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Distributions

Payment Date Record Date Ex-Dividend Date Distribution Per Unit
November 14, 2008 October 31, 2008 October 29, 2008 70.5 cents
August 14, 2008 July 31, 2008 July 29, 2008 70.5 cents
May 15, 2008 April 30, 2008 April 28, 2008 70.0 cents
February 14, 2008 January 31, 2008 January 29, 2008 66.5 cents
November 14, 2007 October 31, 2007 October 29, 2007 66.0 cents
August 14, 2007 July 31, 2007 July 27, 2007 65.5 cents
May 15, 2007 April 30, 2007 April 26, 2007 65.0 cents
February 14, 2007 January 31, 2007 January 29, 2007 60.0 cents
November 14, 2006 October 31, 2006 October 27, 2006 60.0 cents
August 14, 2006 July 31, 2006 July 27, 2006 57.5 cents
May 15, 2006 April 28, 2006 April 26, 2006 57.5 cents
February 14, 2006 January 31, 2006 January 27, 2006 57.5 cents
November 14, 2005 October 31, 2005 October 27, 2005 57.5 cents
August 12, 2005 July 29, 2005 July 27, 2005 57.5 cents
May 13, 2005 April 29, 2005 April 27, 2005 57.5 cents
February 14, 2005 January 31, 2005 January 27, 2005 57.5 cents
November 12, 2004 October 29, 2004 October 27, 2004 57.5 cents
August 13, 2004 July 30, 2004 July 28, 2004 57.5 cents
May 14, 2004 April 30, 2004 April 28, 2004 55.0 cents
February 13, 2004 January 30, 2004 January 28, 2004 55.0 cents
November 14, 2003 October 31, 2003 October 29, 2003 55.0 cents
August 14, 2003 July 31, 2003 July 29, 2003 55.0 cents
May 15, 2003 April 30, 2003 April 28, 2003 52.5 cents
February 14, 2003 January 31, 2003 January 29, 2003 52.5 cents
November 14, 2002 October 31, 2002 October 29, 2002 52.5 cents
August 14, 2002 July 31, 2002 July 29, 2002 52.5 cents
May 15, 2002 April 30, 2002 April 26, 2002 50.0 cents
February 14, 2002 January 31, 2002 January 29, 2002 50.0 cents
November 14, 2001 October 31, 2001 October 29, 2001 50.0 cents
August 14, 2001 July 31, 2001 July 27, 2001 50.0 cents
May 15, 2001 April 30, 2001 April 26, 2001 47.5 cents
February 14, 2001 January 31, 2001 January 29, 2001 47.5 cents
November 14, 2000 October 31, 2000 October 27, 2000 47.5 cents
August 14, 2000 July 31, 2000 July 27, 2000 45 cents
May 15, 2000 April 28, 2000 April 26, 2000 45 cents
February 14, 2000 January 31, 2000 January 27, 2000 45 cents
November 12, 1999 October 29, 1999 October 27, 1999 45 cents
August 12, 1999 July 30, 1999 July 28, 1999 16.81 cents (1)

This information is historical and cannot be used to make predictions on future distributions from the Partnership.

(1) The Partnership's initial cash distribution was 16.81 cents per unit. This distribution reflected the shortened period of May 28 to June 30, 1999. The target distribution level (the Minimum Quarterly Distribution) for a full three-month period was set at 45 cents in TC PipeLines' May 24, 1999 initial public offering prospectus. The prospectus also stated that the initial distribution of the Partnership would be adjusted to reflect the actual number of days from the closing of the offering to the end of the quarter. The initial cash distribution of 16.81 cents per unit was calculated as follows:

Date offering closed: May 28, 1999
End of initial quarter: June 30, 1999
Number of days from closing to quarter end: 34
Number of days in full three-month quarter: 91
Minimum Quarterly Distribution: 45 cents

34 days divided by 91 days multiplied by 45 cents = 16.81 cents

Cash Distribution Policy

The common units and subordinated units represent limited partner interests in the Partnership. During the period which subordinated units are outstanding (the subordination period), to the extent there is sufficient available cash, the holders of common units are entitled to receive a minimum quarterly distribution (MQD), plus any arrearages on the common units. The holders of subordinated units will have the right to receive the MQD only after the common units have received the MQD plus any arrearages in payment of the MQD. The subordinated units are not entitled to arrearages. Upon expiration of the subordination period, which will generally not occur before June 30, 2004, the subordinated units will convert into common units on a one-for-one basis and will then participate pro rata with the other common units in distributions of available cash.

The holder of the general partner interest is entitled to receive 2 percent of total cash distributions until the MQD has been achieved, at which time it will have the right to receive incentive distributions. Incentive distribution rights represent the right to receive an increasing percentage of quarterly distributions of available cash after the MQD has been achieved.

The Partnership expects to make cash distributions approximately 45 days after the end of each quarter. There is no assurance, however, that the MQD will be made on the common units.

A detailed description of TC PipeLines cash distribution policy is in the May 24, 1999 initial public offering prospectus.