for its services as Trustee hereunder and will pay all costs, charges and expenses properly incurred by the Trustee in connection with the trusts hereof (including reasonable legal fees and disbursements), on demand by the Trustee.

5.4.2Any amount due under this section 5.4 and unpaid 30 days after demand for such payment shall bear interest at the rate normally charged by the Trustee. After default, all amounts so payable and the interest thereon shall be payable out of any funds coming into possession of the Trustee in priority to any payment of the principal of and interest on the Trust Notes.

5.5Trustee may Perform Covenants

If the Issuer shall fail to perform any of its covenants contained herein, the Trustee may in its discretion, but (subject to section 6.2) need not, notify the Holders of such failure or may itself perform any of such covenants capable of being performed by it and, if any such covenant requires the payment of money, it may make such payment with its own funds, or with money borrowed by it for such purpose, but shall be under no obligation to do so; and all sums so paid shall be payable by the Issuer in accordance with the provisions of section 5.4. No such performance by the Trustee of any covenant contained herein or payment by the Issuer of any sums advanced or borrowed by the Trustee pursuant to the foregoing provisions shall be deemed to relieve the Issuer from any default hereunder.

ARTICLE 6

DEFAULT AND ENFORCEMENT

6.1Events of Default

6.1.1Each of the following events is an “Event of Default”:

6.1.1.1if an order is made or an effective resolution is passed for the winding-up or liquidation of the Issuer, except in the course of carrying out or pursuant to a transaction

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in respect of which the conditions of Article 8 are duly observed and performed, or in the event of any other dissolution of the Issuer, by operation of law; or

6.1.1.2if the Issuer makes a general assignment for the benefit of its creditors, or otherwise acknowledges its insolvency, becomes insolvent or is declared bankrupt or consents to the institution of bankruptcy or insolvency proceedings against it under any bankruptcy, insolvency or analogous laws or if a custodian, sequestrator, liquidator, receiver, receiver and manager or any other officer with similar powers is appointed of the Issuer or of the property of the Issuer or any part thereof which is, in the opinion of the Trustee, a substantial part thereof.

6.2Notice of Events of Default

6.2.1If an Event of Default occurs and is continuing the Trustee shall, within 30 days after it becomes aware of the occurrence of such Event of Default, give notice thereof to the Holders, provided that, notwithstanding the foregoing, the Trustee shall not be required to give such notice if the Trustee in good faith shall have decided that the withholding of such notice is in the best interests of such Holders and shall have so advised the Issuer in writing.

6.2.2Where notice of the occurrence of an Event of Default has been given pursuant to section 6.2.1 and the Event of Default is thereafter cured or waived, notice that the Event of Default is no longer continuing shall be given by the Trustee to the Holders within 30 days after the Trustee becomes aware that the Event of Default has been cured or waived.

6.3Acceleration on Default

If any Event of Default has occurred and is continuing, the Trustee may in its discretion and shall upon receipt of a Holders’ Request, subject to section 6.4, by notice in writing to the Issuer, declare the principal of, and interest on, the Trust Notes of any Series then outstanding and any other moneys payable hereunder to be due and payable and the same shall forthwith become immediately due and payable to the Trustee, notwithstanding anything contained therein or herein to the contrary, and the Issuer shall pay forthwith to the Trustee for the benefit of the Holders of such Series the principal of, and accrued and unpaid interest (including interest on amounts in default) on, such Trust Notes and all other moneys payable hereunder, together with subsequent interest thereon at the rate borne by such Trust Notes from the date of such declaration until payment is received by the Trustee. Such payment when made shall be deemed to have been made in discharge of the Issuer’s obligations hereunder and any moneys so received by the Trustee shall be applied as provided in section 6.7.

6.4Waiver of Default

If an Event of Default shall have occurred:

6.4.1other than with respect to a covenant or provision which cannot be modified, amended or waived without the consent of each of the Holders of Trust Notes affected, the Holders of not less than a majority of the aggregate principal amount of the Trust Notes shall have the power (in addition to the powers exercisable by Extraordinary Resolution as hereinafter provided) by instrument signed by such Holders to instruct the Trustee to waive any default or Event of Default hereunder or compliance with any provision hereunder or under the Trust Notes and/or to cancel any declaration made by the Trustee pursuant to section 6.3 and the Trustee shall thereupon waive the default or Event of Default or compliance and/or cancel such declaration upon such terms and conditions as such Holders shall prescribe; and

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6.4.2the Trustee, so long as it has not become bound to institute any proceedings hereunder, shall have the power to waive any Event of Default hereunder if, in the Trustee’s opinion, relying on the opinion of Counsel, the same shall have been cured or adequate satisfaction made therefor, and in such event to cancel any such declaration theretofore made by the Trustee in the exercise of its discretion, upon such terms and conditions as the Trustee may consider advisable; provided that no delay or omission of the Trustee or of the Holders to exercise any right or power accruing upon any Event of Default shall impair any such right or power or shall be construed to be a waiver of any such Event of Default or acquiescence therein and provided further that no act or omission either of the Trustee or of the Holders shall extend to or be taken in any manner whatsoever to affect any subsequent Event of Default hereunder or the rights resulting therefrom.

6.5Enforcement by the Trustee

If an Event of Default shall have occurred, but subject to section 6.4 and to the provisions of any Extraordinary Resolution that may be passed by the Holders as hereinafter provided:

6.5.1the Trustee may in its discretion proceed to enforce the rights of the Trustee and of such Holders by any action, suit, remedy or proceeding authorized or permitted by this Indenture or by law or equity; and may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and of the Holders filed in any bankruptcy, insolvency, winding-up or other judicial proceedings relating to the Issuer;

6.5.2no such remedy for the enforcement of the rights of the Trustee or such Holders shall be exclusive of or dependent on any other such remedy, but any one or more of such remedies may from time to time be exercised independently or in combination;

6.5.3all rights of action hereunder may be enforced by the Trustee without the possession of any of the Trust Notes or the production thereof on the trial or other proceedings relating thereto; and

6.5.4upon the receipt of a Holders’ Request and upon being funded and indemnified to its satisfaction as provided in section 11.4.2, the Trustee shall exercise or take one or more of such remedies as the Holders’ Request may direct or, if the Holders’ Request contains no direction, as the Trustee may consider expedient, provided that if any such Holders’ Request directs the Trustee to take proceedings out of court, the Trustee may in its discretion take judicial proceedings in lieu thereof.

6.6Holders May Not Sue

No Holder of Trust Notes shall have the right to institute any action, suit or proceeding or to exercise any other remedy authorized or permitted by this Indenture or by law or by equity for the purpose of enforcing payment of interest owing on such Trust Notes, together with any other amounts payable with respect thereto, or for the execution of any trust or power hereunder, unless:

6.6.1such Holder shall previously have given to the Trustee written notice of the occurrence of an Event of Default;

6.6.2the Holders, by Extraordinary Resolution, shall have made a request to the Trustee to take action hereunder or the Holders’ Request referred to in section 6.5.4 shall have been delivered to the Trustee, and the Trustee shall have been offered a reasonable opportunity either

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itself to proceed to exercise the powers hereinbefore granted or to institute an action, suit or proceeding in its name for such purpose;

6.6.3the Holders or any of them shall have furnished to the Trustee, when requested by the Trustee, sufficient funds and an indemnity in accordance with section 11.4.2; and

6.6.4the Trustee shall have failed to act within a reasonable time thereafter.

In such event but not otherwise, any Holder, acting on behalf of such Holder and all other Holders, shall be entitled to take proceedings in any court of competent jurisdiction, including proceedings to seek enforcement of their rights against the Issuer in an Event of Default, such as the Trustee might have taken under section 6.5, but in no event shall any Holder or combination of Holders have any right to take any other remedy or proceedings out of court; it being understood and intended that no one or more Holders of Trust Notes shall have any right in any manner whatsoever to enforce any right hereunder or under any Trust Notes except subject to the conditions and in the manner herein provided, and that all powers and trusts hereunder shall be exercised and all proceedings at law shall be instituted, had and maintained by the Trustee, except only as herein provided, and in any event for the equal benefit of all Holders of outstanding Trust Notes.

6.7Application of Moneys

Except as otherwise provided herein, any moneys arising from any enforcement hereof, whether by the Trustee or any Holder of Trust Notes, shall be held by the Trustee and applied by it, together with any moneys then or thereafter in the hands of the Trustee available for the purpose, as follows:

6.7.1first, in payment or reimbursement to the Trustee of the remuneration, expenses, disbursements and advances of the Trustee earned, incurred or made in the administration or execution of the trusts hereunder or otherwise in relation to this Indenture with interest thereon as herein provided;

6.7.2second, in or towards payment of the principal of all of the Trust Notes then outstanding, and thereafter in or towards payment of the accrued and unpaid interest and interest on overdue interest on such Trust Notes (or if the Holders by (i) Ordinary Resolution, by signed instrument only, provided that notice of any Ordinary Resolution passed by signed instrument shall be given by the Trustee to the Holders of Trust Notes within 30 days of the date on which such resolution was passed or (ii) Extraordinary Resolution, shall have directed payments to be made in accordance with any other order of priority, or without priority as between principal and interest, then such moneys shall be applied in accordance with such direction); and

6.7.3third, the surplus (if any) of such moneys shall be paid to the Issuer or as it may direct; provided, however, that no payments shall be made in respect of the principal or interest of any Trust Notes held, directly or indirectly, by or for the benefit of the Issuer or any Affiliate (other than any Trust Notes pledged for value and in good faith to a Person other than the Issuer or an Affiliate, but only to the extent of such Person’s interest therein), except subject to the prior payment in full of the principal, interest, redemption price, if any, or any other amount payable on indebtedness evidenced by the Trust Notes or interest on overdue amounts thereof which are not so held.

6.8Distribution of Moneys

Payments to Holders of Trust Notes pursuant to section 6.7.2 shall be made as follows:

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6.8.1at least 21 days’ notice of every such payment shall be given in the manner provided in Article 10 specifying the date and time when and the place or places where such payments are to be made and the amount of the payment and the application thereof as between principal and interest;

6.8.2payment in respect of any Trust Notes shall be made upon presentation thereof at any one of the places specified in such notice and any such Trust Notes thereby paid in full shall be surrendered, otherwise a notation of such payment shall be endorsed thereon; but the Trustee may in its discretion dispense with presentation and surrender or endorsement in any special case upon receipt by it of such indemnity as it shall consider sufficient;

6.8.3from and after the date of payment specified in the notice, interest shall accrue only on the amount owing on the Trust Notes after giving credit for the amount of the payment specified in such notice unless the Trust Notes in respect of which such amount is owing is duly presented on or after the date so specified and payment of such amount is not made; and

6.8.4the Trustee shall not be required to make any partial or interim payment to Holders unless the moneys in its hands, after reserving therefrom such amount as the Trustee may think necessary to provide for the payments mentioned in section 6.7.1, exceed 5% of the aggregate principal amount of the outstanding Trust Notes, but it may retain the moneys so received by it and deal with the same as provided in section 11.9 until the money or investments representing the same, with the income derived therefrom, together with any other moneys for the time being under its control, shall be sufficient for such purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth.

6.9Persons Dealing with Trustee

No Person dealing with the Trustee or any of its agents shall be concerned to enquire whether an Event of Default has occurred, or whether the powers which the Trustee is purporting to exercise have become exercisable, or whether any moneys remain due under this Indenture or on the Trust Notes, or to see to the application of any moneys paid to the Trustee; and in the absence of fraud on the part of such Person, such dealing shall be deemed to be within the powers hereby conferred and to be valid and effective accordingly.

6.10Trustee Appointed Attorney

The Issuer irrevocably appoints the Trustee to be the attorney of the Issuer in the name and on behalf of the Issuer to execute any instruments and do any things which the Issuer ought to execute and do, and has not executed or done, under the covenants and provisions contained in this Indenture and generally to use the name of the Issuer in the exercise of all or any of the powers hereby conferred on the Trustee with full powers of substitution and revocation.

6.11Remedies Cumulative

No remedy herein conferred upon or reserved to the Trustee or the Holders of Trust Notes is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing by law or by statute.

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6.12Immunity of Shareholders, Unitholders, Directors, Trustee, Administrative Agent and Others

Subject to Section 13.5, the Holders and the Trustee waive and release any right, cause of action or remedy now or hereafter existing in any jurisdiction against any past, present or future incorporator, shareholder, unitholder, director, trustee, administrative agent or officer of the Issuer or of any Successor Entity for the payment of the principal of or interest on any of the Trust Notes or on any covenant, agreement, representation or warranty by the Issuer contained herein or in the Trust Notes.

6.13Judgment Against the Issuer

In the case of any judicial or other proceedings to obtain judgment for the principal of or interest on the Trust Notes, judgment may be rendered against the Issuer in favour of the Holders or in favour of the Trustee, as trustee for the Holders, for any amount which may remain due in respect of the Trust Notes.

6.14Unconditional Right of Holders to Principal, Premium or Make-Whole Amount, if any, Interest and Additional Amounts

Notwithstanding any other provision in this Indenture, the Holder of any Trust Notes shall have the right which is absolute and unconditional to payment of the principal of (and premium, if any) and interest on such Trust Notes on the respective due dates expressed in such Trust Notes as provided therein and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of the Holder.

ARTICLE 7

SATISFACTION AND DISCHARGE

7.1Cancellation and Destruction

All matured Trust Notes shall forthwith after payment thereof be delivered to the Trustee and cancelled by it. All Trust Notes which are cancelled or required to be cancelled under this or any other provision of this Indenture shall be destroyed by the Trustee and, if required by the Issuer, the Trustee shall furnish to it a destruction certificate setting out the designating numbers and denominations of the Trust Notes so destroyed.

7.2Non-Presentation of Trust Notes

If the Holder of any Trust Notes shall fail to present the same for payment on the date on which the principal thereof and the interest thereon or represented thereby becomes payable either at maturity or otherwise or shall not accept payment on account thereof and give such receipt therefor (if any) as the Trustee may require:

7.2.1the Issuer shall be entitled to pay to the Trustee and direct it to set aside; or

7.2.2in respect of moneys in the hands of the Trustee which may or should be applied to the payment of the Trust Notes, the Issuer shall be entitled to direct the Trustee to set aside;

the principal moneys, and the interest, as the case may be, in trust to be paid to the Holder of such Trust Notes upon due presentation and surrender thereof in accordance with the provisions of this Indenture; and thereupon the principal moneys, and/or the interest payable on or represented by each Trust Notes in respect whereof such moneys have been set aside shall be deemed to have been paid and thereafter such Trust Notes shall not be considered as outstanding hereunder and the Holders thereof shall thereafter have

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no right in respect thereof except that of receiving payment of the moneys so set aside by the Trustee (without interest thereon) upon due presentation and surrender thereof, subject always to the provisions of section 7.3.  Any money so set aside may, and, if remaining unclaimed for 60 days, shall be set aside by the Trustee in trust for such Holders in a bank account.

7.3Repayment of Unclaimed Moneys

Any moneys set aside under section 7.2 and not claimed by and paid to Holders of Trust Notes within six years after the date of such setting aside shall, subject to applicable law, be repaid to the Issuer by the Trustee on demand and thereupon the Trustee shall be released from all further liability with respect to such moneys and thereafter the Holders in respect of which such moneys were so repaid to the Issuer shall have no rights in respect thereof except to obtain payment of such moneys without interest thereon from the Issuer.

7.4Discharge

Upon proof being given to the reasonable satisfaction of the Trustee that all the Trust Notes and interest (including interest on amounts in default) thereon have been paid or satisfied or that, all the outstanding Trust Notes having matured, such payment has been duly provided for by payment to the Trustee or otherwise, and upon payment of all costs, charges and expenses properly incurred by the Trustee in relation to this Indenture and all interest thereon and the remuneration of the Trustee, or upon provision satisfactory to the Trustee being made therefor, the Trustee shall, at the Written Request of the Issuer and at the expense of the Issuer, execute and deliver to the Issuer such deeds or other instruments as shall be necessary to evidence the satisfaction and discharge of this Indenture and to release the Issuer from its covenants contained herein except those relating to the indemnification of the Trustee.

ARTICLE 8

CONSOLIDATION, AMALGAMATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

8.1Issuer May Consolidate, Etc., Only on Certain Terms

The Issuer shall not merge, amalgamate, consolidate or otherwise combine with any other Person or convey, transfer or lease all or substantially all of its assets to any Person, unless:

8.1.1in case the Issuer shall consolidate or amalgamate with or merge into another Person or convey, transfer or lease all or substantially all of its assets to any Person, the Person formed by, or resulting from, such consolidation or amalgamation or into which the Issuer, as the case may be, is merged or the Person that acquires by conveyance or transfer, or which leases, all or substantially all of the assets of the Issuer (the “Successor Entity”) shall be a corporation, partnership or trust, organized and validly existing and shall expressly assume and be legally responsible for the Trust Notes and to perform all obligations of the Issuer under this Indenture, by supplemental indenture satisfactory to the Trustee executed and delivered to the Trustee by such Person;

8.1.2immediately after such consolidation, amalgamation, merger, conveyance, transfer or lease the Successor Entity must not be in default in the performance of the covenants and conditions of this Indenture to be performed by the Issuer; and

8.1.3the Issuer has delivered to the Trustee an Officers’ Certificate and an opinion of Counsel, each stating that such consolidation, amalgamation, merger, conveyance, transfer or

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lease and any applicable supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

8.2Successor Substituted

Upon any consolidation or amalgamation of the Issuer with, or merger of the Issuer into, any other Person or any conveyance, transfer or lease of all or substantially all of the assets of the Issuer in accordance with section 8.1, the Successor Entity shall succeed to, and be substituted for, and may exercise every right and power of the Issuer under this Indenture with the same effect as if such Successor Entity had been named as the Issuer herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Trust Notes.

ARTICLE 9

MEETINGS OF HOLDERS

9.1Right to Convene Meetings

The Trustee may at any time and from time to time and shall, on receipt of a Written Request of the Issuer or a Holders’ Request and upon being indemnified to its reasonable satisfaction by the Issuer or by the Holders signing such Holders’ Request against the costs which may be incurred in connection with the calling and holding of such meeting, convene a meeting of the Holders or the Holders of nay Series, depending on who made the request. If the Trustee fails within 30 days after receipt of such Written Request or Holders’ Request and such indemnity to give notice convening a meeting, the Issuer or the Holders, as the case may be, may convene such meeting. Every such meeting shall be held in the city of Calgary, Alberta or at such other place as may be approved or determined by the Trustee.

9.2Serial Meetings

If the business to be transacted at any meeting by resolution, extraordinary or otherwise, especially affects the rights of the Holders of any Series or part of a Series of Trust Notes in a manner or to an extent substantially differing from that in or to which the rights of the Holders of any other Series or part thereof are affected, then reference to such fact indicating each Series or part of a Series so especially affected shall be made in the notice of the meeting and the meeting shall be and be deemed to be and is herein referred to as a serial meeting.

9.3Notice of Meetings

At least 21 days’ notice of any meeting of the Holders of Trust Notes will be given to Holders and a copy thereof shall be sent to the Trustee unless the meeting has been called by the Trustee and to the Issuer unless the meeting has been called by the Issuer. Such notice shall state the time when and the place where the meeting is to be held and shall state briefly the general nature of the business to be transacted thereat, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed at the meeting or any of the provisions of this section 9.3.

9.4Chairman

An individual, who need not be a Holder, nominated in writing by the Trustee shall be chairman of the meeting and if no individual is so nominated or the individual so nominated is unable or unwilling to act or if the individual so nominated is not present within 15 minutes from the time fixed for the

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holding of the meeting, the Holders present in person or by proxy shall choose an individual present to be chairman.

9.5Quorum

At any meeting of the Holders of Trust Notes other than a meeting convened for the purpose of considering a resolution proposed to be passed as an Extraordinary Resolution as to which the provisions of section 9.13 shall be applicable, a quorum shall consist of one or more Holders present in person or by proxy and representing at least 25% in principal amount of the outstanding Trust Notes.  If, however, the meeting is a serial meeting, a quorum shall consist of one or more Holders present in person or by proxy representing at least 25% in principal amount of the outstanding Trust Notes of each Series or part thereof especially affected as aforesaid.  If a quorum shall not be present within 30 minutes from the time fixed for holding any such meeting, the meeting, if convened by the Holders or pursuant to a Holder’s Request, shall be dissolved; but in any other case, the meeting shall be adjourned to the same day in the next week (unless such day is not a Business Day, in which case it shall be adjourned to the next following Business Day) at the same time and place. At the adjourned meeting, the Holders present in person or by proxy shall form a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent 25% of the principal amount of the outstanding Trust Notes or the outstanding Trust Notes of each Series, as the case may be.

9.6Power to Adjourn

The chairman of any meeting at which a quorum is present may, with the consent of the Holders of a majority in principal amount of the outstanding Trust Notes represented thereat, adjourn any such meeting and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe.

9.7Show of Hands

Every question submitted to a meeting of Holders of Trust Notes shall be decided in the first place by a majority of the votes given on a show of hands, except that votes on Extraordinary Resolutions shall be given in the manner hereinafter provided. At such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact.

9.8Poll

On every Extraordinary Resolution, and on any other question submitted to a meeting, when demanded by the chairman or by one or more Holders and/or proxies for Holders holding at least 5% of the principal amount of the Trust Notes represented thereat, a poll shall be taken in such manner and either at once or after an adjournment as the chairman shall direct. Questions other than Extraordinary Resolutions shall, if a poll is taken, be decided by the votes of the Holders of a majority in principal amount of the Trust Notes represented at the meeting and voted on the poll.

9.9Voting

On a show of hands, every Person who is present and entitled to vote, whether as a Holder or as proxy, shall have one vote. On a poll, each Holder present in person or represented by a duly appointed proxy shall be entitled to one vote in respect of each $1,000 principal amount of Trust Notes of which he shall then be the Holder. A proxy need not be a Holder. In the case of joint registered Holders of Trust

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Notes, any one of them present in person or by proxy at the meeting may vote in the absence of the other or others; but in case more than one of them are present in person or by proxy, they shall vote together in respect of the Trust Notes of which they are joint registered Holders.  At a serial meeting no Ordinary Resolution shall be deemed to have been validly passed or adopted unless there shall have been given in favour thereof not less than a majority of the votes given respectively by the Holders of each Series of Trust Notes or part thereof especially affected as aforesaid.

9.10Regulations

The Trustee or the Issuer, with the approval of the Trustee, may from time to time make and from time to time vary such regulations as it shall from time to time think fit providing for:

9.10.1voting by proxy and the form of the instrument appointing a proxy (which shall be in writing) and the manner in which the same shall be executed and for the production of the authority of any Person signing on behalf of a Holder;

9.10.2the deposit of instruments appointing proxies at such place as the Trustee, the Issuer or the Holders convening the meeting, as the case may be, may in the notice convening the meeting direct and the time, if any, before the holding of the meeting or any adjournment thereof by which the same shall be deposited;

9.10.3the deposit of instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of instruments appointing proxies to be mailed, cabled, telegraphed, telecopied or sent by telex before the meeting to the Issuer or to the Trustee at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; and

9.10.4the calling of a meeting of Holders of Trust Notes and the conduct of business thereat.

Any regulations so made shall be binding and effective on the Holders of Trust Notes and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only Persons who shall be recognized at any meeting as the Holders of any Trust Notes, or as entitled to vote or (other than as set forth in Section 9.11 below) be present at the meeting in respect thereof, shall be Holders of Trust Notes and persons whom such Holders have duly appointed as their proxies.

9.11Issuer and Trustee May Be Represented

The Issuer and the Trustee, by their respective officers, directors, employees, administrative agent and legal advisers, may attend any meeting of the Holders, but shall have no vote as such.

9.12Powers Exercisable by Extraordinary Resolution

In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Holders of Trust Notes shall have the following powers exercisable from time to time by Extraordinary Resolution, provided that, without the consent of each Holder, affected thereby, the Trust and the Trustee may not (a) extend the stated maturity of the principal of the Trust Notes, (b) reduce the principal amount thereof or reduce the rate or extend the time of payment of interest thereon, (c) reduce any amount payable on redemption thereof, (d) change the place at which or currency in which principal and interest payments are to be made, (e) reduce the amount of any original issue discount

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security payable upon acceleration or provable in bankruptcy or impair the right to institute suit for the enforcement of any payment on any of the Trust Notes when due, or (f) reduce the aforesaid percentage in principal amount of the Trust Notes:

9.12.1power to approve any change whatsoever in any of the provisions of this Indenture or the Trust Notes and any modification, abrogation, alteration, compromise or arrangement of the rights of the Holders and/or the Trustee (subject to the consent of the Trustee) against the Issuer or against their undertaking, property and assets or any part thereof, whether such rights arise under this Indenture or the Trust Notes or otherwise;

9.12.2power to approve any scheme for the reconstruction or reorganization of the Issuer or for the consolidation, amalgamation or merger of the Issuer with any other corporation or for any transfer, sale or lease, in each case whereby all or substantially all of the undertaking, property and assets of the Issuer would become the property of another Person or, in the case of any such amalgamation, of the continuing corporation resulting therefrom, provided that no such approval shall be necessary in respect of any such transaction if the provisions of Article 8 shall have been complied with;

9.12.3power to direct or authorize the Trustee to exercise any power, right, remedy or authority given to it by this Indenture or the Trust Notes in any manner specified in such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority;

9.12.4power to waive and direct the Trustee to waive any default or Event of Default and/or cancel any declaration made by the Trustee pursuant to section 6.3 either unconditionally or upon any conditions specified in such Extraordinary Resolution;

9.12.5power to restrain any Holder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, interest or redemption price, if any, of any Trust Notes, together with any other amounts payable with respect thereto, or for the execution of any trust or power hereunder or for any other remedy hereunder;

9.12.6power to direct any Holder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same in the manner directed by such Extraordinary Resolution upon payment, if the taking of such action, suit or proceeding shall have been permitted by section 6.6, of the costs, charges and expenses reasonably and properly incurred by such Holder in connection therewith;

9.12.7power to appoint a committee to consult with the Trustee (and to remove any committee so appointed) and to delegate to such committee (subject to such limitations, if any, as may be prescribed in such Extraordinary Resolution) all or any of the powers which the Holders may exercise by Extraordinary Resolution under this section 9.12; the Extraordinary Resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee; such committee shall consist of such number of individuals (who need not be Holders) as shall be prescribed in the Extraordinary Resolution appointing it; subject to the Extraordinary Resolution appointing it, every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number, the manner in which it may act and its procedure generally and such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by resolution signed in one or more counterparts by a majority of the members thereof or the number of members thereof necessary to constitute a quorum, whichever is the

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greater; all acts of any such committee within the authority delegated to it shall be binding upon all Holders of such Trust Notes;

9.12.8power to agree to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any securities of the Issuer;

9.12.9power to authorize the distribution in specie of any shares, bonds, debentures or other securities or obligations and/or cash or other consideration received or the use or disposition of the whole or any part of such shares, bonds, debentures or other securities or obligations and/or cash or other consideration in such manner and for such purpose as may be considered advisable and specified in such Extraordinary Resolution;

9.12.10power to approve the exchange of the Trust Notes for or the conversion thereof into bonds, debentures or other securities or obligations of the Issuer or of any Person formed or to be formed;

9.12.11power to remove the Trustee from office and to appoint a new Trustee or Trustees; and

9.12.12power to amend, alter or repeal any Extraordinary Resolution previously passed or approved by the Holders or by any committee appointed pursuant to section 9.12.7.

9.13Meaning of “Extraordinary Resolution”

9.13.1The expression “Extraordinary Resolution” when used in this Indenture means, subject as hereinafter provided in this section 9.13, either (i) the written consent of Holders of not less than a majority of the aggregate principal amount of the Trust Notes, or the applicable Series of Trust Notes, or (ii) a resolution proposed to be passed as an Extraordinary Resolution at a meeting of Holders of Trust Notes duly convened for the purpose and held in accordance with the provisions of this section 9.13 at which the Holders of not less than a majority of the aggregate principal amount of the Trust Notes, or of each applicable Series of Trust Notes if a serial meeting, then outstanding are present in person or by proxy and passed by the favourable votes of the Holders of not less than 662/3% of the principal amount of Trust Notes represented at the meeting and voted on a poll upon such resolution.  At a serial meeting such resolution must receive the affirmative vote upon a poll of not less than 662/3% of the votes given by the Holders of each Series of Trust Notes or part thereof especially affected thereby.

9.13.2If at any such meeting the Holders of not less than a majority of the principal amount of the Trust Notes, or Trust Notes of each Series, as the case may be, then outstanding are not present in person or by proxy within 30 minutes after the time appointed for the meeting, then the meeting, if convened by the Holders or pursuant to a Holder’s Request, shall be dissolved; but in any other case, it shall be adjourned to such date, being not less than 21 nor more than 60 days later, and to such place and time as may be appointed by the chairman. Not less than 10 days’ notice shall be given of the time and place of such adjourned meeting in the manner provided in Article 10. Such notice shall state that at the adjourned meeting the Holders present in person or by proxy shall form a quorum, but it shall not be necessary to set forth the purposes for which the meeting was originally called or any other particulars. At the adjourned meeting, the Holders present in person or by proxy shall form a quorum and may transact the business for which the meeting was originally convened and a resolution proposed at such adjourned meeting and passed in accordance with section 9.13.1 shall be an Extraordinary Resolution within the meaning of this

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Indenture, notwithstanding that the Holders of not less than a majority of the aggregate principal amount of the Trust Notes then outstanding are not present in person or by proxy at such adjourned meeting.

9.13.3Votes on an Extraordinary Resolution shall always be given on a poll and no demand for a poll on an Extraordinary Resolution shall be necessary.

9.14Powers Cumulative

It is hereby declared and agreed that any one or more of the powers and/or any combination of the powers in this Indenture stated to be exercisable by the Holders by Extraordinary Resolution or otherwise may be exercised from time to time and the exercise of any one or more of such powers or any combination of powers from time to time shall not be deemed to exhaust the right of the Holders to exercise the same or any other such power or powers or combination of powers thereafter from time to time.

9.15Minutes

Minutes of all resolutions and proceedings at every meeting of Holders shall be made and duly entered in books to be provided for that purpose by the Trustee at the expense of the Issuer, and any such minutes, if signed by the chairman of the meeting at which such resolutions were passed or proceedings had, or by the chairman of the next succeeding meeting of the Holders, shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting, in respect of the proceedings of which minutes shall have been made, shall be deemed to have been duly held and convened, and all resolutions passed or proceedings had thereat, to have been duly passed and had.

9.16Signed Instruments

Any action which may be taken and any power which may be exercised by the Holders at a meeting held as hereinbefore in this Article provided may also be taken and exercised by the Holders of not less than a majority of the principal amount of the outstanding Trust Notes, or the applicable Series of Trust Notes, by signed instrument and the expression “Extraordinary Resolution” when used in this Indenture shall include an instrument so signed. Notice of any Extraordinary Resolution passed in accordance with this section 9.16 shall be given by the Trustee to the Holders of Trust Notes within 30 days of the date on which such Extraordinary Resolution was passed.

9.17Binding Effect of Resolutions

Every Ordinary Resolution and every Extraordinary Resolution passed in accordance with the provisions of this Article 9 at a meeting of Holders of Trust Notes shall be binding upon all the Holders of Trust Notes to which such resolution relates, whether present at or absent from such meeting, and every instrument signed by Holders of Trust Notes in accordance with section 9.16 shall be binding upon all the Holders of Trust Notes to which such resolution relates, whether signatories thereto or not, and each and every Holder and the Trustee (subject to the provisions for its indemnity herein contained) shall be bound to give effect to every such Ordinary Resolution, Extraordinary Resolution and instrument.

9.18Evidence of Rights of Holders

Any request, direction, notice, consent or other instrument which this Indenture may require or permit to be signed or executed by the Holders may be in any number of concurrent instruments of similar tenor and may be signed or executed by such Holders in person or by attorney duly appointed in writing.

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Proof of the execution of any such request, direction, notice, consent or other instrument or of a writing appointing any such attorney shall be sufficient for any purpose of this Indenture if made in the following manner, namely, the fact and date of the execution by any Person of such request, direction, notice, consent or other instrument or writing may be proved by the certificate of any notary public, or other officer authorized to take acknowledgements of deeds to be recorded at the place where such certificate is made, that the Person signing such request, direction, notice, consent or other instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness of such execution or in any other manner which the Trustee may consider adequate.

The Trustee may, nevertheless, in its discretion require further proof in cases where it considers further proof necessary or desirable or may accept such other proof as it shall consider proper.

ARTICLE 10

NOTICES

10.1Notice to the Issuer

Any notice to the Issuer under the provisions of this Indenture shall be valid and effective if delivered personally to, by facsimile to or, subject to section 10.5, if given by first class mail, postage prepaid, addressed to, the Issuer c/o TransCanada PipeLines Limited, as Administrative Agent, at 450 - 1st Street SW, Calgary, Alberta T2P 5H1, Attention: Corporate Secretary, facsimile: (403) 920-2467, and shall be deemed to have been given on the date of delivery, the Business Day immediately following the date such notice has been sent by facsimile or on the third Business Day after such letter has been mailed, as the case may be. The Issuer may from time to time notify the Trustee of a change in address which thereafter, until changed by further notice, shall be the address of the Issuer for all purposes of this Indenture.

10.2Notice to Holders

Except as otherwise expressly provided herein, all notices to be given hereunder with respect to the Trust Notes shall be valid and effective if such notice is delivered personally or, subject to section 10.5, is sent by first class mail, postage prepaid, addressed to the Holders of the Trust Notes at their post office addresses appearing in any of the registers hereinbefore mentioned or, if the Holder is a Clearing Agency, in accordance with Section 10.4. For greater certainty, in the event that a Clearing Agency is the Holder, notice to Holders shall be valid and effective if such notice is delivered only to the Clearing Agency. Any notice so delivered or sent by mail shall be deemed to have been given on the day upon which it is delivered or mailed, as the case may be. Any accidental error, omission or failure in giving or in delivering or mailing any such notice or the non-receipt of any such notice by any Holder shall not invalidate or otherwise prejudicially affect any action or proceeding founded thereon.

10.3Notice to the Trustee

Any notice to the Trustee under the provisions of this Indenture shall be valid and effective if delivered personally to, by facsimile to or, subject to section 10.5, if given by first class mail, postage prepaid, addressed to, CST Trust Company, at 600 The Dome Tower, 333-7th Avenue S.W.Calgary, AB T2P 2Z1, Attention: Director, Corporate Trust Services (Facsimile: (403)776-3916) and shall be deemed to have been given on the date of delivery, the Business Day immediately following the date such notice has been sent by facsimile or on the third Business Day after such letter has been mailed, as the case may be. The Trustee may from time to time notify the Issuer of a change in address which thereafter, until changed by further notice, shall be the address of the Trustee for all purposes of this Indenture.

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10.4Notice to a Clearing Agency

Any notice to a Clearing Agency under the provisions of this Indenture shall be valid and effective if delivered personally to, by facsimile to or, subject to section 10.5, if given by registered mail, postage prepaid, addressed to the Clearing Agency at its address as listed on the register maintained by the Trustee or as otherwise provided to the Issuer and shall be deemed to have been given on the date of delivery, the Business Day immediately following the date such notice has been sent by facsimile or on the third Business Day after such letter has been mailed, as the case may be. A Clearing Agency may from time to time notify the Issuer of a change in address which thereafter, until changed by further notice, shall be the address of the Clearing Agency for all purposes of this Indenture.

