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•	In late 2018, the Health, Safety and Environment committee was renamed the Health, Safety, Sustainability and Environment committee.

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•	Dr. Samarasekera and Ms. Power both serve on the board of The Bank of Nova Scotia. If each is elected at the annual and special meeting of shareholders, there will be one board interlock. It has been determined that this relationship will not impair the exercise of their independent judgment.

•	The Board may waive the director retirement policy in special circumstances or if a director has not yet served seven years on the Board by age 70.

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1.	Subject to acceptance by Corporations Canada, the Toronto Stock Exchange and the New York Stock Exchange, the articles of TransCanada Corporation be amended to change TransCanada's name to:

2.

The directors of the Corporation are authorized, in their sole discretion and without further approval from shareholders to revoke, postpone and/or abandon this resolution at any time prior to the filing of the articles of amendment, and are further authorized to make consequential amendments as needed to any other documents or instrument of the Corporation to reflect the change of name, without further approval from shareholders.

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•	continue and approve the amended and restated shareholder rights plan agreement dated as of May 3, 2019 between TransCanada and Computershare, as rights agent, and

•	authorize TransCanada's officers or directors to carry out the activities to execute the necessary documents or instruments for approval of the shareholder rights plan.

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•	amending the definition of “permitted bid” to be outstanding for a minimum period of 105 days or such shorter period that a take-over bid must remain open for deposits of securities, in the applicable circumstances, pursuant to Canadian securities laws, and

•	certain additional non-substantive, technical and administrative amendments, including to align the requirements as to how long a “competing permitted bid” must remain outstanding the minimum number of days as required under Canadian securities laws, permit book entry form registration of rights and provide an exception for certain exempt acquisitions.

•	a circular is issued, informing all shareholders of the bid,

•	the bid is made available to all shareholders,

•	the bid is available for a minimum period of 105 days or such shorter period that a take-over bid must remain open for deposits of securities, in the applicable circumstances, pursuant to Canadian securities laws,

•	shares tendered to the take-over bid can be taken up only after such minimum period, and only if more than 50 per cent of our total shares outstanding and held by independent shareholders, (shareholders other than the bidder, its affiliates and anyone acting jointly or together with others) have been tendered and not withdrawn, and

•	as soon as more than 50 per cent of the shares held by independent shareholders have been tendered to the take-over bid, the bidder must publicly disclose this and keep the bid open for another 10 business days to allow any additional deposits of shares.

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•	the offering price for each share is greater than the subject bid,

•	the offering price exceeds the offering price in the subject bid by a specified amount, as long as the specified amount is not greater than seven per cent higher than in the subject bid, or

•	the number of shares you can tender exceeds the number of shares in the subject bid by a specified amount, as long as the specified amount is seven per cent or less, and the offering price is not less than the offering price in the subject bid.

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•	a copy of the lock-up agreement must be made available to TransCanada and the public for review, and

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the locked-up person does not agree to pay break-up or top-up fees, penalties, reimbursement of expenses, or other amounts that total more than the sum of: a) 2.5 per cent of the value to be paid to the locked-up person under the subject bid, and b) 50 per cent of the difference between the amount the locked-up person would receive under another take-over bid or transaction and what they would have received under the subject bid, if they do not tender their shares to the subject bid or withdraw them to deposit with another bid or transaction.

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•	Mr. Girling is not a member of any committees, but is invited to attend committee meetings as required.

•	Mr. Benson was a member of the Audit committee until April 27, 2018 when he became a member of the Human Resources committee.

•	Mr. Jackson was a member of the Governance committee until April 27, 2018 when he became a member of the Audit committee.

•	Ms. Salomone was a member of the Human Resources committee until April 27, 2018 when she became a member of the Governance committee.

•	Dr. Samarasekera was a member of the Governance committee until April 27, 2018 when she became a member of the Human Resources committee.

•	Mr. Stewart was a member of the Audit committee until April 27, 2018 when he became a member of the Governance committee.

