Exhibit 10.25


 


SHARE UNIT PLAN


FOR NON-EMPLOYEE DIRECTORS
(2007)


 


Section 1  Purpose


 


The
Share Unit Plan for Non-Employee Directors (2007) (the “Plan”) is intended to
enhance the ability of TC PipeLines GP, Inc. (the “General Partner”) to
attract and retain high quality individuals to serve as members of the Board
and to promote a greater alignment of interests between non-employee members of
the Board and unitholders of the Partnership. 
The Plan is effective as of October 18, 2007.


 


Section 2  Definitions


 


For the purposes of the Plan:


 


(a)                                  “Affiliate”
With respect to any person, any
other person directly or indirectly controlling or controlled by or under
direct or indirect common control with such specified person.


 


(b)                                 “Agreement” means, with respect to a
particular Eligible Director or Participant, the written agreement, as amended
from time to time, entered into between the General Partner and such Eligible
Director pursuant to Section 5 hereof, substantially in the form of
agreement set out in Appendix A attached hereto;


 


(c)                                  “Aggregate
Purchase Price” has the meaning assigned thereto in Section 8.6 hereof;


 


(d)                                 “Annual
Retainer Fee” means the portion, expressed in dollars, of the annual retainer
fee, annual committee chair retainer fee and the annual Board and committee
attendance fee, which would, but for the Plan, be payable in cash by the
General Partner to an Eligible Director for approximately one year of service
as a member of the Board beginning on the date of the annual meeting of the
General Partner at which the Board is elected and ending on the date
immediately preceding the date of the following annual meeting of the General
Partner, and for greater certainty, Annual Retainer Fee shall exclude amounts
received by an Eligible Director as a reimbursement for expenses incurred in
attending meetings and any other fee which may be payable by the General
Partner to an Eligible Director;


 


(e)                                  “Beneficiary” means an individual who, on the
date of a Participant’s death, is the person who has been designated in
accordance with Section 13.1 hereof and the laws applicable to the Plan,
or where no such individual had been validly designated by the Participant, or
where the designated individual does not survive the Participant, the
Participant’s legal representative;


 


(f)                                    “Board”
means the Board of Directors of the General Partner;


 


(g)                                 “Broker”
has the meaning assigned thereto in Section 11.1 hereof;


 

















 


(h)                                 “Common
Unit” means a common unit representing a limited partnership interest in TC
PipeLines, LP (the “Partnership”), or any subsequent security to which the
Common Units have been converted, exchanged or changed as reasonably determined
by the Board;


 


(i)                                     “Eligible
Director” has the meaning assigned thereto in Section 4 hereof;


 


(j)                                     “Entitlement Date” has the meaning assigned
thereto in Section 8.1 hereof as it may be adjusted pursuant to Section 8.2
hereof;


 


(k)                                  “Fair Market Value” of a Common Unit means,
as of any date, the value of Common Unit determined as follows:


 


(A)                              If the Common Unit is listed on any
established stock exchange or a national market system, including without
limitation the Nasdaq National Market or The Nasdaq SmallCap Market of The
Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for
such unit (or the closing bid, if no sales were reported) as quoted on such
exchange or system for the market trading day on the time of determination (or
if that is not a trading day, the most recently concluded trading day) as
reported in The Wall Street Journal or
such other source as the Board deems reliable;


 


(B)                                If the Common Unit is regularly quoted by a
recognized securities dealer but selling prices are not reported, the Fair
Market Value of a Common Unit shall be the mean between the high bid and low
asked prices for the Common Unit for the market trading day on the time of
determination (or if that is not a trading day, the most recently concluded
trading day), as reported in The Wall Street
Journal or such other source as the Board deems reliable; or


 


(C)                                In the absence of an established market for
the Common Unit, the Fair Market Value thereof shall be determined in good
faith by the Board.