10.5Mail Service Interruption

If the Trustee determines that mail service is or is threatened to be interrupted at the time when the Trustee is required or elects to give any notice to the Holders hereunder, the Trustee shall, notwithstanding the provisions hereof, give such notice by means of publication in The Globe and Mail, national edition, or any other English language daily newspaper or newspapers of general circulation in Canada and, if Trust Notes were initially distributed in the United States, in the Wall Street Journal or another financial newspaper of general circulation in New York, New York, once in each of two successive weeks, and notice so published shall be deemed to have been given on the latest date on which the first publication has taken place.

If, by reason of any actual or threatened interruption of mail service due to strike, lock-out or otherwise, any notice to be given to the Trustee or to the Issuer would be unlikely to reach its destination in a timely manner, such notice shall be valid and effective only if delivered personally in accordance with sections 10.1 or 10.3, as the case may be.

ARTICLE 11

CONCERNING THE TRUSTEE

11.1Trust Indenture Legislation

11.1.1In this Article 11, the term “Indenture Legislation” means the provisions, if any, of the Canada Business Corporations Act (Canada) and any other statute of Canada or a province thereof, the U.S. Trust Indenture Act of 1939, as amended, and of the regulations under any such statutes, relating to trust indentures providing for the issue or guarantee of debt obligations by corporations and to the rights, duties and obligations of trustees under such trust indentures and of corporations issuing or guaranteeing debt obligations under trust indentures, to the extent that such provisions are at the time in force and applicable to this Indenture or the Issuer.

11.1.2If and to the extent that any provision of this Indenture limits, qualifies or conflicts with a mandatory requirement of Indenture Legislation, such mandatory requirement shall prevail.

11.1.3At all times in relation to this Indenture and any action to be taken hereunder, the Issuer and the Trustee each shall observe and comply with Indenture Legislation and the Issuer, the Trustee and each Holder shall be entitled to the benefits of Indenture Legislation.

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11.2No Conflict of Interest

The Trustee is trustee in respect of the Trust Notes. The Trustee represents to the Issuer that, at the date of the execution and delivery of this Indenture, there exists no material conflict of interest in the role of the Trustee as a fiduciary hereunder. If at any time a material conflict of interest exists in the Trustee’s role as a fiduciary hereunder, the Trustee shall, within 90 days after ascertaining that such a material conflict of interest exists, either eliminate the same or else resign from the trusts hereunder by giving notice in writing to the Issuer at least 21 days prior to such resignation and shall thereupon be discharged from all further duties and liabilities hereunder. If the Trustee has a material conflict of interest, the validity and enforceability of this Indenture, any supplemental indenture and any Trust Notes will not be affected in any manner by reason only of the existence of such material conflict of interest.

11.3Qualifications of Trustee

No Person will be eligible to be appointed as Trustee hereunder, or to continue to act as Trustee at any time, other than a company incorporated under the laws of Canada or of a province or territory of Canada that, at such time, is resident in Canada for purposes of the Income Tax Act (Canada) and is authorized and qualified to carry on the business of a trust company under the laws of Ontario and every other jurisdiction where such authorization or qualification is necessary to enable it to act as a trustee hereunder.

11.4Rights and Duties of Trustee

11.4.1In the exercise of the rights and duties prescribed or conferred by the terms of this Indenture, the Trustee shall exercise that degree of care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances.

11.4.2The obligation of the Trustee to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Trustee or the Holders hereunder shall be conditional upon the Holders furnishing, when required by notice in writing by the Trustee, sufficient funds and indemnity to commence or continue such act, action or proceeding and indemnity reasonably satisfactory to the Trustee to protect and hold harmless the Trustee against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers.

11.4.3The Trustee may, before commencing or at any time during the continuance of any such act, action or proceeding, require the Holders at whose instance it is acting to deposit with the Trustee the Trust Notes held by them, for which Trust Notes the Trustee shall issue receipts.

11.4.4Every provision of this Indenture that by its terms relieves the Trustee of liability or entitles it to rely upon any evidence submitted to it is subject to the provisions of Indenture Legislation, this section 11.4 and section 11.5.

11.5Evidence, Experts and Advisers

11.5.1In addition to the reports, certificates, opinions, statutory declarations and other evidence required by this Indenture, the Issuer shall furnish to the Trustee such additional evidence of compliance with any provisions hereof, and in such form, as may be prescribed by Indenture Legislation or as the Trustee may reasonably require by written notice to the Issuer.

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11.5.2In the exercise of its rights, duties and obligations, the Trustee may act and rely on the truth of the statements and the accuracy of the opinions expressed therein and upon statutory declarations, opinions, reports, certificates or other evidence referred to in section 11.5.1, provided that the Trustee examines the same and determines that such evidence complies with the applicable requirements of this Indenture and of Indenture Legislation. The Trustee shall be entitled to act and rely on the genuineness and authenticity of any such writing submitted to it. It shall not be necessary for the Trustee to ascertain whether or not the persons who have executed, signed or otherwise issued the documents have authority to do so or that they are the same persons named therein.

11.5.3The Trustee may employ or retain such Counsel, auditors, accountants, appraisers or other experts or advisers, whose qualifications give authority to any opinion or report made by them, as it may reasonably require for the purpose of determining or discharging its duties hereunder, may pay their reasonable fees and disbursements without taxation of costs of any counsel and shall not be responsible for any misconduct on the part of any of them. Any remuneration so paid by the Trustee shall be repaid in accordance with section 5.4.

11.5.4The Trustee may act and rely and shall be protected in acting and relying in good faith on the opinion or advice or information obtained from any counsel, auditors, accountants, appraisers or other expert or advisers, whether retained or employed by the Trustee in accordance with section 11.5.3 or by the Issuer, in relation to any manner arising in the performance of its duties under the Trust Indenture.

11.5.5Proof of execution of any document or instrument in writing, including a Holders’ Request, may be satisfied by a certificate of a notary public or other officer with similar powers certifying that the person signing such instrument acknowledged to him the execution thereof or by an affidavit of a witness to such execution or any other manner the Trustee considers adequate.

11.6Trustee May Deal in Trust Notes

The Trustee may buy, sell, lend upon and deal in the Trust Notes or other securities of the Issuer, either with the Issuer or otherwise, and generally contract and enter into financial transactions with the Issuer or otherwise, without being liable to account for any profits made thereby.

11.7Trustee Not Required to Give Security

The Trustee shall not be required to give any bond or security in respect of the execution of the trusts and powers of this Indenture or otherwise in respect of this Indenture.

11.8Protection of Trustee

By way of supplement to the provisions of any law for the time being relating to trustees, it is expressly declared and agreed as follows:

11.8.1the Trustee shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Trust Notes (except the representation contained in section 11.2 and in the certificate of the Trustee on the Trust Notes) or required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Issuer;

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11.8.2nothing herein contained shall impose any obligation on the Trustee to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto;

11.8.3the Trustee shall not be:

11.8.3.1bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall have been required to do so under the terms hereof; or

11.8.3.2required to take notice of any default hereunder, unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Trustee and in the absence of any such notice, the Trustee may conclusively assume that no default has occurred in the observance and performance of any of the representations, warranties, covenants, agreements or conditions contained in this Indenture, and any such notice shall in no way limit any discretion herein given to the Trustee to determine whether or not the Trustee shall take action with respect to any default;

11.8.4the Trustee shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Issuer of any of the covenants herein contained or of any acts of the agents of the Issuer;

11.8.5the Trustee shall not be liable for any action taken or omitted by it, or any action suffered by it except through its own negligence or willful misconduct;

11.8.6the Issuer shall indemnify and save harmless the Trustee and its officers, directors, employees, representatives and agents from and against any and all liability, losses, costs, claims, actions or demands whatsoever brought against the Trustee which it may suffer or incur as a result of or arising out of the performance of its duties and obligations under this Indenture, including any and all legal fees and disbursements of whatever kind or nature, save only in the event of the negligent action, the negligent failure to act or the willful misconduct of the Trustee or any of its officers, directors, employees, representatives or agents; and it is understood and agreed that this indemnity will survive the termination or discharge of this Indenture and the resignation or removal of the Trustee;

11.8.7the Trustee will not be responsible for any error made or act done by it resulting from reliance upon the signature of any Person on behalf of any Person on whose signature the Trustee may be called upon or entitled to act or refrain from acting under this Indenture nor shall the Trustee be responsible for relying on the accuracy of the information contained in any such document provided it honestly and in good faith believes such information to be correct.

11.8.8the Trustee shall not be required to give security for the execution of the trusts or its conduct or administration under this Indenture;

11.8.9the Trustee will not be required to disburse monies according to this Indenture except to the extent that monies have been deposited with it;

11.8.10none of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified as aforesaid and provided with

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sufficient funds or to give any bond or security in respect of the trust and powers of this Indenture;

11.8.11the Trustee shall retain the right not to act and shall not be held liable for refusing to act unless it receives clear and reasonable documentation which complies with the terms of this Indenture.  Such documentation must not require the exercise of any discretion or independent judgment, except as otherwise provided herein;

11.8.12each of the Issuer and Administrative Agent shall provide to the Trustee an incumbency certificate setting out the names and sample signatures of persons authorized to give instructions to the Trustee hereunder.  The Trustee shall be entitled to rely on such certificate until a revised certificate is provided to it hereunder.  The Trustee shall be entitled to refuse to act upon any instructions given by a party which are signed by any person other than a person described in the incumbency certificate provided to it pursuant to this section; and

11.8.13the Trustee shall be entitled to rely, and act upon, on any direction, order, instruction, notice or other communication provided to it hereunder which is sent to it by facsimile or electronic transmission.

11.9Investment of Trust Moneys

11.9.1Unless otherwise provided in this Indenture, any moneys held by the Trustee, which under the trusts of this Indenture may or ought to be invested or which may be on deposit with the Trustee or which may be in the hands of the Trustee, may be invested and reinvested in the name or under the control of the Trustee, upon the written direction of the Issuer, in Authorized Investments.

11.9.2Upon receipt of a direction from the Issuer, the Trustee shall invest any moneys held by it in Authorized Investments in its name in accordance with such direction. Any direction from the Issuer to the Trustee shall be in writing and shall be provided to the Trustee no later than 9:00 a.m. (Mountain time) on the day on which the investment is to be made. Any such direction received by the Trustee after 9:00 a.m. (Mountain time) or received on a non-Business Day shall be deemed to have been given prior to 9:00 a.m. (Mountain time) on the next Business Day.

11.9.3In the event that the Trustee does not receive a direction or only a partial direction, the Trustee may hold cash balances constituting part or all of the funds and may, but need not, invest same in its deposit department, the deposit department of one of its Affiliates, or the deposit department of a Canadian chartered bank; but the Trustee and its Affiliates, or a Canadian chartered bank shall not be liable to account for any profit to any parties to this Indenture or to any person or entity other than at a rate, if any, established from time to time by the Trustee or its Affiliates or a Canadian chartered bank.

11.9.4The Trustee shall not be liable for any loss or losses realized on such investments, negligence, willful acts or defaults only excepted.

11.10Action by Trustee to Protect Rights

The Trustee shall have the power to institute and maintain all and any such actions, suits or proceedings as it may consider necessary or expedient to preserve, protect or enforce its rights and the rights of the Holders of the Trust Notes.

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11.11Replacement of Trustee

The Trustee may resign its trust and thereupon be discharged from all further duties and liabilities hereunder by giving to the Issuer 90 days’ notice in writing or such shorter notice as the Issuer may accept as sufficient. The Holders by Extraordinary Resolution shall have power at any time to remove the Trustee and to appoint a new trustee hereunder. In the event of the Trustee resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation, ceasing to be a resident of Canada for purposes of the Income Tax Act (Canada) or otherwise becoming incapable of acting hereunder, the Issuer shall forthwith appoint a new trustee hereunder unless a new trustee has already been appointed by the Holders; failing such appointment by the Issuer, the retiring trustee hereunder at the expense of the Issuer or any Holder may apply to a Judge of the Superior Court of Justice of Ontario, on such notice as such Judge may direct, for the appointment of a new trustee hereunder; but any trustee so appointed by the Issuer or by the Court shall be subject to removal as aforesaid by the Holders. Any new trustee hereunder appointed under any provision of this section 11.11 shall be a company that meets the requirements of section 11.2 and shall certify that it will not have any material conflict of interest upon becoming trustee hereunder and that it is a resident of Canada for the purposes of the Income Tax Act (Canada).

11.11.1On any new appointment, the new Trustee shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Trustee without further assurance, conveyance, act or deed; but there will be immediately executed, at the expense of the Issuer, all such conveyances or other instruments as may, in the opinion of Counsel, be necessary or advisable for the purpose of assuring such powers, rights, duties and responsibilities of the new Trustee, provided that any resignation or removal of the Trustee and appointment of a successor Trustee shall have been evidenced by the execution of an appropriate instrument and, at the request of the Issuer, the predecessor Trustee, upon payment of its outstanding remuneration and expenses, shall execute and deliver to the successor Trustee an appropriate instrument transferring to such successor Trustee all rights and powers of the Trustee hereunder.

11.11.2On any new appointment, the Issuer shall promptly give notice thereof to the Holders.

11.11.3Any corporation into which the Trustee may be merged or with which it may be consolidated or amalgamated, or any corporation resulting from any merger, consolidation or amalgamation to which the Trustee shall be a party or any corporation to which the Trustee has transferred substantially all of its corporate trust business, shall be the successor Trustee under this Indenture without the necessity of the execution of any instrument or any further act.

11.12Acceptance of Trusts

The Trustee accepts the trusts in this Indenture declared and provided for and agrees to perform the same upon the terms and conditions herein set forth and in trust for the various Persons who shall from time to time be Holders, subject to the terms and conditions herein set forth.

11.13Compliance with Privacy Legislation

The parties acknowledge that federal provincial and/or state legislation in Canada and the United States that address the protection of individuals’ personal information (collectively, “Privacy Laws”) applies to obligations and activities under this Indenture. Despite any other provision of this Indenture, no party shall take or direct any action that would contravene, or cause any other party to contravene,

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applicable Privacy Laws. The Issuer shall, prior to transferring or causing to be transferred personal information to the Trustee, obtain and retain required consents of the relevant individuals to the collection, use and disclosure of their personal information, or shall have determined that such consents either have previously been given upon which the parties can rely or are not required under the Privacy Laws. The Trustee shall use commercially reasonable efforts to ensure that its services hereunder comply with Privacy Laws. Specifically, the Trustee agrees: (a) to have a designated chief privacy officer; (b) to maintain policies and procedures to protect personal information and to receive and respond to any privacy complaint or inquiry; (c) to use personal information solely for the purposes of providing its services under or ancillary to this Indenture and not to use it for any other purpose except with the consent of or direction from the Issuer or the individual involved; (d) not to sell or otherwise improperly disclose personal information to any third party; and (e) to employ administrative, physical and technological safeguards to reasonably secure and protect personal information against loss, theft, or unauthorized access, use or modification.

11.14Compliance with Anti-Money Laundering Legislation

The Trustee shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Trustee, in its sole judgment, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline. The Issuer hereby agrees that if any account to be opened, or interest to be held, by the Trustee in connection with this Indenture, for or to the credit of the Issuer, is intended to be used by or on behalf of a third party, the Issuer will complete and execute forthwith a declaration in the Trustee’s prescribed form as to the particulars of such third party.

ARTICLE 12

SUPPLEMENTAL INDENTURES

12.1Supplemental Indentures

From time to time the Trustee and, when authorized by the Administrative Agent on behalf of the Issuer, the Issuer may and, when required by this Indenture, they shall, execute, acknowledge and deliver by their proper officers deeds or indentures supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes:

12.1.1adding to the provisions hereof such additional covenants of the Issuer, enforcement provisions and other provisions for the protection of the Holders of Trust Notes and/or providing for events of default in addition to those herein specified;

12.1.2making such provisions not inconsistent with this Indenture as may be necessary or desirable with respect to matters or questions arising hereunder, including the making of any modifications in the form of the Trust Notes which do not affect the substance thereof and which, in the opinion of the Trustee (relying on the opinion of Counsel), it may be expedient to make, provided that the Trustee shall be of the opinion (relying on the opinion of Counsel) that such provisions and modifications will not be materially prejudicial to the rights of the Holders;

12.1.3evidencing the succession, or successive successions, of any other Person to the Issuer and the covenants of and obligations assumed by any such successor in accordance with the provisions of this Indenture;

12.1.4giving effect to any Extraordinary Resolution passed as provided in Article 9;

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12.1.5making any additions to, deletions from or alterations of the provisions of this Indenture (including any of the terms and conditions of the Trust Notes) which, in the opinion of the Trustee (relying on the opinion of Counsel), are not materially prejudicial to the rights of the Holders and which are necessary or advisable in order to incorporate, reflect or comply with Indenture Legislation;

12.1.6adding to or altering the provisions hereof in respect of the transfer of any Trust Notes, including provision for the exchange of Trust Notes of different denominations, in a manner which, in the opinion of the Trustee (relying on the opinion of Counsel), is not materially prejudicial to the rights of the Holders;

12.1.7correcting or rectifying any ambiguities, defective provisions, errors or omissions herein, provided that, in the opinion of the Trustee (relying on the opinion of Counsel), neither the rights of the Trustee nor the Holders are materially prejudiced thereby;

12.1.8providing for the issue of Trust Notes of any one or more Series; and

12.1.9any other purpose not inconsistent with the terms of this Indenture provided that, in the opinion of the Trustee (relying on the opinion of Counsel), the rights of the Trustee and of the Holders are in no way materially prejudiced thereby;

provided that the Trustee may in its discretion decline to enter into any supplemental indenture which in the opinion of the Trustee would materially prejudice the Trustee when the supplemental indenture shall become effective.

ARTICLE 13

MISCELLANEOUS

13.1Counterparts

This Indenture may be executed in several counterparts including by facsimile or in electronic form, each of which when so executed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution shall be deemed to bear the same date as of the date hereof.

13.2Language of Indenture

The parties hereto have requested that this document, including the Schedules, be drafted in the English language.

Les parties ont demandé que le présent document, y compris les annexes, soit rédigé en langue anglaise.

13.3Benefit of Indenture

Except as provided in Article 4, nothing in this Indenture or in the Trust Notes, express or implied, will give to any Person, other than the parties to this Indenture, any Paying Agent, any registrar of Trust Notes and their successors under this Indenture and the Holders of Trust Notes, any benefit or any legal or equitable right, remedy or claim under this Indenture.

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13.4Assignment

This Indenture may not be assigned by any party without the prior written consent of the other parties.

13.5Limitation of Liability of Valiant Trust Company

This Indenture will be deemed and construed for all purposes as if made by Valiant Trust Company, in and only in its capacity as trustee of the Issuer. Subject to the exceptions set out in the Declaration of Trust, (i) any liability, debt or obligation of Valiant Trust Company, under this Indenture is non-recourse to Valiant Trust Company in its personal capacity and limited solely to the trust assets, (ii) no other property or assets of Valiant Trust Company, whether owned by it in its personal capacity or otherwise, will be subject to levy, execution or other enforcement procedure with regard to any obligation under this Indenture and (iii) no recourse may be had or taken, directly or indirectly, against Valiant Trust Company in its personal capacity or against any incorporator, shareholder, director, officer, representative, employee, agent or advisor of Valiant Trust Company or any predecessor or successor of Valiant Trust Company.

[REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]

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IN WITNESS WHEREOF the parties hereto have executed this Indenture under the hands of their proper officers duly authorized in that behalf.

TRANSCANADA TRUST, by its Administrative Agent, TRANSCANADA PIPELINES LIMITED
By:	(signed) “Joel E. Hunter”
Name:	Joel E. Hunter
Title:	Vice-President, Finance
By:	(signed) “Christine R. Johnston”
Name:	Christine R. Johnston
Title:	Vice-President, Law and Corporate Secretary
CST TRUST COMPANY
By:	(signed) “Nelia Andrade”
Name:	Nelia Andrade
Title:	Authorized Signatory
By:	(signed) “Jeannine Rigon”
Name:	Jeannine Rigon
Title:	Authorized Signatory

[Signature Page to Trust Indenture]

SCHEDULE 4.10

(FORM OF CONFIRMATION)

CONFIRMATION

TO: · [Insert name of holder of Issuer Senior Indebtedness or its representative or the trustee under any indenture under which any instruments evidencing the Issuer Senior Indebtedness may have been issued]

IN CONSIDERATION of the sum of $1.00 and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, CST Trust Company as trustee (the “Trustee”) under a trust indenture (the “Indenture”) made as of May 20, 2015 between TransCanada Trust and the Trustee, on behalf of itself and the Holders (as defined in the Indenture), as such Indenture may be amended, supplemented or restated from time to time, confirms that it and each of those Holders are legally obligated to you to comply with the provisions of Article 4 of the Indenture.

CST TRUST COMPANY

By:

Name:

Title:

By:

Name:

Title:

EX-7.2

Exhibit 7.2

EXECUTION VERSION

TRANSCANADA TRUST

as Issuer

TRANSCANADA PIPELINES LIMITED

as Credit Supporter

and

CST TRUST COMPANY

as Trustee

FIRST SUPPLEMENTAL INDENTURE

PROVIDING FOR THE ISSUE OF

UP TO $1,000,000,000 PRINCIPAL AMOUNT OF

TRUST NOTES - SERIES 2015-A DUE MAY 20, 2075

Dated as of May 20, 2015

Table of Contents

		Page
ARTICLE 1 INTERPRETATION		2
1.1	Definitions	2
1.2	Interpretation Not Affected By Headings, etc.	6
1.3	Incorporation of Certain Definitions	6
1.4	Definition of “this Indenture”	6
1.5	Appointment of Exchange Trustee under the Share Exchange Agreement	6
1.6	Appointment of the Indenture Trustee	6
1.7	Additional Provisions Relating to the Trust Notes — Series 2015-A	6
ARTICLE 2 THE TRUST NOTES — SERIES 2015-A		7
2.1	Limitation on Issue and Designation	7
2.2	Terms of Trust Notes — Series 2015-A	8
2.3	Form of Trust Notes - Series 2015-A	9
2.4	Registrar and Transfer Agent, Paying Agent and Calculation Agent	9
2.5	Rights of Set-Off	9
2.6	Additional Amounts	9
ARTICLE 3 REDEMPTION AND PURCHASE FOR CANCELLATION OF THE TRUST NOTES — SERIES 2015-A		10
3.1	Redemption of Trust Notes - Series 2015-A at the Option of the Issuer	10
3.2	Partial Redemption of Trust Notes - Series 2015-A	11
3.3	Early Redemption upon a Tax Event	11
3.4	Early Redemption upon Rating Event	11
3.5	Notice of Redemption	11
3.6	Purchase of the Trust Notes - Series 2015-A for Cancellation	12
3.7	Cancellation of the Trust Notes - Series 2015-A	12
ARTICLE 4 AUTOMATIC EXCHANGE		12
4.1	Automatic Exchange	12
4.2	Redemption by Issuer following Automatic Exchange	13
4.3	Right not to Deliver the TCPL Exchange Preferred Shares	14
ARTICLE 5 DEFERRAL RIGHT		14
5.1	Application of Interest	14
5.2	Acknowledgement of Holders	15
5.3	No Limit	15
5.4	Right not to Deliver the TCPL Deferral Preferred Shares	15
ARTICLE 6 GUARANTEE		15
6.1	Guarantee of Trust Notes — Series 2015-A	15
6.2	Consolidation, amalgamation, merger, conveyance, transfer or lease	17

Table of Contents (continued)

		Page
6.3	Successor Substituted	18
6.4	Notice to the Credit Supporter	18
ARTICLE 7 SUBORDINATION OF GUARANTEE		19
7.1	Guarantee Subordinated to Guarantor Senior Indebtedness	19
7.2	Disputes with Holders of Certain Guarantor Senior Indebtedness	20
7.3	Subrogation	20
7.4	Obligation of Credit Supporter Unconditional	21
7.5	Payments on Guarantee Permitted	21
7.6	Effectuation of Subordination by Trustee	21
7.7	Knowledge of Trustee	21
7.8	Trustee May Hold Guarantor Senior Indebtedness	22
7.9	Rights of Holders of Guarantor Senior Indebtedness Not Impaired	22
7.10	Article Applicable to Paying Agents	22
ARTICLE 8 INDENTURE SUPPLEMENTAL TO ORIGINAL INDENTURE		22
8.1	Indenture Supplemental to Original Indenture	22
ARTICLE 9 ACCEPTANCE OF TRUSTS BY TRUSTEE		23
9.1	Acceptance of Trusts by Trustee	23
ARTICLE 10 MISCELLANEOUS		23
10.1	Counterparts	23
10.2	Language of Indenture	23

SCHEDULE
SCHEDULE 2.3	—	Form of Fully Registered Trust Notes - Series 2015-A

THIS FIRST SUPPLEMENTAL INDENTURE dated as of May 20, 2015,

BETWEEN:

TRANSCANADA TRUST, a trust established under the laws of the Province of Ontario, by its trustee, VALIANT TRUST COMPANY

(hereinafter called the “Issuer” or the “Trust”)

OF THE FIRST PART

TRANSCANADA PIPELINES LIMITED, a corporation existing under the federal laws of Canada and having an office in the City of Calgary in the Province of Alberta

(hereinafter called “TCPL” or the “Credit Supporter”)

OF THE SECOND PART

- and -

CST TRUST COMPANY, a trust company existing under the federal laws of Canada and having an office in the City of Calgary in the Province of Alberta

(hereinafter called the “Trustee”)

OF THE THIRD PART

WHEREAS by a trust indenture (the “Original Indenture”) dated as of May 20, 2015 between the Issuer and the Trustee, provision was made for the issue of subordinated notes of the Issuer without limitation as to the aggregate principal amount but issuable only subject to the provisions of the Original Indenture;

WHEREAS the Issuer is desirous of issuing subordinated notes under the provisions of the Original Indenture, and this supplemental indenture, as a Series of Trust Notes to be designated as Trust Notes - Series 2015-A Due May 20, 2075;

WHEREAS the Issuer, the Credit Supporter and the Trustee have agreed to supplement the Original Indenture as herein provided;

WHEREAS all necessary action has been taken by the Issuer to make the Trust Notes - Series 2015-A, when certified by the Trustee and issued as provided in this supplemental indenture, valid, binding and legal obligations of the Issuer with the benefits and subject to the terms of the Original Indenture and to make this supplemental indenture a valid and binding agreement of the Issuer, in accordance with its terms; and

WHEREAS the foregoing recitals are made as representations and statements of fact by the Issuer and not by the Trustee.

NOW THEREFORE THIS INDENTURE WITNESSETH and it is hereby covenanted, agreed and declared as follows:

ARTICLE 1

INTERPRETATION

1.1Definitions

In this supplemental indenture, unless there is something in the subject matter or context inconsistent therewith:

“1970 Indenture” means the Trust Indenture made as of the 15th day of June, 1970 between TCPL and Crown Trust Company, as amended or supplemented from time to time;

“Additional Amounts” has the meaning ascribed to such term in Section 2.6.1;

“Assignment and Set-Off Agreement” means the agreement between TCPL, the Trustee, as bare trustee and nominee for and on behalf of Holders of Trust Notes - Series 2015-A, TCC and the Issuer dated May 20, 2015 pursuant to which, among other things, TCPL granted the Deferral Event Subscription;

“Automatic Exchange” has the meaning ascribed to such term in the Share Exchange Agreement;

“Automatic Exchange Event” has the meaning ascribed to such term in the Share Exchange Agreement;

“Automatic Exchange Event Notice” has the meaning ascribed to such term in the Share Exchange Agreement;

“Canadian Taxes” has the meaning ascribed to such term in Section 2.6.1;

“Closing Date” means May 20, 2015;

“Credit Supporter” means TCPL, in its capacity as guarantor of the Trust Notes — Series 2015-A hereunder, and includes any successor entity to or of TCPL which shall have complied with the provisions of Section 6.2;

“Deferral Date” has the meaning ascribed to such term in the Assignment and Set-Off Agreement;

“Deferral Event” has the meaning ascribed to such term in the Assignment and Set-Off Agreement;

“Deferral Event Subscription” has the meaning ascribed to such term in the Assignment and Set-Off Agreement;

“Deferral Event Subscription Proceeds” has the meaning ascribed to such term in the Assignment and Set-Off Agreement;

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“Deferral Event Subscription Proceeds Assignment” has the meaning ascribed to such term in the Assignment and Set-Off Agreement;

“Exchange Trustee” has the meaning ascribed to such term in the Share Exchange Agreement;

“Excluded Holder” has the meaning ascribed to such term in Section 2.6.1;

“Guarantee” means the guarantee of the Trust Notes - Series 2015-A provided by the Credit Supporter, in accordance with the terms and conditions of this supplemental indenture;

“Guarantor Senior Indebtedness” means obligations (other than non-recourse obligations, the obligations under the Guarantee or any other obligations specifically designated as being subordinate in right of payment to Guarantor Senior Indebtedness) of, or guaranteed or assumed by, the Credit Supporter for borrowed money or evidenced by bonds, debentures or notes or obligations of TCPL for or in respect of bankers’ acceptances (including the face amount thereof), letters of credit and letters of guarantee (including all reimbursement obligations in respect of each of the forgoing) or other similar instruments, and amendments, renewals, extensions, modifications and refundings of any such indebtedness or obligation;

“Holders” means the registered holders, from time to time, of the Trust Notes - Series 2015-A or, where the context requires, all of such holders;

“Indebtedness” means any bonds, debentures or other obligations with respect to borrowed money;

“Ineligible Person” means any Person whose address is in, or whom the Trust, TCPL or TCPL’s transfer agent has reason to believe is a resident of, any jurisdiction outside of Canada and the United States to the extent that: (i) the issuance or delivery by TCPL or the Trust to such Person, upon an Automatic Exchange or Deferral Event, of TCPL Exchange Preferred Shares or TCPL Deferral Preferred Shares, as applicable, would require TCPL or the Trust to take any action to comply with securities or analogous laws of such jurisdiction; or (ii) withholding tax would be applicable in connection with the delivery to such Person of TCPL Exchange Preferred Shares upon an Automatic Exchange.

“Interest Payment Date” means, prior to and including May 20, 2025, May 20 (other than May 20, 2015) and November 20 and, starting on August 20, 2025, February 20, May 20, August 20 and November 20, of each year during which any Trust Notes - Series 2015-A are outstanding until the Maturity Date;

“Interest Period” means, initially, the period from and including the Closing Date to but excluding November 20, 2015 and thereafter from and including each Interest Payment Date to but excluding, the next following Interest Payment Date;

“Interest Reset Date” means May 20, 2025 and every February 20, May 20, August 20 and November 20 of each year during which any Trust Notes - Series 2015-A are outstanding thereafter until the Maturity Date, on which dates the interest rate on the Trust Notes — Series 2015-A will be reset as described on the Form of Fully Registered Trust Notes - Series 2015-A attached as Schedule 2.3 hereto;

“LIBOR” means, for any Interest Period, the rate for U.S. dollar borrowings appearing on page LIBOR01 of the Reuters Service (or on any successor or substitute page of such Service, or any

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successor to or substitute for such Service providing rate quotations comparable to those currently provided on such page of such Service, as determined by the Trust from time to time for purposes of providing quotations of interest rates applicable to U.S. dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for U.S. Dollar deposits with a maturity comparable to such Interest Period.  In the event that such rate is not available at such time for any reason, then “LIBOR” for such Interest Period shall be the rate at which U.S. dollar deposits of $5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of an agent selected by the Trust in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period;

“Maturity Date” means May 20, 2075;

“Moody’s” means Moody’s Investor Service, Inc.;

“Original Indenture” has the meaning ascribed to such term in the first recital to this supplemental indenture;

“Rating Event” means that the Trust or TCPL has received confirmation from S&P or Moody’s that due to (i) any amendment to, clarification of, or change in hybrid capital methodology or a change in the interpretation thereof, in each case occurring or becoming effective after the date of issue of the Trust Notes — Series 2015-A; or (ii) the application of a different hybrid capital methodology or set of criteria by S&P or Moody’s after the date of issue of the Trust Notes — Series 2015-A (due to changes in the rating previously assigned to the Trust and/or TCPL or for any other reasons), the Trust Notes — Series 2015-A will no longer be eligible for the same or a higher amount of “equity credit” (or such other nomenclature that S&P or Moody’s may then use to describe “equity credit”) attributed to the Trust Notes — Series 2015-A on the date of issue of the Trust Notes — Series 2015-A.

“S&P” means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc.;

“Share Exchange Agreement” means the Share Exchange Agreement entered into on the Closing Date among TCPL, the Issuer and the Exchange Trustee providing for, among other things, the respective rights and obligations of TCPL, the Issuer and the Holders of the Trust Notes - Series 2015-A with respect to the automatic exchange of the Trust Notes - Series 2015-A for rights to be issued TCPL Exchange Preferred Shares in connection with an Automatic Exchange;

“Successor Entity” has the meaning attributed to such term in section 6.2.1;

“Tax Event” means the Issuer, TCC or TCPL has received an opinion of independent counsel of a nationally recognized law firm in Canada or the United States experienced in such matters (who may be counsel to the Issuer, TCC or TCPL) to the effect that, as a result of, (i) any amendment to, clarification of, or change (including any announced prospective change) in, the laws, or any regulations thereunder, or any application or interpretation thereof, of Canada or the United States or any political subdivision or taxing authority thereof or therein, affecting taxation; (ii) any judicial decision, administrative pronouncement, published or private ruling, regulatory procedure, rule, notice, announcement, assessment or reassessment (including any notice or announcement of intent to adopt or issue such decision, pronouncement, ruling, procedure, rule,

4

notice, announcement, assessment or reassessment) (collectively, an “administrative action”); or (iii) any amendment to, clarification of, or change in, the official position with respect to or the interpretation of any administrative action or any interpretation or pronouncement that provides for a position with respect to such administrative action that differs from the theretofore generally accepted position, in each of case (i), (ii) or (iii), by any legislative body, court, governmental authority or agency, regulatory body or taxing authority, irrespective of the manner in which such amendment, clarification, change, administrative action, interpretation or pronouncement is made known, which amendment, clarification, change or administrative action is effective or which interpretation, pronouncement or administrative action is announced on or after the date of issue of the Trust Notes - Series 2015-A, there is more than an insubstantial risk (assuming any proposed or announced amendment, clarification, change, interpretation, pronouncement or administrative action is effective and applicable) that (A) the Issuer, TCC or TCPL is, or may be, subject to more than a de minimus amount of additional taxes, duties or other governmental charges or civil liabilities because the treatment of any of its items of income, taxable income, expense, taxable capital or taxable paid-up capital with respect to the Trust Notes - Series 2015-A (including the treatment by the Issuer, TCC or TCPL of interest on the TCPL Sub Notes - Series 2015-A or the Trust Notes - Series 2015-A) or the treatment of the TCPL Sub Notes - Series 2015-A or other property of the Issuer, as or as would be reflected in any tax return or form filed, to be filed, or otherwise could have been filed, will not be respected by a taxing authority, (B) the Issuer is, or will be, subject to more than a de minimus amount of taxes, duties or other governmental charges or civil liabilities, or (C) any payment of interest, consideration or otherwise in respect of the TCPL Sub Notes - Series 2015-A or the Trust Notes - Series 2015-A gives rise to more than a de minimus amount of withholding tax for the Issuer, TCC or TCPL and/or that results in the requirement to pay more than a de minimus amount of Additional Amounts under Section 2.6.