•	On June 13, 2018, Mr. Limbacher was appointed as a director and became a member of the Audit and Health, Safety & Environment committees.

•	Mr. Burney and Mr. Waugh retired from the Board on April 27, 2018.

•	In late 2018, the Health, Safety and Environment committee was renamed the Health, Safety, Sustainability and Environment committee.

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•	an independent, non-executive Chair,

•	all directors except our CEO are independent,

•	knowledgeable, diverse and experienced directors who ensure that we promote ethical behaviour throughout TransCanada,

•	qualified directors who can make a meaningful contribution to the Board, the development of our strategy and business, and oversight of our risk management processes,

•	significant share ownership requirements to align the directors’ interests with those of our shareholders,

•	annual assessments of Board, Chair, committee and director effectiveness, and

•	an effective board size.

•	consider all aspects of diversity,

•	assess the skills and backgrounds collectively represented on the Board to ensure that they reflect the diverse nature of the business environment in which we operate,

•	consider candidates on merit against objective criteria having due regard to the benefits of diversity on the Board, and

•	at their discretion, engage qualified independent external advisors to identify and assess candidates that meet the Board’s skills and diversity criteria.

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•	assess the effectiveness of the Board Diversity policy,

•	monitor and review our progress in achieving the aspirational target for gender diversity,

•	monitor the implementation of the Board Diversity policy, and

•	report to the Board and recommend any revisions that may be necessary.

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•	outside directors may not serve on more than four public company boards in total,

•	the CEO may not serve on more than two public company boards in total (including TransCanada), and

•	Audit committee members may not serve on more than three audit committees in total.

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•	composition and organization of the Board,

•	duties and responsibilities for managing the affairs of the Board, and

•	oversight responsibilities for:

•	management and human resources

•	strategy and planning

•	financial and corporate issues

•	business and risk management, including compensation risk

•	policies and procedures

•	compliance reporting and corporate communications, and

•	general legal obligations, including its ability to use independent advisors as necessary.

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•	an enterprise risk heat map

•	an enterprise risk register, and

•	a board risk report, providing a prioritized list of enterprise risks, an assessment of those risks, and current mitigation activities, along with management and Board accountabilities for each risk.

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•	Planning: risk and regulatory assessment, objective and target setting, defining roles and responsibilities.

•	Implementing: development and implementation of programs, procedures and standards to manage operational risk.

•	Reporting: incident reporting and investigation, and performance monitoring.

•	Action: assurance activities and review of performance by management.

•	overall HSSE corporate governance,

•	operational performance and preventive maintenance metrics,

•	asset integrity programs,

•	emergency preparedness, incident response and evaluation,

•	people and process safety performance metrics,

•	our Environment Program,

•	developments in and compliance with applicable legislation and regulations, including those related to the environment,

•	prevention, mitigation and management of risks related to HSSE matters, including climate-change related risks which may adversely impact TransCanada,

•	sustainability matters, including social, environmental and climate-change related matters, and

•	management's approach to voluntary public disclosure on HSSE matters.

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•	details about their duties and obligations as a member of the Board,

•	information about our business, strategy and operations,

•	copies of the Board and committee charters,

•	copies of recent public disclosure filings, and

•	documents from recent Board meetings.

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•	they have not served seven consecutive years by age 70, or

•	their continued service is in the best interests of the company, because of their specific skills and experience.

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•	notify the Corporate Secretary in writing, and

•	provide the information required in our By-law Number 1, which can be found on our website (www.transcanada.com) or on SEDAR (www.sedar.com).

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•	Audit committee,

•	Governance committee,

•	Health, Safety, Sustainability and Environment committee, and

•	Human Resources committee.

•	review reports on climate change-related laws and regulations and their potential impact on TransCanada,

•	review reports on climate-related risks and opportunities (physical, technological, regulatory and social),

•	receive information on stakeholder engagement on sustainability issues,

•	oversee management's approach to voluntary reporting on sustainability matters, and

•	report and update on initiatives with operations, research and development, and projects that support sustainability.

