Exhibit 4.211




 




TransCanada PipeLines

Limited




 




Description of Shareholder Rights Plan dated December 2, 1994,


and as amended and restated through April 27, 2001.




 




On April 27,

2001 the Shareholders of TransCanada PipeLines Limited (the “Corporation”), by

a majority of votes cast on the matter at the Annual and Special Meeting of

Shareholders of the Corporation, ratified and confirmed the Shareholder Rights

Plan adopted on December 4, 1994, as amended from time to time and approved the

amendments described under “Amendments as of April 27, 2001” below.




 




A

summary of the Rights Plan follows:




 




Effective Date




 




The effective date of the

Rights Plan is December 2, 1994 (the “Effective Date”).




 




Term




 




To December 2, 2004, subject to

reconfirmation and approval by the shareholders at the 2004 annual meeting of

the company.




 




Shareholder

Approval




 




The Rights Plan remains in

effect as the Rights Plan Resolution was approved by a majority vote of the

votes cast at the 2001 annual meeting by common shareholders voting in person

and by proxy.




 




Issue of

Rights




 




On the Effective Date, one

right (a “Right”) was issued and attached to each common share outstanding and

attaches to each common share subsequently issued.




 




Rights

Exercise Privilege




 




The Rights will separate from

the common shares and will be exercisable eight trading days (the “Separation

Time”) after a person has acquired, or commences a takeover bid to acquire, 20%

or more of the shares, other than by an acquisition pursuant to a takeover bid

permitted by the Rights Plan (a “Permitted Bid”). The acquisition by any person

(an “Acquiring Person”) of 20% or more of the common shares, other than by way

of a Permitted Bid, is referred to as a “Flip-in Event”. Any Rights held by an

Acquiring Person will become void upon the occurrence of a Flip-in Event. Eight

trading days after the occurrence of the Flip-in Event, each Right, (other than

those held by the Acquiring Person), will permit the purchase of $200 worth of

common shares for $100.




 




The issue of the Rights is not

initially dilutive. Upon a Flip-in Event occurring and the Rights separating

from the common shares, reported earnings per share on a fully diluted or

non-diluted basis may be affected. Holders of Rights not exercising their

Rights upon the occurrence of a Flip-in Event may suffer substantial dilution.




 




Lock-up

Agreement




 




A bidder may enter into lock-up

agreements with the company’s shareholders whereby such shareholders agree to

tender their common shares of the company to the takeover bid (the “Subject

Bid”) without a Flip-in Event (as referred to above) occurring.  Any such agreement must permit the

shareholder to withdraw the common shares of the company to tender to another

takeover bid that has an offering price at least 5% higher




 




 





























 




than the offering price of the

Subject Bid.  As discussed below, it is

proposed that this provision be amended.




 




Certificates

and Transferability




 




Prior to the Separation Time,

the Rights are evidenced by a legend imprinted on certificates for the common

shares issued from and after the Effective Date and are not to be transferable

separately from the common shares. From and after the Separation Time, the

Rights will be evidenced by Rights certificates which will be transferable and

traded separately from the common shares.




 




Permitted Bid

Requirements




 




The requirements for a

Permitted Bid include the following:




 




(i)            the takeover bid must be made by way of a takeover bid

circular;




 




(ii)           the takeover bid must be made to all shareholders;




 




(iii)          the takeover bid must be outstanding for a minimum period

of 60 days and common shares tendered pursuant to the takeover bid may not be

taken up prior to the expiry of the 60 day period and only if at such time more

than 50% of the common shares held by shareholders, other than the bidder, its

affiliates and persons acting jointly or in concert and certain other persons

(collectively, the “Independent Shareholders”), have been tendered to the

takeover bid and not withdrawn; and




 




(iv)          if more than 50% of the common shares held by Independent

Shareholders are tendered to the takeover bid within the 60 day period, the

bidder must make a public announcement of that fact and the takeover bid must

remain open for deposits of common shares for an additional 10 business days

from the date of such public announcement.




 




The Rights Plan allows for a

competing Permitted Bid (a “Competing Permitted Bid”) to be made while a

Permitted Bid is in existence. A Competing Permitted Bid must satisfy all the

requirements of a Permitted Bid except that it may expire on the same date as

the Permitted Bid, subject to the requirement that it be outstanding for a

minimum period of 21 days.




 




Waiver




 




The board of directors, acting

in good faith, may, prior to the occurrence of a Flip-in Event, waive the

application of the Rights Plan to a particular Flip-in Event (an “Exempt

Acquisition”) where the take-over bid is made by a take-over bid circular to

all holders of common shares. Where the board exercises the waiver power for

one take-over bid, the waiver will also apply to any other take-over bid for

the company made by a take-over bid circular to all holders of common shares

prior to the expiry of any other bid for which the Rights Plan has been waived.




 




Redemption




 




The board of directors with the

approval of a majority vote of the votes cast by shareholders (or the holders

of Rights if the Separation Time has occurred) voting in person and by proxy,

at a meeting duly called for that purpose, may redeem the Rights at $0.001 per

common share. Rights may also be redeemed by the board without such approval

following completion of a Permitted Bid, Competing Permitted Bid or Exempt

Acquisition.




 




 





























 




Amendment




 




The board of directors may

amend the Rights Plan with the approval of a majority vote of the votes cast by

shareholders (or the holders of Rights if the Separation Time has occurred)

voting in person and by proxy at a meeting duly called for that purpose. The

Directors without such approval may correct clerical or typographical errors

and, subject to approval as noted above at the next meeting of the shareholders

(or holders of Rights, as the case may be), may make amendments to the Rights

Plan to maintain its validity due to changes in applicable legislation.




 




Board of

Directors




 




The Rights Plan will not

detract from or lessen the duty of the board to act honestly and in good faith

with a view to the best interests of the company. The board, when a Permitted

Bid is made, will continue to have the duty and power to take such actions and

make such recommendations to shareholders as are considered appropriate.




 




Exemptions for

Investment Advisors




 




Investment advisors (for fully

managed accounts), trust companies (acting in their capacities as trustees and

administrators), statutory bodies whose business includes the management of

funds and administrators of registered pension plans acquiring greater than 20%

of the common shares are exempted from triggering a Flip-in Event, provided

that they are not making, or are not part of a group making, a takeover bid.




 




Amendments as of April 27, 2001




 




The Amendments to the Rights Plan were as

follows:




 




	

  (1)


  	

  Amended the

  definition of Canada Business Corporations Act to take account of the

  proposed continuance of the company under the laws of the province of

  Alberta; and


  
	

   


  	

   


  
	

  (2)


  	

  Modified the

  definition of Lock-Up Agreement referred to above to provide that any such

  agreement must permit the shareholder to withdraw the common shares of the

  company from the lock-up to tender to another bid or to support another

  transaction that exceeds the value of the Subject Bid by as much or more than

  a specified amount, where such specified amount is not greater than 7% of the

  value of the Subject Bid.