“TCC” means TransCanada Corporation and includes its successors and assigns;

“TCPL” means TransCanada PipeLines Limited and includes its successors and assigns;

“TCPL Deferral Preferred Shares” means each series of the first preferred shares of TCPL to be issued to the Holders of Trust Notes - Series 2015-A in respect of a Deferral Event;

“TCPL Exchange Preferred Shares” means the first preferred shares of TCPL to be issued to Holders of Trust Notes - Series 2015-A in respect of an Automatic Exchange;

“TCPL Sub Note — Series 2015-A” means the junior subordinated notes Series 2015-A issued by TCPL to the Trust (in an initial principal amount, on the date hereof, of $750,000,000);

“this supplemental indenture”, “hereto”, “hereby”, “hereunder”, “hereof”, “herein” and similar expressions refer to this supplemental indenture and not to any particular article, section, subdivision or other portion hereof, and include any and every supplemental indenture;

“Time of Automatic Exchange” has the meaning ascribed to such term in the Share Exchange Agreement; and

“Trust Notes - Series 2015-A” means the up to $1,000,000,000 principal amount of Trust Notes - Series 2015-A due May 20, 2075 issued by the Issuer hereunder.

Words importing the singular include the plural and vice versa and words importing the masculine gender include the feminine gender and vice versa.

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1.2Interpretation Not Affected By Headings, etc.

The division of this supplemental indenture into Articles and Sections, the provision of a table of contents and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this supplemental indenture.

1.3Incorporation of Certain Definitions

All terms contained in this supplemental indenture which are defined in the Original Indenture, as supplemented and amended to the date hereof, shall, for all purposes hereof, have the meanings given to such terms in the Original Indenture, as so supplemented and amended, unless otherwise defined herein or unless the context otherwise specifies or requires.

1.4Definition of “this Indenture”

The term “this Indenture”, whenever used herein, means the Original Indenture as supplemented and amended by this supplemental indenture.

1.5Appointment of Exchange Trustee under the Share Exchange Agreement

Each Holder of Trust Notes — Series 2015-A, by such Holder’s acceptance thereof, hereby appoints CST Trust Company, and any successor thereto or permitted assignee thereof, to act for and on its behalf under and for the purposes contemplated in the Share Exchange Agreement as the “Exchange Trustee” thereunder and to agree to and perform its obligations as a “Holder” under the Share Exchange Agreement in accordance with the terms thereof, and hereby irrevocably and unconditionally authorizes and directs such “Exchange Trustee” to take such actions as may be necessary or appropriate to give effect to the terms of the Share Exchange Agreement (including the Automatic Exchange) and hereby appoints the “Exchange Trustee” as such Holder’s attorney-in-fact for any and all related and incidental purposes.

1.6Appointment of the Indenture Trustee

Each Holder of Trust Notes — Series 2015-A, by such Holder’s acceptance thereof, hereby appoints the Trustee, and any successor thereto or permitted assignee thereof, to act for and on its behalf under and for the purposes contemplated in the Assignment and Set-Off Agreement and to agree to and perform its obligations as a “Holder” under the Assignment and Set-Off Agreement in accordance with the terms thereof, and hereby irrevocably and unconditionally authorizes and directs the Trustee to take such actions as may be necessary or appropriate to give effect to the terms of the Assignment and Set-Off Agreement (including the Deferral Event Subscription and the Deferral Event Subscription Proceeds Assignment contemplated thereunder) and hereby appoints the Trustee as such Holder’s attorney-in-fact for any and all related and incidental purposes.

1.7Additional Provisions Relating to the Trust Notes — Series 2015-A.

1.7.1For the purposes of this supplemental indenture, and the Trust Notes — Series 2015-A:

“Business Day” means a day on which TCPL and the Trustee are open for business in the City of Calgary, Alberta, other than a Saturday, Sunday or any statutory or civic holiday in the City of Toronto, Ontario, the City of Calgary, Alberta or the City of New York, New York.

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1.7.2For the purposes of this supplemental indenture, and the Trust Notes — Series 2015-A, the restrictions set forth in Section 8.1 of the Original Indenture shall be supplemented by a requirement that the Issuer shall not merge, amalgamate, consolidate or otherwise combine with any other Person or convey, transfer or lease all or substantially all of its assets to any Person, unless, if the Successor Entity is organized under the laws of a jurisdiction other than the laws of Canada or any province of territory thereof or the United States, any state thereof or the District of Columbia, such Successor Entity shall assume the Issuer’s obligations under this supplemental indenture to pay Additional Amounts, with the name of such successor jurisdiction being included in addition to Canada in each place that Canada appears in Section 2.6.1.

1.7.3For the purposes of this supplemental indenture, and the Trust Notes — Series 2015-A, in addition to the events set forth in Section 6.1.1 of the Original Indenture, each of the following events is an “Event of Default”:

1.7.3.1if an order is made or an effective resolution is passed for the winding-up or liquidation of TCPL, except in the course of carrying out or pursuant to a transaction in respect of which the conditions of Article 8 of the Original Indenture are duly observed and performed, or in the event of any other dissolution of TCPL, by operation of law; or

1.7.3.2if TCPL makes a general assignment for the benefit of its creditors, or otherwise acknowledges its insolvency, becomes insolvent or is declared bankrupt or consents to the institution of bankruptcy or insolvency proceedings against it under any bankruptcy, insolvency or analogous laws or if a custodian, sequestrator, liquidator, receiver, receiver and manager or any other officer with similar powers is appointed of TCPL or of the property of TCPL or any part thereof which is, in the opinion of the Trustee, a substantial part thereof.

1.7.4For the purposes of this supplemental indenture, and the Trust Notes—Series 2015-A, with respect to any matter affecting the Trust Notes—Series 2015-A or rights of the Holders thereof, “Extraordinary Resolution” means (i) the written consent of Holders of not less than a majority of the aggregate principal amount of the Trust Notes — Series 2015-A; or (ii) an extraordinary resolution proposed at a meeting of Holders of the Trust Notes — Series 2015-A where Holders of not less than a majority of the aggregate principal amount of the Trust Notes — Series 2015-A are represented in person or by proxy (or a lesser amount of holders if such meeting has been dissolved and reconvened due to failure to achieve quorum in the manner specified in the Original Indenture) and passed by the favourable votes of Holders of the Trust Notes — Series 2015-A representing not less than 66 2/3% of the aggregate principal amount of the Trust Notes — Series 2015-A represented at the meeting.

ARTICLE 2

THE TRUST NOTES — SERIES 2015-A

2.1Limitation on Issue and Designation

The aggregate principal amount of the Trust Notes - Series 2015-A that may be issued and certified hereunder shall be limited to up to $1,000,000,000 principal amount of the Trust Notes designated as “Trust Notes - Series 2015-A due May 20, 2075”. The issuance of the Trust Notes - Series 2015-A shall be subject to compliance with the terms and conditions of the 1970 Indenture relating to the creation, assumption or incurring of Funded Obligations (as such term is defined in the 1970 Indenture).

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2.2Terms of Trust Notes — Series 2015-A

2.2.1The Trust Notes - Series 2015-A shall be dated as of the Closing Date, regardless of their actual date of issue, and shall mature on the Maturity Date.

2.2.2Subject to Section 2.2.5 below, from the Closing Date to, but excluding, May 20, 2025, the Trust Notes - Series 2015-A will bear interest at the rate of 5.625% per annum, payable in arrears in equal semi-annual payments on each Interest Payment Date with the first payment on November 20, 2015. Notwithstanding the foregoing, the initial interest payment payable on November 20, 2015, will be $28.125 per $1,000 principal amount of the Trust Notes - Series 2015-A.  From May 20, 2025 and on every Interest Reset Date thereafter until May 20, 2075, the interest rate on the Trust Notes - Series 2015-A will be reset as follows: (i) starting on May 20, 2025, until May 20, 2045 at an interest rate per annum equal to the three-month LIBOR plus 3.528%, payable in arrears on each Interest Payment Date, with the first payment at such rate being on August 20, 2025 and (ii) starting on May 20, 2045 until May 20, 2075 at an interest rate per annum equal to the three-month LIBOR plus 4.278%, payable in arrears on each Interest Payment Date, with the first payment at such rate being on August 20, 2045. Subject to Article 5, interest as aforesaid shall be payable after as well as before default, with interest on overdue interest, in like money, at the same rates and on the same dates.

2.2.3Interest for each Interest Period from the Closing Date to, but excluding, May 20, 2025, will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Interest for each Interest Period from May 20, 2025 to the Maturity Date will be calculated on the basis of the actual number of days elapsed during each such Interest Period and a 360-day year. For the purposes of disclosure under the Interest Act (Canada), and without affecting the interest payable on the Trust Notes - Series 2015-A, whenever the interest rate on the Trust Notes - Series 2015-A is to be calculated on the basis of a period of less than a calendar year, the yearly interest rate equivalent for such interest rate will be the interest rate multiplied by the actual number of days in the relevant calendar year and divided by the number of days used in calculating the specified interest rate.

2.2.4If any Interest Payment Date would otherwise fall on a day which is not a Business Day, payment shall be postponed until the next Business Day, and no further interest or other sums will accrue in respect of such postponement.

2.2.5After the Closing Date, subject to the limit in Section 2.1, the Issuer shall be entitled to issue additional Trust Notes-Series 2015-A (“Additional Trust Notes-Series 2015-A”), which shall have identical terms as the Trust Notes-Series 2015-A issued on the Closing Date, other than with respect to their issue date, issue price and, if applicable, their first interest payment date and interest accrual date.

2.2.6With respect to any Additional Trust Notes-Series 2015-A, the Issuer shall set forth in an Officer’s Certificate, a copy of which shall be delivered to the Trustee, the following information:

2.2.6.1the aggregate principal amount of such Additional Trust Notes-Series 2015-A to be authenticated and delivered pursuant to this Indenture; and

2.2.6.2the issue price, the issue date and the CUSIP number of such Additional Trust Notes-Series 2015-A; provided, however, that if Additional Trust Notes-Series 2015-A are issued with the same CUSIP number as any other Trust Notes-Series 2015-A

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previously issued under this supplemental Indenture, then such Additional Trust Notes-Series 2015-A shall be issued at a price that would not prevent such Additional Trust Notes-Series 2015-A from being treated as fungible with such previously-issued Trust Notes-Series 2015-A for U.S. federal income tax purposes; and

2.2.6.3if applicable, the first interest payment date and interest accrual date of such Additional Trust Notes-Series 2015-A.

2.3Form of Trust Notes - Series 2015-A

2.3.1Subject to Section 2.11 of the Original Indenture, the Trust Notes - Series 2015-A shall be issued only as fully registered Trust Notes - Series 2015-A in denominations of $1,000 and integral multiples thereof.

2.3.2The Trust Notes - Series 2015-A and the certificate of the Trustee endorsed thereon shall be in the English language (and may be in the French language) and shall be substantially in the form set out in Schedule 2.3 hereto, with such appropriate additions, deletions, substitutions and variations as the Trustee may approve (or as may be required to issue Additional Trust Notes-Series 2015-A pursuant to Section 2.2.5) and shall bear such distinguishing letters and numbers as the Trustee may approve, such approval of the Trustee to be conclusively evidenced by its certification of the Trust Notes - Series 2015-A. In the event that any provision of the Trust Notes - Series 2015-A in the French language, if any, shall be susceptible to an interpretation different from the equivalent provision in the English language, the interpretation of such provision in the English language shall be determinative.

2.3.3The Trust Notes - Series 2015-A may be engraved, printed or lithographed, or partly in one form and partly in another, as the Issuer may determine.

2.4Registrar and Transfer Agent, Paying Agent and Calculation Agent

The Issuer hereby appoints the Trustee as the registrar and transfer agent and paying agent of the Trust Notes - Series 2015-A and the Trustee hereby accepts such appointment. The Issuer hereby appoints the Trustee as the calculation agent to determine the amount of floating rate interest payable on the Trust Notes - Series 2015-A from and after May 20, 2025.

2.5Rights of Set-Off

Notwithstanding Section 4.8 of the Original Indenture, each party may set-off against amounts owing by it hereunder to another Person any amounts owing or accruing due by such Person to it or any of its Affiliates, without duplication, including pursuant to the Share Exchange Agreement and the Assignment and Set-Off Agreement.

2.6Additional Amounts

2.6.1All payments made by or on account of any obligation of the Issuer under or with respect to the Trust Notes — Series 2015-A, or by or on account of any obligation of the Credit Supporter under or with respect to the Guarantee, shall be made free and clear of and without withholding or deduction for, or on account of, any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) imposed or levied by or on behalf of the Government of Canada or any province or territory thereof or by any authority or agency therein or thereof having power to tax (hereinafter,

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“Canadian Taxes”), unless the Issuer or the Credit Supporter is required to withhold or deduct Canadian Taxes by law or by the interpretation or administration thereof by the relevant government authority or agency. If the Issuer or the Credit Supporter is so required to withhold or deduct any amount for or on account of Canadian Taxes from any payment made under or with respect to the Trust Notes — Series 2015-A or the Guarantee, the Issuer or the Credit Supporter shall pay as additional interest such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each Holder (including Additional Amounts) after such withholding or deduction shall not be less than the amount the Holder would have received if such Canadian Taxes had not been withheld or deducted; provided, however, that no Additional Amounts shall be payable with respect to a payment made to a Holder (an “Excluded Holder”) in respect of a beneficial owner (i) with which the Issuer or the Credit Supporter does not deal at arm’s length (for purposes of the Income Tax Act (Canada)) at the time of the making of such payment, (ii) which is subject to such Canadian Taxes by reason of such Holder’s failure to comply with any certification, identification, information, documentation or other reporting requirement if compliance is required by law, regulation, administrative practice or an applicable treaty as a precondition to exemption from, or a reduction in, the rate of deduction or withholding of, such Canadian Taxes, (iii) where all or any portion of the amount paid to such Holder is deemed to be a dividend paid to such Holder pursuant to subsection 214(16) of the Income Tax Act (Canada), or (iv) which is subject to such Canadian Taxes by reason of its carrying on business in or being connected with Canada or any province or territory thereof otherwise than by the mere holding of Trust Notes — Series 2015-A or the receipt of payments thereunder. The Issuer or the Credit Supporter shall make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required under applicable law.

2.6.2If a Holder has received a refund or credit for any Canadian Taxes with respect to which the Issuer or the Credit Supporter has paid Additional Amounts pursuant to this Section 2.6, such Holder shall pay over such refund to the Issuer or the Credit Supporter (but only to the extent of such Additional Amounts), net of all out-of-pocket expenses of such Holder, together with any interest paid by the relevant tax authority in respect of such refund.

2.6.3If Additional Amounts are required to be paid under this Section 2.6 as a result of a Tax Event, the Issuer may elect to redeem outstanding Trust Notes — Series 2015-A pursuant to Section 3.3.

ARTICLE 3

REDEMPTION AND PURCHASE FOR CANCELLATION OF THE TRUST NOTES — SERIES 2015-A

3.1Redemption of Trust Notes - Series 2015-A at the Option of the Issuer

On or afterMay 20, 2025, the Issuer may, at its option or at the direction of TCPL, redeem the Trust Notes — Series 2015-A in whole at any time or in part from time to time on any Interest Payment Date and on not less than 30 days nor more than 60 days prior notice to the Holders thereof, without the consent of the Holders, at a redemption price per $1,000 principal amount of the Trust Notes - Series 2015-A equal to par, together with accrued and unpaid interest to, but excluding, the date fixed for redemption.

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3.2Partial Redemption of Trust Notes - Series 2015-A

3.2.1If less than all the Trust Notes — Series 2015-A are to be redeemed pursuant to Section 3.1, the Issuer shall, at least 15 days prior to the date that notice of redemption is given, notify the Trustee by Written Order of the Issuer of its intention to redeem the aggregate principal amount of the Trust Notes - Series 2015-A to be redeemed. The Trust Notes - Series 2015-A to be redeemed shall be selected by the Trustee on a pro rata basis, disregarding fractions, according to the principal amount of the Trust Notes - Series 2015-A registered in the respective names of each Holder, or in such other manner as the Trustee may consider equitable, provided that such selection shall be proportionate (to the nearest minimum authorized denomination for the Trust Notes - Series 2015-A established pursuant to Section 2.3).

3.2.2If the Trust Notes - Series 2015-A in denominations in excess of the minimum authorized denomination for the Trust Notes - Series 2015-A are selected and called for redemption in part only (such part being that minimum authorized denomination or an integral multiple thereof) then, unless the context otherwise requires, references to the Trust Notes - Series 2015-A in this Article 3 shall be deemed to include any such part of the principal amount of the Trust Notes - Series 2015-A which shall have been so selected and called for redemption. The Holder of any Trust Notes - Series 2015-A called for redemption in part only, upon surrender of such Trust Notes - Series 2015-A for payment, shall be entitled to receive, without expense to such Holder, new Trust Notes - Series 2015-A for the unredeemed part of the Trust Notes - Series 2015-A so surrendered, and the Issuer shall execute and the Trustee shall certify and deliver, at the expense of the Issuer, such new Trust Notes - Series 2015-A having the same terms as are set out herein upon receipt from the Trustee or the Paying Agent of the Trust Notes - Series 2015-A so surrendered.

3.3Early Redemption upon a Tax Event

The Issuer may, at its option, redeem all (but not less than all) of the Trust Notes - Series 2015-A upon the occurrence of a Tax Event on not less than 30 days nor more than 60 days prior notice to the Holders thereof, without the consent of the Holders.  The redemption price per $1,000 principal amount of the Trust Notes - Series 2015-A shall be equal to par together with accrued and unpaid interest to, but excluding, the date fixed for redemption.

3.4Early Redemption upon Rating Event

The Issuer may, at its option, redeem all (but not less than all) of the Trust Notes - Series 2015-A at any time upon or following the occurrence of a Rating Event on not less than 30 days nor more than 60 days prior notice to the Holders thereof, without the consent of the Holders.  The redemption price per $1,000 principal amount of the Trust Notes - Series 2015-A shall be equal to par plus $20 together with accrued and unpaid interest to, but excluding, the date fixed for redemption.

3.5Notice of Redemption

Subject to Section 4.2, notice of any intention to redeem any Trust Notes - Series 2015-A shall be given by or on behalf of the Issuer to the Holders of the Trust Notes - Series 2015-A which are to be redeemed, not more than 60 days and not less than 30 days prior to the date fixed for redemption, in the manner provided in the Original Indenture. The notice of redemption shall, unless all the Trust Notes - Series 2015-A then outstanding are to be redeemed, specify the distinguishing letters and numbers of the Trust Note - Series 2015-A which are to be redeemed and, if a Trust Notes - Series 2015-A is to be redeemed in part only, shall specify that part of the principal amount thereof to be redeemed,

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and shall specify the redemption date, the redemption price and places of payment and shall state that all interest on the Trust Notes - Series 2015-A called for redemption shall cease from and after such redemption date.

3.6Purchase of the Trust Notes - Series 2015-A for Cancellation

3.6.1The Issuer may, upon the direction of TCPL, purchase all or any of the Trust Notes - Series 2015-A in the open market (which may include purchases from or through an investment dealer or a firm holding membership on or that is a participant of a recognized stock exchange) or by invitation for tenders or by private contract and, in each case, at any price, payable in cash.

3.6.2If, upon an invitation for tenders, more Trust Notes - Series 2015-A than the Issuer is willing to purchase are tendered at the same lowest price, the Trust Notes - Series 2015-A to be purchased by the Issuer shall be selected by the Trustee pro rata, or in such other manner as the Trustee may consider equitable in compliance with applicable law, from the Trust Notes - Series 2015-A tendered by each Holder who tendered at such lowest price. For this purpose, the Trustee may make, and from time to time amend, regulations with respect to the manner in which the Trust Notes - Series 2015-A may be so selected and regulations so made shall be valid and binding upon all Holders, notwithstanding the fact that, as a result thereof, one or more of such Trust Notes - Series 2015-A become subject to purchase in part only. The Holder of any Trust Notes - Series 2015-A of which a part only is purchased, upon surrender of such Trust Notes - Series 2015-A for payment, shall be entitled to receive, without expense to such Holder, one or more new Trust Notes - Series 2015-A for the unpurchased part so surrendered and the Trustee shall certify and deliver such new Trust Notes - Series 2015-A upon receipt of the Trust Notes - Series 2015-A so surrendered.

3.7Cancellation of the Trust Notes - Series 2015-A

All Trust Notes - Series 2015-A redeemed and all Trust Notes - Series 2015-A purchased under this Article 3 shall forthwith be delivered to the Trustee and shall be cancelled by it and will not be reissued or resold, and except as provided in subsection 3.6.2, no Trust Notes - Series 2015-A shall be issued in substitution therefor.

ARTICLE 4

AUTOMATIC EXCHANGE

4.1Automatic Exchange

4.1.1On the occurrence of an Automatic Exchange Event, whether before or after the occurrence of any Event of Default, each Holder of Trust Notes — Series 2015-A then outstanding shall give full effect to the Automatic Exchange pursuant to and in accordance with the Share Exchange Agreement.  To that end, in accordance with the Share Exchange Agreement, all Trust Notes — Series 2015-A held by a Holder shall be deemed to have been automatically exchanged and transferred to TCPL at a price, for each $1,000 principal amount of Trust Notes — Series 2015-A, equal to one newly issued and fully paid TCPL Exchange Preferred Share with a stated issue price of $1,000 per share, together with such number of TCPL Exchange Preferred Shares (including fractional shares, where applicable) calculated by dividing the amount of accrued and unpaid interest on each $1,000 principal amount of Trust Notes — Series 2015-A from the immediately preceding Interest Payment Date to, but excluding, the date of the Automatic

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Exchange Event, by $1,000.  As full and final payment of such price, in accordance with the Share Exchange Agreement, a Holder of Trust Notes — Series 2015-A shall receive, and be deemed to have received and accepted, as of the Time of Automatic Exchange, the right to be issued one newly issued and fully paid TCPL Exchange Preferred Share with a stated issue price of $1,000 per share, together with such number of TCPL Exchange Preferred Shares (including fractional shares, where applicable) calculated by dividing the amount of accrued and unpaid interest on each $1,000 principal amount of Trust Notes — Series 2015-A from the immediately preceding Interest Payment Date to, but excluding, the date of the Automatic Exchange Event by $1,000, per $1,000 principal amount of Trust Notes — Series 2015-A held by the Holder.  The foregoing exchange, transfer, receipt and acceptance shall be automatically effected in accordance with the Share Exchange Agreement and shall not require any conveyance, confirmation or further action being taken by the Trust, the Exchange Trustee or the Holders in order to give full effect to same.  For greater certainty, any Trust Notes — Series 2015-A purchased or redeemed by the Trust prior to the Time of Automatic Exchange shall be deemed not to be outstanding, and shall not be subject to the Automatic Exchange.

4.1.2Pursuant to the Share Exchange Agreement, as of the Time of Automatic Exchange and on a basis consistent with the terms of this Agreement, each Holder of Trust Notes — Series 2015-A shall be deemed to have exchanged and transferred to TCPL all of such Holder’s right, title and interest in and to the Trust Notes — Series 2015-A registered in its name and shall thereupon cease to be a Holder of such Trust Notes — Series 2015-A and all rights of such Holder as a debtholder of the Trust shall cease, and each Holder shall thereupon and thereafter be deemed hereunder to be entitled to receive the corresponding number of TCPL Exchange Preferred Shares (including fractional shares, where applicable) contemplated in Section 3.3 of the Share Exchange Agreement.

4.2Redemption by Issuer following Automatic Exchange

4.2.1This Section shall apply to any redemption by the Issuer of the Trust Notes - Series 2015-A following an Automatic Exchange in the circumstances described in subsection 4.2.2 and shall apply in accordance with its terms notwithstanding the subordination provisions of Article 4 of the Original Indenture and Article 6 hereof, which shall not apply in the case of such a redemption.  For greater certainty, redemption by the Issuer under this Section 4.2 may occur at any time after the Closing Date, including prior to May 20, 2025.

4.2.2Subject to subsection 4.2.3, if for any reason an Automatic Exchange does not result in the exchange of all Trust Notes - Series 2015-A then outstanding for the right to be issued TCPL Exchange Preferred Shares (including fractional shares, where applicable) in accordance with the Share Exchange Agreement, the Issuer shall, without any requirement for notice or further action on the part of any Person, forthwith redeem all such Trust Notes - Series 2015-A not so exchanged for consideration consisting of one TCPL Exchange Preferred Share per $1,000 principal amount of the Trust Notes - Series 2015-A, together with the number of TCPL Exchange Preferred Shares (including fractional shares, where applicable) calculated by dividing the amount of accrued and unpaid interest on each $1,000 principal amount of the Trust Notes - Series 2015-A from, and including, the immediately preceding Interest Payment Date to, but excluding, the date of the Automatic Exchange Event by $1,000.  For this purpose, the Issuer shall exercise the “Series 2015-A Subscription Right” pursuant to the Share Exchange Agreement to require TCPL to issue to the Issuer sufficient TCPL Exchange Preferred Shares (including fractional shares, where applicable) to complete and give effect to such redemption.  The Trust Notes - Series 2015-A redeemed pursuant to this subsection 4.2.2 shall be cancelled and shall not be reissued.

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4.2.3The Issuer need not give notice of redemption prior to the exercise of the foregoing rights of redemption if TCPL has given an Automatic Exchange Event Notice. The redemption will be deemed to have been effected and the consideration paid at the Time of Automatic Exchange.  From and after the Time of Automatic Exchange, each Holder of the Trust Notes - Series 2015-A (if any) whose Trust Notes - Series 2015-A were for any reason not exchanged for TCPL Exchange Preferred Shares by the operation of the Automatic Exchange and instead were redeemed by the Trust under this Section, shall automatically cease to be a Holder and instead shall, subject to Section 4.3, be entitled only to receive TCPL Exchange Preferred Shares (including fractional shares, where applicable) or such other consideration as is contemplated herein in respect of such Trust Notes - Series 2015-A held by such Holder.

4.3Right not to Deliver the TCPL Exchange Preferred Shares

4.3.1Pursuant to the Share Exchange Agreement, on an Automatic Exchange or a redemption of the Trust Notes - Series 2015-A following an Automatic Exchange Event, TCPL has reserved the right not to issue TCPL Exchange Preferred Shares to any Ineligible Person.  In those circumstances, TCPL shall issue to the Trustee, and the Trustee shall hold, all TCPL Exchange Preferred Shares (including fractional shares, where applicable) that would otherwise be delivered to the Ineligible Persons, and the Trustee shall deliver such shares to a broker retained by TCPL for the purpose of effecting the sale (to Persons other than TCPL, its Affiliates and other Ineligible Persons) on behalf of such Ineligible Persons of such TCPL Exchange Preferred Shares.  Those sales (if any) may be made at any time and at any price and none of the Trust, the Trustee or TCPL shall be subject to any liability for failing to sell such TCPL Exchange Preferred Shares on behalf of any such Ineligible Persons or at any particular price on any particular day.  The net proceeds received by the Trustee from the sale of any such TCPL Exchange Preferred Shares shall be divided, in accordance with the Share Exchange Agreement, among the Ineligible Persons in proportion to the number of TCPL Exchange Preferred Shares that would otherwise have been delivered to them, after deducting the costs of sale and any applicable withholding taxes.  The Trustee shall make payment of the aggregate net proceeds to DTC (if the Trust Notes — Series 2015-A are then held in the book-entry only system) in accordance with the customary practices and procedures of DTC or in all other cases to such Ineligible Persons, or such other registrar and transfer agent who may have been appointed in respect of the Trust Notes — Series 2015-A in accordance with the terms of the Original Indenture, for distribution to such Ineligible Persons, in each case, in accordance with customary practices and procedures of the Trustee or the registrar and transfer agent, as applicable.

ARTICLE 5

DEFERRAL RIGHT

5.1Application of Interest

On each Deferral Date, and notwithstanding the subordination provisions of Article 4 of the Original Indenture and Article 6 hereof which shall not apply in the case of a Deferral Event Subscription, interest payable in respect of the Trust Notes — Series 2015-A on such Interest Payment Date to Holders of Trust Notes — Series 2015-A shall be paid by the Trust as Deferral Event Subscription Proceeds to give effect to the related Deferral Event Subscription Proceeds Assignment by each Holder in order to complete each such Holder’s obligations in respect of the related Deferral Event Subscription.  Pursuant to the Assignment and Set-Off Agreement, such Deferral Event Subscription Proceeds Assignment shall constitute the full and final payment by the Holders for and in respect of the purchase price payable by each Holder in relation to its related Deferral Event Subscription and TCPL is required to issue and

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deliver to each Holder (in the manner contemplated in the Assignment and Set-Off Agreement) a number of TCPL Deferral Preferred Shares (including fractional shares, if applicable) calculated by dividing (a) the amount of the interest payment on the Trust Notes — Series 2015-A that has not been paid in cash to such Holder on the Deferral Date, by (b) the stated issue price of the applicable series of TCPL Deferral Preferred Shares.

5.2Acknowledgement of Holders

Each Deferral Event Subscription shall be effected by the Trustee, acting pursuant to the Assignment and Set-Off Agreement, on behalf of the applicable Holders and TCPL.  The provisions of the Assignment and Set-Off Agreement are hereby acknowledged and deemed accepted by Holders of Trust Notes — Series 2015-A, by and through the Indenture Trustee acting as bare trustee and nominee in accordance with and subject to the terms of the Assignment and Set-Off Agreement.

5.3No Limit

There shall be no limit on the number of Deferral Events that may occur.

5.4Right not to Deliver the TCPL Deferral Preferred Shares

Pursuant to the Assignment and Set-Off Agreement, upon a Deferral Event, TCPL has the right not to issue TCPL Deferral Preferred Shares to any Ineligible Person.  In those circumstances, TCPL will issue to the Trustee, and the Trustee shall hold, all TCPL Deferral Preferred Shares (including fractional shares, where applicable) that would otherwise be delivered to Ineligible Persons, and the Trustee shall deliver such shares to a broker retained by TCPL for the purpose of effecting the sale (to Persons other than TCPL and its Affiliates or other Ineligible Persons) on behalf of such Ineligible Persons of such TCPL Deferral Preferred Shares.  Such sales, if any, may be made at any time and at any price and none of the Trust, the Trustee or TCPL will be subject to any liability for failing to sell such TCPL Deferral Preferred Shares on behalf of any such Ineligible Persons or at any particular price on any particular day.  The net proceeds received by the Trustee from the sale of any such TCPL Deferral Preferred Shares shall be divided among the Ineligible Persons in proportion to the number of TCPL Deferral Preferred Shares that would otherwise have been delivered to them, after deducting any related costs of sale and any applicable withholding taxes.  The Trustee shall make payment of the aggregate net proceeds to DTC (if the Trust Notes - Series 2015-A are then held in the DTC book-entry only system) in accordance with the customary practices and procedures of DTC or in all other cases to such Ineligible Persons, or such other registrar and transfer agent who may have been appointed in respect of the Trust Notes — Series 2015-A in accordance with the terms of the Original Indenture, for distribution to such Ineligible Persons, in each case, in accordance with customary practices and procedures of the Trustee or the registrar and transfer agent, as applicable.

ARTICLE 6

GUARANTEE

6.1Guarantee of Trust Notes — Series 2015-A

6.1.1The Credit Supporter hereby guarantees, on a subordinated basis as provided herein, the due and punctual payment of the principal amount of and interest on (including, in case of default, interest on the amount in default) the Trust Notes - Series 2015-A when and as the same becomes due and payable, whether at their respective due dates, on redemption or otherwise, in each case in accordance with the terms of the Trust Notes - Series 2015-A, the

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Original Indenture and this supplemental indenture.  The Credit Supporter also hereby guarantees, on a subordinated basis as provided herein, the performance by the Trust of its obligations (if any) to and in favour of the Holders of the Trust Notes - Series 2015-A, pursuant to the Share Exchange Agreement (including in respect of the Automatic Exchange) and the Assignment and Set-Off Agreement (including in respect of the Deferral Event Subscription and the Deferral Event Subscription Proceeds Assignment).  The Guarantee shall be a direct, unsecured, subordinated obligation of the Credit Supporter as provided herein.  For greater certainty, (a) in the event of an Automatic Exchange, the entitlement of the Holders is solely to receive TCPL Exchange Preferred Shares as contemplated in Article 4, (b) in the event of a Deferral Event, the Holders shall be required to complete the applicable Deferral Event Subscription, and (c) in such events, the Guarantee shall be a guarantee with respect to the delivery of TCPL Exchange Preferred Shares or TCPL Deferral Preferred Shares, as applicable, and the completion, validity and enforceability of the Automatic Exchange or the Deferral Event Subscription shall not be limited or affected by this Guarantee.

6.1.2The Credit Supporter agrees that the Trustee and each of the Holders may grant extensions of time or other indulgences, take and give up securities, accept compositions, grant releases and discharges and otherwise deal with the Issuer and other parties and securities as the Trustee or such Holder may see fit and may apply all monies received from the Issuer or others or from securities upon such part of the Issuer’s liability under this supplemental indenture as the Trustee may think best without prejudice to or in any way limiting or lessening the liability of the Credit Supporter under this supplemental indenture.

6.1.3None of the Trustee or the Holders shall be bound to exhaust its recourse against the Issuer before being entitled to payment from the Credit Supporter under this supplemental indenture.

6.1.4Any loss of or in respect of the securities received by the Trustee or any of the Holders from the Issuer or any other Person, whether occasioned through the fault of the Trustee or a Holder, or otherwise, shall not discharge pro tanto or limit or lessen the liability of the Credit Supporter under this supplemental indenture.

6.1.5Any change or changes in the name of the Issuer shall not affect or in any way limit or lessen the liability of the Credit Supporter hereunder.

6.1.6All monies in fact borrowed or obtained by the Issuer upon the issue of the Trust Notes - Series 2015-A under this supplemental indenture shall be deemed to form part of the liabilities hereby guaranteed notwithstanding any limitation of status or of power of the Issuer or agents of the Issuer or that the Issuer may not be a legal entity or any irregularity, defect or informality in the borrowing or obtaining of such monies.

6.1.7Any account settled or stated by or between the Trustee on behalf of the Holders and the Issuer in relation to this supplemental indenture shall be accepted by the Credit Supporter as conclusive evidence that the balance or amount thereby appearing due by the Issuer is so due, absent manifest error or proof to the contrary.

6.1.8The Credit Supporter shall make payment to the Trustee on behalf of the Holders of the amount of the liability of the Credit Supporter, forthwith after demand therefor is made in writing, and in any event within 15 days of any failure by the Issuer to make a payment as stipulated herein, and such demand shall be conclusively deemed to have been effectually made when made in accordance with Section 6.4 below.

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6.1.9The Guarantee provided under this supplemental indenture is in addition to and without prejudice to any securities of any kind (including, guarantees and postponement agreements, whether or not in the same form as this instrument) now or hereafter held by the Trustee on behalf of the Holders.

6.1.10In the event that pursuant to any applicable statute or common law, the amount of any payment made hereunder by the Credit Supporter to the Trustee or any of the Holders (including actual or imputed interest thereon) must be repaid by the Trustee or such Holder to the Credit Supporter, whether by virtue of any fraudulent preference or conveyance legislation or otherwise howsoever, the Credit Supporter shall remain liable hereunder for the amount of such repayment notwithstanding any prior termination or release of the Guarantee by the Trustee and any such prior termination or release shall at all times be and be treated to be subject to this paragraph.

6.1.11To the extent that the Credit Supporter makes a payment to a Holder of the Trust Notes - Series 2015-A, the Credit Supporter shall be subrogated to all of the Holder’s rights and entitlements under the applicable Trust Notes - Series 2015-A, which shall remain outstanding.