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•	maximizing the full-life value of our infrastructure assets and commercial positions,

•	commercially developing and building new asset investment programs,

•	cultivating a focused portfolio of high quality development options, and

•	maximizing our competitive strengths.

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•	Structured process: The committee has implemented a formal decision-making process that involves management, the committee and the Board. The committee uses a multi-step review process for all compensation matters, first adopting goals and metrics of performance, reviewing how performance compares to the pre-established metrics and then seeking Board input as to the reasonableness of the results.

•	Benchmarking to ensure fairness: Executive compensation is reviewed every year. Director compensation is reviewed every two years by the Governance committee and the Board. Both director and executive compensation are benchmarked against size appropriate peer groups to assess competitiveness and fairness, and the appropriateness of the composition of the applicable peer groups is reviewed.

•

Modelling and stress testing: The committee uses modelling to stress test different compensation scenarios and potential future executive compensation. This includes an analysis of the potential effect of different corporate performance scenarios on previously awarded and outstanding compensation to assess whether the results are reasonable. The committee also uses modelling to assess the payments under the terms of the executives’ employment agreements for severance and change of control situations.

•	Independent advice: The committee uses an independent external compensation consultant to provide advice in connection with executive pay benchmarking, incentive plan design, compensation governance and pay for performance.

•

Alignment with shareholders: The committee and the Board place a significant emphasis on long-term incentives when determining the total direct compensation for the CEO and each executive vice-president. Our long-term incentives include stock options and performance vesting executive share units (ESUs) – both of which encourage value creation over the long-term and align executives’ interests with our shareholders.

•	Pre-established objectives: Each year the Board approves corporate, business unit and individual objectives that are aligned with the overall business plan for the CEO and each executive vice-president. These objectives are used to assess performance and determine compensation.

•	Multi-year performance-based compensation: Awards under the ESU plan are paid out based on our performance against objectives set for the three-year vesting period.

•	Limits on variable compensation payments: Short-term incentive awards are subject to a minimum of a zero payout up to a maximum payout of two times target. Long-term incentive awards under the ESU plan are subject to a minimum of a zero payout up to a maximum payout of two times the final number of units accrued at the end of the vesting period.

•	Discretion: The Board completes a formal assessment annually, and can then use its discretion to increase or decrease any compensation awards if it deems it appropriate based on market factors or other extenuating circumstances. However, to maintain the integrity of the metrics-based framework, the Board exercises its discretion sparingly.

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•	Corporate objectives: We adopt corporate objectives consistent with our approved strategic plan so that the Board can monitor how compensation influences business decisions.

•	Share ownership requirements: We have share ownership requirements for both directors and executives, reflecting the Board’s view that directors and executives can represent the interests of shareholders more effectively if they have a significant investment in TransCanada.

•	Post retirement share ownership requirement: Starting in 2019, the CEO role is required to maintain his/her required ownership level for one year post-retirement.

•	Prohibition on hedging: Our trading policy includes an Anti-hedging policy preventing directors and officers from using derivatives or other instruments to insulate them from movements in our share price. This includes prepaid variable forward contracts, equity swaps, collars, units of exchange funds, and other hedging vehicles.

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Reimbursement: We have an Incentive compensation reimbursement policy which requires employees at the vice-president level and above to repay vested and unvested short and long-term incentive compensation (including proceeds realized from the exercise of stock options) granted in the three-year period preceding a restatement of financial results or a material error in financial reporting if the restatement or error resulted from the employee’s intentional misconduct. We continue to monitor best practices for reimbursement policies and will update the policy as these practices change. In addition, if there is an incidence of misconduct with our financial reporting and we must restate our financial statements because of material non-compliance with a financial reporting requirement, our CEO and CFO are required by law to reimburse TransCanada for incentive-based compensation related to the period the misconduct occurred. They must also reimburse us for any profits they realized from trading TransCanada securities during the 12 months following the issue of the misstated financial statements.