 


(l)                                     “Participant” means an Eligible Director who
has been credited Share Units under the Plan;


 


(m)                               “Plan” means The TC PipeLines GP, Inc.
Share Unit Plan for Non-Employee Directors (2007), as amended and restated from
time to time;


 


(n)                                 “Price per
Common Unit” has the meaning assigned thereto in Section 8.6 hereof;


 


(o)                                 “Payment
Period” means any of the four quarters of any financial year of the General
Partner, and which, on the effective date hereof, end on March 31, June 30,
September 30 and December 31;


 


(p)                                 “Quarterly Retainer Fee” means the amount,
expressed in dollars, representing up to twenty-five (25%) of the Annual Retainer
Fee which would, but for the Plan, 


 


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be
payable in cash on the last day of each Payment Period by the General Partner
to an Eligible Director, or if, with respect to any Payment Period, an Eligible
Director has served as a member of the Board for a number of days that is less
than the full Payment Period, the amount, expressed in dollars, which is the
product of: (i) the quotient determined by dividing:  (A) the number of days in the particular
Payment Period during which the Eligible Director served as a member of the
Board, by (B) the aggregate number of days in the particular Payment
Period; and (ii) the amount, expressed in dollars, of the quarterly
retainer fee which would otherwise have been payable for such Payment Period
had the Eligible Director served as a member of the Board for the full Payment
Period;


 


(q)                                 “Reference
Date”, with respect to any Payment Period, means the date which shall be used
to determine, on a quarterly basis, the Fair Market Value of a Common Unit for
purposes of determining the number of Share Units to be credited, for such
Payment Period, to a Participant’s account pursuant to Sections 6 and 7 hereof,
which date shall be, unless otherwise determined by the Board, the last trading
day of such Payment Period on which the Fair Market Value of a Common Unit may
be determined;


 


(r)                                    “Share
Unit” means a unit credited by means of a bookkeeping entry on the books of the
Partnership to a Participant’s account in accordance with the terms and
conditions of the Plan;


 


(s)                                  “Subsidiary”
means any corporation, partnership or joint venture a majority of whose shares
or ownership interests normally entitled to vote in electing directors or
selecting persons charged with managing the business and affairs of such entity
is owned directly or indirectly by the Partnership, the General Partner or its
parent, TransCanada Corporation; and


 


(t)                                    “Termination
of Board Service” means the earliest date on which both of the following
conditions are met: the Participant (1) has ceased to be an Eligible
Director, and (2) is neither an employee of the Partnership, the General
Partner or any of their Affiliates nor a member of the board of an
Affiliate.  With respect to a Participant
who is a U.S. taxpayer, “Termination of Board Service” shall have the same
meaning as a “separation from service” under section 409A of the Internal
Revenue Code of 1986, as amended (“Section 409A”).


 


Section 3  Administration of the Plan


 


Except where
otherwise expressly provided herein, the Plan shall be administered by the
Board and shall be subject to applicable corporate and securities law and
policy requirements.  All expenses of
administration of the Plan shall be borne by the General Partner, including the
purchase price of and any reasonable brokerage fees relating to the purchase of
Common Units under the Plan.


 


Section 4  Eligibility


 


The Plan shall
apply to all members of the Board who, on or at any time after the effective
date of the Plan, and for so long as they continue to serve as members of the
Board, are not 


 


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otherwise
employees of the General Partner, TransCanada Corporation or any of their
Affiliates and have elected to participate in the Plan (each, an “Eligible
Director”).


 


Section 5  Execution of Agreement


 


Each Eligible Director shall, as soon as practicable after the effective
date of the Plan or after the date on which such Eligible Director is elected
or appointed for the first time, enter into an Agreement with the General
Partner substantially in the form of the Agreement set out in Appendix A
attached hereto.  Such Agreement shall
set out certain rights and obligations of the parties thereto with respect to
the Share Units which shall, under the Plan, be credited to the account of a
Participant and shall remain in full force and effect until all such Share
Units shall have been redeemed.


 


Section 6  Deferral of
Annual Retainer Fees and Grants of Additional Share Units


 


6.1                                                                               Each Eligible Director may choose to have credited
to his or her account under the Plan, zero to 100 percent of his or her Annual
Retainer Fee (or the portion thereof applicable to service of less
than an entire term of approximately one year), in the form of Share Units in lieu of being paid such portion of his
or her Annual Retainer Fee (or the portion thereof applicable to service of
less than an entire term of approximately one year) in cash.  In order to exercise this option, each such Eligible
Director shall notify the Corporate Secretary of the General Partner before the
commencement of the first calendar year for which such option is exercised;
provided, however, that with respect to any new Eligible Director, elections in
respect of the portion of the Annual Retainer Fee subsequently payable in the
year in which he or she becomes a Director for services to be performed after
such election shall be effective if made within 30 days after becoming an
Eligible Director.  Thereafter, such Eligible
Director shall remain a Participant in the Plan in respect of his or her Annual
Retainer Fee until the election is withdrawn by him or her for a subsequent
calendar year.  The Corporate Secretary
of the General Partner shall make inquiries on this matter to each Eligible
Director in November of each year.