6.2Consolidation, amalgamation, merger, conveyance, transfer or lease

The Credit Supporter shall not merge, amalgamate, consolidate or otherwise combine with any other Person or convey, transfer or lease all or substantially all of its assets to any Person, unless:

6.2.1in case the Credit Supporter shall consolidate or amalgamate with or merge into another Person or convey, transfer or lease all or substantially all of its assets to any Person, the Person formed by, or resulting from, such consolidation or amalgamation or into which the Credit Supporter, as the case may be, is merged or the Person that acquires by conveyance or transfer, or which leases, all or substantially all of the assets of the Credit Supporter (the “Successor Entity”) shall be the Credit Supporter or a corporation, partnership or trust, organized and validly existing and shall expressly assume and be legally responsible for the Guarantee and to perform all obligations of the Credit Supporter under this supplemental indenture, by supplemental indenture satisfactory to the Trustee executed and delivered to the Trustee by such Person;

6.2.2immediately after such consolidation, amalgamation, merger, conveyance, transfer or lease the Successor Entity must not be in default in the performance of the covenants and conditions of this supplemental indenture to be performed by the Credit Supporter;

6.2.3if the Successor Entity is organized under the laws of a jurisdiction other than the laws of Canada or any province of territory thereof or the United States, any state thereof or the District of Columbia, such Successor Entity shall assume the Credit Supporter’s obligations under this supplemental indenture to pay Additional Amounts, with the name of such successor jurisdiction being included in addition to Canada in each place that Canada appears in Section 2.6 hereof; and

6.2.4the Credit Supporter has delivered to the Trustee an officers’ certificate and an opinion of Counsel, each stating that such consolidation, amalgamation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

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6.3Successor Substituted

Upon any consolidation or amalgamation of the Credit Supporter with, or merger of the Credit Supporter into, any other Person or any conveyance, transfer or lease of all or substantially all of the assets of the Credit Supporter in accordance with section 6.2, the Successor Entity shall succeed to, and be substituted for, and may exercise every right and power of the Credit Supporter under this supplemental indenture with the same effect as if such Successor Entity had been named as the Credit Supporter herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this supplemental indenture and the Guarantee.

6.4Notice to the Credit Supporter

Any notice to the Credit Supporter under the provisions of this supplemental indenture shall be valid and effective if delivered personally to, by facsimile or, if given by first class mail, postage prepaid, addressed to, the Credit Supporter at 450 - 1st Street SW, Calgary, Alberta T2P 5H1, Attention: Corporate Secretary, facsimile: (403) 920-2467, and shall be deemed to have been given on the date of delivery, the Business Day immediately following the date such notice has been sent by facsimile or on the third Business Day after such letter has been mailed, as the case may be. The Credit Supporter may from time to time notify the Trustee of a change in address, which thereafter, until changed by a further notice, shall be the address of the Credit Supporter for all purposes of this Indenture.

6.5Reports by the Credit Supporter

The Credit Supporter covenants:

6.5.1to file with the Trustee, within 15 days after the Credit Supporter is required to file the same with the U.S. Securities and Exchange Commission (the “Commission”), copies of the annual reports and of the information, documents, and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Credit Supporter may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934; or if the Credit Supporter is not required to file information, documents, or reports pursuant to either of such Sections, then to file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents, and reports which may be required pursuant to Section 13 of the Securities Exchange Act of 1934 in respect of a debt security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations;

6.5.2to file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such additional information, documents, and reports with respect to compliance by the Credit Supporter with the conditions and covenants provided for in the Original Indenture and this supplemental indenture as may be required from time to time by such rules and regulations; and

6.5.3to transmit by mail to the Holders of the Trust Notes- Series 2015 -A, in the manner and to the extent provided in Section 313( c) of the Trust Indenture Act of 1939, such summaries of any information, documents and reports required to be filed by the Credit Supporter pursuant to subsections 6.5.1 and 6.5.2 of this Section as may be required to be transmitted to such Holders by rules and regulations prescribed from time to time by the Commission.

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Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Credit Supporter’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on certificates of officers of the Credit Supporter) and the filing of such reports, information and documents by or at the direction of the Credit Supporter on the Electronic Data Gathering, Analysis, and Retrieval system of the Commission (or any successor system) shall be deemed to constitute filing with the Trustee for the purposes of this Section 6.5.

ARTICLE 7

SUBORDINATION OF GUARANTEE

7.1Guarantee Subordinated to Guarantor Senior Indebtedness

7.1.1The Credit Supporter covenants and agrees, and each Holder of Trust Notes - Series 2015-A, by the acceptance thereof, likewise covenants and agrees, that the Guarantee by the Credit Supporter is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of Guarantor Senior Indebtedness.

7.1.2In the event (a) of any insolvency or bankruptcy proceedings or any receivership, liquidation, reorganization or other similar proceedings in respect of the Credit Supporter or a substantial part of its property, or of any proceedings for liquidation, dissolution or other winding up of the Credit Supporter, whether or not involving insolvency or bankruptcy, or (b) subject to the provisions of Section 7.2 that (i) a default shall have occurred with respect to the payment of principal of or interest on or other monetary amounts due and payable on any Guarantor Senior Indebtedness, or (ii) there shall have occurred an event of default (other than a default in the payment of principal or interest or other monetary amounts due and payable) in respect of any Guarantor Senior Indebtedness, as defined therein or in the instrument under which the same is outstanding, permitting the holder or holders thereof to accelerate the maturity thereof (with notice or lapse of time, or both), and such event of default shall have continued beyond the period of grace, if any, in respect thereof, and, in the cases of subclauses (i) and (ii) of this clause (b), such default or event of default shall not have been cured or waived or shall not have ceased to exist, or (c) that the principal of and accrued interest on the Trust Notes - Series 2015-A shall have been declared due and payable and such declaration shall not have been rescinded and annulled, then:

7.1.2.1the holders of all Guarantor Senior Indebtedness shall first be entitled to receive payment of the full amount due thereon, or provision shall be made for such payment in money or money’s worth, before the Holders of any of the Trust Notes - Series 2015-A are entitled to receive a payment from the Credit Supporter under the Guarantee;

7.1.2.2any payment by, or distribution of assets of, the Credit Supporter of any kind or character, whether in cash, property or securities, to which the Holders of any of the Trust Notes - Series 2015-A or the Trustee would be entitled except for the provisions of this Article shall be paid or delivered by the person making such payment or distribution, whether a trustee in bankruptcy, a receiver, receiver and manager or liquidating trustee or otherwise, directly to the holders of such Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Guarantor Senior

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Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of such Guarantor Senior Indebtedness held or represented by each, to the extent necessary to make payment in full of all Guarantor Senior Indebtedness remaining unpaid after giving effect to any concurrent payment or distribution (or provision therefor) to the holders of such Guarantor Senior Indebtedness, before any payment or distribution is made to the holders of the Trust Notes - Series 2015-A or to the Trustee under the Guarantee; and

7.1.2.3in the event that, notwithstanding the foregoing, any payment by, or distribution of assets of, the Credit Supporter of any kind or character, whether in cash, property or securities, in respect of the Guarantee, shall be received by the Trustee or the Holders of any of the Trust Notes - Series 2015-A before all Guarantor Senior Indebtedness is paid in full, or provision made for such payment in money or money’s worth, such payment or distribution in respect of the Guarantee shall be paid over to the holders of such Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any such Guarantor Senior Indebtedness may have been issued, ratably as aforesaid, for application to the payment of all Guarantor Senior Indebtedness remaining unpaid until all such Guarantor Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution (or provision therefor) to the holders of such Guarantor Senior Indebtedness.

7.2Disputes with Holders of Certain Guarantor Senior Indebtedness

Any failure by the Credit Supporter to make any payment on or perform any other obligation under Guarantor Senior Indebtedness, other than any indebtedness incurred by the Credit Supporter or assumed or guaranteed, directly or indirectly, by the Credit Supporter for money borrowed (or any deferral, renewal, extension or refunding thereof) or any indebtedness or obligation as to which the provisions of this Section shall have been waived by the Credit Supporter in the instrument or instruments by which the Credit Supporter incurred, assumed, guaranteed or otherwise created such indebtedness or obligation, shall not be deemed a default or event of default under Section 7.1.2(b) if (a) the Credit Supporter shall be disputing its obligation to make such payment or perform such obligation and (b) either (i) no final judgment relating to such dispute shall have been issued against the Credit Supporter which is in full force and effect and is not subject to further review, including a judgment that has become final by reason of the expiration of the time within which a party may seek further appeal or review, and (ii) in the event of a judgment that is subject to further review or appeal has been issued, the Credit Supporter shall in good faith be prosecuting an appeal or other proceeding for review and a stay of execution shall have been obtained pending such appeal or review.

7.3Subrogation

Subject to the payment in full of all Guarantor Senior Indebtedness, the Holders shall be subrogated (equally and ratably with the holders of all obligations of the Credit Supporter which by their express terms are subordinated to Guarantor Senior Indebtedness of the Credit Supporter to the same extent as the Guarantee is subordinated and which are entitled to like rights of subrogation) to the rights of the holders of Guarantor Senior Indebtedness to receive payments or distributions of cash, property or securities of the Credit Supporter applicable to the Guarantor Senior Indebtedness until all amounts owing on the Guarantee shall be paid in full, and as between the Credit Supporter, its creditors other than holders of such Guarantor Senior Indebtedness and the Holders, no such payment or distribution made to the holders of Guarantor Senior Indebtedness by virtue of this Article that otherwise would have been made to the Holders shall be deemed to be a payment by the Credit Supporter on account of such Guarantor

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Senior Indebtedness, it being understood that the provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Guarantor Senior Indebtedness, on the other hand.

7.4Obligation of Credit Supporter Unconditional

7.4.1Nothing contained in this Article or elsewhere in this supplemental indenture or in the Guarantee is intended to or shall impair, as among the Credit Supporter, its creditors other than the holders of Guarantor Senior Indebtedness and the Holders, the obligation of the Credit Supporter, which is absolute and unconditional, to pay to the Holders the amounts payable under the Guarantee as and when the same shall become due and payable in accordance with its terms, or is intended to or shall affect the relative rights of the Holders and creditors of the Credit Supporter other than the holders of Guarantor Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or any Holder from exercising all remedies otherwise permitted by applicable law under the Guarantee, subject to the rights, if any, under this Article of the holders of Guarantor Senior Indebtedness in respect of cash, property or securities of the Credit Supporter received upon the exercise of any such remedy.

7.4.2Upon payment or distribution of assets of the Credit Supporter referred to in this Article, the Trustee and the Holders shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which any such dissolution, winding up, liquidation or reorganization proceeding affecting the affairs of the Credit Supporter is pending or upon a certificate of the trustee in bankruptcy, receiver, receiver and manager, assignee for the benefit of creditors, liquidating trustee or agent or other person making any payment or distribution, delivered to the Trustee or to the Holders, for the purpose of ascertaining the persons entitled to participate in such payment or distribution, the holders of the Guarantor Senior Indebtedness and other indebtedness of the Credit Supporter, the amount thereof or payable thereon, the amount paid or distributed thereon and all other facts pertinent thereto or to this Article.

7.5Payments on Guarantee Permitted

Nothing contained in this Article or elsewhere in this supplemental indenture or in the Guarantee shall affect the obligations of the Credit Supporter to make, or prevent the Credit Supporter from making, payment of amounts owing under the Guarantee in accordance with the provisions hereof and thereof, except as otherwise provided in this Article.

7.6Effectuation of Subordination by Trustee

Each Holder of Trust Notes - Series 2015-A, by his acceptance thereof, authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article and appoints the Trustee his attorney-in-fact for any and all such purposes.

7.7Knowledge of Trustee

Notwithstanding the provisions of this Article or any other provisions of this supplemental indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment of moneys under the Guarantee to or by the Trustee, or the taking of any other action by the Trustee, unless and until the Trustee shall have received written notice thereof mailed or delivered to the Trustee from the Credit Supporter, any Holder, any paying agent or the holder or representative of any class of Guarantor Senior Indebtedness; provided that if at least three Business

21

Days prior to the date upon which by the terms hereof any such moneys may become payable for any purpose the Trustee shall not have received with respect to such moneys the notice provided for in this Section, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that may be received by it within three Business Days prior to or on or after such date.

7.8Trustee May Hold Guarantor Senior Indebtedness

The Trustee shall be entitled to all the rights set forth in this Article with respect to any Guarantor Senior Indebtedness at the time held by it, to the same extent as any other holder of Guarantor Senior Indebtedness, and nothing in this supplemental indenture shall deprive the Trustee of any of its rights as such holder.

7.9Rights of Holders of Guarantor Senior Indebtedness Not Impaired

7.9.1No right of any present or future holder of any Guarantor Senior Indebtedness to enforce the subordination herein shall at any time or in any way be prejudiced or impaired by any act or failure to act on the part of the Credit Supporter or by any noncompliance by the Credit Supporter with the terms, provisions and covenants of this supplemental indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with.

7.9.2With respect to the holders of Guarantor Senior Indebtedness, (i) the duties and obligations of the Trustee shall be determined solely by the express provisions of this supplemental indenture, (ii) the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this supplemental indenture, (iii) no implied covenants or obligations shall be read into this supplemental indenture against the Trustee and (iv) the Trustee shall not be deemed to be a fiduciary as to such holders.

7.10Article Applicable to Paying Agents

In case at any time any paying agent other than the Trustee shall have been appointed by the Issuer and be then acting hereunder, the term “Trustee” as used in this Article shall in such case (unless the context shall require not otherwise) be construed as extending to and including such paying agent within its meaning as fully for all intents and purposes as if such paying agent were named in this Article in addition to or in place of the Trustee; provided, however, that Sections 7.7 and 7.8 shall not apply to the Issuer if it acts as its own paying agent.

ARTICLE 8

INDENTURE SUPPLEMENTAL TO ORIGINAL INDENTURE

8.1Indenture Supplemental to Original Indenture

This supplemental indenture is supplemental to the Original Indenture within the meaning of the Original Indenture and the Original Indenture, all indentures supplemental thereto and this supplemental indenture shall, subject to Section 1.9 of the Original Indenture, be read together and have the effect so far as practicable as though all the provisions thereof and hereof were contained in one instrument.

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ARTICLE 9

ACCEPTANCE OF TRUSTS BY TRUSTEE

9.1Acceptance of Trusts by Trustee

The Trustee hereby accepts the trusts and duties declared and provided for in, and as otherwise contemplated by, this supplemental indenture and hereby agrees to perform the same upon the terms and conditions set forth herein and as contemplated hereby and in the Original Indenture, in each case as supplemented or amended from time to time.

ARTICLE 10

MISCELLANEOUS

10.1Counterparts

This supplemental indenture may be executed in several counterparts, including by facsimile or in electronic form, each of which when so executed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution shall be deemed to bear the same date as of the date hereof.

10.2Language of Indenture

The parties hereto have requested that this document, including the Schedules, be drafted in the English language.

IN WITNESS WHEREOF the parties hereto have executed this supplemental indenture under the hands of their proper officers duly authorized in that behalf.

TRANSCANADA TRUST, by its Administrative Agent, TRANSCANADA PIPELINES LIMITED
By:	(signed) “Joel E. Hunter”
Name:	Joel E. Hunter
Title:	Vice-President, Finance
By:	(signed) “Christine R. Johnston”
Name:	Christine R. Johnston
Title:	Vice-President, Law and Corporate Secretary
TRANSCANADA PIPELINES LIMITED
By:	(signed) “Joel E. Hunter”
Name:	Joel E. Hunter
Title:	Vice-President, Finance
By:	(signed) “Christine R. Johnston”
Name:	Christine R. Johnston
Title:	Vice-President, Law and Corporate Secretary

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CST TRUST COMPANY
By:	(signed) “Nelia Andrade”
Name:	Nelia Andrade
Title:	Authorized Signatory
By:	(signed) “Jeannine Rigon”
Name:	Jeannine Rigon
Title:	Authorized Signatory

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SCHEDULE 2.3

FORM OF REGISTERED TRUST NOTE — SERIES 2015-A

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO TRANSCANADA TRUST (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 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. EACH PURCHASER AND SUBSEQUENT TRANSFEREE OF THIS TRUST NOTE OR ANY INTEREST HEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE, HOLDING, REDEMPTION OR EXCHANGE HEREOF THAT EITHER (I) IT IS NOT, AND IS NOT ACTING ON BEHALF OF (A) A PLAN THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR AN ENTITY THAT IS DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING (EACH, A “PLAN”), OR (B) A PLAN THAT IS SUBJECT TO FEDERAL, STATE OR OTHER LAWS (“SIMILAR LAWS”) THAT ARE SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR THE PROHIBITED TRANSACTION PROVISIONS OF ERISA AND/OR SECTION 4975 OF THE CODE (“SIMILAR LAW PLANS”) OR (II) ITS PURCHASE, HOLDING, REDEMPTION OR EXCHANGE OF THIS TRUST NOTE OR ANY INTEREST HEREIN WILL NOT CONSTITUTE OR RESULT IN A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE BECAUSE SUCH PURCHASER, TRANSFEREE AND SUBSEQUENT TRANSFEREE RELIED ON AN AVAILABLE PROHIBITED TRANSACTION EXEMPTION, ALL OF THE CONDITIONS OF WHICH ARE SATISFIED, OR IS NOT IN VIOLATION OF ANY APPLICABLE SIMILAR LAW.  EACH PURCHASER AND SUBSEQUENT TRANSFEREE OF THIS TRUST NOTE OR ANY INTEREST HEREIN WILL BE DEEMED TO HAVE ACKNOWLEDGED BY ITS PURCHASE, HOLDING, REDEMPTION OR EXCHANGE HEREOF THAT NEITHER PLANS NOR SIMILAR LAW PLANS MAY ACQUIRE THIS TRUST NOTE AT ANY TIME THAT THE RATINGS ON THIS TRUST NOTE ARE BELOW INVESTMENT GRADE OR THIS TRUST NOTE HAS BEEN CHARACTERIZED AS OTHER THAN INDEBTEDNESS FOR APPLICABLE LOCAL LAW PURPOSES.

No.             

TRANSCANADA TRUST

(a trust established under the laws of Ontario)

Trust Notes — Series 2015-A Due May 20, 2075

CUSIP: [·]

ISIN: [·]

TRANSCANADA TRUST (the “Issuer”) for value received hereby acknowledges itself indebted and promises to pay to the registered holder hereof (the “Holder”) on May 20, 2075 or on such

earlier date as the principal amount hereof may become due in accordance with the provisions of the Indenture hereinafter mentioned, the principal sum of

[·] DOLLARS

$[·]

in lawful money of the United States on presentation and surrender of this Trust Note - Series 2015-A (as defined below) at the principal office of the Trustee in the City of Calgary, Alberta or such other location as it may designate from time to time, and to pay interest on the principal amount hereof from and including the date hereof, or from and including the last Interest Payment Date (as defined in the Indenture) to which interest shall have been paid or made available for payment on the outstanding Trust Notes - Series 2015-A, whichever is later, at the rate of 5.625% per annum, in like money at any one of the said places, in arrears in equal semi-annual payments on May 20 and November 20 in each year (or the next following Business Day (as defined in the Indenture) if such date is not a Business Day) from November 20, 2015 to, but excluding, May 20, 2025. Notwithstanding the foregoing, the initial interest payment payable on November 20, 2015, will be $28.125 per $1,000 principal amount of the Trust Notes - Series 2015-A.  From May 20, 2025 and on every Interest Reset Date (as defined in the Indenture) thereafter until May 20, 2075, the interest payable on the Trust Notes - Series 2015-A will be reset as follows: (i) at an interest rate per annum equal to the three-month LIBOR plus 3.528%, payable quarterly in arrears on February 20, May 20, August 20 and November 20 of each year, with the first payment at such rate being on August 20, 2025 and (ii) at an interest rate per annum equal to the three-month LIBOR plus 4.278%, payable quarterly in arrears on February 20, May 20, August 20 and November 20 of each year, with the first payment at such rate being on August 20, 2045. Subject to Article 5 of the supplemental indenture referred to below, interest as aforesaid shall be payable after as well as before default, with interest on overdue interest, in like money, at the same rates and on the same dates.

This Trust Note - Series 2015-A is one of the Trust Notes - Series 2015-A due May 20, 2075 (the “Trust Notes - Series 2015-A”) of the Issuer issued or issuable under the provisions of a trust indenture made as of May 20, 2015 between the Issuer and CST Trust Company, as trustee (the “Trustee”), as supplemented by a supplemental indenture dated as of May 20, 2015 between the Issuer, the Trustee and TransCanada PipeLines Limited, as Credit Supporter (which trust indenture as so supplemented is herein referred to as the “Indenture”). The Trust Notes - Series 2015-A issuable under the Indenture are limited to an aggregate principal amount of up to $1,000,000,000, in lawful money of the United States. Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which the Trust Notes - Series 2015-A are or are to be issued and held and the rights, remedies and obligations of the holders of the Trust Notes - Series 2015-A, of the Issuer and of the Trustee in respect thereof, all to the same effect as if the provisions of the Indenture were herein set forth, to all of which provisions the Holder by acceptance hereof acknowledges and assents.

Subject to the occurrence of a Deferral Event, as interest on this Trust Note- Series 2015-A becomes due, the Issuer (except in the case of payment at maturity, at which time payment of interest may be made upon surrender of this Trust Note- Series 2015-A) shall on each date on which interest becomes due, forward or cause to be forwarded to the Holder, subject to the provisions of the Indenture, a related Deferral Event Subscription Proceeds Assignment and a related Deferral Event Subscription, in the manner provided therein, a cheque by first class mail, postage prepaid or an electronic transfer of funds for such interest. Subject to the provisions of the Indenture, the forwarding of such cheque or effecting of such transfer shall satisfy and discharge all liability for interest on this Trust Note - Series 2015-A to the extent of the sum represented by such cheque or electronic transfer.

2

The Trust Notes - Series 2015-A are issuable only as fully registered Trust Notes - Series 2015-A in the denominations of $1,000 and integral multiples thereof. Upon compliance with the provisions of the Indenture, the Trust Notes - Series 2015-A of any denomination may be exchanged for an equal aggregate principal amount of the Trust Notes - Series 2015-A in any other authorized denomination or denominations.

The Trust Notes - Series 2015-A are direct obligations of the Issuer but are not secured by any mortgage, pledge, hypothec or other charge.

TransCanada PipeLines Limited has guaranteed the due and punctual payment of the principal amount of and interest on the Trust Notes — Series 2015-A on a subordinated basis in the manner and on the terms set forth in the Indenture.

The indebtedness evidenced by this Trust Note - Series 2015-A and by all other Trust Notes - Series 2015-A now or hereafter certified and delivered under the Indenture is subordinated and subject in right of payment, to the extent and in the manner provided in the Indenture, to the prior payment of all Guarantor Senior Indebtedness (as defined in the Indenture), whether outstanding at the date of the Indenture or thereafter created, incurred, assumed or guaranteed.

The right is reserved to the Issuer to purchase or redeem the Trust Notes - Series 2015-A for cancellation in accordance with the provisions of the Indenture.

The Trust Notes - Series 2015-A will be automatically exchanged for TCPL Exchange Preferred Shares in the event of an Automatic Exchange Event, in the manner, with the effect and as of the effective time contemplated in the Indenture and the Share Exchange Agreement.  The Indenture also provides for a mandatory subscription and purchase of TCPL Deferral Preferred Shares by Holders of Trust Notes - Series 2015-A upon the occurrence of a Deferral Event, by Holders assigning their entitlements to receive interest otherwise payable to them to TCPL in order to pay for such TCPL Deferral Preferred Shares (which interest entitlements are absolutely, irrevocably and unconditionally assigned to TCPL as consideration for such purchases), in each case in the manner, with effect and at the times contemplated in the Indenture and the Assignment and Set-Off Agreement.  Holders of the Trust Notes - Series 2015-A acknowledge and, by receipt hereof confirm and assent to, the appointments made, covenants and undertakings given and obligations created on their behalf pursuant to the Share Exchange Agreement and the Assignment and Set-Off Agreement.

The Indenture contains provisions making binding upon all Holders of the Trust Notes - Series 2015-A outstanding thereunder resolutions passed at meetings of Holders of the Trust Notes - Series 2015-A held in accordance with such provisions and instruments signed by the Holders of a specified majority of the Trust Notes - Series 2015-A.

This Trust Note - Series 2015-A may only be transferred, upon compliance with the conditions prescribed in the Indenture, in one of the registers to be kept at the principal office of the Trustee or other registrar in the City of Calgary, Alberta by the Holder or such Holder’s executors or administrators or other legal representatives or such Holder’s attorney duly appointed by an instrument in form and substance satisfactory to the Trustee or other registrar, and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe.

This Trust Note - Series 2015-A shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.

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This Trust Note - Series 2015-A shall not become obligatory for any purpose until it shall have been certified by the Trustee under the Indenture.

IN WITNESS WHEREOF this Trust Note - Series 2015-A has been duly executed by the Issuer.

DATED as of                                                   , 2     

TRANSCANADA TRUST by its Administrative Agent TRANSCANADA PIPELINES LIMITED

By:

Name:

Title:

By:

Name:

Title:

4

(FORM OF TRUSTEE’S CERTIFICATE)

This Trust Note - Series 2015-A is one of the Trust Notes - Series 2015-A due May 20, 2075 referred to in the Indenture within mentioned.

CST TRUST COMPANY, Trustee

By:
	(Authorized Signing Officer)

(FORM OF REGISTRATION PANEL)

(No writing hereon except by Trustee or other Registrar)

Date of Registration In Whose Name Registered Trustee or Registrar

(FORM OF CERTIFICATE OF TRANSFER)

CERTIFICATE OF TRANSFER

I or we assign and transfer this Trust Note - Series 2015-A to:

(Print or type assignee’s name, address and postal code)

and irrevocably appoint                                                    agent to transfer this Trust Note - Series 2015-A on the books of TransCanada Trust. The agent may substitute another to act for him.

Date:	Your Signature:
		(Sign exactly as your name appears on the Trust Notes - Series 2015-A)
	Signature Guarantee:
	(This signature must be guaranteed by Canadian Schedule I chartered bank or a member of the Securities Transfer Association Medallion Program (STAMP), a member of the Stock Exchange Medallion Program (SEMP) or a member of the New York Stock Exchange Inc. Medallion Signature Program (MSP)).

EX-7.3

Exhibit 7.3

EXECUTION VERSION

TRANSCANADA PIPELINES LIMITED

as Issuer

- and -

COMPUTERSHARE TRUST COMPANY OF CANADA

as Trustee

TRUST INDENTURE

PROVIDING FOR THE ISSUE OF

TCPL SUB NOTES

Dated as of May 20, 2015

ARTICLE 1 INTERPRETATION		1
1.1	Definitions	1
1.2	Meaning of “outstanding” for Certain Purposes	4
1.3	Interpretation Not Affected By Headings, etc.	4
1.4	Statute References	4
1.5	Monetary References	5
1.6	Day Not a Business Day	5
1.7	Invalidity of Provisions	5
1.8	Governing Law	5
1.9	TCPL Sub Notes and Supplemental Indentures	5
1.10	Additional Parties	5
ARTICLE 2 THE TCPL SUB NOTES		5
2.1	Limitation on Issue and Designation	5
2.2	Issuance in Series	6
2.3	Differences in TCPL Sub Notes of any Series	6
2.4	Issuance of TCPL Sub Notes as Part of Series Previously Issued	6
2.5	Issuance of TCPL Sub Notes	6
2.6	Execution of TCPL Sub Notes	7
2.7	Certification	7
2.8	Concerning Interest	7
2.9	Rank of TCPL Sub Notes	8
2.10	Registration of TCPL Sub Notes	8
2.11	Book-Entry System	9
2.12	Payment of Principal and Interest in Respect of TCPL Sub Notes	10
2.13	Ownership of TCPL Sub Notes	11
2.14	Exchange of TCPL Sub Notes	12
2.15	Replacement of TCPL Sub Notes	13
2.16	Interim TCPL Sub Notes	13
2.17	Option of Holder as to Place of Payment	13
2.18	Payment Agreements for TCPL Sub Notes	13
ARTICLE 3 REDEMPTION AND PURCHASE FOR CANCELLATION OF TCPL SUB NOTES		14
3.1	Redemption of TCPL Sub Notes at Option of Issuer	14
3.2	Partial Redemption of TCPL Sub Notes	14
3.3	Notice of Redemption	14
3.4	TCPL Sub Notes Due on Redemption Dates	14
3.5	Deposit of Redemption Moneys	15

3.6	Failure to Surrender TCPL Sub Notes Called for Redemption	15
3.7	Surrender of TCPL Sub Notes for Cancellation	15
3.8	Purchase of TCPL Sub Notes for Cancellation	15
3.9	Cancellation of TCPL Sub Notes	15
ARTICLE 4 SUBORDINATION OF TCPL SUB NOTES		16
4.1	TCPL Sub Notes Subordinated to Issuer Senior Indebtedness	16
4.2	Disputes with Holders of Certain Issuer Senior Indebtedness	17
4.3	Subrogation	17
4.4	Obligation of Issuer Unconditional	17
4.5	Payments on TCPL Sub Notes Permitted	18
4.6	Effectuation of Subordination by Trustee	18
4.7	Knowledge of Trustee	18
4.8	Trustee May Hold Issuer Senior Indebtedness	19
4.9	Rights of Holders of Issuer Senior Indebtedness Not Impaired	19
4.10	Article Applicable to Paying Agents	19
4.11	Trustee; Compensation Not Prejudiced	19
ARTICLE 5 COVENANTS OF THE ISSUER		19
5.1	General Covenants	19
5.2	Not to Extend Time for Payment of Interest or Principal	20
5.3	To Provide Annual Certificate of Compliance	20
5.4	To Pay Trustee’s Remuneration	20
5.5	Trustee may Perform Covenants	20
ARTICLE 6 DEFAULT AND ENFORCEMENT		21
6.1	Events of Default	21
6.2	Notice of Events of Default	21
6.3	Acceleration on Default	21
6.4	Waiver of Default	21
6.5	Enforcement by the Trustee	22
6.6	Holders May Not Sue	22
6.7	Application of Moneys	23
6.8	Distribution of Moneys	24
6.9	Persons Dealing with Trustee	24
6.10	Trustee Appointed Attorney	24
6.11	Remedies Cumulative	25
6.12	Immunity of Shareholders, Unitholders, Directors, Trustee and Others	25
6.13	Judgment Against the Issuer	25

6.14Unconditional Right of Holders to Principal, Premium or Make-Whole Amount, if any, Interest and Additional Amounts		25
ARTICLE 7 SATISFACTION AND DISCHARGE		25
7.1	Cancellation and Destruction	25
7.2	Non-Presentation of TCPL Sub Notes	25
7.3	Repayment of Unclaimed Moneys	26
7.4	Discharge	26
ARTICLE 8 CONSOLIDATION, AMALGAMATION, MERGER, CONVEYANCE, TRANSFER OR LEASE		26
8.1	Issuer May Consolidate, Etc., Only on Certain Terms	26
8.2	Successor Substituted	27
ARTICLE 9 MEETINGS OF HOLDERS		27
9.1	Right to Convene Meetings	27
9.2	Serial Meetings	27
9.3	Notice of Meetings	28
9.4	Chairman	28
9.5	Quorum	28
9.6	Power to Adjourn	28
9.7	Show of Hands	28
9.8	Poll	29
9.9	Voting	29
9.10	Regulations	29
9.11	Issuer and Trustee May Be Represented	30
9.12	Powers Exercisable by Extraordinary Resolution	30
9.13	Meaning of “Extraordinary Resolution”	31
9.14	Powers Cumulative	32
9.15	Minutes	32
9.16	Signed Instruments	32
9.17	Binding Effect of Resolutions	33
9.18	Evidence of Rights of Holders	33
ARTICLE 10 NOTICES		33
10.1	Notice to the Issuer	33
10.2	Notice to Holders	33
10.3	Notice to the Trustee	34
10.4	Notice to a Clearing Agency	34
10.5	Mail Service Interruption	34
ARTICLE 11 CONCERNING THE TRUSTEE		34

11.1	Trust Indenture Legislation	34
11.2	No Conflict of Interest	35
11.3	Qualifications of Trustee	35
11.4	Rights and Duties of Trustee	35
11.5	Evidence, Experts and Advisers	36
11.6	Trustee May Deal in TCPL Sub Notes	36
11.7	Trustee Not Required to Give Security	37
11.8	Protection of Trustee	37
11.9	Investment of Trust Moneys	38
11.10	Action by Trustee to Protect Rights	39
11.11	Replacement of Trustee	39
11.12	Acceptance of Trusts	40
11.13	Compliance with Privacy Legislation	40
11.14	Compliance with Anti-Money Laundering Legislation	40
ARTICLE 12 SUPPLEMENTAL INDENTURES		41
12.1	Supplemental Indentures	41
ARTICLE 13 MISCELLANEOUS		42
13.1	Counterparts	42
13.2	Language of Indenture	42
13.3	Benefit of Indenture	42
13.4	Assignment	42
13.5	SEC Reporting Issuer Status	42
13.6	Force Majeure	42

SCHEDULES

SCHEDULE 4.10 — Form of Confirmation

TRUST INDENTURE dated as of May 20, 2015,

BETWEEN:

TRANSCANADA PIPELINES LIMITED, a corporation existing under the federal laws of Canada and having an office in the City of Calgary in the Province of Alberta;

(hereinafter called the “Issuer” or “TCPL”)

OF THE FIRST PART

- and -

COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company existing under the federal laws of Canada and having an office in the City of Toronto in the Province of Ontario;

(hereinafter called the “Trustee”)

OF THE SECOND PART

WHEREAS:

A.The Issuer has duly authorized the execution and delivery of this Trust Indenture to provide for the issuance of junior subordinated notes of the Issuer from time to time the terms of which will be set out in such notes or in one or more indentures supplemental hereto;

B.All necessary action has been taken by the Issuer to make the such notes, when certified by the Trustee and issued as provided in this Trust Indenture, valid, binding and legal obligations of the Issuer with the benefits and subject to the terms of this Trust Indenture and to make this Trust Indenture a valid and binding agreement of the Issuer, in accordance with its terms; and

C.The foregoing recitals are made as representations and statements of fact by the Issuer and not by the Trustee;

NOW THEREFORE THIS INDENTURE WITNESSETH and it is hereby covenanted, agreed and declared as follows:

ARTICLE 1

INTERPRETATION

1.1Definitions

In this Trust Indenture, unless otherwise expressly provided or unless there is something in the subject matter or context inconsistent therewith:

1.1.1“1970 Indenture” means the Trust Indenture made as of the 15th day of June, 1970 between TCPL and Crown Trust Company, as amended or supplemented from time to time.

1.1.2“Affiliate” means, in respect of any Person, any other Person which, directly or indirectly, is in control of, is controlled by or is under common control with such Person; provided that TransCanada Trust and TCPL and its Affiliates shall be Affiliates for so long as TCPL and/or its Affiliates hold at least a majority of the voting trust units of TransCanada Trust.  For the purposes of this definition, a Person will be deemed to be “controlled by” another Person if such other Person possesses directly, or indirectly, power to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

1.1.3“Authorized Investments” means (i) short term interest bearing or discount debt obligations issued or guaranteed by the Government of Canada or a Province or a Canadian chartered bank (which may include an Affiliate or related party of the Trustee) provided that each such obligation is rated at least R1 (middle) by DBRS Limited, or any equivalent rating by Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies (Canada) Corporation or Moody’s Investors Service, Inc.; and (ii) each other investment as may be authorized as such in a supplemental indenture with respect to a Series.

1.1.4“Authorized Officer of the Issuer” means any director or officer of the Issuer, or a designated representative of the Issuer designated in writing by any director or officer of the Issuer;

1.1.5“Book-Entry System” means, with respect to a Series, a securities transfer, clearing, settlement and/or pledge system selected by the Issuer with respect to such Series administered by a Clearing Agency in accordance with the operating rules and procedures of the Clearing Agency, in force from time to time and any successor system thereof;

1.1.6“Business Day” means, subject to the terms of the TCPL Sub Notes of a Series or an applicable supplemental indenture with respect to a Series, a day on which TCPL and the Trustee are open for business in Calgary, Alberta, other than a Saturday, Sunday or any statutory or civil holiday in the City of Toronto, Ontario, the City of Calgary, Alberta or the City of New York, New York;

1.1.7“Clearing Agency” means DTC or, if otherwise specified in the TCPL Sub Notes of a Series or an applicable supplemental indenture for a Series, any other or additional organization that performs securities transfer, settlement, clearing and/or pledge services.