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Say on pay: We implemented a non-binding advisory shareholder vote on our approach to executive compensation starting in 2010. The results shown in the table below confirm that a significant majority of shareholders have accepted our approach to executive compensation. The approval vote as a percentage of shares voted in favour of our approach to executive compensation for the last three years are as follows:

•	Code of business ethics: Our Code applies to employees, contract workers, independent consultants and directors. The Code incorporates principles of good conduct and ethical and responsible behaviour to guide our decisions and actions and the way we conduct business.

•	we have the proper practices in place to effectively identify and mitigate potential risk, and

•	TransCanada’s compensation policies and practices do not encourage the CEO, executive vice-presidents, or any employee to take inappropriate or excessive risks, and are not reasonably likely to have a material adverse effect on our company.

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•	advising on compensation levels for the CEO and named executives,

•	assessing the CEO’s recommendations on the compensation of the other named executives,

•	attending all of its committee meetings (unless otherwise requested by the committee Chair),

•	providing data, analysis or opinion on compensation-related matters requested by the committee or its Chair, and

•	reporting to the committee on any matters that may arise related to executive compensation.

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•	Mr. Limbacher, Mr. Lowe, Ms. Reynolds, Ms. Salomone and Mr. Vandal received their share-based awards, retainers and travel in U.S. dollars. The values presented in this table are in Canadian dollars, and reflect a U.S./Canadian foreign exchange rate of 1.2894 as at March 29, 2018, 1.3168 as at June 29, 2018, 1.2945 as at September 28, 2018 and 1.3642 as at December 31, 2018.

•	Mr. Girling is compensated in his role as President and CEO, and does not receive any director compensation.

•	Fees earned includes Board and committee chair retainers and travel fees paid in cash, including the portion they chose to receive as DSUs.

•	Share-based awards include the portion of the Board retainer ($125,000) and the Board Chair retainer ($290,000) that we automatically pay in DSUs. There were no additional grants of DSUs in 2018.

•	Mr. Benson received unreserved parking valued at $4,237 and Mr. Jackson received reserved parking valued at $6,220.

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•	Mr. Limbacher, Mr. Lowe, Ms. Reynolds, Ms. Salomone and Mr. Vandal received their share-based awards, retainers and travel fees in U.S. dollars. The values presented in this table are in Canadian dollars, and reflect a U.S./Canada foreign exchange rate of 1.2894 as at March 29, 2018, 1.3168 as at June 29, 2018, 1.2945 as at September 28, 2018 and 1.3642 as at December 31, 2018.

•	DSUs credited include all share-based awards vested or earned by the directors in 2018. The minimum portion of the Board retainer paid in DSUs in 2018 was $290,000 for the Chair and $125,000 for the other directors. DSUs credited also includes the portion of the retainers and travel fees directors chose to receive in DSUs in 2018.

•	Total cash and DSUs credited is the total dollar amount paid for duties performed on the TransCanada and TCPL Boards.

•	DSUs were paid quarterly based on share prices of $53.28, $56.88, $52.26 and $48.75, the closing prices of TransCanada shares on the TSX at the end of each quarter in 2018, respectively. Directors are able to redeem their DSUs when they leave the Board.

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•	the total value of each director’s shares and DSUs or shares of our affiliates, including the DSUs credited as dividend equivalents up to January 31, 2019

•	their holdings as a percentage of their 2018 annual retainer

•	the minimum equity investment required, as a multiple of their annual retainer.

•	DSUs include DSUs credited as dividend equivalents up to January 31, 2019.

•	Total market value is the market value of TransCanada shares and DSUs, calculated using a closing share price on the TSX of $56.89 on February 20, 2018 and $58.85 on February 28, 2019. It includes DSUs credited as dividend equivalents up to January 31, 2019.

•	Mr. Crétier's holdings include 3,120 shares held by his wife.

•	Mr. Stewart’s holdings include 2,210 shares held beneficially by his wife.

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•	All share-based awards in this chart are DSUs.

•	The total Market or payout value of share-based awards that have not vested is $303,825 at December 31, 2018.