 


6.2                                                                               The number
of Share Units (including fractional Share Units) to be credited on a quarterly
basis to the account of an Eligible Director who has exercised his or her
option under Section 6.1 hereof with respect to any particular Payment
Period, shall be equal to the quotient determined by the following formula:


 


Quarterly Retainer Fee


Fair Market Value of Common
Unit


 


where:


 


i.                  Quarterly
Retainer Fee is all or a portion of the entire amount, expressed in dollars, of
the Eligible Director’s Quarterly Retainer Fee which would, but for the Plan,
have been paid in cash with respect to such Payment Period; and


 


ii.               Fair
Market Value of Common Unit is the Fair Market Value of a Common Unit on the
Reference Date for such Payment Period.


 


6.3                                                                               The Board
may, at any time in satisfaction of fees other than Annual Retainer Fees that
may be payable to Eligible Directors in their capacity as members of the Board
or 


 


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otherwise in respect of their service as
members of the Board, grant additional Share Units to Eligible Directors who
have elected to receive Share Units.  In
the case of Eligible Directors who have not served a full term of approximately
one year, the Board may grant additional Share Units on a pro rata basis to
such Eligible Directors. Share Units granted pursuant to this Section 6.3
shall be credited to the applicable Eligible Director’s account under the Plan
as at the date specified by the Board. 
Notwithstanding the foregoing, with respect to any Participant who is a
U.S. taxpayer, the Board shall exercise this discretion within the time periods
required under Section 409A.


 


6.4                                                                               A
Participant who becomes an employee of the General Partner or TransCanada
Corporation (other than in his or her capacity as a member of the Board) or a
Subsidiary, shall no longer be eligible to have Share Units credited to his or
her account under the Plan.  However,
Share Units already credited to such person’s account shall remain governed by
the Plan and the Agreement.


 


Section 7  Distribution-like
Amounts


 


A Participant’s account shall, from time to time during the term of the
Participant’s Agreement, including the period following Termination of Board
Service and until the Entitlement Date referred to in Section 8 hereof
(even if the Entitlement Date a Participant elects pursuant to Section 8.1
falls between the record date for a distribution on the Common Units and the
related distribution payment date), be credited, effective on each of the
payment dates referred to below or on the Entitlement Date, as the case may be,
with such number of additional Share Units equal to the quotient determined by
the following formula:


 


(Declared
Distributions x Number of Share Units)


Fair
Market Value of Common Units


 


where:


 


i.                  Declared
Distributions are one hundred percent (100%) of each distribution declared and
paid by the Partnership on its Common Units on a per share basis (excluding
stock dividends, but including distributions which may be paid in cash or in
shares at the option of the unitholder);


 


ii.               Number
of Share Units are the number of Share Units recorded in the Participant’s
account on the record date for the payment of any such distribution; and


 


iii.            Fair
Market Value of Common Units is the Fair Market Value of a Common Unit on the
payment date for such distribution, or if such payment date is not a trading
date, on the preceding trading date, with fractions computed to four decimal
places.


 


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Section 8  Redemption of
Share Units


 


8.1                                                                               Election
of Entitlement Date


 


Participants shall
redeem all of their Share Units on the respective Entitlement Dates elected in
accordance with the following provisions:


 


(a)          Payouts to Participants who are not U.S.
Taxpayers.  The value of the Share
Units credited to the account under the Plan of each Participant who is not a
U.S. taxpayer shall be redeemable by the Participant (or where the Participant
has died, his Beneficiary) at the Participant’s option (or after the Participant’s
death, at the option of his Beneficiary) following the Participant’s
Termination of Board Service by providing written notice of redemption to the
Corporate Secretary of the General Partner specifying one of the dates
specified in Section 8.1(c).  The
date so specified shall be the Participant’s “Entitlement Date”.


