1075607--3/7/2006--TC_PIPELINES

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Cautionary Statement Regarding Forward-Looking Information Risks Inherent in Our Business We are dependent on Northern Border Pipeline and Tuscarora and may not be able to generate sufficient cash from the distributions from each of Northern Border Pipeline and Tuscarora to enable us to pay the expected quarterly distribution on the TC PipeLines common units every quarter. If any significant shipper fails to perform its contractual obligations, Northern Border Pipeline's or Tuscarora's respective cash flows and financial condition could be adversely impacted. Northern Border Pipeline and Tuscarora may not be able to maintain existing customers or acquire new customers when the current shipper contracts expire or customers may choose to recontract for shorter periods or at less than maximum rates. The long-term financial conditions of Northern Border Pipeline and Tuscarora, and as a result, of TC PipeLines, are dependent on the continued availability of Western Canadian natural gas for import into the U.S. Northern Border Pipeline's and Tuscarora's businesses depend in part on the level of demand for Western Canadian natural gas in the markets the pipeline systems serve. If demand for Western Canadian natural gas decreases, shippers may not enter into or renew contracts. If the FERC requires that Northern Border Pipeline's or Tuscarora's tariff be changed, Northern Border Pipeline's or Tuscarora's respective cash flows may be adversely affected. Northern Border Pipeline's and Tuscarora's indebtedness may limit their ability to borrow additional funds, make distributions to us or capitalize on business opportunities. If Northern Border Pipeline or Tuscarora do not maintain or increase their respective rate bases by successfully completing FERC-approved projects, the amount of revenue attributable to the return on the rate base they collect from their shippers will decrease over time. If we are unable to make acquisitions on economically and operationally acceptable terms, either from third parties or TransCanada, our future financial performance will be limited to our participation in Northern Border Pipeline and Tuscarora. We may be unable to complete the transaction to acquire an additional 20% general partnership interest in Northern Border Pipeline from Northern Border Partners. Cash distributions are dependent primarily on our cash flow, financial reserves and working capital borrowings. Northern Border Pipeline's and Tuscarora's operations are regulated by federal and state agencies responsible for environmental protection and operational safety. If we were to lose TransCanada's management expertise, we would not have sufficient stand-alone resources to operate. Risks Inherent in an Investment in the Partnership We may issue additional securities without the approval of our common unitholders. We do not have the same flexibility as other types of organizations to accumulate cash and equity to protect against illiquidity in the future. TC PipeLines GP, Inc. and its affiliates have limited fiduciary responsibilities and conflicts of interest with respect to our partnership. Even if unitholders are dissatisfied, they cannot easily remove TC PipeLines GP.

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1075607--3/7/2006--TC_PIPELINES_LP