•	Shares or units not vested are dividends declared at December 31, 2018, but not payable until January 31, 2019. Number of shares or units of share based awards that have not vested is calculated using the closing price of TransCanada shares on the TSX at January 31, 2019 $55.88.

•	Mr. Burney and Mr. Waugh retired on April 27, 2018 and both have until April 27, 2019 to fully redeem their DSUs.

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•	Russell Girling, President and Chief Executive Officer

•	Donald Marchand, Executive Vice-President and Chief Financial Officer

•	Stanley Chapman III, Executive Vice-President and President, U.S. Natural Gas Pipelines

•	Karl Johannson, Executive Vice-President and President, Canada and Mexico Natural Gas Pipelines and Energy

•	Paul Miller, Executive Vice-President and President, Liquids Pipelines.

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•	Comparable earnings per share and Comparable earnings are non-GAAP measures and do not have any standardized meanings prescribed by U.S. GAAP (see Schedule C on page 118 for more information).

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•	provide a compensation package that 'pays for performance' by rewarding executives for delivering on our corporate objectives and achieving our overall strategy

•	offer levels and types of compensation that are competitive with the market

•	align executives’ interests with those of our various stakeholders

•	attract, engage and retain our executives.

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•	the size of TransCanada relative to the peer companies

•	a broad sample size which reduces potential volatility in the data

•	the scope of TransCanada’s North American business activities

•	the broad market from which TransCanada competes for executive talent.

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•	Named executive peer group scope information reflects 2017 data, unless otherwise noted, as this was the most current information available at the time the analysis was performed. For comparability, the TransCanada scope information also reflects 2017 data.

•	Values reflect a U.S./Canada foreign exchange rate of 1.2957 for 2018 and 1.2986 for 2017.

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•	Number of ESUs vesting is the number of ESUs originally granted plus ESUs earned as dividend equivalents during the three-year performance period. Dividends and ESUs vest at the same time and only to the same extent that the underlying ESUs vest.

•	Valuation price on the vesting date is the volume-weighted average closing price of TransCanada shares for the 20 trading days immediately prior to and including the vesting date (December 31).

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•	the shares are consolidated, subdivided, converted, exchanged, reclassified or in any way substituted, or

•	a stock dividend that is not in place of an ordinary course cash dividend is paid on the shares.

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•	clarify an item

•	correct an error or omission

•	change the vesting date of an existing grant, or

•	change the expiry date of an outstanding option to an earlier date.

•	increasing the number of shares available for issue under the plan

•	lowering the exercise price of a previously granted option

•	canceling and reissuing an option

•	permitting options to be transferable or assignable other than for normal estate settlement purposes

•	changing the categories of individuals eligible to participate in the plan

•	providing financial assistance to a participant in connection with the exercise of options

•	extending the expiry date of an option

•	changing the types of amendments that require shareholder approval.

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Highest average earnings is the average of an employee’s best 36 consecutive months of pensionable earnings in their last 15 years of employment. Pensionable earnings means an employee’s base salary plus the annual short-term incentive award up to a pre-established maximum, expressed as a percentage of base salary. For 2018, this is 100 per cent for the CEO, and 60 per cent for the other named executives. Pensionable earnings do not include any other forms of compensation.

•	YMPE is the Year’s Maximum Pensionable Earnings under the Canada/Québec Pension Plan.

•	Final average YMPE is the average of the YMPE in effect for the latest calendar year from which earnings are included in Employees’ highest average earnings calculation plus the two previous years.

•	Credited service is the employee’s years of credited pensionable service in the plan. Registered DB plans are subject to a maximum annual benefit accrual under the Income Tax Act (Canada) which is currently $2,944 for each year of credited service. Participants therefore cannot earn benefits in the registered plan on any compensation that is higher than approximately $184,000 per year.

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•	monthly pension for life, and 60 per cent is paid to the spouse after the employee dies, or

•	if the employee is not married, the monthly pension is paid to the employee’s beneficiary or estate for the balance of the 10 years, if the employee dies within 10 years of retirement.

