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  Exhibit 4.13    
    


 
 

  SUBSCRIPTION AGREEMENT
  VOTING TRUST UNITS    
    


December 15,
2014



	To:
	TransCanada
TrustTM

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 TrustTM (the "Trust") and the purchase by TransCanada PipeLines Limited
("TCPL") of one Voting Trust Units (the "Purchased Security"), 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) (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 Security will be U.S.$1,000 for each Purchased Security. The aggregate subscription price for the Purchased Securities will be U.S.$1,000
(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 December 15, 2014 (the "Closing"). At the Closing, the Trust will issue and deliver to TCPL a single certificate
representing the Purchased Security 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. 



	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. 



2







 
	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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	 	 	 TRANSCANADA PIPELINES LIMITED
	

 	
 	
 By:	
 	
/s/ JOEL E. HUNTER






  Name: Joel E. Hunter

Title: Vice-President, Finance
	

 	
 	
 By:	
 	
/s/ 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 15th day of December, 2014. 


 


 






					
	 	 	 TRANSCANADA TRUST, by TRANSCANADA PIPELINES LIMITED, in its capacity as Administrative Agent
	

 	
 	
 By:	
 	
/s/ JOEL E. HUNTER






  Name: Joel E. Hunter

Title: Vice-President, Finance
	

 	
 	
 By:	
 	
/s/ CHRISTINE R. JOHNSTON






  Name: Christine R. Johnston

Title: Vice-President, Law and Corporate Secretary




 

  









[Signature page to Subscription Agreement]  











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Exhibit 4.13


SUBSCRIPTION AGREEMENT VOTING TRUST UNITS

Purchase of Voting Trust Units