1.1.8“Counsel” means a barrister or solicitor or firm of barristers and solicitors retained by the Trustee or retained by the Issuer and acceptable to the Trustee;

1.1.9“DTC” means the Depository Trust Company and its nominees or any successors approved by the Issuer and the Trustee

1.1.10“Event of Default” has the meaning attributed to such term in section 6.1.1;

1.1.11“Extraordinary Resolution” has the meaning attributed to such term in sections 9.13 and 9.16;

1.1.12“Generally Accepted Accounting Principles” means (i) generally accepted accounting principles in the United States from time to time or (ii) generally accepted accounting principles in Canada, from time to time and includes, International Financial Reporting Standards;

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1.1.13“Holders” means the registered holders, from time to time, of TCPL Sub Notes or, where the context requires, all of such holders;

1.1.14“Holders’ Request” means an instrument signed in one or more counterparts by the Holders of not less than 25% of the principal amount of the outstanding TCPL Sub Notes of any Series requesting the Trustee to take the action or proceeding specified therein in respect of such Series;

1.1.15“Indenture Legislation” has the meaning attributed to such term in section 11.1;

1.1.16“Interim TCPL Sub Notes” has the meaning attributed to such term in section 2.16.1;

1.1.17“Issuer” includes any successor entity to or of the party of the first part which shall have complied with the provisions of Article 8;

1.1.18“Issuer Senior Indebtedness” means obligations (other than non-recourse obligations, the TCPL Sub Notes or any other obligations specifically designated as being subordinate in right of payment to Issuer Senior Indebtedness) of, or guaranteed or assumed by, the Issuer for borrowed money or evidenced by bonds, debentures or notes or obligations of TCPL for or in respect of bankers’ acceptances (including the face amount thereof), letters of credit and letters of guarantee (including all reimbursement obligations in respect of each of the forgoing) or other similar instruments, and amendments, renewals, extensions, modifications and refundings of any such indebtedness or obligation;

1.1.19“Officer’s Certificate” means in respect of the Issuer, a certificate signed in the name of the Issuer by any one of the Authorized Officers of the Issuer and may consist of one or more instruments so executed;

1.1.20“Ordinary Resolution” means a resolution proposed to be passed by the Holders of not less than a majority of the principal amount of the TCPL Sub Notes then outstanding who voted in respect of that resolution or signed by the Holders of not less than a majority of the principal amount of the TCPL Sub Notes then outstanding entitled to vote on that resolution;

1.1.21“Participant” means a broker, dealer, bank or other financial institution or other participant in an applicable Clearing Agency or Book-Entry System;

1.1.22“Paying Agent” means any Person authorized by the Issuer to make payments of principal, interest or redemption price, if any, on TCPL Sub Notes, together with any other amounts payable with respect thereto on behalf of the Issuer;

1.1.23“Person” is to be broadly interpreted and includes an individual, a corporation, a limited liability company, an unlimited liability company, a limited or general partnership, a trust, an unincorporated organization, a joint venture and any other organization, whether or not a legal entity, a government of a country or any political subdivision of a country or any agency or department of any such government and the executors, administrators or other legal representatives of a Person in such capacity;

1.1.24“Selection Date” has the meaning attributed to such term in section 3.2;

1.1.25“Series” means a series of TCPL Sub Notes;

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1.1.26“Successor Entity” has the meaning attributed to such term in section 8.1.1;

1.1.27“this Indenture”, “this Trust Indenture”, “hereto”, “hereby”, “hereunder”, “hereof”, “herein” and similar expressions refer to this indenture and not to any particular Article, section, subdivision or other portion hereof, and include any and every supplemental indenture; and “supplemental indenture” and “indenture supplemental hereto” include any and every instrument supplemental or ancillary hereto or in implement hereof;

1.1.28“TCPL Sub Notes” means any notes, debentures or other instruments of indebtedness, which shall in each case constitute junior subordinated indebtedness of the Issuer, issued or to be issued under this Indenture for the time being outstanding and entitled to the benefits of this Indenture;

1.1.29“Trustee” means the party of the second part and its successors for the time being in the trusts hereby created; and

1.1.30“Written Order of the Issuer” and “Written Request of the Issuer” mean, respectively, an order or a request signed in the name of the Issuer by any one of the Authorized Officers of the Issuer, and may consist of one or more instruments so executed.

Words importing the singular include the plural and vice versa and words importing the masculine gender include the feminine gender and vice versa.

1.2Meaning of “outstanding” for Certain Purposes

Except as otherwise provided in the TCPL Sub Notes of a Series or a supplemental indenture for a Series, every TCPL Sub Note certified and delivered by the Trustee hereunder shall be deemed to be outstanding until it shall be cancelled or delivered to the Trustee for cancellation, or a new TCPL Sub Note shall be issued in substitution therefor under section 2.15, or moneys for the payment thereof shall be set aside under Article 7, provided that:

1.2.1where a new TCPL Sub Note has been issued in substitution for a TCPL Sub Note which has been lost, stolen or destroyed, only one of such TCPL Sub Notes shall be counted for the purpose of determining the aggregate principal amount of TCPL Sub Notes outstanding;  and

1.2.2TCPL Sub Notes that have been partially redeemed shall be deemed to be outstanding only to the extent of the unredeemed part of the principal amount thereof.

1.3Interpretation Not Affected By Headings, etc.

The division of this Indenture into Articles and sections, the provision of a table of contents and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Indenture.

1.4Statute References

Any reference in this Indenture to a statute shall be deemed to be a reference to such statute as amended, re-enacted or replaced from time to time.

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1.5Monetary References

Except as otherwise specified in this Indenture or the TCPL Sub Notes of a Series or a supplemental indenture with respect to a Series, any reference in this Indenture to “Dollars”, “dollars” or the sign “$” shall be deemed to be a reference to lawful money of the United States.

1.6Day Not a Business Day

In the event that any day on or before which any action is required to be taken hereunder is not a Business Day, then such action shall be required to be taken on or before the requisite time on the first Business Day thereafter.

1.7Invalidity of Provisions

Each of the provisions contained in this Indenture or the TCPL Sub Notes is distinct and severable and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision hereof. To the extent permitted by applicable law, the parties waive any provision of law which renders any provision of this Indenture or the TCPL Sub Notes invalid or unenforceable in any respect.

1.8Governing Law

This Indenture, any supplemental indenture and the TCPL Sub Notes shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and shall be treated in all respects as Ontario contracts.

1.9TCPL Sub Notes and Supplemental Indentures

For greater certainty, the TCPL Sub Notes of a Series and/or any supplemental indenture for a Series may amend, modify, render inapplicable or supersede any provision of this Indenture that would otherwise be applicable to such Series, including the subordination provisions of Article 4.

1.10Additional Parties

Other Persons, in addition to the Issuer and the Trustee, may execute a supplemental indenture and become a party thereto and to this Indenture with respect to the applicable Series for the purposes, and with the rights and obligations, set forth therein, including to provide a guarantee or other credit support in respect of the applicable Series.

ARTICLE 2

THE TCPL SUB NOTES

2.1Limitation on Issue and Designation

The aggregate principal amount of TCPL Sub Notes that may be issued under this Indenture is unlimited but TCPL Sub Notes may be issued hereunder only upon the terms and subject to the conditions herein provided.

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2.2Issuance in Series

The TCPL Sub Notes may be issued in one or more Series subject to the conditions hereinafter set forth. The TCPL Sub Notes of each Series shall bear such date or dates and mature on such date or dates, shall bear interest at such rate or rates, may be issued in such denominations, may be redeemable before maturity in such manner and subject to payment of such premium, or without premium, may be payable as to principal, interest and premium, if any, at such place or places, may be payable in such currency or currencies, may be guaranteed by other Persons, may provide for such sinking fund, conversion rights or obligations, exchange rights or obligations and share purchase rights or obligations, if any, may contain such provisions for the interchange or transfer of TCPL Sub Notes of different denominations and forms and may contain such other provisions, not inconsistent with the provisions of this Indenture, as may be expressed in an indenture supplemental hereto providing for the issuance of the TCPL Sub Notes of such Series or in the TCPL Sub Notes of such Series.

2.3Differences in TCPL Sub Notes of any Series

The TCPL Sub Notes of any Series may be of different denominations and forms and may contain such variations of tenor and effect as are incidental to such differences of denomination and form including variations in the provisions for the interchange of TCPL Sub Notes of different denominations or forms and in the provisions for the registration or transfer of TCPL Sub Notes and any Series may consist of TCPL Sub Notes having different dates of issue, different dates of maturity, different rates of interest, different redemption prices, if any, and different sinking fund provisions, if any, and partly of TCPL Sub Notes carrying the benefit of a sinking fund and partly of TCPL Sub Notes with no sinking fund.

2.4Issuance of TCPL Sub Notes as Part of Series Previously Issued

Subject to the foregoing provisions, any of the TCPL Sub Notes may be issued as part of any Series previously issued, in which case they shall bear the same designation and designating letters as have been applied to such similar prior issue and shall be numbered consecutively upwards in respect of each denomination of TCPL Sub Notes in like manner and following the numbers of the TCPL Sub Notes of such prior issue.

2.5Issuance of TCPL Sub Notes

The TCPL Sub Notes may be issued in such amounts, to such persons, on such terms, not inconsistent with the provisions of this Indenture, and at par or at a discount or at a premium. Each TCPL Sub Note as soon as issued or negotiated shall, subject to the terms hereof, be equally and proportionately entitled to the benefits of this Indenture as if all of the TCPL Sub Notes had been issued and negotiated simultaneously.  TCPL Sub Notes may, subject to the provisions of this Indenture and to such restrictions as may be set forth in any Series, and subject as hereinafter provided, from time to time be executed by the Issuer and delivered to the Trustee and shall be certified by the Trustee and delivered to, or to the order of the Issuer, pursuant to a Written Order of the Issuer, without the Trustee receiving any consideration therefor (other than pursuant to Section 5.4 below). At any time that securities issued under the 1970 Indenture are outstanding, the issuance of TCPL Sub Notes shall be subject to compliance with the terms and conditions of the 1970 Indenture relating to the creation, assumption or incurring of Funded Obligations (as such term is defined in the 1970 Indenture).

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2.6Execution of TCPL Sub Notes

The TCPL Sub Notes may be signed on behalf of the Issuer by any two of the Authorized Officers of the Issuer. A facsimile signature upon any of the TCPL Sub Notes shall for all purposes of this Indenture be deemed to be the signature of the individual whose signature it purports to be and to have been signed at the time such facsimile signature is reproduced. Notwithstanding that any individual whose signature (either manual or in facsimile) may appear on the TCPL Sub Notes is not, at the date of this Indenture or at the date of the TCPL Sub Notes or at the date of the certifying and delivery thereof, any one of the Authorized Officers of the Issuer, such TCPL Sub Notes shall be valid and binding upon the Issuer and entitled to the benefits of this Indenture.

2.7Certification

No TCPL Sub Notes shall be issued or, if issued, shall be obligatory or shall entitle the Holder thereof to the benefits of this Indenture until it has been certified by or on behalf of the Trustee substantially in the form set out in the applicable supplemental indenture hereto or in some other form approved by the Trustee, whose approval shall be conclusively evidenced by the certification thereof. Such certificate on any TCPL Sub Notes shall be conclusive evidence as against the Issuer that such TCPL Sub Notes are duly issued and is a valid obligation of the Issuer.

The certificate of the Trustee on any TCPL Sub Notes shall not be construed as a representation or warranty by the Trustee as to the validity of this Indenture or of the TCPL Sub Notes (except the due certification thereof) and the Trustee shall in no respect be liable or answerable for the use made of the TCPL Sub Notes or any of them or the proceeds thereof.

2.8Concerning Interest

2.8.1Unless otherwise provided in a supplemental indenture for a Series:

2.8.1.1Every TCPL Sub Note, whether issued originally or in exchange for other TCPL Sub Notes, shall bear interest from and including its date of issue or from and including the last interest payment date to which interest shall have been paid or made available for payment on such TCPL Sub Notes, whichever shall be later.

2.8.1.2Interest on each TCPL Sub Note shall cease to accrue from the earliest of: (i) the maturity date; or (ii) if such TCPL Sub Note is called for redemption, the date fixed for redemption, unless upon due presentation and surrender thereof for payment on or after the maturity date or the date fixed for redemption, as the case may be, such payment is improperly withheld or refused.

2.8.1.3Wherever in this Indenture or the TCPL Sub Notes there is mention, in any context, of the payment of interest, such mention shall be deemed to include the payment of interest on amounts in default to the extent that, in such context, such interest is, was or would be payable pursuant to this Indenture or the TCPL Sub Notes, and express mention of interest on amounts in default in any of the provisions of this Indenture or the TCPL Sub Notes shall not be construed as excluding such interest in those provisions where such express mention is not made.

2.8.1.4If an interest payment date falls on a day that is not a Business Day, the interest payment date will be postponed to the next Business Day, and no further interest or other sums will accrue in respect of such postponement.

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2.9Rank of TCPL Sub Notes

All TCPL Sub Notes created and issued under this Indenture shall be in all respects entitled, equally and rateably with all other TCPL Sub Notes created and issued under this Indenture, to the benefits hereof without preference, priority or distinction on account of the actual time or times of certification and delivery, all in accordance with the terms and provisions of this Indenture.  The TCPL Sub Notes shall be direct, junior subordinated obligations of the Issuer, ranking equally and rateably with all other subordinated indebtedness of the Issuer from time to time issued and outstanding, except for indebtedness that, by its terms, ranks subordinate to the TCPL Sub Notes.

2.10Registration of TCPL Sub Notes

2.10.1Subject to section 2.11, the Issuer shall cause to be kept by and at the principal office of the Trustee in the City of Calgary, Alberta and City of Toronto, Ontario or such other location as it may designate from time to time, a central register of Holders, and at such other place or places or by such other registrar or registrars as the Issuer may designate or appoint, with the approval of the Trustee, branch registers, in which shall be entered the names and latest known addresses of the Holders of TCPL Sub Notes, and the other particulars, as prescribed by law, of the TCPL Sub Notes held by them respectively and of all transfers of TCPL Sub Notes. Such registration shall be noted on the TCPL Sub Notes by the Trustee or other registrar. Subject to section 2.11, no transfer of TCPL Sub Notes shall be effective as against the Issuer unless made on one of the appropriate registers by the Holder of the TCPL Sub Notes or the Holder’s executors or administrators or other legal representatives or the Holder’s attorney duly appointed by an instrument in form and execution satisfactory to the Trustee and upon compliance with such requirements as the Trustee or other registrar may prescribe, and unless such transfer shall have been duly noted on such TCPL Sub Notes by the Trustee or other registrar.

2.10.2The registers referred to in this section shall be open during regular business hours for inspection by the Issuer, the Trustee and any Holder.

2.10.3Subject to section 2.11, and to the terms of the TCPL Sub Notes of a Series and/or any supplemental indenture for a Series, the Holder of TCPL Sub Notes may, at any time and from time to time, have such TCPL Sub Notes transferred at any of the places at which a register is kept pursuant to the provisions of this section 2.10 and in accordance with applicable laws. The Holder of TCPL Sub Notes may at any time and from time to time have the registration of such TCPL Sub Notes transferred from the register in which the registration thereof appears to another register maintained in another place authorized for that purpose under the provisions of this Indenture upon payment of a reasonable fee to be fixed by the Trustee.

2.10.4None of the Issuer, the Trustee or any registrar shall be required:

2.10.4.1to transfer or exchange any TCPL Sub Notes on any interest payment date or during the 10 Business Days immediately preceding any interest payment date; or

2.10.4.2to transfer or exchange any TCPL Sub Notes from the Selection Date to the date that notice of redemption is mailed.

2.10.5None of the Issuer, the Trustee or any registrar for any of the TCPL Sub Notes shall be charged with notice of or be bound to see to the execution of any trust, whether express, implied or constructive, in respect of any TCPL Sub Notes and may transfer any TCPL Sub Notes on the direction of a Holder thereof, whether named as trustee or otherwise, as though that Person were the beneficial owner thereof.

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2.10.6The Issuer shall have power at any time to close any branch register and in that event it shall transfer the records thereof to an existing register or to a new register and thereafter such TCPL Sub Notes shall be deemed to be registered on such existing or new register, as the case may be. In the event that the register in any place is closed and the records transferred to a register in another place, notice of such change shall be given to the Holders of the TCPL Sub Notes registered in the register so closed and the particulars of such change shall be recorded in the central register required to be kept in the City of Calgary, Alberta.

2.10.7Every registrar shall, when requested to do so by the Issuer or the Trustee, furnish the Issuer or the Trustee, as the case may be, with a list of the names and addresses of the Holders of the TCPL Sub Notes showing the Series, principal amounts and serial numbers of such TCPL Sub Notes held by each Holder.

2.11Book-Entry System

2.11.1Notwithstanding any other provision of this Indenture, the Issuer may elect to have the TCPL Sub Notes of a Series issued hereunder represented in the form of typewritten, English language, fully registered global certificates (that is a single global certificate for the TCPL Sub Notes) held by, or on behalf of, a Clearing Agency (or its nominee) as depository of the global certificate (for its Participants) and registered on the register maintained by the Trustee pursuant to section 2.10 in the name of the Clearing Agency (or its nominee). It is expressly acknowledged that any such registrations of ownership and transfers of such TCPL Sub Notes, or interests of Participants therein, will be made by the Clearing Agency only through the applicable Book-Entry System in accordance with policies and procedures of the Clearing Agency. Subject to this section 2.11, the rights of the holder of any beneficial interest in the TCPL Sub Notes of a Series represented by a global certificate (including the right to receive a certificate or other instrument evidencing an ownership interest in such TCPL Sub Notes) shall be limited to those established by any agreement (including a book-entry securities services agreement or letter of representations of the Issuer to the Clearing Agency) between the Issuer and the Clearing Agency, by applicable law and agreements between the Clearing Agency and its Participants and between such Participants and the holder of such beneficial interest. Accordingly, except as provided herein, neither the Issuer nor the Trustee shall be under any obligation to deliver, nor shall the holder of such interest have any right to require the delivery of, a certificate evidencing TCPL Sub Notes of a Series to the holder of the interest in such TCPL Sub Notes. In the event of any conflict between this Indenture and any such agreement between the Issuer and a Clearing Agency, the terms of any such agreement shall prevail, subject to section 2.11.2.

2.11.2Notwithstanding section 2.11.1, after the occurrence of an Event of Default or a breach of any of the covenants of the Issuer provided for in this Indenture which breach shall have continued unremedied for a period of 60 days after the Issuer has received notice of such breach, unless the Trustee (having regard to the subject matter of the breach) shall have agreed to a longer period and, in such event, within the period agreed to by the Trustee, the Holders of TCPL Sub Notes of a Series may at any time determine (which determination shall, for greater certainty, require an Ordinary Resolution and not an Extraordinary Resolution) that the continuation of the holding of the TCPL Sub Notes by only global certificates under the Book-Entry System is no longer in the best interests of such Holders.

2.11.3Upon any determination made pursuant to section 2.11.2, or if required to do so by law, or if the applicable Book-Entry System ceases to exist, or if the Issuer determines that the applicable Clearing Agency is no longer willing or able to discharge properly its responsibilities as depository and the Issuer is unable to locate a qualified successor, or if the Issuer at its option

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elects or is required by applicable law or rules of any securities exchange to terminate the applicable Book-Entry System for any reason,

2.11.3.1the Trustee shall notify the applicable Clearing Agency and shall request such Clearing Agency to notify the Participants of the availability of definitive fully registered certificates representing TCPL Sub Notes;

2.11.3.2the Trustee shall request the Clearing Agency to deliver the global certificate representing TCPL Sub Notes to the Trustee and the Trustee shall thereupon reduce the holdings of such Clearing Agency on the register maintained hereunder to nil in respect of the TCPL Sub Notes represented by such global certificate;

2.11.3.3the Issuer shall issue or cause to be issued, in accordance with and subject to the provisions of this Indenture, in exchange for such global certificate, TCPL Sub Notes of a Series in definitive form in an aggregate amount equal to the amount of such global certificate registered in the names of the Participants as advised by the Clearing Agency in accordance with their proportionate interest in such global certificate as recorded in the records maintained by such Clearing Agency as at the date of the issue of the TCPL Sub Notes in definitive form; and

2.11.3.4after such replacement of such global certificate by definitive TCPL Sub Notes, all payments in respect of such TCPL Sub Notes in definitive form shall be made to the registered holders thereof in accordance with the terms and conditions of such TCPL Sub Notes in definitive form and the provisions of this Indenture and in all other respects such registered holders shall be the holders thereof for all purposes hereunder.

2.11.4All expenses of the Trustee and any applicable Clearing Agency relating to this section 2.11 shall be paid by the Issuer.

2.11.5Any notice required or permitted to be given to any beneficial holder of TCPL Sub Notes while such TCPL Sub Notes are represented by a global certificate held by, or on behalf of, an applicable Clearing Agency as part of the Book-Entry System, shall be provided to or as directed by such Clearing Agency.

2.11.6It is hereby acknowledged that in making the determination as to the percentage interest of a Participant in a global certificate, the Trustee shall be entitled to rely solely upon the records therefor maintained by any applicable Clearing Agency and confirmed in writing to the Trustee by such Clearing Agency.

2.11.7The Issuer and the Trustee shall not be responsible for any actions, inactions or omissions on the part of any Clearing Agency and/or the Participants under this Indenture or under any agreements, service rules or procedures entered into between an applicable Clearing Agency and each Participant and shall not be liable to registered holders for any such actions, inactions or omissions by any Clearing Agency and/or the Participants which adversely affect a Person’s beneficial interest in TCPL Sub Notes.

2.12Payment of Principal and Interest in Respect of TCPL Sub Notes

2.12.1Subject to section 2.12.4 and the specific terms applicable to a Series of TCPL Sub Notes, payment of the principal of the TCPL Sub Notes will be made by cheque or electronic transfer of funds to the respective Holders thereof in lawful money of the United States against

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surrender thereof by the respective Holders thereof at the principal office of the Trustee in Calgary, Alberta.

2.12.2Subject to sections 2.12.3 and 2.12.4 and the specific terms applicable to a Series of TCPL Sub Notes, as the interest on TCPL Sub Notes becomes due (except interest payable on the maturity date which may be paid upon presentation and surrender of such TCPL Sub Notes for payment), the Issuer shall, on each date on which interest on such TCPL Sub Notes becomes due, effect an electronic transfer or forward, or cause to be forwarded, a cheque by first class mail, postage prepaid (or in the event of a mail service interruption by such other means as the Trustee and the Issuer shall determine to be appropriate), for such interest (less any tax required or permitted by law and the specific terms applicable to a Series of TCPL Sub Notes to be deducted) to such Holder and payable to such Holder and negotiable at par at each of the places at which interest upon such TCPL Sub Notes is payable. Any electronic transfer instructions received by the Trustee shall remain in effect until revoked by the Holder. The forwarding of such cheque or electronic funds shall satisfy and discharge the liability for the interest on such TCPL Sub Notes to the extent of the sum represented thereby (plus the amount of any tax deducted as aforesaid) unless such cheque is not paid on presentation or is lost or destroyed or such electronic funds are not received on or prior to the applicable payment date. In the event of the non-receipt of any such cheque by a Holder, or the loss or destruction thereof, the Issuer, upon being furnished with evidence of such non-receipt, loss or destruction and indemnity reasonably satisfactory to it, shall issue or cause to be issued to such Holder a replacement cheque for the amount of such cheque. In the event of the non-receipt of any electronic funds by a Holder, the Issuer, upon being furnished with evidence of such non-receipt and indemnity reasonably satisfactory to it, shall forward or cause to be forwarded to such Holder a replacement electronic transfer for the amount initially transferred and not received.

2.12.3Where TCPL Sub Notes are registered in more than one name, the principal and interest from time to time payable in respect thereof shall be paid by cheque or electronic transfer of funds payable to the order of all such Holders, unless the Issuer has received written instructions from them to the contrary, and the receipt of any one of such Holders therefor shall be a valid discharge to the Trustee, any registrar of TCPL Sub Notes, the Issuer and any Paying Agent.

2.12.4If TCPL Sub Notes of a Series are registered in the name of a Clearing Agency or its nominee, the principal and interest from time to time payable (subject to any amounts withheld in accordance with customary practices and procedures of the Trustee or the Clearing Agency) in respect thereof shall be paid by delivery of a cheque or electronic transfer of funds payable to the order of the Clearing Agency or its nominee, as the case may be, and the receipt of the Clearing Agency or its nominee, as the case may be, therefor shall be a valid discharge to the Trustee, any registrar of TCPL Sub Notes, the Issuer and any Paying Agent, who shall be entitled to rely upon the Clearing Agency and the Participants to ensure that funds are advanced to beneficial holders of TCPL Sub Notes.

2.13Ownership of TCPL Sub Notes

2.13.1The Person in whose name any TCPL Sub Notes are registered shall be deemed to be the owner thereof for all purposes of this Indenture and payment of or on account of the principal of, and interest on, such TCPL Sub Notes shall be made only to or upon the order in writing of the registered holder thereof and such payment shall be a complete discharge to the Trustee, any registrar of TCPL Sub Notes, the Issuer and any Paying Agent for the amounts so paid.

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2.13.2The Holder for the time being of any TCPL Sub Notes shall be entitled to the principal and interest evidenced by such TCPL Sub Notes, free from all equities or rights of set-off or counterclaim between the Issuer and the original or any intermediate Holder thereof (except any equities of which the Issuer is required to take notice by law or any rights of set-off or counterclaim which may be specifically set out in the terms of any Series of TCPL Sub Notes) and all Persons may act accordingly and a transferee of a TCPL Sub Note shall, after the appropriate form of transfer is lodged with the Trustee or other registrar of TCPL Sub Notes and upon compliance with all other conditions in that behalf required by this Indenture or by any conditions contained in such TCPL Sub Notes or by law, be entitled to be entered on the appropriate register or on any one of the appropriate registers as the owner of such TCPL Sub Notes free from all equities or rights of set-off or counterclaim between the Issuer and such Holder’s transferor or any previous Holder thereof, save in respect of equities of which the Issuer is required to take notice by statute or by order of a court of competent jurisdiction.

2.14Exchange of TCPL Sub Notes

2.14.1In the event that the TCPL Sub Notes of a Series are not held in the Book-Entry System, TCPL Sub Notes of any denomination may be exchanged for TCPL Sub Notes of any other authorized denomination or denominations, any such exchange to be for an equivalent aggregate principal amount and Series. Exchanges of TCPL Sub Notes may only be made at the principal office of the Trustee in the City of Calgary, Alberta. Any TCPL Sub Notes tendered for exchange shall be surrendered to the Trustee and shall be cancelled. The Issuer shall execute, and the Trustee shall certify, all TCPL Sub Notes necessary to carry out such exchanges.

2.14.2Except as otherwise provided herein, upon any exchange of TCPL Sub Notes of any denomination for TCPL Sub Notes of any other authorized denominations and upon any transfer of TCPL Sub Notes, the Trustee or other registrar of TCPL Sub Notes may make a sufficient charge to reimburse it for any stamp tax, security transfer tax or other governmental charge required to be paid, and in addition a reasonable charge for its services for TCPL Sub Notes exchanged or transferred, and payment of such charges shall be made by the party requesting such exchange or transfer as a condition precedent thereto.

2.14.3Notwithstanding the foregoing, no charge to the Holder (other than for insurance on any TCPL Sub Notes forwarded by mail) shall be made by the Trustee, any registrar of TCPL Sub Notes or the Issuer

2.14.3.1for any exchange, registration or transfer of any TCPL Sub Notes applied for within a period of 30 days from the date of issue thereof; or

2.14.3.2for any exchange, after such period, of TCPL Sub Notes for TCPL Sub Notes of the same Series in lesser denominations;

provided that the TCPL Sub Notes surrendered for exchange shall not have been issued as a result of any previous exchange, other than an exchange pursuant to section 2.14.3.1 or section 3.8.

2.14.4None of the Issuer, the Trustee or any other registrar of TCPL Sub Notes shall be required to make exchanges of TCPL Sub Notes on any interest payment date, during the 10 Business Days immediately preceding any interest payment date or from the Selection Date to the date that notice of redemption is mailed.

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2.15Replacement of TCPL Sub Notes

If any of the TCPL Sub Notes of a Series shall become mutilated or be lost, stolen or destroyed and in the absence of notice that such TCPL Sub Notes have been acquired by a bona fide purchaser, the Issuer shall issue, and thereupon the Trustee shall certify and deliver, new TCPL Sub Notes of the same Series upon surrender and cancellation of the mutilated TCPL Sub Notes, or, in the case of lost, stolen or destroyed TCPL Sub Notes, in lieu of and in substitution for the same, and the substituted TCPL Sub Notes shall be in a form approved by the Trustee and shall, subject to the terms of the applicable Series, be entitled to the benefits of this Indenture equally with all other TCPL Sub Notes issued or to be issued hereunder. In case of loss, theft or destruction, the applicant for new TCPL Sub Notes shall furnish to the Issuer and to the Trustee such evidence of such loss, theft or destruction as shall be satisfactory to them in their discretion and shall also furnish a surety bond and an indemnity in amount and form satisfactory to them in their discretion and any other documents that may be required. The applicant shall pay all expenses incidental to the issuance of any such new TCPL Sub Notes.

2.16Interim TCPL Sub Notes

2.16.1Pending delivery to the Trustee of definitive TCPL Sub Notes, the Issuer may execute in lieu thereof (but subject to the same provisions, conditions and limitations as herein set forth), and the Trustee may certify, interim printed, mimeographed or typewritten TCPL Sub Notes of a Series (“Interim TCPL Sub Notes”), in such form and in such denominations as may be approved by the Trustee and by the Issuer by any one of the Authorized Officers of the Issuer (whose certification or signature, either manual or in facsimile, as the case may be, on any such Interim TCPL Sub Notes shall be conclusive evidence of such approval) entitling the Holders thereof to definitive TCPL Sub Notes of the same Series in any authorized denominations when the same are ready for delivery, without expense to such Holders, but the total amount of Interim TCPL Sub Notes so issued shall not exceed the aggregate principal amount of TCPL Sub Notes of such Series authorized to be issued hereunder. Forthwith after the issuance of any such Interim TCPL Sub Notes, the Issuer shall cause to be prepared the appropriate definitive TCPL Sub Notes of such Series for delivery to the Holders of such Interim TCPL Sub Notes.

2.16.2Interim TCPL Sub Notes which have been duly issued shall, until exchanged for definitive TCPL Sub Notes, entitle the Holders thereof to rank for all purposes as Holders, and otherwise in respect of this Indenture to the same extent and in the same manner as though such exchange had actually been made. When exchanged for definitive TCPL Sub Notes, such Interim TCPL Sub Notes shall forthwith be cancelled by the Trustee. Any interest paid upon Interim TCPL Sub Notes shall be noted thereon by the Paying Agent at the time of payment unless paid by cheque to the Holders thereof.

2.17Option of Holder as to Place of Payment

Except as otherwise provided herein, all sums which may at any time become payable, whether on the maturity date, on redemption or on a declaration by the Trustee pursuant to section 6.3 or otherwise, on account of any TCPL Sub Notes or any interest shall be payable at the option of the Holder at any of the places at which the principal of and interest on such TCPL Sub Notes are payable.

2.18Payment Agreements for TCPL Sub Notes

Notwithstanding anything contained herein, the Issuer may enter into an agreement with a Holder of TCPL Sub Notes or with the Person for whom such Holder is acting as nominee providing for the payment to such Holder of the principal, interest, redemption price, if any, on such TCPL Sub Notes, together with any other amounts payable with respect thereto, at a place or places other than the place or places specified herein and in such TCPL Sub Notes as the place or places for such payment. Any

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payment of the principal, interest, redemption price, if any, on any such TCPL Sub Notes, together with any other amounts payable with respect thereto, at such other place or places pursuant to such agreement shall, notwithstanding any other provision of this Indenture, be valid and binding on the Issuer, the Trustee and such Holder of TCPL Sub Notes. The Issuer shall provide written notice to the Trustee of the existence and terms of any payment agreement between the Issuer and any Holder.

ARTICLE 3

REDEMPTION AND PURCHASE FOR CANCELLATION OF TCPL SUB NOTES

3.1Redemption of TCPL Sub Notes at Option of Issuer

The Issuer shall have the right at its option to redeem either in whole at any time or in part from time to time prior to maturity TCPL Sub Notes issued hereunder of any Series which by their terms are made so redeemable (subject, however, to any applicable law restricting the redemption of TCPL Sub Notes of such Series) at such rates of premium, if any, and at such date or dates as shall have been determined at the time of the issue of such TCPL Sub Notes and as shall be expressed in such TCPL Sub Notes and/or supplemental indenture providing for the issue thereof.

3.2Partial Redemption of TCPL Sub Notes

If less than all the TCPL Sub Notes of a Series are to be redeemed pursuant to section 3.1, the Issuer shall, at least 15 days prior to the date that notice of redemption is given, notify the Trustee of its intention to redeem the aggregate principal amount of such Series to be redeemed. The TCPL Sub Notes to be redeemed shall be selected by the Trustee in such manner as may be described in the applicable Series of TCPL Sub Notes and/or any supplemental indenture, or in such other manner as the Trustee may consider equitable. The day the Trustee makes such selection shall be referred to for the purpose of sections 2.10.4.2  and 2.14 as the “Selection Date”. For this purpose, the Trustee may make, and from time to time amend, regulations with regard to the manner in which such TCPL Sub Notes may be so selected and regulations so made shall be valid and binding upon all Holders of TCPL Sub Notes notwithstanding the fact that, as a result thereof, one or more of such TCPL Sub Notes become subject to redemption in part only.

3.3Notice of Redemption

Notice of any intention to redeem any TCPL Sub Notes of a Series shall be given by or on behalf of the Issuer to the Holders of such Series in accordance with the terms contained in such Series or any supplemental indenture in respect thereof.

3.4TCPL Sub Notes Due on Redemption Dates

3.4.1Upon notice having been given as aforesaid, the TCPL Sub Notes so called for redemption shall thereupon become due and payable at the applicable redemption price and on the redemption date specified in such notice, in the same manner and with the same effect as if it were the maturity date specified in such TCPL Sub Notes, notwithstanding anything contained therein or herein to the contrary, and from and after such redemption date, if the moneys necessary to redeem such TCPL Sub Notes shall have been deposited as hereinafter provided and an Officer’s Certificate, affidavit or other proof satisfactory to the Trustee as to the mailing of such notices shall have been delivered to the Trustee, such TCPL Sub Notes shall no longer be considered outstanding hereunder and interest upon such TCPL Sub Notes shall cease to accrue after such date.

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3.4.2If any question shall arise as to whether notice of redemption or deposit of the redemption moneys has been given or made as provided above, such question shall be decided by the Trustee whose decision shall be final and binding upon all parties in interest.

3.5Deposit of Redemption Moneys

Upon TCPL Sub Notes having been called for redemption, the Issuer shall deposit with the Trustee, on or before the redemption date fixed in the relevant notice of redemption, such sums as may be sufficient to pay the redemption price of the TCPL Sub Notes to be redeemed, together with accrued interest, if any, and the estimated charges and expenses to be incurred in connection with such redemption. From the sums so deposited, the Trustee shall pay or cause to be paid to the Holders of the TCPL Sub Notes called for redemption, upon surrender of such TCPL Sub Notes, the applicable redemption price and interest (less any applicable withholding taxes, to the extent required or permitted by law and the specific terms applicable to a Series of TCPL Sub Notes) to which they are respectively entitled on redemption.