 


(b)         Payouts to Participants who are U.S.
Taxpayers.  Participants
who are U.S. taxpayers shall provide a written election to the Corporate
Secretary of the General Partner prior to the end of each year that they
are a Participant, fixing a single payout date following Termination of Board
Service with respect to Share Units to be earned in the calendar year
commencing immediately following the year in which such election is made;
provided, however, that with respect to any new Participant an election as to a
payout date in respect of Share Units subsequently earned in the year in which
he or she becomes a Participant for services to be performed after such
election shall be effective if made within 30 days after becoming an Eligible
Director. Any applicable payout date applicable to Share Units of a Participant
under this Section 8.1(b) shall be the Participant’s “Entitlement
Date” with respect to those Share Units.
For clarity and as an example, a Participant might make an election in 2007 for
Share Units that Participant will earn in 2008 and in 2008, may elect a
different Entitlement Date for Share Units that Participant will earn in 2009.


 


(c)          The
permitted Entitlement Dates that a Participant elects pursuant to Sections 8.1(a) and
(b) above, shall be the end of the first, second, third or fourth calendar
quarter following the date of Termination of Board Service.  If no payout date is elected with respect to
any Share Units, then the payout dates in respect of such Share Units shall be
the end of the first calendar quarter following the date of Termination of
Board Service.  In the case of Section 8.1(a) such
notice shall be given within 60 days following the date of Termination of Board
Service.


 


8.2                                                                               Adjustments
to Entitlement Date


 


In the event any of the following provisions
apply, the Entitlement Date elected by the Participant pursuant to Section 8.1
may be adjusted.  In that case, the term ‘Entitlement
Date’ shall mean the adjusted Entitlement Date, adjusted in accordance with
this Section 8.2.  Notwithstanding
anything in this Section 8.2 to the contrary, with respect to Participants
who are U.S. taxpayers, the adjusted Entitlement Date shall not be extended to
a date beyond that permitted under Section 409A (and the regulations
promulgated thereunder).


 


(a)                                  Unavailable
Data. In the event that the General Partner is unable, by a Participant’s
elected or adjusted Entitlement Date, to compute the final number of Share
Units credited to such Participant’s account by reason of the fact that any
data required in order to 


 


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compute the Fair Market Value of a Common Unit
has not been made available to the General Partner, then the Entitlement Date
shall be the trading day next following the date on which such data is made
available to the General Partner.


 


(b)                                 Undisclosed Material Information. Without
limiting the generality of Section 14, subject to Section 8.5 and
notwithstanding any other provision of the Plan, if, in the opinion of the
Board, there is a material fact or a material change concerning the business
and affairs of the Partnership, its Affiliates or Common Units (where “material
fact” and “material change” have the meanings given under applicable securities
legislation) that has not been generally disclosed to the public, on the
Participant’s Entitlement Date such Participant’s Entitlement Date shall be
postponed and no Common Units shall be purchased hereunder on behalf of such
Participant until such time as, in the opinion of the Board, such material fact
or material change has been generally disclosed to the public or has ceased to
exist.


 


8.3                                                                               Receipt
of Common Units


 


If no election is made under
Section 8.6, the General Partner shall arrange for a Participant, or a
Participant’s Beneficiary, as the case may be, to receive Common Units in
satisfaction of, and in an number equal to, the number of Share Units recorded
in the Participant’s account on the Entitlement Date, subject to any
adjustments pursuant to Section 17 hereof and reduced as necessary to
reflect any applicable withholding taxes and other source deductions required
by law to be withheld or deducted by the General Partner in connection with the
redemption of the Participant’s Share Units. Such Common Units shall be
purchased in accordance with Sections 8.4 and Section 11 hereof.


 


8.4                                                                               Purchase of Common Units on Open
Market


 


Prior to 11:00 a.m. on the Entitlement Date, the General Partner
shall notify the Broker as to the number of Common Units to be purchased by the
Broker on behalf of the Participant on the open market.  As soon as practicable thereafter, the Broker
shall purchase, on the open market, the number of Common Units which the
General Partner has requested the Broker to purchase and shall notify the
Participant and the General Partner of: (a) the aggregate purchase price (“Aggregate
Purchase Price”) of the Common Units, (b) the purchase price per Common
Unit or, if the Common Units were purchased at different prices, the average
purchase price (computed on a weighted average basis) per Common Unit (“Price
per Common Unit”), (c) the amount of any related reasonable brokerage
commission, and (d) the settlement date for the purchase of the Common
Units, which settlement date shall not be later than the date specified in Section 8.5
hereof.  On the settlement date, upon
payment of the Aggregate Purchase Price and related reasonable brokerage
commissions by the General Partner, the Broker shall deliver to the Participant
or to the Participant’s representative, the certificate representing the Common
Units.  Any entitlement to fractional
Share Units shall be paid in cash based on the Price per Common Unit.