•	increasing the percentage of the pension value that continues after they die

•	adding a guarantee period to the pension, or

•	transferring the lump sum commuted value of the registered pension plan to a locked-in retirement account up to certain tax limits and the excess is paid in cash. Subject to company discretion, the supplemental pension plan commuted value may also be transferred and paid in cash.

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•	a flexible perquisite allowance to use at their discretion

•	club memberships

•	a reserved parking space

•	an annual car allowance.

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•	The Financial objective will score a maximum of 1.0 if the ratio of dividends per share/comparable funds generated from operations per share is greater than 50 per cent. The ratio for 2018 was 38 per cent.

•	The committee evaluated all non-comparable adjustments to 2018 EPS and concluded that they are non-recurring items or unrealized gains/losses and it is therefore appropriate to exclude them in evaluating performance against the scorecard target.

•	Comparable earnings per share as reported by the company was $3.86, calculated as follows:

•	We calculate both Net income per common share and Comparable earnings per share based on the weighted average number of our shares outstanding (902 million in 2018).

•	Comparable earnings per share and Comparable funds generated from operations per share are non-GAAP measures and do not have any standardized meaning as prescribed by U.S. GAAP (see Schedule C for more information).

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•	Relative TSR is calculated using $52.26, the twenty-day volume weighted average closing price of TransCanada shares on the TSX at December 31, 2018. Our absolute TSR performance was 32.3 per cent.

•	The ratio of cumulative dividends per share/cumulative funds generated from operations (FGFO) per share for the three-year period was less than 50 per cent (37 per cent), and so satisfied the additional modifier for the comparable earnings per share multiplier.

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•	Spectra Energy Corp. and Veresen Inc. were initially approved as part of the 2016 ESU award peer group, but were removed due to their respective acquisition by Enbridge Inc. and Pembina Pipeline Corp.

•	Number of ESUs awarded is the value of the ESU award divided by the valuation price of $44.90 (the volume-weighted average closing price of TransCanada shares on the TSX for the twenty trading days immediately prior to and including the grant date (January 1, 2016)).

•	Number of ESUs vesting includes an equivalent number of units for the final dividend that is declared as of December 31, 2018 but which has not been paid at the vesting date. The final dividend value is awarded in cash and has been converted to units and is reflected under Number of ESUs vesting.

•	Value of ESU payout is calculated using the valuation price of $52.26 (the volume-weighted average closing price of TransCanada shares on the TSX for the twenty trading days immediately prior to and including the vesting date (December 31, 2018)).

•	The Value of ESU award for Mr. Chapman is expressed here in Canadian dollars based on a U.S./Canada foreign exchange rate of 1.3248 for 2016. The Value of ESU payout for Mr. Chapman reflects a U.S./Canada foreign exchange rate of 1.2957 for 2018.

•	Mr. Chapman joined TransCanada on July 1, 2016 and received a special 2016 ESU award on this date to recognize his appointment. The % of original award for Mr. Chapman is lower than the per cent for the other named executives because this award did not accrue dividends on March 30, 2016 and June 30, 2016.

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•	Salary is the actual base salary earned during each of the three years. For Mr. Chapman, the 2016 amount shown in Salary includes compensation earned for the period July 1 to December 31, as prior to such date he was employed by Columbia.

•	Share-based awards is the long-term incentive compensation that was awarded as ESUs. The number of ESUs granted is the value of the ESU award divided by the volume-weighted average closing price of TransCanada shares for the twenty trading days immediately prior to and including the grant date: $61.95 in 2018, $60.48 in 2017 and $44.90 in 2016.

•	Option-based awards is the long-term incentive compensation that was awarded as stock options. The exercise price is the closing market price of TransCanada shares on the TSX on the trading day immediately prior to the grant date: $56.89 in 2018, $62.14 in 2017 and $48.44 in 2016. See Stock option valuation below for more information.

•	Annual incentive plans is the short-term incentive award, paid as an annual cash bonus and attributable to the noted financial year. Payments are made in the first quarter of the following year.

•	There are no long-term non-equity incentive plans.

