1075607--3/2/2007--TC_PIPELINES

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{tax, income, asset}

{interest, director, officer}

{loan, real, estate}

{debt, indebtedness, cash}

Without the consent of each unitholder, Great Lakes, Northern Border Pipeline or Tuscarora might be converted into a corporation, which would result in Great Lakes, Northern Border Pipeline or Tuscarora, as the case may be, being subject to corporate income taxes. If we were found to be an investment company under the Investment Company Act of 1940, our contracts may be voidable and our offers of securities may be subject to rescission. Our credit facilities may limit our ability to borrow additional funds or capitalize on business opportunities. The Internal Revenue Service ( IRS ) could treat us as a corporation, which would substantially reduce the cash available for distribution to unitholders. We have not requested an IRS ruling with respect to our tax treatment. Unitholders may be required to pay taxes on income from us even if they receive no cash distributions. Tax gain or loss on the disposition of common units could be different than expected. Investors other than individuals that are U.S. residents may have adverse tax consequences from owning common units. We have registered as a tax shelter. This may increase the risk of an IRS audit of TC PipeLines or a unitholder. We treat a purchaser of common units as having the same tax benefits as the seller. A successful IRS challenge could adversely affect the value of the common units. The sale or exchange of 50 per cent or more of our capital and profits interests will result in the termination of our partnership for federal income tax purposes. Unitholders will likely be subject to state and local taxes as a result of an investment in units.

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1075607--3/2/2007--TC_PIPELINES_LP