 


8.5                                                                               Delivery & Payment Date


 


Notwithstanding any other
provision of the Plan, all Common Units to be purchased and delivered and all payments payable to or in respect of
a Participant’s Share Units hereunder, shall be delivered or paid in accordance
with the Participant’s election of an Entitlement Date pursuant to Section 8.1,
but in no event later than December 31 of the calendar year following the
year in which the Participant’s Termination of Board Service occurs.


 


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8.6                                                                               Election
for Cash in Lieu of Common Units.


 


The
Participant or the Participant’s Beneficiary may elect, by providing written
notice to the Corporate Secretary of the General Partner within 60 days of the
Participant’s Termination of Board Service, to receive the value of that
Participant’s Share Unit entitlement, as of the Entitlement Date, which is
determined in accordance with Section 8.1(a) or (b) as
applicable, in one lump sum cash payment (rather than receive Common Units)
less any applicable withholdings, and the General Partner shall be fully
discharged in making such cash payment. 
If the Participant or the Participant’s Beneficiary provides the notice
contemplated by this Section 8.6, the General Partner shall pay the value
of the Share Units credited to the Participant’s account under the Plan,
computed as of the Entitlement Date. The lump sum cash payment, for the purpose
of this Section 8.6, will be equivalent to the product determined by the
following formula:


 


Share
Units X Fair Market Value of a Common Unit


 


where:


 


Share
Units means the number of Share Units standing to the credit of the Participant
on the Entitlement Date; and


 


Fair
Market Value of a Common Unit has the meaning given to it in Section 2(k) hereof.


 


Section 9  Participant’s
Account


 


The General Partner shall maintain in its books, an account for each
Participant which records the number of Share Units standing to the credit of
the Participant.  Share Units will be
fully vested upon being credited to a Participant’s account and the Participant’s
entitlement to payment of Share Units at the termination date shall not
thereafter be subject to satisfaction of any requirements as to any minimum
period of service as a member of the Board. Upon redemption of the Share Units
by way of receipt of Common Units as provided for under Section 8.3 hereof
or a cash payment as provided for under Section 8.6 hereof, such Share
Units shall be cancelled and the number of Share Units standing to the credit
of the Participant shall be reduced to reflect the cancellation of such Share
Units. A written confirmation of the balance in the account shall be mailed by
the General Partner to the Participant at least annually.


 


Section 10  Effective Date
of the Plan


 


The effective date of the Plan shall be October 18, 2007.


 


Amendments
to and Suspension or Termination of the Plan


 


10.1                                                                        The Board
may, from time to time, amend, suspend or terminate the Plan in whole or in
part; however, any such amendment, suspension or termination shall not
adversely affect the rights of any Participant under any Agreement existing at
the time of such amendment, suspension or termination without the consent of
the affected Participant.


 


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Section 11  Purchases on the Open Market


 


11.1                                                                        Purchases
of Common Units pursuant to the Plan shall be made on the open market by a
broker who is independent from the Partnership and who is a member of The
National Association of Securities Dealers (the “Broker”).  The Participant who wishes to redeem his or
her Share Units under the Plan, shall designate a Broker to purchase Common
Units on the open market and any such designation may be changed by the
Participant from time to time.  Upon
designation of the Broker, or at any time thereafter, the General Partner may
elect to provide the designated Broker with a letter agreement to be entered
into and executed by the Broker, Participant and General Partner and such
letter agreement would set forth, inter alia:


 


(i)                                     the Broker’s concurrence to being designated
to act for the Participant, to acting for the Participant and dealing with the
Participant’s account in accordance with customary trade practice with a view
to obtaining the best share price for the Participant, and to delivering to the
Participant, or his/her representative or Beneficiary as the case may be, the
share certificate for the Common Units purchased, upon payment by the General
Partner of the purchase price and related reasonable and customary brokerage
commission; and


 


(ii)                                  the
Partnership’s agreement to notify the Broker of the number of Common Units to
be purchased and to pay the purchase price and the related reasonable and
customary brokerage commission in connection with the purchase of the Common
Units,


 


provided however, that no terms of said letter
agreement shall have the effect of making the Broker or deeming the Broker to
be an agent of the Partnership, General Partner or an affiliate of (or not
independent from) the Partnership for purposes of any applicable corporate,
securities or stock exchange requirement.


