0001104659-07-008094 Sample Contracts

Underwriting Agreement
Underwriting Agreement • February 7th, 2007 • Transcanada Corp • Natural gas transmission • Alberta

BMO Nesbitt Burns Inc., RBC Dominion Securities Inc. and TD Securities Inc., as co-lead underwriters (the “Co-Lead Underwriters”), and CIBC World Markets Inc., Scotia Capital Inc., National Bank Financial Inc., HSBC Securities (Canada) Inc., UBS Securities Canada Inc. and Canaccord Capital Corporation (together with the Co-Lead Underwriters, the “Underwriters”) understand that TransCanada Corporation (the “Corporation”) proposes to issue and sell 39,470,000 Subscription Receipts (as hereinafter defined) (the “Firm Securities”). Subject to the terms and conditions set forth below, the Underwriters hereby severally, but not jointly, agree to purchase from the Corporation, in the respective percentages provided for in Article 14 hereof, and by its acceptance hereof the Corporation agrees to sell to the Underwriters, at the Closing Time (as hereinafter defined), all but not less than all, of the Firm Securities at a price of $38.00 per Firm Security, being an aggregate purchase price of $1

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