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Pension value for all of the Canadian named executives includes the annual compensatory value from the DB pension plan. The annual compensatory value is the compensatory change in the accrued obligation and includes the service cost to TransCanada in 2018, plus compensation changes that were higher or lower than the base salary assumptions, and plan changes. Pension value for the U.S. named executive is the value of the annual employer contribution to the 401(k) Plan. See Retirement benefits below for more information.

•	Values provided to Mr. Chapman reflect a U.S./Canada foreign exchange rate of 1.2957 for 2018, 1.2986 for 2017, and 1.3248 for 2016.

•	Mr. Marchand was appointed Executive Vice-President and Chief Financial Officer on February 1, 2017. Amounts shown for 2016 and 2017 prior to his appointment include compensation in his previous position as Executive Vice-President, Corporate Development and Chief Financial Officer.

•	Mr. Chapman joined TransCanada and was appointed Senior Vice-President and General Manager, U.S. Natural Gas Pipelines on July 1, 2016. The amount shown in 2016 under Annual incentive plans includes compensation earned for the period July 1 to December 31 in his new position and a pre-closing award earned for the period January 1 to June 30.

•	To recognize Mr. Chapman's appointment to Senior Vice-President and General Manager, U.S. Natural Gas Pipelines, the Board awarded him a special ESU award on July 1, 2016, valued at $1,126,080 shown in 2016 under Share-based awards.

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•	Mr. Chapman was appointed Executive Vice-President and President, U.S. Natural Gas Pipelines on April 28, 2017. Amounts shown in 2017 include compensation earned for the period April 28 to December 31 in his new position and for the period January 1 to April 27 in his previous position as Senior Vice-President and General Manager, U.S. Natural Gas Pipelines.

•	To recognize Mr. Chapman's appointment to Executive Vice-President and President, U.S. Natural Gas Pipelines, the Board awarded him a special grant of 100,000 stock options on May 10, 2017, valued at $960,964 with an exercise price of $63.83 shown in 2017 under Option-based awards. This special grant is in addition to the long-term incentive grant Mr. Chapman received in normal course.

•	Mr. Johannson was appointed Executive Vice-President and President, Canada and Mexico Natural Gas Pipelines and Energy on April 28, 2017. Amounts shown in 2017 include compensation earned for the period April 28 to December 31 in his new position and for the period January 1 to April 27 in his previous position as Executive Vice-President and President, Natural Gas Pipelines.

•	All other compensation includes other compensation not reported in any other column for each named executive and includes:

•	payments to the named executives by any of our subsidiaries and affiliates (including directors’ fees paid by affiliates and amounts paid for serving on management committees of entities that we hold an interest in):

•	matching contributions we made on behalf of the named executives under the Canadian employee stock savings plan:

•	cash payments if the named executive elected to receive payment in lieu of vacation entitlement from the previous year:

•	retention award payments made to a named executive in relation to the acquisition of Columbia:

•	Profit sharing contribution above the IRS compensation limit made to a named executive in relation to the legacy Columbia 401(k) plan provisions:

•	Perquisites in 2018, 2017 and 2016 are not included because they are less than $50,000 and 10 per cent of each named executive's total base salary.

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•	the number of stock options exercised in 2018

•	the total value they realized when the options were exercised.

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•	Value of unexercised in-the-money options is based on outstanding vested and unvested stock options and the difference between the option exercise price and year-end closing price of our shares.

•	Number of shares or units of shares that have not vested includes the amount of the grant, plus reinvested units earned as dividend equivalents of all outstanding ESUs as at December 31, 2018.

•	Market or payout value of share-based awards that have not vested is the minimum payout value of all outstanding ESUs as at December 31, 2018. The value is calculated by multiplying 50 per cent of the number of units that have not vested by the year-end closing price of our shares. The value for Mr. Chapman reflects a U.S./Canada foreign exchange rate of 1.2957 for 2018.

•	No value is shown for Market or payout value of vested share-based awards not paid out or distributed. The ESU award granted in 2016 vested on December 31, 2018, and will be paid in March 2019. These awards are shown in the next table.