 


11.2                                                                        The Share
Units, and any related Common Units that may be delivered under the Plan, have
not been registered under the U.S. Securities Act of
1933 as of the effective date of the Plan, and the Partnership or
General Partner has no obligation to register such units or shares.  The said Common Units may not be offered or
sold in the United States unless registered or an exemption from registration
is available.


 


Section 12  Rights of
Participants


 


12.1                                                                        Except as
specifically set out in the Plan or an Agreement, no Eligible Director,
Participant or other person shall have any claim or right to any Common Units
or any other benefit in respect of Share Units granted pursuant to the Plan.


 


12.2                                                                        Under no circumstances shall Share Units be
considered Common Units nor shall they entitle any Participant to exercise
voting rights or any other rights attaching to the ownership of the Common
Units, nor shall any Participant be considered the owner of the Common Units
until after the date of the purchase of such Common Units on the open market.


 


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12.3                                                                        Neither the Plan nor any grant thereunder
shall be construed as granting a Participant a right to be retained as a
director of the General Partner or a claim or right to any future grant of
Share Units.


 


Section 13  Death of
Participant


 


13.1                                                                           Subject to the requirements of applicable
laws, a Participant may designate in writing, a person who is a dependant or
relation of the Participant as a beneficiary to receive any benefits payable or
due to the Participant under the Plan, upon the death of such Participant.  The Participant may, subject to applicable
laws, change such designation from time to time.  Such designation or change shall be in such
form and executed and filed in such manner as the Board may, from time to time,
determine.


 


13.2                                                                           In the event
of a Participant’s death, any and all payments with respect to Share Units then
credited to such Participant’s account under the Plan shall become payable to
the Participant’s Beneficiary in accordance with Section 8 hereof.


 


Section 14  Compliance with
Applicable Laws


 


Any obligation of the General Partner with respect to the Common Units
pursuant to the terms of the Plan, is subject to compliance with all applicable
laws and the rules of any stock exchange on which units of the Partnership
are listed.  Should the General Partner
determine that it is not feasible to  arrange for
purchase and delivery of Common Units to the Participant in accordance with Section 8
in satisfaction of Share Units by reason of any such laws, such obligation
shall be satisfied by means of an equivalent cash payment, calculated in
accordance with the provisions of Section 8.6.  The Participant shall comply with all such
laws and furnish the General Partner with any and all information and
undertakings as may be required to ensure compliance therewith.


 


Section 15  Withholding
Taxes


 


The General Partner shall be entitled to deduct any amount of
withholding taxes and other withholdings from any amount paid or credited
hereunder, which taxes shall reduce the amounts to which the Participant is
entitled.


 


Section 16  Transferability


 


In no event may the rights or interests of a Participant under the Plan
be assigned, encumbered, pledged, transferred or alienated in any way, except
to the extent that certain rights may pass to a Beneficiary upon death of a
Participant, by will or by the laws of succession and distribution.


 


Section 17  Alteration of
Number of Share Units Subject to the Plan


 


17.1                                                                        In the
event that the Common Units are subdivided or consolidated into a different
number of Common Units, or a dividend that is payable in Common Units (rather
than in cash or in shares at the option of the shareholder) is declared on the
Common Units, the number of Share Units then recorded in the Participant’s
account shall be adjusted to equal the number of Common Units which would be
held by the Participant immediately after the dividend, subdivision or
consolidation, should the Participant have held a number of Common Units equal
to the number of Share Units recorded in the 


 


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Participant’s account on the record date fixed
for such dividend, or the effective date of such subdivision or consolidation.


