Issuer:

TransCanada PipeLines Limited

Security:

4.60% Senior Notes due 2045

Size:

U.S.$750,000,000

Maturity Date:

March 31, 2045

Coupon:

4.60%

Interest Payment Dates:

March 31 and September 30, commencing on September 30, 2015

Price to Public:

100.00% of principal amount

Re-Offer Yield:

4.60%

Denominations:

$200,000 and integral multiples of $1,000 in excess thereof

Optional Redemption:

Callable, in whole but not in part, at par, on each March 31 on or after March 31, 2020, plus accrued and unpaid interest, if any, to but excluding the redemption date.

Tax Redemption:

At any time, in whole but not in part, at par if certain changes affecting Canadian withholding taxes occur.

Trade Date:

March 18, 2015

Expected Settlement Date:

March 31, 2015 (T+9)

ISIN:

XS1117298320

Common Code:

111729832

Issuer Ratings:

A- by Standard & Poor’s Ratings Services

A3 by Moody’s Investors Service, Inc.

Manager:

E.Sun Commercial Bank, Ltd.

Structuring Agent:

J.P. Morgan Securities LLC

Day Count Convention:

30/360

Business Days:

New York, Toronto, Calgary and Taipei

Business Day Convention:

Unadjusted/following

Clearing Systems:

Euroclear/Clearstream

Listing:

Application has been made to the Taipei Exchange, formerly known as GreTai Securities Market (the “TPEx”) for listing of, and permission to deal in, the Securities by way of debt issues to professional institutional investors under Paragraph 2, Article 19-7 of the Regulations Governing Securities Firms of the Republic of China (“ROC”). No assurance can be given that such application will be approved or that the TPEx listing will be maintained. The TPEx is not responsible for the content of this pricing term sheet and no representation is made by the TPEx as to the accuracy or completeness of this pricing term sheet. The TPEx expressly disclaims any and all liability for any losses arising from, or as a result of the reliance on, all or part of the contents of this pricing term sheet.

ROC Selling Restrictions:

The Securities have not been, and shall not be, offered, sold or resold, directly or indirectly, in the ROC to investors other than “professional institutional investors” as defined under Paragraph 2, Article 19-7 of the Regulations Governing Securities Firms of the ROC.