3.6Failure to Surrender TCPL Sub Notes Called for Redemption

If the Holder of any TCPL Sub Notes called for redemption shall, within 30 days from the date fixed for redemption, fail to surrender any of such TCPL Sub Notes or shall not within such time accept payment of the redemption price payable in respect thereof or give such receipt therefor, if any, as the Trustee may require, such redemption price shall be set aside by the Trustee in trust for such Holder in a bank account and such setting aside shall for all purposes be deemed a payment to the Holder of the sum so set aside, and to that extent the Holder shall have no right except to receive payment out of the moneys so paid and deposited, upon surrender of his TCPL Sub Notes, of the redemption price of such TCPL Sub Notes without interest thereon.

3.7Surrender of TCPL Sub Notes for Cancellation

If the principal moneys due upon any TCPL Sub Notes shall become payable by redemption or otherwise before the maturity date, the Person presenting such TCPL Sub Notes for payment must surrender the same for cancellation, the Issuer nevertheless paying or causing to be paid the interest accrued and unpaid thereon in accordance with the terms of such TCPL Sub Notes (computed on a per diem basis if the date fixed for payment is not a scheduled interest payment date).

3.8Purchase of TCPL Sub Notes for Cancellation

Subject to such restrictions on purchase as may be set forth in any TCPL Sub Notes of a Series or in any supplemental indenture under which TCPL Sub Notes of a Series may be issued, at any time when the Issuer is not in default hereunder, the Issuer may purchase TCPL Sub Notes in the market or by private contract at any price.

3.9Cancellation of TCPL Sub Notes

All TCPL Sub Notes redeemed and all TCPL Sub Notes purchased under this Article 3 shall forthwith be delivered to the Trustee and shall be cancelled by it and will not be reissued or resold, and except as may be provided in the TCPL Sub Notes or any supplemental indenture in respect thereof, no TCPL Sub Notes shall be issued in substitution therefor.

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ARTICLE 4

SUBORDINATION OF TCPL SUB NOTES

4.1TCPL Sub Notes Subordinated to Issuer Senior Indebtedness

4.1.1The Issuer covenants and agrees, and each Holder of TCPL Sub Notes, by the acceptance thereof, likewise covenants and agrees, that the indebtedness represented by the TCPL Sub Notes and the payment of the principal of and interest on each and all of the TCPL Sub Notes is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of Issuer Senior Indebtedness.

4.1.2In the event (a) of any insolvency or bankruptcy proceedings or any receivership, liquidation, reorganization or other similar proceedings in respect of the Issuer or a substantial part of its property, or of any proceedings for liquidation, dissolution or other winding up of the Issuer, whether or not involving insolvency or bankruptcy, or (b) subject to the provisions of Section 4.2 that (i) a default shall have occurred with respect to the payment of principal of or interest on or other monetary amounts due and payable on any Issuer Senior Indebtedness, or (ii) there shall have occurred an event of default (other than a default in the payment of principal or interest or other monetary amounts due and payable) in respect of any Issuer Senior Indebtedness, as defined therein or in the instrument under which the same is outstanding, permitting the holder or holders thereof to accelerate the maturity thereof (with notice or lapse of time, or both), and such event of default shall have continued beyond the period of grace, if any, in respect thereof, and, in the cases of subclauses (i) and (ii) of this clause (b), such default or event of default shall not have been cured or waived or shall not have ceased to exist, or (c) that the principal of and accrued interest on the TCPL Sub Notes of any series shall have been declared due and payable pursuant to Section 6.3 and such declaration shall not have been rescinded and annulled as provided in Section 6.4, then:

4.1.2.1the holders of all Issuer Senior Indebtedness shall first be entitled to receive payment of the full amount due thereon, or provision shall be made for such payment in money or money’s worth, before the Holders of any of the TCPL Sub Notes are entitled to receive a payment on account of the principal of or interest on the indebtedness evidenced by the TCPL Sub Notes, including, without limitation, any payments made pursuant to Article 3;

4.1.2.2any payment by, or distribution of assets of, the Issuer of any kind or character, whether in cash, property or securities, to which the Holders of any of the TCPL Sub Notes or the Trustee would be entitled except for the provisions of this Article shall be paid or delivered by the person making such payment or distribution, whether a trustee in bankruptcy, a receiver, receiver and manager or liquidating trustee or otherwise, directly to the holders of such Issuer Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Issuer Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of such Issuer Senior Indebtedness held or represented by each, to the extent necessary to make payment in full of all Issuer Senior Indebtedness remaining unpaid after giving effect to any concurrent payment or distribution (or provision therefor) to the holders of such Issuer Senior Indebtedness, before any payment or distribution is made to the holders of the indebtedness evidenced by the TCPL Sub Notes or to the Trustee under this instrument; and

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4.1.2.3in the event that, notwithstanding the foregoing, any payment by, or distribution of assets of, the Issuer of any kind or character, whether in cash, property or securities, in respect of principal of or interest on the TCPL Sub Notes or in connection with any repurchase by the Issuer of the TCPL Sub Notes, shall be received by the Trustee or the Holders of any of the TCPL Sub Notes before all Issuer Senior Indebtedness is paid in full, or provision made for such payment in money or money’s worth, such payment or distribution in respect of principal of or interest on the TCPL Sub Notes or in connection with any repurchase by the Issuer of the TCPL Sub Notes shall be paid over to the holders of such Issuer Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any such Issuer Senior Indebtedness may have been issued, ratably as aforesaid, for application to the payment of all Issuer Senior Indebtedness remaining unpaid until all such Issuer Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution (or provision therefor) to the holders of such Issuer Senior Indebtedness.

4.2Disputes with Holders of Certain Issuer Senior Indebtedness

Any failure by the Issuer to make any payment on or perform any other obligation under Issuer Senior Indebtedness, other than any indebtedness incurred by the Issuer or assumed or guaranteed, directly or indirectly, by the Issuer for money borrowed (or any deferral, renewal, extension or refunding thereof) or any indebtedness or obligation as to which the provisions of this Section shall have been waived by the Issuer in the instrument or instruments by which the Issuer incurred, assumed, guaranteed or otherwise created such indebtedness or obligation, shall not be deemed a default or event of default under Section 4.1.2(b) if (a) the Issuer shall be disputing its obligation to make such payment or perform such obligation and (b) either (i) no final judgment relating to such dispute shall have been issued against the Issuer which is in full force and effect and is not subject to further review, including a judgment that has become final by reason of the expiration of the time within which a party may seek further appeal or review, and (ii) in the event of a judgment that is subject to further review or appeal has been issued, the Issuer shall in good faith be prosecuting an appeal or other proceeding for review and a stay of execution shall have been obtained pending such appeal or review.

4.3Subrogation

Subject to the payment in full of all Issuer Senior Indebtedness, the Holders of the TCPL Sub Notes shall be subrogated (equally and ratably with the holders of all obligations of the Issuer which by their express terms are subordinated to Issuer Senior Indebtedness of the Issuer to the same extent as the TCPL Sub Notes are subordinated and which are entitled to like rights of subrogation) to the rights of the holders of Issuer Senior Indebtedness to receive payments or distributions of cash, property or securities of the Issuer applicable to the Issuer Senior Indebtedness until all amounts owing on the TCPL Sub Notes shall be paid in full, and as between the Issuer, its creditors other than holders of such Issuer Senior Indebtedness and the Holders, no such payment or distribution made to the holders of Issuer Senior Indebtedness by virtue of this Article that otherwise would have been made to the Holders shall be deemed to be a payment by the Issuer on account of such Issuer Senior Indebtedness, it being understood that the provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Issuer Senior Indebtedness, on the other hand.

4.4Obligation of Issuer Unconditional

4.4.1Nothing contained in this Article or elsewhere in this Indenture or in the TCPL Sub Notes is intended to or shall impair, as among the Issuer, its creditors other than the holders of

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Issuer Senior Indebtedness and the Holders, the obligation of the Issuer, which is absolute and unconditional, to pay to the Holders the principal of and interest on the TCPL Sub Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders and creditors of the Issuer other than the holders of Issuer Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or any Holder from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article of the holders of Issuer Senior Indebtedness in respect of cash, property or securities of the Issuer received upon the exercise of any such remedy.

4.4.2Upon payment or distribution of assets of the Issuer referred to in this Article, the Trustee and the Holders shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which any such dissolution, winding up, liquidation or reorganization proceeding affecting the affairs of the Issuer is pending or upon a certificate of the trustee in bankruptcy, receiver, receiver and manager, assignee for the benefit of creditors, liquidating trustee or agent or other person making any payment or distribution, delivered to the Trustee or to the Holders, for the purpose of ascertaining the persons entitled to participate in such payment or distribution, the holders of the Issuer Senior Indebtedness and other indebtedness of the Issuer, the amount thereof or payable thereon, the amount paid or distributed thereon and all other facts pertinent thereto or to this Article.

4.5Payments on TCPL Sub Notes Permitted

Nothing contained in this Article or elsewhere in this Indenture or in the TCPL Sub Notes shall affect the obligations of the Issuer to make, or prevent the Issuer from making, payment of the principal of or interest on the TCPL Sub Notes in accordance with the provisions hereof and thereof, except as otherwise provided in this Article.

4.6Effectuation of Subordination by Trustee

Each holder of TCPL Sub Notes, by his acceptance thereof, authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article and appoints the Trustee his attorney-in-fact for any and all such purposes.

4.7Knowledge of Trustee

Notwithstanding the provisions of this Article or any other provisions of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment of moneys to or by the Trustee, or the taking of any other action by the Trustee, unless and until the Trustee shall have received written notice thereof mailed or delivered to the Trustee from the Issuer, any Holder, any paying agent or the holder or representative of any class of Issuer Senior Indebtedness; provided that if at least three Business Days prior to the date upon which by the terms hereof any such moneys may become payable for any purpose (including, without limitation, the payment of the principal or interest on any TCPL Sub Note) the Trustee shall not have received with respect to such moneys the notice provided for in this Section, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that may be received by it within three Business Days prior to or on or after such date.

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4.8Trustee May Hold Issuer Senior Indebtedness

The Trustee shall be entitled to all the rights set forth in this Article with respect to any Issuer Senior Indebtedness at the time held by it, to the same extent as any other holder of Issuer Senior Indebtedness, and nothing in Section 11.6 or elsewhere in this Indenture shall deprive the Trustee of any of its rights as such holder.

4.9Rights of Holders of Issuer Senior Indebtedness Not Impaired

4.9.1No right of any present or future holder of any Issuer Senior Indebtedness to enforce the subordination herein shall at any time or in any way be prejudiced or impaired by any act or failure to act on the part of the Issuer or by any noncompliance by the Issuer with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with.

4.9.2With respect to the holders of Issuer Senior Indebtedness, (i) the duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture, (ii) the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, (iii) no implied covenants or obligations shall be read into this Indenture against the Trustee and (iv) the Trustee shall not be deemed to be a fiduciary as to such holders.

4.10Article Applicable to Paying Agents

In case at any time any paying agent other than the Trustee shall have been appointed by the Issuer and be then acting hereunder, the term “Trustee” as used in this Article shall in such case (unless the context shall require not otherwise) be construed as extending to and including such paying agent within its meaning as fully for all intents and purposes as if such paying agent were named in this Article in addition to or in place of the Trustee; provided, however, that Sections 4.7 and 4.8 shall not apply to the Issuer if it acts as its own paying agent.

4.11Trustee; Compensation Not Prejudiced

Nothing in this Article shall apply to claims of, or payments to, the Trustee pursuant to Sections 5.4 or 11.8.

ARTICLE 5

COVENANTS OF THE ISSUER

5.1General Covenants

5.1.1The Issuer will duly and punctually pay or cause to be paid to Holders the principal, interest and redemption price, if any, on the TCPL Sub Notes, together with any other amounts payable with respect thereto (including, in the case of default, interest on the amount in default) on the dates, at the places, in the money, and in the manner mentioned herein and in the TCPL Sub Notes.

5.1.2Except as herein otherwise expressly provided, the Issuer will at all times maintain its existence and the Issuer will carry on and conduct its business in a proper and efficient manner and will keep or cause to be kept proper books of account and make or cause to be made therein true and accurate entries of all its dealings and transactions in relation to its business, all in accordance with Generally Accepted Accounting Principles, and at all reasonable times it will

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furnish or cause to be furnished to the Trustee or its duly authorized agent or attorney such information relating to its business as the Trustee may reasonably require, and such books of account shall during regular business hours be open for inspection by the Trustee or such agent or attorney.

5.1.3The Issuer will duly and punctually perform and carry out all of the acts or things to be done by it as provided in this Trust Indenture.

5.2Not to Extend Time for Payment of Interest or Principal

The Issuer covenants that, in order to prevent any accumulation after maturity of unpaid interest or of unpaid TCPL Sub Notes, the Issuer will not directly or indirectly extend or assent to the extension of time for payment of any interest upon any TCPL Sub Notes or of any principal payable in respect of any TCPL Sub Notes and that it will not directly or indirectly be or become a party to or approve any such arrangement by purchasing or funding any interest on the TCPL Sub Notes or any principal thereof or in any other manner and that the Issuer will deliver to the Trustee all TCPL Sub Notes when paid as evidence of such payment.

5.3To Provide Annual Certificate of Compliance

The Issuer covenants that, on or before March 31, 2016, and on or before March 31 in each subsequent year and at any other time if requested by the Trustee, it will furnish to the Trustee an Officer’s Certificate stating that the Issuer has complied with all covenants, conditions and other requirements contained in this Indenture, non-compliance with which would, with the giving of notice, lapse of time or otherwise, constitute an Event of Default hereunder or, if such is not the case, specifying the covenant, condition or other requirement which has not respectively been complied with and giving particulars of such non-compliance and the action, if any, the Issuer proposes to take with respect thereto.

5.4To Pay Trustee’s Remuneration

5.4.1The Issuer covenants that it will pay to the Trustee reasonable remuneration for its services as Trustee hereunder and will pay all costs, charges and expenses properly incurred by the Trustee in connection with the trusts hereof (including reasonable legal fees and disbursements), on demand by the Trustee.

5.4.2Any amount due under this section 5.4 and unpaid 30 days after demand for such payment shall bear interest at the rate normally charged by the Trustee. After default, all amounts so payable and the interest thereon shall be payable out of any funds coming into possession of the Trustee in priority to any payment of the principal of and interest on the TCPL Sub Notes.

5.5Trustee may Perform Covenants

If the Issuer shall fail to perform any of its covenants contained herein, the Trustee may in its discretion, but (subject to section 6.2) need not, notify the Holders of such failure or may itself perform any of such covenants capable of being performed by it and, if any such covenant requires the payment of money, it may make such payment with its own funds, or with money borrowed by it for such purpose, but shall be under no obligation to do so; and all sums so paid shall be payable by the Issuer in accordance with the provisions of section 5.4. No such performance by the Trustee of any covenant contained herein or payment by the Issuer of any sums advanced or borrowed by the Trustee pursuant to the foregoing provisions shall be deemed to relieve the Issuer from any default hereunder.

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ARTICLE 6

DEFAULT AND ENFORCEMENT

6.1Events of Default

6.1.1Each of the following events is an “Event of Default”:

6.1.1.1if an order is made or an effective resolution is passed for the winding-up or liquidation of the Issuer, except in the course of carrying out or pursuant to a transaction in respect of which the conditions of Article 8 are duly observed and performed, or in the event of any other dissolution of the Issuer, by operation of law; or

6.1.1.2if the Issuer makes a general assignment for the benefit of its creditors, or otherwise acknowledges its insolvency, becomes insolvent or is declared bankrupt or consents to the institution of bankruptcy or insolvency proceedings against it under any bankruptcy, insolvency or analogous laws or if a custodian, sequestrator, liquidator, receiver, receiver and manager or any other officer with similar powers is appointed of the Issuer or of the property of the Issuer or any part thereof which is, in the opinion of the Trustee, a substantial part thereof.

6.2Notice of Events of Default

6.2.1If an Event of Default occurs and is continuing the Trustee shall, within 30 days after it becomes aware of the occurrence of such Event of Default, give notice thereof to the Holders, provided that, notwithstanding the foregoing, the Trustee shall not be required to give such notice if the Trustee in good faith shall have decided that the withholding of such notice is in the best interests of such Holders and shall have so advised the Issuer in writing.

6.2.2Where notice of the occurrence of an Event of Default has been given pursuant to section 6.2.1 and the Event of Default is thereafter cured or waived, notice that the Event of Default is no longer continuing shall be given by the Trustee to the Holders within 30 days after the Trustee becomes aware that the Event of Default has been cured or waived.

6.3Acceleration on Default

If any Event of Default has occurred and is continuing, the Trustee may in its discretion and shall upon receipt of a Holders’ Request, subject to section 6.4, by notice in writing to the Issuer, declare the principal of, and interest on, the TCPL Sub Notes of any Series then outstanding and any other moneys payable hereunder to be due and payable and the same shall forthwith become immediately due and payable to the Trustee, notwithstanding anything contained therein or herein to the contrary, and the Issuer shall pay forthwith to the Trustee for the benefit of the Holders of such Series the principal of, and accrued and unpaid interest (including interest on amounts in default) on, such TCPL Sub Notes and all other moneys payable hereunder, together with subsequent interest thereon at the rate borne by such TCPL Sub Notes from the date of such declaration until payment is received by the Trustee. Such payment when made shall be deemed to have been made in discharge of the Issuer’s obligations hereunder and any moneys so received by the Trustee shall be applied as provided in section 6.7.

6.4Waiver of Default

If an Event of Default shall have occurred:

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6.4.1the Holders of not less than a majority of the principal amount of the TCPL Sub Notes shall have the power (in addition to the powers exercisable by Extraordinary Resolution as hereinafter provided) by instrument signed by such Holders to instruct the Trustee to waive any Event of Default hereunder and/or to cancel any declaration made by the Trustee pursuant to section 6.3 and the Trustee shall thereupon waive the default or Event of Default or compliance and/or cancel such declaration upon such terms and conditions as such Holders shall prescribe; and

6.4.2the Trustee, so long as it has not become bound to institute any proceedings hereunder, shall have the power to waive any Event of Default hereunder if, in the Trustee’s opinion, relying on the opinion of Counsel, the same shall have been cured or adequate satisfaction made therefor, and in such event to cancel any such declaration theretofore made by the Trustee in the exercise of its discretion, upon such terms and conditions as the Trustee may consider advisable; provided that no delay or omission of the Trustee or of the Holders to exercise any right or power accruing upon any Event of Default shall impair any such right or power or shall be construed to be a waiver of any such Event of Default or acquiescence therein and provided further that no act or omission either of the Trustee or of the Holders shall extend to or be taken in any manner whatsoever to affect any subsequent Event of Default hereunder or the rights resulting therefrom.

6.5Enforcement by the Trustee

If an Event of Default shall have occurred, but subject to section 6.4 and to the provisions of any Extraordinary Resolution that may be passed by the Holders as hereinafter provided:

6.5.1the Trustee may in its discretion proceed to enforce the rights of the Trustee and of such Holders by any action, suit, remedy or proceeding authorized or permitted by this Indenture or by law or equity; and may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and of the Holders filed in any bankruptcy, insolvency, winding-up or other judicial proceedings relating to the Issuer;

6.5.2no such remedy for the enforcement of the rights of the Trustee or such Holders shall be exclusive of or dependent on any other such remedy, but any one or more of such remedies may from time to time be exercised independently or in combination;

6.5.3all rights of action hereunder may be enforced by the Trustee without the possession of any of the TCPL Sub Notes or the production thereof on the trial or other proceedings relating thereto; and

6.5.4upon the receipt of a Holders’ Request and upon being funded and indemnified to its satisfaction as provided in section 11.4.2, the Trustee shall exercise or take one or more of such remedies as the Holders’ Request may direct or, if the Holders’ Request contains no direction, as the Trustee may consider expedient, provided that if any such Holders’ Request directs the Trustee to take proceedings out of court, the Trustee may in its discretion take judicial proceedings in lieu thereof.

6.6Holders May Not Sue

No Holder of TCPL Sub Notes shall have the right to institute any action, suit or proceeding or to exercise any other remedy authorized or permitted by this Indenture or by law or by equity for the

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purpose of enforcing payment of interest owing on such TCPL Sub Notes, together with any other amounts payable with respect thereto, or for the execution of any trust or power hereunder, unless:

6.6.1such Holder shall previously have given to the Trustee written notice of the occurrence of an Event of Default;

6.6.2the Holders, by Extraordinary Resolution, shall have made a request to the Trustee to take action hereunder or the Holders’ Request referred to in section 6.5.4 shall have been delivered to the Trustee, and the Trustee shall have been offered a reasonable opportunity either itself to proceed to exercise the powers hereinbefore granted or to institute an action, suit or proceeding in its name for such purpose;

6.6.3the Holders or any of them shall have furnished to the Trustee, when requested by the Trustee, sufficient funds and an indemnity in accordance with section 11.4.2; and

6.6.4the Trustee shall have failed to act within a reasonable time thereafter.

In such event but not otherwise, any Holder, acting on behalf of such Holder and all other Holders, shall be entitled to take proceedings in any court of competent jurisdiction, including proceedings to seek enforcement of their rights against the Issuer in an Event of Default, such as the Trustee might have taken under section 6.5, but in no event shall any Holder or combination of Holders have any right to take any other remedy or proceedings out of court; it being understood and intended that no one or more Holders of TCPL Sub Notes shall have any right in any manner whatsoever to enforce any right hereunder or under any TCPL Sub Notes except subject to the conditions and in the manner herein provided, and that all powers and trusts hereunder shall be exercised and all proceedings at law shall be instituted, had and maintained by the Trustee, except only as herein provided, and in any event for the equal benefit of all Holders of outstanding TCPL Sub Notes.

6.7Application of Moneys

Except as otherwise provided herein, any moneys arising from any enforcement hereof, whether by the Trustee or any Holder of TCPL Sub Notes, shall be held by the Trustee and applied by it, together with any moneys then or thereafter in the hands of the Trustee available for the purpose, as follows:

6.7.1first, in payment or reimbursement to the Trustee of the remuneration, expenses, disbursements and advances of the Trustee earned, incurred or made in the administration or execution of the trusts hereunder or otherwise in relation to this Indenture with interest thereon as herein provided;

6.7.2second, in or towards payment of the principal of all of the TCPL Sub Notes then outstanding, and thereafter in or towards payment of the accrued and unpaid interest and interest on overdue interest on such TCPL Sub Notes (or if the Holders by (i) Ordinary Resolution, by signed instrument only, provided that notice of any Ordinary Resolution passed by signed instrument shall be given by the Trustee to the Holders of TCPL Sub Notes within 30 days of the date on which such resolution was passed or (ii) Extraordinary Resolution, shall have directed payments to be made in accordance with any other order of priority, or without priority as between principal and interest, then such moneys shall be applied in accordance with such direction); and

6.7.3third, the surplus (if any) of such moneys shall be paid to the Issuer or as it may direct; provided, however, that no payments shall be made in respect of the principal or interest of

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any TCPL Sub Notes held, directly or indirectly, by or for the benefit of the Issuer or any Affiliate (other than any TCPL Sub Notes pledged for value and in good faith to a Person other than the Issuer or an Affiliate, but only to the extent of such Person’s interest therein), except subject to the prior payment in full of the principal, interest, redemption price, if any, or any other amount payable on indebtedness evidenced by the TCPL Sub Notes or interest on overdue amounts thereof which are not so held.

6.8Distribution of Moneys

Payments to Holders of TCPL Sub Notes pursuant to section 6.7.2 shall be made as follows:

6.8.1at least 21 days’ notice of every such payment shall be given in the manner provided in Article 10 specifying the date and time when and the place or places where such payments are to be made and the amount of the payment and the application thereof as between principal and interest;

6.8.2payment in respect of any TCPL Sub Notes shall be made upon presentation thereof at any one of the places specified in such notice and any such TCPL Sub Notes thereby paid in full shall be surrendered, otherwise a notation of such payment shall be endorsed thereon; but the Trustee may in its discretion dispense with presentation and surrender or endorsement in any special case upon receipt by it of such indemnity as it shall consider sufficient;

6.8.3from and after the date of payment specified in the notice, interest shall accrue only on the amount owing on the TCPL Sub Notes after giving credit for the amount of the payment specified in such notice unless the TCPL Sub Notes in respect of which such amount is owing is duly presented on or after the date so specified and payment of such amount is not made; and

6.8.4the Trustee shall not be required to make any partial or interim payment to Holders unless the moneys in its hands, after reserving therefrom such amount as the Trustee may think necessary to provide for the payments mentioned in section 6.7.1, exceed 5% of the aggregate principal amount of the outstanding TCPL Sub Notes, but it may retain the moneys so received by it and deal with the same as provided in section 11.9 until the money or investments representing the same, with the income derived therefrom, together with any other moneys for the time being under its control, shall be sufficient for such purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth.

6.9Persons Dealing with Trustee

No Person dealing with the Trustee or any of its agents shall be concerned to enquire whether an Event of Default has occurred, or whether the powers which the Trustee is purporting to exercise have become exercisable, or whether any moneys remain due under this Indenture or on the TCPL Sub Notes, or to see to the application of any moneys paid to the Trustee; and in the absence of fraud on the part of such Person, such dealing shall be deemed to be within the powers hereby conferred and to be valid and effective accordingly.

6.10Trustee Appointed Attorney

The Issuer irrevocably appoints the Trustee to be the attorney of the Issuer in the name and on behalf of the Issuer to execute any instruments and do any things which the Issuer ought to execute and do, and has not executed or done, under the covenants and provisions contained in this Indenture and

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generally to use the name of the Issuer in the exercise of all or any of the powers hereby conferred on the Trustee with full powers of substitution and revocation.

6.11Remedies Cumulative

No remedy herein conferred upon or reserved to the Trustee or the Holders of TCPL Sub Notes is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing by law or by statute.

6.12Immunity of Shareholders, Unitholders, Directors, Trustee and Others

The Holders and the Trustee waive and release any right, cause of action or remedy now or hereafter existing in any jurisdiction against any past, present or future incorporator, shareholder, director, agent or officer of the Issuer or of any Successor Entity for the payment of the principal of or interest on any of the TCPL Sub Notes or on any covenant, agreement, representation or warranty by the Issuer contained herein or in the TCPL Sub Notes.

6.13Judgment Against the Issuer

In the case of any judicial or other proceedings to obtain judgment for the principal of or interest on the TCPL Sub Notes, judgment may be rendered against the Issuer in favour of the Holders or in favour of the Trustee, as trustee for the Holders, for any amount which may remain due in respect of the TCPL Sub Notes.

6.14Unconditional Right of Holders to Principal, Premium or Make-Whole Amount, if any, Interest and Additional Amounts

Notwithstanding any other provision in this Indenture, the Holder of any TCPL Sub Notes shall have the right which is absolute and unconditional to payment of the principal of (and premium, if any) and interest on such TCPL Sub Notes on the respective due dates expressed in such TCPL Sub Notes as provided therein and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of the Holder.

ARTICLE 7

SATISFACTION AND DISCHARGE

7.1Cancellation and Destruction

All matured TCPL Sub Notes shall forthwith after payment thereof be delivered to the Trustee and cancelled by it. All TCPL Sub Notes which are cancelled or required to be cancelled under this or any other provision of this Indenture shall be destroyed by the Trustee and, if required by the Issuer, the Trustee shall furnish to it a destruction certificate setting out the designating numbers and denominations of the TCPL Sub Notes so destroyed.

7.2Non-Presentation of TCPL Sub Notes

If the Holder of any TCPL Sub Notes shall fail to present the same for payment on the date on which the principal thereof and the interest thereon or represented thereby becomes payable either at

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maturity or otherwise or shall not accept payment on account thereof and give such receipt therefor (if any) as the Trustee may require:

7.2.1the Issuer shall be entitled to pay to the Trustee and direct it to set aside; or

7.2.2in respect of moneys in the hands of the Trustee which may or should be applied to the payment of the TCPL Sub Notes, the Issuer shall be entitled to direct the Trustee to set aside;

the principal moneys, and the interest, as the case may be, in trust to be paid to the Holder of such TCPL Sub Notes upon due presentation and surrender thereof in accordance with the provisions of this Indenture; and thereupon the principal moneys, and/or the interest payable on or represented by each TCPL Sub Notes in respect whereof such moneys have been set aside shall be deemed to have been paid and thereafter such TCPL Sub Notes shall not be considered as outstanding hereunder and the Holders thereof shall thereafter have no right in respect thereof except that of receiving payment of the moneys so set aside by the Trustee (without interest thereon) upon due presentation and surrender thereof, subject always to the provisions of section 7.3.  Any money so set aside may, and, if remaining unclaimed for 60 days, shall be set aside by the Trustee in trust for such Holders in a bank account.

7.3Repayment of Unclaimed Moneys

Any moneys set aside under section 7.2 and not claimed by and paid to Holders of TCPL Sub Notes within six years after the date of such setting aside shall, subject to applicable law, be repaid to the Issuer by the Trustee on demand and thereupon the Trustee shall be released from all further liability with respect to such moneys and thereafter the Holders in respect of which such moneys were so repaid to the Issuer shall have no rights in respect thereof except to obtain payment of such moneys without interest thereon from the Issuer.

7.4Discharge

Upon proof being given to the reasonable satisfaction of the Trustee that all the TCPL Sub Notes and interest (including interest on amounts in default) thereon have been paid or satisfied or that, all the outstanding TCPL Sub Notes having matured, such payment has been duly provided for by payment to the Trustee or otherwise, and upon payment of all costs, charges and expenses properly incurred by the Trustee in relation to this Indenture and all interest thereon and the remuneration of the Trustee, or upon provision satisfactory to the Trustee being made therefor, the Trustee shall, at the Written Request of the Issuer and at the expense of the Issuer, execute and deliver to the Issuer such deeds or other instruments as shall be necessary to evidence the satisfaction and discharge of this Indenture and to release the Issuer from its covenants contained herein except those relating to the indemnification of the Trustee.

ARTICLE 8

CONSOLIDATION, AMALGAMATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

8.1Issuer May Consolidate, Etc., Only on Certain Terms

The Issuer shall not merge, amalgamate, consolidate or otherwise combine with another other Person or convey, transfer or lease all or substantially all of its assets to any Person, unless:

8.1.1in case the Issuer shall consolidate or amalgamate with or merge into another Person or convey, transfer or lease all or substantially all of its assets to any Person, the Person formed by, or resulting from, such consolidation or amalgamation or into which the Issuer, as the case

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may be, is merged or the Person that acquires by conveyance or transfer, or which leases, all or substantially all of the assets of the Issuer (the “Successor Entity”) shall be a corporation, partnership or trust, organized and validly existing and shall expressly assume and be legally responsible for the TCPL Sub Notes and to perform all obligations of the Issuer under this Indenture, by supplemental indenture satisfactory to the Trustee executed and delivered to the Trustee by such Person;

8.1.2immediately after such consolidation, amalgamation, merger, conveyance, transfer or lease the Successor Entity must not be in default in the performance of the covenants and conditions of this Indenture to be performed by the Issuer;

8.1.3the Issuer has delivered to the Trustee an Officers’ Certificate and an opinion of Counsel, each stating that such consolidation, amalgamation, combination, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

8.2Successor Substituted

Upon any consolidation or amalgamation or combination of the Issuer with, or merger of the Issuer into, any other Person or any conveyance, transfer or lease of all or substantially all of the assets of the Issuer in accordance with section 8.1, the Successor Entity shall succeed to, and be substituted for, and may exercise every right and power of the Issuer under this Indenture with the same effect as if such Successor Entity had been named as the Issuer herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the TCPL Sub Notes.

ARTICLE 9

MEETINGS OF HOLDERS

9.1Right to Convene Meetings

The Trustee may at any time and from time to time and shall, on receipt of a Written Request of the Issuer or a Holders’ Request and upon being indemnified to its reasonable satisfaction by the Issuer or by the Holders signing such Holders’ Request against the costs which may be incurred in connection with the calling and holding of such meeting, convene a meeting of the Holders or the Holders of any Series, depending on who made the request. If the Trustee fails within 30 days after receipt of such Written Request or Holders’ Request and such indemnity to give notice convening a meeting, the Issuer or the Holders, as the case may be, may convene such meeting. Every such meeting shall be held in the city of Calgary, Alberta or at such other place as may be approved or determined by the Trustee.

9.2Serial Meetings

If the business to be transacted at any meeting by resolution, extraordinary or otherwise, especially affects the rights of the Holders of any Series or part of a Series of TCPL Sub Notes in a manner or to an extent substantially differing from that in or to which the rights of the Holders of any other Series or part thereof are affected, then reference to such fact indicating each Series or part of a Series so especially affected shall be made in the notice of the meeting and the meeting shall be and be deemed to be and is herein referred to as a serial meeting.

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9.3Notice of Meetings

At least 21 days’ notice of any meeting of the Holders of TCPL Sub Notes will be given to Holders and a copy thereof shall be sent to the Trustee unless the meeting has been called by the Trustee and to the Issuer unless the meeting has been called by the Issuer. Such notice shall state the time when and the place where the meeting is to be held and shall state briefly the general nature of the business to be transacted thereat, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed at the meeting or any of the provisions of this section 9.3.

9.4Chairman

An individual, who need not be a Holder, nominated in writing by the Trustee shall be chairman of the meeting and if no individual is so nominated or the individual so nominated is unable or unwilling to act or if the individual so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, the Holders present in person or by proxy shall choose an individual present to be chairman.

9.5Quorum

At any meeting of the Holders of TCPL Sub Notes other than a meeting convened for the purpose of considering a resolution proposed to be passed as an Extraordinary Resolution as to which the provisions of section 9.13 shall be applicable, a quorum shall consist of one or more Holders present in person or by proxy and representing at least 25% in principal amount of the outstanding TCPL Sub Notes.  If, however, the meeting is a serial meeting, a quorum shall consist of one or more Holders present in person or by proxy representing at least 25% in principal amount of the outstanding TCPL Sub Notes of each Series or part thereof especially affected as aforesaid.  If a quorum shall not be present within 30 minutes from the time fixed for holding any such meeting, the meeting, if convened by the Holders or pursuant to a Holder’s Request, shall be dissolved; but in any other case, the meeting shall be adjourned to the same day in the next week (unless such day is not a Business Day, in which case it shall be adjourned to the next following Business Day) at the same time and place. At the adjourned meeting, the Holders present in person or by proxy shall form a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent 25% of the principal amount of the outstanding TCPL Sub Notes or the outstanding TCPL Sub Notes of each Series, as the case may be.

9.6Power to Adjourn

The chairman of any meeting at which a quorum is present may, with the consent of the Holders of a majority in principal amount of the outstanding TCPL Sub Notes represented thereat, adjourn any such meeting and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe.

9.7Show of Hands

Every question submitted to a meeting of Holders of TCPL Sub Notes shall be decided in the first place by a majority of the votes given on a show of hands, except that votes on Extraordinary Resolutions shall be given in the manner hereinafter provided. At such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact.

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9.8Poll

On every Extraordinary Resolution, and on any other question submitted to a meeting, when demanded by the chairman or by one or more Holders and/or proxies for Holders holding at least 5% of the principal amount of the TCPL Sub Notes represented thereat, a poll shall be taken in such manner and either at once or after an adjournment as the chairman shall direct. Questions other than Extraordinary Resolutions shall, if a poll is taken, be decided by the votes of the Holders of a majority in principal amount of the TCPL Sub Notes represented at the meeting and voted on the poll.