 


17.2                                                                        In the
event that the outstanding Common Units are changed into, or exchanged for a
different number or kind of securities of the Partnership or of another entity,
whether through an arrangement, amalgamation or other similar statutory
procedure, or a share recapitalization, then there shall be substituted for
each Common Unit referred to in the Plan, the kind of securities into which
each outstanding Common Unit shall be so changed or exchanged and an equitable
adjustment shall be made, if required, in the number of Share Units then
recorded in the Participant’s account. Any such adjustment will be reasonably
determined by the Board and will be effective and binding for all purposes.


 


17.3                                                                        In the event there is any distribution to all
or substantially all the holders of Common Units of:


 


(i)                                     equity interests of any class other than
Common Units and other than equity interests distributed as a dividend which
may be paid in shares at the option of the shareholder;


 


(ii)                                  rights, options or warrants other than
rights, options or warrants to subscribe for or purchase Common Units (or
securities convertible or exchangeable into Common Units) for a period of not
more than 45 days at a price per Common Unit (or having a conversion or
exchange price per Common Unit) of not less than 95% of the current market
price of a Common Unit on the record date for such distribution;


 


(iii)                               instruments of indebtedness of the
Partnership; or


 


(iv)                              assets (excluding dividends paid in the
ordinary course),


 


then,
in each such case, an equitable adjustment shall be made in the number of Share
Units then recorded in a Participant’s account, such adjustment will be
reasonably determined by the Board and will be effective and binding for all
purposes.


 


17.4                                                                        In the
case of any substitution, change or adjustment as provided for in this section,
the variation shall generally require that the dollar value of the Share Units
then recorded in the Participant’s account prior to such substitution, change
or adjustment will be proportionately and appropriately varied so that it be
equal to such dollar value after the variation.  The “dollar value” for this purpose means the
number of Share Units recorded on the day immediately prior to the date such
substitution, change or adjustment is made multiplied by the Fair Market Value
of a Common Unit determined on that same day.


 


17.5                                                                        In the event that, at the time contemplated
for the purchase of Common Units under the Plan, there is no public market for
the Common Units or for securities substituted therefor as provided by this
section, the obligations of the General Partner under the Plan shall be met by
a payment in cash in such amount as is reasonably determined by the Board to be
fair and equitable in the circumstances.


 


11

















 


17.6                                                                        Notwithstanding
any other provision of the Plan, in no event shall any amount be paid to, or in
respect of, a Participant under the Plan or pursuant to any other arrangement,
and no Share Units will be granted nor will any credit be made to Participant’s
account under the Plan to compensate for a downward fluctuation in the price of
the Common Units, nor will any other form of benefit be conferred upon, or in
respect of, a Participant for such purpose.


 


Section 18  Unfunded Plan


 


Unless otherwise determined by the Board, the Plan shall be
unfunded.  To the extent that any person
holds any rights by virtue of an election under the Plan, such rights, unless
otherwise determined by the Board, shall be no greater than the rights of an
unsecured general creditor of the General Partner.


 


Section 19  Governing Law


 


The Plan shall be governed by, and interpreted in accordance with, the
laws in force in the State of Delaware.


 


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Appendix
A


 


The TC PipeLines GP, Inc.


Share Unit Plan for Non-Employee Directors (2007)


 


THIS AGREEMENT is made effective this • day of
•, 2007,


 


BETWEEN:


 


TC PipeLines GP, Inc. a corporation incorporated under the
laws of Delaware having its registered office in Wilmington, Delaware


 


(hereinafter called the “General Partner”)


 


AND


 


[Name of
Participant], residing at


[Address]


[City, State]


 


(hereinafter called the “Participant”)


 


PURSUANT
TO THE TC PIPELINES GP, INC. SHARE UNIT PLAN FOR NON-EMPLOYEE DIRECTORS (2007)
OF THE GENERAL PARTNER AS AMENDED FROM TIME TO TIME (THE “PLAN”) AND FOR GOOD
AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY
ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS:


 


1.                                       This Agreement sets out the terms,
conditions and restrictions which, together with the terms, conditions and
restrictions set out in the Plan, shall govern the rights and obligations of
the parties hereto with respect to all of the Share Units which shall be
credited to the Participant’s account under the Plan while the Participant
remains an Eligible Director, as well as with respect to the delivery of Common
Units to the Participant in compliance with the terms of the Plan; defined
terms not otherwise defined herein shall have the same meaning as in the Plan,
the text of which as at the date of this Agreement is attached hereto under
Schedule A.