9.9Voting

On a show of hands, every Person who is present and entitled to vote, whether as a Holder or as proxy, shall have one vote. On a poll, each Holder present in person or represented by a duly appointed proxy shall be entitled to one vote in respect of each $1,000 principal amount of TCPL Sub Notes of which he shall then be the Holder. A proxy need not be a Holder. In the case of joint registered Holders of TCPL Sub Notes, any one of them present in person or by proxy at the meeting may vote in the absence of the other or others; but in case more than one of them are present in person or by proxy, they shall vote together in respect of the TCPL Sub Notes of which they are joint registered Holders.  At a serial meeting no Ordinary Resolution shall be deemed to have been validly passed or adopted unless there shall have been given in favour thereof not less than a majority of the votes given respectively by the Holders of each Series of TCPL Sub Notes or part thereof especially affected as aforesaid.

9.10Regulations

The Trustee or the Issuer, with the approval of the Trustee, may from time to time make and from time to time vary such regulations as it shall from time to time think fit providing for:

9.10.1voting by proxy and the form of the instrument appointing a proxy (which shall be in writing) and the manner in which the same shall be executed and for the production of the authority of any Person signing on behalf of a Holder;

9.10.2the deposit of instruments appointing proxies at such place as the Trustee, the Issuer or the Holders convening the meeting, as the case may be, may in the notice convening the meeting direct and the time, if any, before the holding of the meeting or any adjournment thereof by which the same shall be deposited;

9.10.3the deposit of instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of instruments appointing proxies to be mailed, cabled, telegraphed, telecopied or sent by telex before the meeting to the Issuer or to the Trustee at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; and

9.10.4the calling of a meeting of Holders of TCPL Sub Notes and the conduct of business thereat.

Any regulations so made shall be binding and effective on the Holders of TCPL Sub Notes and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only Persons who shall be recognized at any meeting as the Holders of any TCPL Sub Notes, or as entitled to vote or (other than as set forth in Section 9.11 below) be present at the meeting in respect thereof, shall be Holders of TCPL Sub Notes and persons whom such Holders have duly appointed as their proxies.

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9.11Issuer and Trustee May Be Represented

The Issuer and the Trustee, by their respective officers, directors, employees, agents and legal advisers, may attend any meeting of the Holders, but shall have no vote as such.

9.12Powers Exercisable by Extraordinary Resolution

In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Holders of TCPL Sub Notes shall have the following powers exercisable from time to time by Extraordinary Resolution, provided that, without the consent of each Holder, affected thereby, the Trustee may not (a) extend the stated maturity of the principal of the Trust Notes, (b) reduce the principal amount thereof or reduce the rate or extend the time of payment of interest thereon, (c) reduce any amount payable on redemption thereof, (d) change the place at which or currency in which principal and interest payments are to be made, (e) reduce the amount of any original issue discount security payable upon acceleration or provable in bankruptcy or impair the right to institute suit for the enforcement of any payment on any of the TCPL Sub Notes when due, or (f) reduce the aforesaid percentage in principal amount of the TCPL Sub Notes:

9.12.1power to approve any change whatsoever in any of the provisions of this Indenture or the TCPL Sub Notes and any modification, abrogation, alteration, compromise or arrangement of the rights of the Holders and/or the Trustee (subject to the consent of the Trustee) against the Issuer or against their undertaking, property and assets or any part thereof, whether such rights arise under this Indenture or the TCPL Sub Notes or otherwise;

9.12.2power to approve any scheme for the reconstruction or reorganization of the Issuer or for the consolidation, amalgamation or merger of the Issuer with any other corporation or for any transfer, sale or lease, in each case whereby all or substantially all of the undertaking, property and assets of the Issuer would become the property of another Person or, in the case of any such amalgamation, of the continuing corporation resulting therefrom, provided that no such approval shall be necessary in respect of any such transaction if the provisions of Article 8 shall have been complied with;

9.12.3power to direct or authorize the Trustee to exercise any power, right, remedy or authority given to it by this Indenture or the TCPL Sub Notes in any manner specified in such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority;

9.12.4power to waive and direct the Trustee to waive any default or Event of Default and/or cancel any declaration made by the Trustee pursuant to section 6.3 either unconditionally or upon any conditions specified in such Extraordinary Resolution;

9.12.5power to restrain any Holder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, interest or redemption price, if any, of any TCPL Sub Notes, together with any other amounts payable with respect thereto, or for the execution of any trust or power hereunder or for any other remedy hereunder;

9.12.6power to direct any Holder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same in the manner directed by such Extraordinary Resolution upon payment, if the taking of such action, suit or proceeding shall have been permitted by section 6.6, of the costs, charges and expenses reasonably and properly incurred by such Holder in connection therewith;

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9.12.7power to appoint a committee to consult with the Trustee (and to remove any committee so appointed) and to delegate to such committee (subject to such limitations, if any, as may be prescribed in such Extraordinary Resolution) all or any of the powers which the Holders may exercise by Extraordinary Resolution under this section 9.12; the Extraordinary Resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee; such committee shall consist of such number of individuals (who need not be Holders) as shall be prescribed in the Extraordinary Resolution appointing it; subject to the Extraordinary Resolution appointing it, every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number, the manner in which it may act and its procedure generally and such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by resolution signed in one or more counterparts by a majority of the members thereof or the number of members thereof necessary to constitute a quorum, whichever is the greater; all acts of any such committee within the authority delegated to it shall be binding upon all Holders of such TCPL Sub Notes;

9.12.8power to agree to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any securities of the Issuer;

9.12.9power to authorize the distribution in specie of any shares, bonds, debentures or other securities or obligations and/or cash or other consideration received or the use or disposition of the whole or any part of such shares, bonds, debentures or other securities or obligations and/or cash or other consideration in such manner and for such purpose as may be considered advisable and specified in such Extraordinary Resolution;

9.12.10power to approve the exchange of the TCPL Sub Notes for or the conversion thereof into bonds, debentures or other securities or obligations of the Issuer or of any Person formed or to be formed;

9.12.11power to remove the Trustee from office and to appoint a new Trustee or Trustees; and

9.12.12power to amend, alter or repeal any Extraordinary Resolution previously passed or approved by the Holders or by any committee appointed pursuant to section 9.12.7.

9.13Meaning of “Extraordinary Resolution”

9.13.1The expression “Extraordinary Resolution” when used in this Indenture means, subject as hereinafter provided in this section 9.13, either (i) the written consent of Holders of not less than a majority of the principal amount of the TCPL Sub Notes, or the applicable Series of TCPL Sub Notes, or (ii) a resolution proposed to be passed as an Extraordinary Resolution at a meeting of Holders of TCPL Sub Notes duly convened for the purpose and held in accordance with the provisions of this section 9.13 at which the Holders of not less than a majority of the principal amount of the TCPL Sub Notes, or of each applicable Series of TCPL Sub Notes if a serial meeting, then outstanding are present in person or by proxy and passed by the favourable votes of the Holders of not less than 662/3% of the principal amount of TCPL Sub Notes represented at the meeting and voted on a poll upon such resolution.  At a serial meeting such resolution must receive the affirmative vote upon a poll of not less than 662/3% of the votes given by the Holders of each Series of TCPL Sub Notes or part thereof especially affected thereby.

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9.13.2If at any such meeting the Holders of not less than a majority of the principal amount of the TCPL Sub Notes, or TCPL Sub Notes of each Series, as the case may be, then outstanding are not present in person or by proxy within 30 minutes after the time appointed for the meeting, then the meeting, if convened by the Holders or pursuant to a Holder’s Request, shall be dissolved; but in any other case, it shall be adjourned to such date, being not less than 21 nor more than 60 days later, and to such place and time as may be appointed by the chairman. Not less than 10 days’ notice shall be given of the time and place of such adjourned meeting in the manner provided in Article 10. Such notice shall state that at the adjourned meeting the Holders present in person or by proxy shall form a quorum, but it shall not be necessary to set forth the purposes for which the meeting was originally called or any other particulars. At the adjourned meeting, the Holders present in person or by proxy shall form a quorum and may transact the business for which the meeting was originally convened and a resolution proposed at such adjourned meeting and passed in accordance with section 9.13.1 shall be an Extraordinary Resolution within the meaning of this Indenture, notwithstanding that the Holders not less than a majority of the principal amount of the TCPL Sub Notes then outstanding are not present in person or by proxy at such adjourned meeting.

9.13.3Votes on an Extraordinary Resolution shall always be given on a poll and no demand for a poll on an Extraordinary Resolution shall be necessary.

9.14Powers Cumulative

It is hereby declared and agreed that any one or more of the powers and/or any combination of the powers in this Indenture stated to be exercisable by the Holders by Extraordinary Resolution or otherwise may be exercised from time to time and the exercise of any one or more of such powers or any combination of powers from time to time shall not be deemed to exhaust the right of the Holders to exercise the same or any other such power or powers or combination of powers thereafter from time to time.

9.15Minutes

Minutes of all resolutions and proceedings at every meeting of Holders shall be made and duly entered in books to be provided for that purpose by the Trustee at the expense of the Issuer, and any such minutes, if signed by the chairman of the meeting at which such resolutions were passed or proceedings had, or by the chairman of the next succeeding meeting of the Holders, shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting, in respect of the proceedings of which minutes shall have been made, shall be deemed to have been duly held and convened, and all resolutions passed or proceedings had thereat, to have been duly passed and had.

9.16Signed Instruments

Any action which may be taken and any power which may be exercised by the Holders at a meeting held as hereinbefore in this Article provided may also be taken and exercised by the Holders of not less than a majority of the principal amount of the outstanding TCPL Sub Notes, or the applicable Series of Trust Notes, by signed instrument and the expression “Extraordinary Resolution” when used in this Indenture shall include an instrument so signed. Notice of any Extraordinary Resolution passed in accordance with this section 9.16 shall be given by the Trustee to the Holders of TCPL Sub Notes within 30 days of the date on which such Extraordinary Resolution was passed.

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9.17Binding Effect of Resolutions

Every Ordinary Resolution and every Extraordinary Resolution passed in accordance with the provisions of this Article 9 at a meeting of Holders of TCPL Sub Notes shall be binding upon all the Holders of TCPL Sub Notes to which such resolution relates, whether present at or absent from such meeting, and every instrument signed by Holders of TCPL Sub Notes in accordance with section 9.16 shall be binding upon all the Holders of TCPL Sub Notes to which such resolution relates, whether signatories thereto or not, and each and every Holder, the Issuer and the Trustee (subject to the provisions for its indemnity herein contained) shall be bound to give effect to every such Ordinary Resolution, Extraordinary Resolution and instrument.

9.18Evidence of Rights of Holders

Any request, direction, notice, consent or other instrument which this Indenture may require or permit to be signed or executed by the Holders may be in any number of concurrent instruments of similar tenor and may be signed or executed by such Holders in person or by attorney duly appointed in writing. Proof of the execution of any such request, direction, notice, consent or other instrument or of a writing appointing any such attorney shall be sufficient for any purpose of this Indenture if made in the following manner, namely, the fact and date of the execution by any Person of such request, direction, notice, consent or other instrument or writing may be proved by the certificate of any notary public, or other officer authorized to take acknowledgements of deeds to be recorded at the place where such certificate is made, that the Person signing such request, direction, notice, consent or other instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness of such execution or in any other manner which the Trustee may consider adequate.

The Trustee may, nevertheless, in its discretion require further proof in cases where it considers further proof necessary or desirable or may accept such other proof as it shall consider proper.

ARTICLE 10

NOTICES

10.1Notice to the Issuer

Any notice to the Issuer under the provisions of this Indenture shall be valid and effective if delivered personally to, by facsimile to or, subject to section 10.5, if given by first class mail, postage prepaid, addressed to TransCanada PipeLines Limited 450 - 1st Street SW, Calgary, Alberta T2P 5H1, Attention: Corporate Secretary, facsimile: (403) 920-2467, and shall be deemed to have been given on the date of delivery, the Business Day immediately following the date such notice has been sent by facsimile or on the third Business Day after such letter has been mailed, as the case may be. The Issuer may from time to time notify the Trustee of a change in address which thereafter, until changed by further notice, shall be the address of the Issuer for all purposes of this Indenture.

10.2Notice to Holders

Except as otherwise expressly provided herein, all notices to be given hereunder with respect to the TCPL Sub Notes shall be valid and effective if such notice is delivered personally or, subject to section 10.5, is sent by first class mail, postage prepaid, addressed to the Holders of the TCPL Sub Notes at their post office addresses appearing in any of the registers hereinbefore mentioned or, if the Holder is a Clearing Agency, in accordance with Section 10.4. For greater certainty, in the event that a Clearing Agency is the Holder, notice to Holders shall be valid and effective if such notice is delivered only to the Clearing Agency. Any notice so delivered or sent by mail shall be deemed to have been given on the day upon which it is delivered or mailed, as the case may be. Any accidental error, omission or failure in

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giving or in delivering or mailing any such notice or the non-receipt of any such notice by any Holder shall not invalidate or otherwise prejudicially affect any action or proceeding founded thereon.

10.3Notice to the Trustee

Any notice to the Trustee under the provisions of this Indenture shall be valid and effective if delivered personally to, by facsimile to or, subject to section 10.5, if given by first class mail, postage prepaid, addressed to, Computershare Trust Company of Canada, #600, 530 — 8th Avenue, S.W., Calgary, AB, T2P 3S8, Attention: Manager, Corporate Trust (Facsimile: 403.267.6598) and shall be deemed to have been given on the date of delivery, the Business Day immediately following the date such notice has been sent by facsimile or on the third Business Day after such letter has been mailed, as the case may be. The Trustee may from time to time notify the Issuer of a change in address which thereafter, until changed by further notice, shall be the address of the Trustee for all purposes of this Indenture.

10.4Notice to a Clearing Agency

Any notice to a Clearing Agency under the provisions of this Indenture shall be valid and effective if delivered personally to, by facsimile to or, subject to section 10.5, if given by registered mail, postage prepaid, addressed to the Clearing Agency at its address as listed on the register maintained by the Trustee or as otherwise provided to the Issuer and shall be deemed to have been given on the date of delivery, the Business Day immediately following the date such notice has been sent by facsimile or on the third Business Day after such letter has been mailed, as the case may be. A Clearing Agency may from time to time notify the Issuer of a change in address which thereafter, until changed by further notice, shall be the address of the Clearing Agency for all purposes of this Indenture.

10.5Mail Service Interruption

If the Trustee determines that mail service is or is threatened to be interrupted at the time when the Trustee is required or elects to give any notice to the Holders hereunder, the Trustee shall, notwithstanding the provisions hereof, give such notice by means of publication in The Globe and Mail, national edition, or any other English language daily newspaper or newspapers of general circulation in Canada and, if TCPL Sub Notes were initially distributed in the United States, in the Wall Street Journal or another financial newspaper of general circulation in New York, New York, once in each of two successive weeks, and notice so published shall be deemed to have been given on the latest date on which the first publication has taken place.

If, by reason of any actual or threatened interruption of mail service due to strike, lock-out or otherwise, any notice to be given to the Trustee or to the Issuer would be unlikely to reach its destination in a timely manner, such notice shall be valid and effective only if delivered personally in accordance with sections 10.1 or 10.3, as the case may be.

ARTICLE 11

CONCERNING THE TRUSTEE

11.1Trust Indenture Legislation

11.1.1In this Article 11, the term “Indenture Legislation” means the provisions, if any, of the Canada Business Corporations Act (Canada) and any other statute of Canada or a province thereof, the U.S. Trust Indenture Act of 1939, as amended, and of the regulations under any such statutes, relating to trust indentures providing for the issue or guarantee of debt obligations by

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corporations and to the rights, duties and obligations of trustees under such trust indentures and of corporations issuing or guaranteeing debt obligations under trust indentures, to the extent that such provisions are at the time in force and applicable to this Indenture or the Issuer.

11.1.2If and to the extent that any provision of this Indenture limits, qualifies or conflicts with a mandatory requirement of Indenture Legislation, such mandatory requirement shall prevail.

11.1.3At all times in relation to this Indenture and any action to be taken hereunder, the Issuer and the Trustee each shall observe and comply with Indenture Legislation and the Issuer, the Trustee and each Holder shall be entitled to the benefits of Indenture Legislation.

11.2No Conflict of Interest

The Trustee is trustee in respect of the TCPL Sub Notes. The Trustee, to the best of its knowledge at the time of execution and delivery of this Indenture, represents to the Issuer that, at the date of the execution and delivery of this Indenture, there exists no material conflict of interest in the role of the Trustee as a fiduciary hereunder. If at any time a material conflict of interest exists in the Trustee’s role as a fiduciary hereunder, the Trustee shall, within 90 days after ascertaining that such a material conflict of interest exists, either eliminate the same or else resign from the trusts hereunder by giving notice in writing to the Issuer at least 21 days prior to such resignation and shall thereupon be discharged from all further duties and liabilities hereunder. If the Trustee has a material conflict of interest, the validity and enforceability of this Indenture, any supplemental indenture and any TCPL Sub Notes will not be affected in any manner by reason only of the existence of such material conflict of interest.

11.3Qualifications of Trustee

No Person will be eligible to be appointed as Trustee hereunder, or to continue to act as Trustee at any time, other than a company incorporated under the laws of Canada or of a province or territory of Canada that, at such time, is resident in Canada for purposes of the Income Tax Act (Canada) and is authorized and qualified to carry on the business of a trust company under the laws of Ontario and every other jurisdiction where such authorization or qualification is necessary to enable it to act as a trustee hereunder.

11.4Rights and Duties of Trustee

11.4.1In the exercise of the rights and duties prescribed or conferred by the terms of this Indenture, the Trustee shall exercise that degree of care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances.

11.4.2The obligation of the Trustee to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Trustee or the Holders hereunder shall be conditional upon the Holders furnishing, when required by notice in writing by the Trustee, sufficient funds and indemnity to commence or continue such act, action or proceeding and indemnity reasonably satisfactory to the Trustee to protect and hold harmless the Trustee against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers.

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11.4.3The Trustee may, before commencing or at any time during the continuance of any such act, action or proceeding, require the Holders at whose instance it is acting to deposit with the Trustee the TCPL Sub Notes held by them, for which TCPL Sub Notes the Trustee shall issue receipts.

11.4.4Every provision of this Indenture that by its terms relieves the Trustee of liability or entitles it to rely upon any evidence submitted to it is subject to the provisions of Indenture Legislation, this section 11.4 and section 11.5.

11.5Evidence, Experts and Advisers

11.5.1In addition to the reports, certificates, opinions, statutory declarations and other evidence required by this Indenture, the Issuer shall furnish to the Trustee such additional evidence of compliance with any provisions hereof, and in such form, as may be prescribed by Indenture Legislation or as the Trustee may reasonably require by written notice to the Issuer.

11.5.2In the exercise of its rights, duties and obligations, the Trustee may act and rely on the truth of the statements and the accuracy of the opinions expressed therein and upon statutory declarations, opinions, reports, certificates or other evidence referred to in section 11.5.1, provided that the Trustee examines the same and determines that such evidence complies with the applicable requirements of this Indenture and of Indenture Legislation. The Trustee shall be entitled to act and rely on the genuineness and authenticity of any such writing submitted to it. It shall not be necessary for the Trustee to ascertain whether or not the persons who have executed, signed or otherwise issued the documents have authority to do so or that they are the same persons named therein.

11.5.3The Trustee may employ or retain such Counsel, auditors, accountants, appraisers or other experts or advisers, whose qualifications give authority to any opinion or report made by them, as it may reasonably require for the purpose of determining or discharging its duties hereunder, may pay their reasonable fees and disbursements without taxation of costs of any counsel and shall not be responsible for any misconduct on the part of any of them. Any remuneration so paid by the Trustee shall be repaid in accordance with section 5.4.

11.5.4The Trustee may act and rely and shall be protected in acting and relying in good faith on the opinion or advice or information obtained from any counsel, auditors, accountants, appraisers or other expert or advisers, whether retained or employed by the Trustee in accordance with section 11.5.3 or by the Issuer, in relation to any manner arising in the performance of its duties under the Trust Indenture.

11.5.5Proof of execution of any document or instrument in writing, including a Holders’ Request, may be satisfied by a certificate of a notary public or other officer with similar powers certifying that the person signing such instrument acknowledged to him the execution thereof or by an affidavit of a witness to such execution or any other manner the Trustee considers adequate.

11.6Trustee May Deal in TCPL Sub Notes

The Trustee may buy, sell, lend upon and deal in the TCPL Sub Notes or other securities of the Issuer, either with the Issuer or otherwise, and generally contract and enter into financial transactions with the Issuer or otherwise, without being liable to account for any profits made thereby.

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11.7Trustee Not Required to Give Security

The Trustee shall not be required to give any bond or security in respect of the execution of the trusts and powers of this Indenture or otherwise in respect of this Indenture.

11.8Protection of Trustee

By way of supplement to the provisions of any law for the time being relating to trustees, it is expressly declared and agreed as follows:

11.8.1the Trustee shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the TCPL Sub Notes (except the representation contained in section 11.2 and in the certificate of the Trustee on the TCPL Sub Notes) or required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Issuer;

11.8.2nothing herein contained shall impose any obligation on the Trustee to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto;

11.8.3the Trustee shall not be:

11.8.3.1bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall have been required to do so under the terms hereof; or

11.8.3.2required to take notice of any default hereunder, unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Trustee and in the absence of any such notice, the Trustee may conclusively assume that no default has occurred in the observance and performance of any of the representations, warranties, covenants, agreements or conditions contained in this Indenture, and any such notice shall in no way limit any discretion herein given to the Trustee to determine whether or not the Trustee shall take action with respect to any default;

11.8.4the Trustee shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Issuer of any of the covenants herein contained or of any acts of the agents of the Issuer;

11.8.5the Trustee shall not be liable for any action taken or omitted by it, or any action suffered by it except through its own negligence or willful misconduct;

11.8.6the Issuer shall indemnify and save harmless the Trustee and its officers, directors, employees, representatives and agents from and against any and all liability, losses, costs, claims, actions or demands whatsoever brought against the Trustee which it may suffer or incur as a result of or arising out of the performance of its duties and obligations under this Indenture, including any and all legal fees and disbursements of whatever kind or nature, save only in the event of the negligent action, the negligent failure to act or the willful misconduct of the Trustee or any of its officers, directors, employees, representatives or agents; and it is understood and agreed that this indemnity will survive the termination or discharge of this Indenture and the resignation or removal of the Trustee;

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11.8.7the Trustee will not be responsible for any error made or act done by it resulting from reliance upon the signature of any Person on behalf of any Person on whose signature the Trustee may be called upon or entitled to act or refrain from acting under this Indenture nor shall the Trustee be responsible for relying on the accuracy of the information contained in any such document provided it honestly and in good faith believes such information to be correct.

11.8.8the Trustee shall not be required to give security for the execution of the trusts or its conduct or administration under this Indenture;

11.8.9the Trustee will not be required to disburse monies according to this Indenture except to the extent that monies have been deposited with it;

11.8.10none of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified as aforesaid and provided with sufficient funds or to give any bond or security in respect of the trust and powers of this Indenture;

11.8.11the Trustee shall retain the right not to act and shall not be held liable for refusing to act unless it receives clear and reasonable documentation which complies with the terms of this Indenture.  Such documentation must not require the exercise of any discretion or independent judgment, except as otherwise provided herein;

11.8.12the Issuer shall provide to the Trustee an incumbency certificate setting out the names and sample signatures of persons authorized to give instructions to the Trustee hereunder.  The Trustee shall be entitled to rely on such certificate until a revised certificate is provided to it hereunder.  The Trustee shall be entitled to refuse to act upon any instructions given by a party which are signed by any person other than a person described in the incumbency certificate provided to it pursuant to this section; and

11.8.13the Trustee shall be entitled to rely, and act upon, on any direction, order, instruction, notice or other communication provided to it hereunder which is sent to it by facsimile or electronic transmission.

11.9Investment of Trust Moneys

11.9.1Unless otherwise provided in this Indenture, any moneys held by the Trustee, which under the trusts of this Indenture may or ought to be invested or which may be on deposit with the Trustee or which may be in the hands of the Trustee, may be invested and reinvested in the name or under the control of the Trustee, upon the written direction of the Issuer, in Authorized Investments.

11.9.2Upon receipt of a direction from the Issuer, the Trustee shall invest any moneys held by it in Authorized Investments in its name in accordance with such direction. Any direction from the Issuer to the Trustee shall be in writing and shall be provided to the Trustee no later than 9:00 a.m. (Mountain time) on the day on which the investment is to be made. Any such direction received by the Trustee after 9:00 a.m. (Mountain time) or received on a non-Business Day shall be deemed to have been given prior to 9:00 a.m. (Mountain time) on the next Business Day.

11.9.3In the event that the Trustee does not receive a direction or only a partial direction, the Trustee may hold cash balances constituting part or all of the funds and may, but need not,

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invest same in its deposit department, the deposit department of one of its Affiliates, or the deposit department of a Canadian chartered bank; but the Trustee and its Affiliates, or a Canadian chartered bank shall not be liable to account for any profit to any parties to this Indenture or to any person or entity other than at a rate, if any, established from time to time by the Trustee or its Affiliates or a Canadian chartered bank.

11.9.4The Trustee shall not be liable for any loss or losses realized on such investments, negligence, willful acts or defaults only excepted.

11.10Action by Trustee to Protect Rights

The Trustee shall have the power to institute and maintain all and any such actions, suits or proceedings as it may consider necessary or expedient to preserve, protect or enforce its rights and the rights of the Holders of the TCPL Sub Notes.

11.11Replacement of Trustee

11.11.1The Trustee may resign its trust and thereupon be discharged from all further duties and liabilities hereunder by giving to the Issuer 90 days’ notice in writing or such shorter notice as the Issuer may accept as sufficient. The Holders by Extraordinary Resolution shall have power at any time to remove the Trustee and to appoint a new trustee hereunder. In the event of the Trustee resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation, ceasing to be a resident of Canada for the purposes of the Income Tax Act (Canada) or otherwise becoming incapable of acting hereunder, the Issuer shall forthwith appoint a new trustee hereunder unless a new trustee has already been appointed by the Holders; failing such appointment by the Issuer, the retiring trustee hereunder at the expense of the Issuer or any Holder may apply to a Judge of the Superior Court of Justice of Ontario, on such notice as such Judge may direct, for the appointment of a new trustee hereunder; but any trustee so appointed by the Issuer or by the Court shall be subject to removal as aforesaid by the Holders. Any new trustee hereunder appointed under any provision of this section 11.11 shall be a company that meets the requirements of section 11.2 and shall certify that it will not have any material conflict of interest upon becoming trustee hereunder and that it is a resident of Canada for the purposes of the Income Tax Act (Canada).

11.11.2On any new appointment, the new Trustee shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Trustee without further assurance, conveyance, act or deed; but there will be immediately executed, at the expense of the Issuer, all such conveyances or other instruments as may, in the opinion of Counsel, be necessary or advisable for the purpose of assuring such powers, rights, duties and responsibilities of the new Trustee, provided that any resignation or removal of the Trustee and appointment of a successor Trustee shall have been evidenced by the execution of an appropriate instrument and, at the request of the Issuer, the predecessor Trustee, upon payment of its outstanding remuneration and expenses, shall execute and deliver to the successor Trustee an appropriate instrument transferring to such successor Trustee all rights and powers of the Trustee hereunder.

11.11.3On any new appointment, the Issuer shall promptly give notice thereof to the Holders.

11.11.4Any corporation into which the Trustee may be merged or with which it may be consolidated or amalgamated, or any corporation resulting from any merger, consolidation or amalgamation to which the Trustee shall be a party or any corporation to which the Trustee has

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transferred substantially all of its corporate trust business, shall be the successor Trustee under this Indenture without the necessity of the execution of any instrument or any further act.

11.12Acceptance of Trusts

The Trustee accepts the trusts in this Indenture declared and provided for and agrees to perform the same upon the terms and conditions herein set forth and in trust for the various Persons who shall from time to time be Holders, subject to the terms and conditions herein set forth.

11.13Compliance with Privacy Legislation

11.13.1The Issuer acknowledges that the Trustee may, in the course of providing services hereunder, collect or receive financial and other personal information about such parties and/or their representatives, as individuals, or about other individuals related to the subject matter hereof, and use such information for the following purposes:

11.13.1.1to provide the services required under this Indenture and other services that may be requested from time to time;

11.13.1.2to help the Trustee manage its servicing relationships with such individuals;

11.13.1.3to meet the Trustee’s legal and regulatory requirements; and

11.13.1.4if social insurance numbers are collected by the Trustee, to perform tax reporting and to assist in verification of an individual’s identity for security purposes.

11.13.2The Issuer acknowledges and agrees that the Trustee may receive, collect, use and disclose personal information provided to it or acquired by it in the course of its acting as agent hereunder for the purposes described above and, generally, in the manner and on the terms described in its privacy code, which the Trustee shall make available on its website or upon request, including revisions thereto. Some of this personal information may be transferred to servicers in the United States for data processing and/or storage. Further, the Issuer agrees that it shall not provide or cause to be provided to the Trustee any personal information relating to an individual who is not a party to this Indenture unless the Issuer has assured itself that such individual understands and has consented to the aforementioned uses and disclosures.

11.14Compliance with Anti-Money Laundering Legislation

The Trustee shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Trustee, in its sole judgment, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering, anti-terrorist or economic sanctions legislation, regulation or guideline. Further, should the Trustee, in its sole judgment, determine at any time that its acting under this Indenture has resulted in its being in non-compliance with any applicable anti-money laundering, anti-terrorist or economic sanctions legislation, regulation or guideline, then it shall have the right to resign on ten (10) days written notice to the other parties to this Indenture, provided (i) that the Trustee’s written notice shall describe the circumstances of such non-compliance; and (ii) that if such circumstances are rectified to the Trustee’s satisfaction within such ten (10) day period, then such resignation shall not be effective.

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ARTICLE 12

SUPPLEMENTAL INDENTURES

12.1Supplemental Indentures

From time to time the Trustee and the Issuer may and, when required by this Indenture, they shall, execute, acknowledge and deliver by their proper officers deeds or indentures supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes:

12.1.1adding to the provisions hereof such additional covenants of the Issuer, enforcement provisions and other provisions for the protection of the Holders of TCPL Sub Notes and/or providing for events of default in addition to those herein specified;

12.1.2making such provisions not inconsistent with this Indenture as may be necessary or desirable with respect to matters or questions arising hereunder, including the making of any modifications in the form of the TCPL Sub Notes which do not affect the substance thereof and which, in the opinion of the Trustee (relying on the opinion of Counsel), it may be expedient to make, provided that the Trustee shall be of the opinion (relying on the opinion of Counsel) that such provisions and modifications will not be materially prejudicial to the rights of the Holders;

12.1.3evidencing the succession, or successive successions, of any other Person to the Issuer and the covenants of and obligations assumed by any such successor in accordance with the provisions of this Indenture;

12.1.4giving effect to any Extraordinary Resolution passed as provided in Article 9;

12.1.5making any additions to, deletions from or alterations of the provisions of this Indenture (including any of the terms and conditions of the TCPL Sub Notes) which, in the opinion of the Trustee (relying on the opinion of Counsel), are not materially prejudicial to the rights of the Holders and which are necessary or advisable in order to incorporate, reflect or comply with Indenture Legislation;

12.1.6adding to or altering the provisions hereof in respect of the transfer of any TCPL Sub Notes, including provision for the exchange of TCPL Sub Notes of different denominations, in a manner which, in the opinion of the Trustee (relying on the opinion of Counsel), is not materially prejudicial to the rights of the Holders;

12.1.7correcting or rectifying any ambiguities, defective provisions, errors or omissions herein, provided that, in the opinion of the Trustee (relying on the opinion of Counsel), neither the rights of the Trustee nor the Holders are materially prejudiced thereby;

12.1.8providing for the issue of TCPL Sub Notes of any one or more Series; and

12.1.9any other purpose not inconsistent with the terms of this Indenture provided that, in the opinion of the Trustee (relying on the opinion of Counsel), the rights of the Trustee and of the Holders are in no way materially prejudiced thereby;

provided that the Trustee may in its discretion decline to enter into any supplemental indenture which in the opinion of the Trustee would materially prejudice the Trustee when the supplemental indenture shall become effective.

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ARTICLE 13

MISCELLANEOUS

13.1Counterparts

This Indenture may be executed in several counterparts including by facsimile or in electronic form, each of which when so executed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution shall be deemed to bear the same date as of the date hereof.

13.2Language of Indenture

The parties hereto have requested that this document, including the Schedules, be drafted in the English language.

Les parties ont demandé que le présent document, y compris les annexes, soit rédigé en langue anglaise.

13.3Benefit of Indenture

Except as provided in Article 4, nothing in this Indenture or in the TCPL Sub Notes, express or implied, will give to any Person, other than the parties to this Indenture, any Paying Agent, any registrar of TCPL Sub Notes and their successors under this Indenture and the Holders of TCPL Sub Notes, any benefit or any legal or equitable right, remedy or claim under this Indenture.

13.4Assignment

This Indenture may not be assigned by any party without the prior written consent of the other parties.

13.5SEC Reporting Issuer Status

The Issuer confirms that it has either (i) a class of securities registered pursuant to Section 12 of the US Securities Exchange Act of 1934, as amended; or (ii) a reporting obligation pursuant to Section 15(d) of the US Securities Exchange Act, and has provided the Trustee with an Officers’ Certificate (in a form provided by the Trustee) certifying such reporting obligation and other information as requested by the Trustee. The Issuer covenants that in the event that any such registration or reporting obligation shall be terminated by the Issuer in accordance with the US Securities Exchange Act of 1934 as amended, the Issuer shall promptly notify the Trustee of such termination and such other information as the Trustee may require at the time.  The Issuer acknowledges that the Trustee is relying upon the foregoing representation and covenants in order to meet certain United States Securities and Exchange Commission (“SEC”) obligations with respect to those clients who are filing with the SEC.

13.6Force Majeure

Except for the payment obligations of the Issuer contained herein, neither party shall be liable to the other, or held in breach of this Indenture, if prevented, hindered, or delayed in the performance or observance of any provision contained herein by reason of act of God, riots, terrorism, acts of war, epidemics, governmental action or judicial order, earthquakes, or any other similar causes (including, but not limited to, mechanical, electronic or communication interruptions, disruptions or failures).

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Performance times under this Indenture shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section.

[REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]

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IN WITNESS WHEREOF the parties hereto have executed this Indenture under the hands of their proper officers duly authorized in that behalf.

TRANSCANADA PIPELINES LIMITED
By:	(signed) “Joel E. Hunter”
Name:	Joel E. Hunter
Title:	Vice-President, Finance
By:	(signed) “Christine R. Johnston”
Name:	Christine R. Johnston
Title:	Vice-President, Law and Corporate Secretary
COMPUTERSHARE TRUST COMPANY OF CANADA
By:	(signed) “Beatriz Fedozzi”
Name:	Beatriz Fedozzi
Title:	Corporate Trust Officer
By:	(signed) “Laura Leong”
Name:	Laura Leong
Title:	Corporate Trust Officer

[Signature Page to TCPL Sub Notes Indenture]

SCHEDULE 4.10

(FORM OF CONFIRMATION)

CONFIRMATION

TO: · [Insert name of holder of Issuer Senior Indebtedness or its representative or the trustee under any indenture under which any instruments evidencing the Issuer Senior Indebtedness may have been issued]

IN CONSIDERATION of the sum of $1.00 and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Computershare Trust Company of Canada as trustee (the “Trustee”) under a trust indenture (the “Indenture”) made as of May 20, 2015 between TransCanada PipeLines Limited and the Trustee, on behalf of itself and the Holders (as defined in the Indenture), as such Indenture may be amended, supplemented or restated from time to time, confirms that it and each of those Holders are legally obligated to you to comply with the provisions of Article 4 of the Indenture.

COMPUTERSHARE TRUST COMPANY OF CANADA

By:

Name:

Title:

By:

Name:

Title:

EX-7.4

Exhibit 7.4

EXECUTION VERSION

TRANSCANADA PIPELINES LIMITED

as Issuer

and

COMPUTERSHARE TRUST COMPANY OF CANADA

as Trustee

FIRST SUPPLEMENTAL INDENTURE

PROVIDING FOR THE ISSUE OF UP TO

$1,000,000,000 PRINCIPAL AMOUNT OF

TCPL SUB NOTES - SERIES 2015-A DUE MAY 20, 2075

Dated as of May 20, 2015

Table of Contents

		Page
ARTICLE 1 INTERPRETATION		1
1.1	Definitions	1
1.2	Interpretation Not Affected By Headings, etc.	4
1.3	Incorporation of Certain Definitions	4
1.4	Definition of “this Indenture”	4
1.5	Additional Provisions Relating to the TCPL Sub Notes — Series 2015-A	4
ARTICLE 2 THE TCPL SUB NOTES — SERIES 2015-A		4
2.1	Limitation on Issue and Designation	4
2.2	Terms of TCPL Sub Notes — Series 2015-A	5
2.3	Form of TCPL Sub Notes - Series 2015-A	6
2.4	Registrar and Transfer Agent, Paying Agent and Calculation Agent	6
2.5	Rights of Set-Off	6
2.6	Additional Amounts	6
2.7	Transfer Restriction	7
ARTICLE 3 REDEMPTION AND PURCHASE FOR CANCELLATION OF THE TCPL SUB NOTES — SERIES 2015-A		8
3.1	Redemption of TCPL Sub Notes - Series 2015-A at the Option of the Issuer	8
3.2	Partial Redemption of TCPL Sub Notes - Series 2015-A	8
3.3	Early Redemption upon a Tax Event	8
3.4	Early Redemption upon Rating Event	8
3.5	Notice of Redemption	9
3.6	Purchase of the TCPL Sub Notes - Series 2015-A for Cancellation	9
3.7	Cancellation of the TCPL Sub Notes - Series 2015-A	9
ARTICLE 4 INDENTURE SUPPLEMENTAL TO ORIGINAL INDENTURE		10
4.1	Indenture Supplemental to Original Indenture	10
ARTICLE 5 ACCEPTANCE OF TRUSTS BY TRUSTEE		10
5.1	Acceptance of Trusts by Trustee	10
ARTICLE 6 MISCELLANEOUS		10
6.1	Counterparts	10
6.2	Language of Indenture	10

SCHEDULE

SCHEDULE 2.3 — Form of Fully Registered TCPL Sub Notes - Series 2015-A

THIS FIRST SUPPLEMENTAL INDENTURE dated as of May 20, 2015,

BETWEEN:

TRANSCANADA PIPELINES LIMITED, a corporation existing under the federal laws of Canada and having an office in the City of Calgary in the Province of Alberta

(hereinafter called the “Issuer” or “TCPL”)

OF THE FIRST PART

- and -

COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company existing under the federal laws of Canada and having an office in the City of Calgary in the Province of Alberta

(hereinafter called the “Trustee”)

OF THE SECOND PART

WHEREAS by a trust indenture (the “Original Indenture”) dated as of May 20, 2015 between the Issuer and the Trustee, provision was made for the issue of subordinated notes of the Issuer without limitation as to the aggregate principal amount but issuable only subject to the provisions of the Original Indenture;

WHEREAS the Issuer is desirous of issuing subordinated notes under the provisions of the Original Indenture, and this supplemental indenture, as a Series of TCPL Sub Notes to be designated as TCPL Sub Notes - Series 2015-A Due May 20, 2075 (the “TCPL Sub Notes - Series 2015-A”);

WHEREAS the Issuer and the Trustee have agreed to supplement the Original Indenture as herein provided;

WHEREAS all necessary action has been taken by the Issuer to make the TCPL Sub Notes - Series 2015-A, when certified by the Trustee and issued as provided in this supplemental indenture, valid, binding and legal obligations of the Issuer with the benefits and subject to the terms of the Original Indenture and to make this supplemental indenture a valid and binding agreement of the Issuer, in accordance with its terms; and

WHEREAS the foregoing recitals are made as representations and statements of fact by the Issuer and not by the Trustee.

NOW THEREFORE THIS INDENTURE WITNESSETH and it is hereby covenanted, agreed and declared as follows:

ARTICLE 1

INTERPRETATION

1.1Definitions

In this supplemental indenture, unless there is something in the subject matter or context inconsistent therewith:

“Additional Amounts” has the meaning ascribed to such term in Section 2.6.2;

“Canadian Taxes” has the meaning ascribed to such term in Section 2.6.2;

“Closing Date” means May 20, 2015;

“Excluded Holder” has the meaning ascribed to such term in Section 2.6.2;

“Holders” means the registered holders, from time to time, of the TCPL Sub Notes - Series 2015-A or, where the context requires, all of such holders;

“Interest Payment Date” means, prior to and including May 20, 2025, May 20 and November 20 and, starting on August 20, 2025, February 20, May 20, August 20 and November 20, of each year during which any TCPL Sub Notes - Series 2015-A are outstanding;

“Interest Period” means, initially, the period from and including the Closing Date to but excluding November 20, 2015 and thereafter from and including each Interest Payment Date to but excluding, the next following Interest Payment Date;

“Interest Reset Date” means May 20, 2025 and every February 20, May 20, August 20 and November 20 of each year during which any TCPL Sub Notes - Series 2015-A are outstanding thereafter until May 20, 2075, on which dates the interest rate on the TCPL Sub Notes — Series 2015-A will be reset as described on the Form of Fully Registered TCPL Sub Notes - Series 2015-A attached as Schedule 2.3 hereto;

“LIBOR” means, for any Interest Period, the rate for U.S. dollar borrowings appearing on page LIBOR01 of the Reuters Service (or on any successor or substitute page of such Service, or any successor to or substitute for such Service providing rate quotations comparable to those currently provided on such page of such Service, as determined by the Trust from time to time for purposes of providing quotations of interest rates applicable to U.S. dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for U.S. Dollar deposits with a maturity comparable to such Interest Period.  In the event that such rate is not available at such time for any reason, then “LIBOR” for such Interest Period shall be the rate at which U.S. dollar deposits of $5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of an agent selected by the Trust in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period;

“Maturity Date” means May 20, 2075;

“Moody’s” means Moody’s Investor Service, Inc.;

“Original Indenture” has the meaning ascribed to such term in the first recital to this supplemental indenture;

“Rating Event” means that the Trust or TCPL has received confirmation from S&P or Moody’s that due to (i) any amendment to, clarification of, or change in hybrid capital methodology or a

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change in the interpretation thereof, in each case occurring or becoming effective after the date of issue of the Trust Notes — Series 2015-A; or (ii) the application of a different hybrid capital methodology or set of criteria by S&P or Moody’s after the date of issue of the Trust Notes — Series 2015-A (due to changes in the rating previously assigned to the Trust and/or TCPL or for any other reasons), the Trust Notes — Series 2015-A will no longer be eligible for the same or a higher amount of “equity credit” (or such other nomenclature that S&P or Moody’s may then use to describe “equity credit”) attributed to the Trust Notes — Series 2015-A on the date of issue of the Trust Notes — Series 2015-A.

“Tax Event” means the Trust, TCC or TCPL has received an opinion of independent counsel of a nationally recognized law firm in Canada or the United States experienced in such matters (who may be counsel to the Trust, TCC or TCPL) to the effect that, as a result of, (i) any amendment to, clarification of, or change (including any announced prospective change) in, the laws, or any regulations thereunder, or any application or interpretation thereof, of Canada or the United States or any political subdivision or taxing authority thereof or therein, affecting taxation; (ii) any judicial decision, administrative pronouncement, published or private ruling, regulatory procedure, rule, notice, announcement, assessment or reassessment (including any notice or announcement of intent to adopt or issue such decision, pronouncement, ruling, procedure, rule, notice, announcement, assessment or reassessment) (collectively, an “administrative action”); or (iii) any amendment to, clarification of, or change in, the official position with respect to or the interpretation of any administrative action or any interpretation or pronouncement that provides for a position with respect to such administrative action that differs from the theretofore generally accepted position, in each of case (i), (ii) or (iii), by any legislative body, court, governmental authority or agency, regulatory body or taxing authority, irrespective of the manner in which such amendment, clarification, change, administrative action, interpretation or pronouncement is made known, which amendment, clarification, change or administrative action is effective or which interpretation, pronouncement or administrative action is announced on or after the date of issue of the Trust Notes - Series 2015-A, there is more than an insubstantial risk (assuming any proposed or announced amendment, clarification, change, interpretation, pronouncement or administrative action is effective and applicable) that (A) the Trust, TCC or TCPL is, or may be, subject to more than a de minimus amount of additional taxes, duties or other governmental charges or civil liabilities because the treatment of any of its items of income, taxable income, expense, taxable capital or taxable paid-up capital with respect to the Trust Notes - Series 2015-A (including the treatment by the Trust, TCC or TCPL of interest on the TCPL Sub Notes - Series 2015-A or the Trust Notes - Series 2015-A) or the treatment of the TCPL Sub Notes - Series 2015-A or other property of the Trust, as or as would be reflected in any tax return or form filed, to be filed, or otherwise could have been filed, will not be respected by a taxing authority, (B) the Trust is, or will be, subject to more than a de minimus amount of taxes, duties or other governmental charges or civil liabilities, or (C) any payment of interest, consideration or otherwise in respect of the TCPL Sub Notes - Series 2015-A or the Trust Notes - Series 2015-A gives rise to more than a de minimus amount of withholding tax for the Trust, TCC or TCPL and/or that results in the requirement to pay more than a de minimus amount of Additional Amounts under Section 2.6.

“S&P” means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc.

“TCC” means TransCanada Corporation and includes its successors and assigns;

“TCPL” means TransCanada PipeLines Limited and includes its successors and assigns;

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“TCPL Sub Notes - Series 2015-A” means the up to $1,000,000,000 principal amount of TCPL Sub Notes - Series 2015-A due May 20, 2075 issued by the Issuer hereunder;

“this supplemental indenture”, “hereto”, “hereby”, “hereunder”, “hereof”, “herein” and similar expressions refer to this supplemental indenture and not to any particular article, section, subdivision or other portion hereof, and include any and every supplemental indenture;

“Trust” means TransCanada Trust, a trust established under the laws of Ontario, and includes its successors and assigns; and

“Trust Notes - Series 2015-A” means the up to $1,000,000,000 principal amount of Trust Notes - Series 2015-A due May 20, 2075 issued by the Trust.

Words importing the singular include the plural and vice versa and words importing the masculine gender include the feminine gender and vice versa.

1.2Interpretation Not Affected By Headings, etc.

The division of this supplemental indenture into Articles and Sections, the provision of a table of contents and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this supplemental indenture.

1.3Incorporation of Certain Definitions

All terms contained in this supplemental indenture which are defined in the Original Indenture, as supplemented and amended to the date hereof, shall, for all purposes hereof, have the meanings given to such terms in the Original Indenture, as so supplemented and amended, unless otherwise defined herein or unless the context otherwise specifies or requires.

1.4Definition of “this Indenture”

The term “this Indenture”, whenever used herein, means the Original Indenture as supplemented and amended by this supplemental indenture.

1.5Additional Provisions Relating to the TCPL Sub Notes — Series 2015-A.

For the purposes of this supplemental indenture, and the TCPL Sub Notes — Series 2015-A:

“Business Day” means a day on which TCPL, the Trust, and the Trustee are open for business in the City of Calgary, Alberta, other than a Saturday, Sunday or any statutory or civic holiday in the City of Toronto, Ontario, the City of Calgary, Alberta or the City of New York, New York.

ARTICLE 2

THE TCPL SUB NOTES — SERIES 2015-A

2.1Limitation on Issue and Designation

The aggregate principal amount of the TCPL Sub Notes - Series 2015-A that may be issued and certified hereunder shall be limited to up to $1,000,000,000 principal amount of the TCPL Sub Notes designated as “TCPL Sub Notes - Series 2015-A due May 20, 2075”.

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2.2Terms of TCPL Sub Notes — Series 2015-A

2.2.1The TCPL Sub Notes - Series 2015-A shall be dated as of the Closing Date, regardless of their actual date of issue, and shall mature on the Maturity Date.

2.2.2Subject to Section 2.2.5 below, from the Closing Date to, but excluding, May 20, 2025, the TCPL Sub Notes - Series 2015-A will bear interest at the rate of 5.875% per annum, payable in arrears in equal semi-annual payments on each Interest Payment Date with the first payment on November 20, 2015.  Notwithstanding the foregoing, the initial interest payment payable on November 20, 2015, will be $29.375 per $1,000 principal amount of the TCPL Sub Notes - Series 2015-A.  From May 20, 2025 and on every Interest Reset Date thereafter until May 20, 2075, the interest rate on the TCPL Sub Notes - Series 2015-A will be reset as follows: (i) at an interest rate per annum equal to the three-month LIBOR plus 3.778%, payable in arrears on each Interest Payment Date, with the first payment at such rate being on August 20, 2025 and (ii) at an interest rate per annum equal to the three-month LIBOR plus 4.528%, payable in arrears on each Interest Payment Date, with the first payment at such rate being on August 20, 2045. Interest as aforesaid shall be payable after as well as before default, with interest on overdue interest, in like money, at the same rates and on the same dates.

2.2.3Interest for each Interest Period from the Closing Date to, but excluding, May 20, 2025, will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Interest for each Interest Period from May 20, 2025 to the Maturity Date will be calculated on the basis of the actual number of days elapsed during each such Interest Period and a 360-day year. For the purposes of disclosure under the Interest Act (Canada), and without affecting the interest payable on the TCPL Sub Notes - Series 2015-A, whenever the interest rate on the TCPL Sub Notes - Series 2015-A is to be calculated on the basis of a period of less than a calendar year, the yearly interest rate equivalent for such interest rate will be the interest rate multiplied by the actual number of days in the relevant calendar year and divided by the number of days used in calculating the specified interest rate.

2.2.4If any Interest Payment Date would otherwise fall on a day which is not a Business Day, payment shall be postponed until the next Business Day, and no further interest or other sums will accrue in respect of such postponement.

2.2.5After the Closing Date, subject to the limit in Section 2.1, the Issuer shall be entitled to issue additional TCPL Sub Notes - Series 2015-A (“TCPL Sub Notes - Series 2015-A”), which shall have identical terms as the TCPL Sub Notes - Series 2015-A issued on the Closing Date, other than with respect to their issue date, issue price and, if applicable, their first interest payment date and interest accrual date.

2.2.6With respect to any Additional TCPL Sub Notes - Series 2015-A, the Issuer shall set forth in an Officer’s Certificate, which shall be delivered to the Trustee, the following information:

2.2.6.1the aggregate principal amount of such Additional TCPL Sub Notes - Series 2015-A to be authenticated and delivered pursuant to this Indenture;

2.2.6.2the issue price and the issue of such Additional TCPL Sub Notes - Series 2015-A; and

5

2.2.6.3if applicable, the first interest payment date and interest accrual date of such Additional TCPL Sub Notes - Series 2015-A.

2.3Form of TCPL Sub Notes - Series 2015-A

2.3.1The TCPL Sub Notes - Series 2015-A shall be issued only as fully registered TCPL Sub Notes - Series 2015-A in denominations of $1,000 and integral multiples thereof and shall not, unless otherwise determined by the Issuer, be registered in the name of or held by or through any Clearing Agency.

2.3.2The TCPL Sub Notes - Series 2015-A and the certificate of the Trustee endorsed thereon shall be in the English language (and may be in the French language) and shall be substantially in the form set out in Schedule 2.3 hereto, with such appropriate additions, deletions, substitutions and variations as the Trustee may approve (or as may be required to issue Additional Trust Notes-Series 2015-A pursuant to Section 2.2.5) and shall bear such distinguishing letters and numbers as the Trustee may approve, such approval of the Trustee to be conclusively evidenced by its certification of the TCPL Sub Notes - Series 2015-A. In the event that any provision of the TCPL Sub Notes - Series 2015-A in the French language, if any, shall be susceptible to an interpretation different from the equivalent provision in the English language, the interpretation of such provision in the English language shall be determinative.

2.3.3The TCPL Sub Notes - Series 2015-A may be engraved, printed or lithographed, or partly in one form and partly in another, as the Issuer may determine.

2.4Registrar and Transfer Agent, Paying Agent and Calculation Agent

2.4.1The Issuer hereby appoints the Trustee as the registrar and transfer agent of the TCPL Sub Notes - Series 2015-A and the Trustee hereby accepts such appointment.

2.4.2The Issuer confirms that the Issuer will itself act as Paying Agent in respect of the TCPL Sub Notes - Series 2015-A and as the calculation agent to determine the amount of floating rate interest payable on the TCPL Sub Notes - Series 2015-A from and after May 20, 2025.

2.5Rights of Set-Off

Notwithstanding Section 4.8 of the Original Indenture, each party may set-off against amounts owing by it hereunder to another Person any amounts owing or accruing due by such Person to it or any of its Affiliates, without duplication.

2.6Additional Amounts

2.6.1All payments made by or on account of any obligation of the Issuer under or with respect to the TCPL Sub Notes - Series 2015-A shall be made free and clear of and without withholding or deduction for, or on account of, any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) imposed or levied by or on behalf of the Government of Canada or any province or territory thereof or by any authority or agency therein or thereof having power to tax (hereinafter, “Canadian Taxes”), or, in the event that a Successor Entity that is organized under the laws of a jurisdiction other than the laws of Canada or any province of territory thereof is substituted for the Issuer pursuant to Article 8 of the Original Indenture, by or on behalf of the government of

6

such successor jurisdiction or any subdivision thereof or by any authority or agency therein or thereof having power to tax.

2.6.2For so long as the Trust is the holder of TCPL Sub Notes — Series 2015-A, if the Trust is required to withhold or deduct any amount for or on account of Canadian Taxes from any payment made under or with respect to the Trust Notes - Series 2015-A, the Issuer shall pay as additional interest such additional amounts (“Additional Amounts”) as may be necessary so that the Trust may provide a net amount to each holder of Trust Notes — Series 2015-A (including Additional Amounts) after such withholding or deduction shall not be less than the amount such holder of Trust Notes — Series 2015-A would have received if such Canadian Taxes had not been withheld or deducted; provided, however, that no Additional Amounts shall be payable to the Trust with respect to a payment made to a holder of Trust Notes — Series 2015-A (an “Excluded Holder”) in respect of a beneficial owner of Trust Notes Series 2015-A (i) with which the Trust does not deal at arm’s length (for purposes of the Income Tax Act (Canada)) at the time of the making of such payment, (ii) which is subject to such Canadian Taxes by reason of the failure of such holder of Trust Notes — Series 2015-A to comply with any certification, identification, information, documentation or other reporting requirement if compliance is required by law, regulation, administrative practice or an applicable treaty as a precondition to exemption from, or a reduction in, the rate of deduction or withholding of, such Canadian Taxes, (iii) where all or any portion of the amount paid to such holder of Trust Notes — Series 2015-A is deemed to be a dividend paid to such holder of Trust Notes — Series 2015-A pursuant to subsection 214(16) of the Income Tax Act (Canada), or (iv) which is subject to such Canadian Taxes by reason of its carrying on business in or being connected with Canada or any province or territory thereof otherwise than by the mere holding of Trust Notes — Series 2015-A or the receipt of payments thereunder. The Trust shall make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required under applicable law.

2.6.3If a holder of Trust Notes — Series 2015-A has received a refund or credit for any Canadian Taxes with respect to which the Issuer has paid Additional Amounts pursuant to this Section 2.6, and such holder has paid over such refund to the Trust, the Trust shall pay over such refund to the Issuer (but only to the extent of such Additional Amounts), net of all out-of-pocket expenses of such holder, together with any interest paid by the relevant tax authority in respect of such refund.

2.6.4If Additional Amounts are required to be paid under this Section 2.6 as a result of a Tax Event, the Issuer may elect to redeem outstanding TCPL Sub Notes - Series 2015-A pursuant to Section 3.3.

2.7Transfer Restriction

Notwithstanding any provision of the Original Indenture, the TCPL Sub Notes - Series 2015-A may not be assigned or transferred by the Holder thereof without the prior consent of the Issuer.

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ARTICLE 3

REDEMPTION AND PURCHASE FOR CANCELLATION OF THE TCPL SUB NOTES — SERIES 2015-A

3.1Redemption of TCPL Sub Notes - Series 2015-A at the Option of the Issuer

On or afterMay 20, 2025, the Issuer may, at its option, redeem the TCPL Sub Notes - Series 2015-A in whole at any time or in part from time to time on any Interest Payment Date and on not less than 30 days nor more than 60 days prior notice to the Holders thereof, without the consent of the Holders, at a redemption price per $1,000 principal amount of the TCPL Sub Notes - Series 2015-A equal to par, together with accrued and unpaid interest to, but excluding, the date fixed for redemption.

3.2Partial Redemption of TCPL Sub Notes - Series 2015-A

3.2.1If less than all the TCPL Sub Notes — Series 2015-A are to be redeemed pursuant to Section 3.1, the Issuer shall, at least 15 days prior to the date that notice of redemption is given, notify the Trustee by Written Order of the Issuer of its intention to redeem the aggregate principal amount of the TCPL Sub Notes - Series 2015-A to be redeemed. The TCPL Sub Notes - Series 2015-A to be redeemed shall be selected by the Trustee on a pro rata basis, disregarding fractions, according to the principal amount of the TCPL Sub Notes - Series 2015-A registered in the respective names of each Holder, or in such other manner as the Trustee may consider equitable, provided that such selection shall be proportionate (to the nearest minimum authorized denomination for the TCPL Sub Notes - Series 2015-A established pursuant to Section 2.3).

3.2.2If the TCPL Sub Notes - Series 2015-A in denominations in excess of the minimum authorized denomination for the TCPL Sub Notes - Series 2015-A are selected and called for redemption in part only (such part being that minimum authorized denomination or an integral multiple thereof) then, unless the context otherwise requires, references to the TCPL Sub Notes - Series 2015-A in this Article 3 shall be deemed to include any such part of the principal amount of the TCPL Sub Notes - Series 2015-A which shall have been so selected and called for redemption. The Holder of any TCPL Sub Notes - Series 2015-A called for redemption in part only, upon surrender of such TCPL Sub Notes - Series 2015-A for payment, shall be entitled to receive, without expense to such Holder, new TCPL Sub Notes - Series 2015-A for the unredeemed part of the TCPL Sub Notes - Series 2015-A so surrendered, and the Issuer shall execute and the Trustee shall certify and deliver, at the expense of the Issuer, such new TCPL Sub Notes - Series 2015-A having the same terms as are set out herein upon receipt from the Trustee or the Paying Agent of the TCPL Sub Notes - Series 2015-A so surrendered.

3.3Early Redemption upon a Tax Event

The Issuer may, at its option, redeem all (but not less than all) of the TCPL Sub Notes - Series 2015-A upon the occurrence of a Tax Event on not less than 30 days nor more than 60 days prior notice to the Holders thereof, without the consent of the Holders.  The redemption price per $1,000 principal amount of the TCPL Sub Notes - Series 2015-A shall be equal to par together with accrued and unpaid interest to, but excluding, the date fixed for redemption.

3.4Early Redemption upon Rating Event

The Issuer may, at its option, redeem all (but not less than all) of the TCPL Sub Notes - Series 2015-A at any time upon or following the occurrence of a Rating Event on not less than 30 days nor more

8

than 60 days prior notice to the Holders thereof, without the consent of the Holders.  The redemption price per $1,000 principal amount of the TCPL Sub Notes - Series 2015-A shall be equal to par plus $20 together with accrued and unpaid interest to, but excluding, the date fixed for redemption.

3.5Notice of Redemption

Notice of any intention to redeem any TCPL Sub Notes - Series 2015-A shall be given by or on behalf of the Issuer to the Holders of the TCPL Sub Notes - Series 2015-A which are to be redeemed, not more than 60 days and not less than 30 days prior to the date fixed for redemption, in the manner provided in the Original Indenture. The notice of redemption shall, unless all the TCPL Sub Notes - Series 2015-A then outstanding are to be redeemed, specify the distinguishing letters and numbers of the TCPL Sub Note - Series 2015-A which are to be redeemed and, if a TCPL Sub Notes - Series 2015-A is to be redeemed in part only, shall specify that part of the principal amount thereof to be redeemed, and shall specify the redemption date, the redemption price and places of payment and shall state that all interest on the TCPL Sub Notes - Series 2015-A called for redemption shall cease from and after such redemption date.

3.6Purchase of the TCPL Sub Notes - Series 2015-A for Cancellation

3.6.1The Issuer may, purchase all or any of the TCPL Sub Notes - Series 2015-A in the open market (which may include purchases from or through an investment dealer or a firm holding membership on or that is a participant of a recognized stock exchange) or by invitation for tenders or by private contract and, in each case, at any price.

3.6.2If, upon an invitation for tenders, more TCPL Sub Notes - Series 2015-A than the Issuer is willing to purchase are tendered at the same lowest price, the TCPL Sub Notes - Series 2015-A to be purchased by the Issuer shall be selected by the Trustee pro rata, or in such other manner as the Trustee may consider equitable in compliance with applicable law, from the TCPL Sub Notes - Series 2015-A tendered by each Holder who tendered at such lowest price. For this purpose, the Trustee may make, and from time to time amend, regulations with respect to the manner in which the TCPL Sub Notes - Series 2015-A may be so selected and regulations so made shall be valid and binding upon all Holders, notwithstanding the fact that, as a result thereof, one or more of such TCPL Sub Notes - Series 2015-A become subject to purchase in part only. The Holder of any TCPL Sub Notes - Series 2015-A of which a part only is purchased, upon surrender of such TCPL Sub Notes - Series 2015-A for payment, shall be entitled to receive, without expense to such Holder, one or more new TCPL Sub Notes - Series 2015-A for the unpurchased part so surrendered and the Trustee shall certify and deliver such new TCPL Sub Notes - Series 2015-A upon receipt of the TCPL Sub Notes - Series 2015-A so surrendered.

3.7Cancellation of the TCPL Sub Notes - Series 2015-A

All TCPL Sub Notes - Series 2015-A redeemed and all TCPL Sub Notes - Series 2015-A purchased under this Article 3 shall forthwith be delivered to the Trustee and shall be cancelled by it and will not be reissued or resold, and except as provided in subsection 3.6.2, no TCPL Sub Notes - Series 2015-A shall be issued in substitution therefor.

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ARTICLE 4

INDENTURE SUPPLEMENTAL TO ORIGINAL INDENTURE

4.1Indenture Supplemental to Original Indenture

This supplemental indenture is supplemental to the Original Indenture within the meaning of the Original Indenture and the Original Indenture, all indentures supplemental thereto and this supplemental indenture shall, subject to Section 1.9 of the Original Indenture, be read together and have the effect so far as practicable as though all the provisions thereof and hereof were contained in one instrument.

ARTICLE 5

ACCEPTANCE OF TRUSTS BY TRUSTEE

5.1Acceptance of Trusts by Trustee

The Trustee hereby accepts the trusts and duties declared and provided for in, and as otherwise contemplated by, this supplemental indenture and hereby agrees to perform the same upon the terms and conditions set forth herein and as contemplated hereby and in the Original Indenture, in each case as supplemented or amended from time to time.

ARTICLE 6

MISCELLANEOUS

6.1Counterparts

This supplemental indenture may be executed in several counterparts, including by facsimile or in electronic form, each of which when so executed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution shall be deemed to bear the same date as of the date hereof.

6.2Language of Indenture

The parties hereto have requested that this document, including the Schedules, be drafted in the English language.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

10

IN WITNESS WHEREOF the parties hereto have executed this supplemental indenture under the hands of their proper officers duly authorized in that behalf.

TRANSCANADA PIPELINES LIMITED
By:	(signed) “Joel E. Hunter”
Name:	Joel E. Hunter
Title:	Vice-President, Finance
By:	(signed) “Christine R. Johnston”
Name:	Christine R. Johnston
Title:	Vice-President, Law and Corporate Secretary
COMPUTERSHARE TRUST COMPANY OF CANADA
By:	(signed) “Beatriz Fedozzi”
Name:	Beatriz Fedozzi
Title:	Corporate Trust Officer
By:	(signed) “Laura Leong”
Name:	Laura Leong
Title:	Corporate Trust Officer

[Signature page to TCPL Sub Note Supplemental Indenture]

SCHEDULE 2.3

FORM OF REGISTERED TCPL SUB NOTE — SERIES 2015-A

No.                   

TRANSCANADA PIPELINES LIMITED

(a corporation existing under the Canada Business Corporations Act)

TCPL Sub Notes — Series 2015-A Due May 20, 2075

TRANSCANADA PIPELINES LIMITED (the “Issuer”) for value received hereby acknowledges itself indebted and promises to pay to the registered holder hereof (the “Holder”) on May 20, 2075 or on such earlier date as the principal amount hereof may become due in accordance with the provisions of the Indenture hereinafter mentioned, the principal sum of

[·] DOLLARS

($·)

in lawful money of the United States on presentation and surrender of this TCPL Sub Note - Series 2015-A (as defined below) at the principal office of the Trustee in the City of Calgary, Alberta or such other location as it may designate from time to time, and to pay interest on the principal amount hereof from and including the date hereof, or from and including the last Interest Payment Date (as defined in the Indenture) to which interest shall have been paid or made available for payment on the outstanding TCPL Sub Notes - Series 2015-A, whichever is later, at the rate of 5.875% per annum, in like money at any one of the said places, in arrears in equal semi-annual payments on May 20 and November 20 in each year (or the next following Business Day (as defined in the Indenture) if such date is not a Business Day) from November 20, 2015 to, but excluding, May 20, 2025.  Notwithstanding the foregoing, the initial interest payable on November 20, 2015, will be $29.375 per $1,000 principal amount of TCPL Sub Notes Series 2015-A.  From May 20, 2025 and on every Interest Reset Date (as defined in the Indenture) thereafter until May 20, 2075, the interest payable on the TCPL Sub Notes - Series 2015-A will be reset as follows: (i) at an interest rate per annum equal the three-month LIBOR plus 3.778%, payable quarterly in arrears on February 20, May 20, August 20 and November 20 of each year, with the first payment at such variable rate being on August 20, 2025; and (ii) at an interest rate per annum equal to the three month LIBOR plus 4.528%, payable quarterly in arrears on February 20, May 20, August 20 and November 20 of each year with the first payment at such a rate being on August 20, 2045.

This TCPL Sub Note - Series 2015-A is one of the TCPL Sub Notes - Series 2015-A due May 20, 2075 (the “TCPL Sub Notes - Series 2015-A”) of the Issuer issued or issuable under the provisions of a trust indenture made as of May 20, 2015 between the Issuer and Computershare Trust Company of Canada, as trustee (the “Trustee”), as supplemented by a supplemental indenture dated as of May 20, 2015 between the Issuer and the Trustee (which trust indenture as so supplemented is herein referred to as the “Indenture”). The TCPL Sub Notes - Series 2015-A issuable under the Indenture are limited to an aggregate principal amount of up to $1,000,000,000, in lawful money of the United States. Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon

which the TCPL Sub Notes - Series 2015-A are or are to be issued and held and the rights, remedies and obligations of the holders of the TCPL Sub Notes - Series 2015-A, of the Issuer and of the Trustee in respect thereof, all to the same effect as if the provisions of the Indenture were herein set forth, to all of which provisions the Holder by acceptance hereof acknowledges and assents.

As interest on this TCPL Sub Note- Series 2015-A becomes due, the Issuer (except in the case of payment at maturity, at which time payment of interest may be made upon surrender of this TCPL Sub Note- Series 2015-A) shall on each date on which interest becomes due, forward or cause to be forwarded to the Holder in the manner provided therein, a cheque by first class mail, postage prepaid or an electronic transfer of funds for such interest. Subject to the provisions of the Indenture, the forwarding of such cheque or effecting of such transfer shall satisfy and discharge all liability for interest on this TCPL Sub Note - Series 2015-A to the extent of the sum represented by such cheque or electronic transfer.

The TCPL Sub Notes - Series 2015-A are issuable only as fully registered TCPL Sub Notes - Series 2015-A in the denominations of $1,000 and integral multiples thereof. Upon compliance with the provisions of the Indenture, the TCPL Sub Notes - Series 2015-A of any denomination may be exchanged for an equal aggregate principal amount of the TCPL Sub Notes - Series 2015-A in any other authorized denomination or denominations.

The TCPL Sub Notes - Series 2015-A are direct obligations of the Issuer but are not secured by any mortgage, pledge, hypothec or other charge.

The indebtedness evidenced by this TCPL Sub Note - Series 2015-A and by all other TCPL Sub Notes - Series 2015-A now or hereafter certified and delivered under the Indenture is subordinated and subject in right of payment, to the extent and in the manner provided in the Indenture, to the prior payment of all Issuer Senior Indebtedness (as defined in the Indenture), whether outstanding at the date of the Indenture or thereafter created, incurred, assumed or guaranteed.

The right is reserved to the Issuer to purchase or redeem the TCPL Sub Notes - Series 2015-A for cancellation in accordance with the provisions of the Indenture.

The Indenture contains provisions making binding upon all Holders of the TCPL Sub Notes - Series 2015-A outstanding thereunder resolutions passed at meetings of Holders of the TCPL Sub Notes - Series 2015-A held in accordance with such provisions and instruments signed by the Holders of a specified majority of the TCPL Sub Notes - Series 2015-A.

The TCPL Sub Notes - Series 2015-A may not be assigned or transferred by the Holder thereof without the prior consent of the Issuer.

This TCPL Sub Note - Series 2015-A shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.

This TCPL Sub Note - Series 2015-A shall not become obligatory for any purpose until it shall have been certified by the Trustee under the Indenture.

IN WITNESS WHEREOF this TCPL Sub Note - Series 2015-A has been duly executed by the Issuer.

2

DATED as of                                                   , 2              

TRANSCANADA PIPELINES LIMITED

By:

Name:

Title:

By:

Name:

Title:

3

(FORM OF TRUSTEE’S CERTIFICATE)

This TCPL Sub Note - Series 2015-A is one of the TCPL Sub Notes - Series 2015-A due May 20, 2075 referred to in the Indenture within mentioned.

COMPUTERSHARE TRUST COMPANY OF CANADA, Trustee
By:
	(Authorized Signing Officer)

(FORM OF REGISTRATION PANEL)

(No writing hereon except by Trustee or other Registrar)

Date of Registration In Whose Name Registered Trustee or Registrar

(FORM OF CONSENT AND CERTIFICATE OF TRANSFER)

CERTIFICATE OF CONSENT AND TRANSFER

TransCanada PipeLines Limited hereby consents to the transfer of TCPL Sub Notes - Series 2015-A set forth below.

TRANSCANADA PIPELINES LIMITED

By:

Name:

Title:

By:

Name:

Title:

I or we assign and transfer this TCPL Sub Note - Series 2015-A to:

(Print or type assignee’s name, address and postal code)

and irrevocably appoint                                                    agent to transfer this TCPL Sub Note - Series 2015-A on the books of TransCanada PipeLines Limited. The agent may substitute another to act for him.

Date:	Your Signature:
		(Sign exactly as your name appears on the TCPL Sub Notes - Series 2015-A)