 


2.                                       As set out in Section 11 of the
Plan, the Broker shall be designated by the Participant by a written
notification to the General Partner under Section 3 hereof.  Any designation shall include the name and
address, telephone and fax numbers of the Broker.


 


3.                                       Any notices to the General Partner under
this Agreement shall be sent to the address indicated below, unless notice of
change of address is given by the General Partner to the Participant in
accordance with this Section 3.  Any
notices to the Participant under this Agreement shall be sent, and delivery of
Common Units in respect of Share Units shall be made, to the address indicated
below, unless notice of change of address is given by the Participant to the
General Partner in accordance with this Section 3.  Any notices under this Agreement or the Plan
shall be given by registered mail, facsimile, courier service or personal
delivery as follows:


 


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With respect to the General Partner:


 


450 – 1 Street SW


Calgary, Alberta


T2P 5H1


Attention:  Corporate Secretary


Facsimile number:                                                 (403)
920-2460


 


With respect to the Participant:


 


Mr./Ms.[Name]


[Address]


[City, State, Zip Code] United States


Facsimile number:  (•) •


 


4.                                       In case of any conflict between the text
of the Plan and the text of this Agreement, the text of the Plan shall govern.


 


5.                                       The General Partner and the Participant
hereby agree to comply with terms of the Plan as it may be amended from time to
time.  Within 30 days of the date on
which any Plan amendment becomes effective, the General Partner shall provide
the Participant with an amended copy of the Plan together with a memo outlining
the amendments made.  The Participant
also agrees to comply with any and all applicable laws and policies of
regulatory authorities, to furnish to the General Partner any and all
information and undertakings as may be required to permit compliance by the
Participant or the General Partner with any such laws and to consent to any
revisions of the Plan and this Agreement as may be required to permit
compliance by the General Partner with any such laws and policies or as the
General Partner determines to be necessary or desirable.


 


6.                                       The Participant understands that there
may be restrictions on the Participant’s right to sell the Common Units related
to any Share Units within the United States and accordingly, agrees not to do
so without prior discussion with, and approval by, the General Partner.


 


7.                                       This Agreement shall be governed by and
interpreted in accordance with the laws in force in the State of Delaware.


 


8.                                       In connection with the Participant’s
execution of this Agreement, the Participant provides the confirmations, which
are included in Schedule B hereto, which is incorporated in and forms part of
this Agreement.


 


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IN WITNESS WHEREOF the Parties hereto have executed
these presents as of the day and year first written above.


 


	
   

  	
   

  	
  TC PipeLines GP, Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Per:

  	
   

  
	
  [Name of Participant]

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Per:

  	
   

  
	
  Witness

  	
   

  	
   

  	
   

  



 


15

















 


Schedule B


 


To


The TC PipeLines GP, Inc.


Share Unit Plan for
Non-Employee Directors (2007)


 


In
connection with the Share Units to be credited to the Participant’s account and
the Participant’s receipt of Common Units under the Plan, the Participant
confirms that:


 


(1)                                  The
Participant will receive the Share Units and any related Common Units for its
own account for investment and not with a view to, or for resale in connection
with, any distribution thereof or of any interest therein that would violate
the United States Securities Act of 1933 (the “Securities Act”).


 


(2)                                  The
Participant agrees that the certificates representing any Common Units
delivered under the Plan (and, until the transfer agent for the Common Units is
otherwise advised by the General Partner, any certificates issued in exchange
or substitution for or on registration of transfer of such securities) shall,
at the request of the General Partner, on behalf of the Partnership, bear the
following legend:


 


“THE COMMON UNITS EVIDENCED BY THIS UNIT CERTIFICATE HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES
ACT”).  ACCORDINGLY, THE UNITS MAY NOT
BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF, EXCEPT IN COMPLIANCE
WITH THE SECURITIES ACT OR AN EXEMPTION THEREFROM.”


 


(3)                                  The
Participant has been afforded an opportunity to ask questions and receive
answers concerning the terms and condition of the Plan and to obtain such
additional information with respect to the Partnership and the Plan as the
Participant has requested.


 


(4)                                  The
Participant is an “accredited investor” as defined in Rule 501(a) under
the Securities  Act.