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•	Option-based awards is the total value the named executives would have realized if they had exercised the stock options on the vesting date.

•	Share-based awards is the payout value of the 2016 ESU awards for the named executives. See the Payout of 2016 executive share unit award section for more information.

•	The Share-based awards value for Mr. Chapman reflects a U.S./Canada foreign exchange rate of 1.2957 for 2018.

•	Non-equity incentive plan compensation is the short-term incentive award for 2018. This amount is shown under Annual incentive plans in the Summary compensation table on page 100.

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•	number of shares to be issued under the stock option plan when outstanding options are exercised

•	weighted average exercise price of the outstanding options

•	number of shares available for future issue under the option plan.

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•

In 2004, the committee approved arrangements for Mr. Girling and Mr. Johannson to receive additional credited service to recognize their high potential and to retain them as employees. The credited service was received for years when they were not formally enrolled in the pension plan, but were employees of TransCanada. Messrs. Girling and Johannson each received an additional three years of credited service on September 8, 2007 after maintaining continuous employment with us of the same duration. The additional credited service is recognized only in the supplemental pension plan for earnings exceeding the maximum set under the Income Tax Act (Canada).

•	Annual benefits at year end is the annual lifetime benefit payable at age 60, based on the years of credited service and the actual pensionable earnings history, as of December 31, 2018.

•	Annual benefits at age 65 is the annual lifetime benefit payable at age 65, based on the years of credited service at age 65 and the actual pensionable earnings history, as of December 31, 2018.

•

Opening and closing present value of defined benefit obligation is at December 31, 2017 and December 31, 2018, respectively. It represents actuarial assumptions and methods that are consistent with those used for calculating the pension obligations disclosed in our 2017 and 2018 consolidated financial statements. These assumptions reflect our best estimate of future events, and the values in the above table may not be directly comparable to similar estimates of pension obligations that may be disclosed by other corporations.

•	Compensatory change includes the service cost to TransCanada in 2018, plus the impact on the obligation due to actual compensation changes that were higher or lower than assumed, and plan changes.

•	Non-compensatory change includes the interest on the accrued obligation at the start of the year and changes in assumptions in the year.

•	Accumulated value at start of year is the beginning of year value of the 401(k) account funded by employer contributions.

•	Compensatory value is the annual employer contribution to the 401(k) Plan.

•	Accumulated value at year end is the end of year value of the 401(k) account funded by employer contributions and includes investment earnings.

•	Values reflect a U.S./Canada foreign exchange rate of 1.2957 for 2018.

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•	a health spending account that can be used to pay for eligible health and dental expenses and/or to purchase private health insurance

•	a security plan that provides a safety net if there are significant medical expenses

•	life insurance that provides a death benefit of $10,000 to a designated beneficiary.

•	access to medical plans that provide a wide range of coverage

•	life insurance that provides a death benefit of $10,000 to a designated beneficiary.

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•	Resignation includes voluntary resignation but not resignation as a result of constructive dismissal. If a named executive resigns because of constructive dismissal, it is treated as termination without cause.

•	The short-term incentive award is not paid on resignation unless the Board uses its discretion.

•	Average bonus equals the average short-term incentive award paid to the named executive for the three years preceding the separation date.

•	The notice period is currently two years for each named executive.

•	Benefits on termination without cause is paid as an equivalent lump-sum for Mr. Chapman, and retiree benefits eligibility would be determined on the termination date.

•	For Mr. Chapman, there are certain differences due to U.S. tax law. These differences are:

•	to the extent any of Mr. Chapman's payments are subject to section 409A of the U.S. Internal Revenue Code of 1986, they may be deferred for a period of six months following the date of termination

•	certain payments will be reduced in a specific order to the extent excise tax applies

•	Mr. Chapman will receive two times seven per cent of his annual salary in lieu of 401(k) participation.

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•	more than 50 per cent of the voting shares of TransCanada, or

•	more than 50 per cent of the voting shares of TCPL (not including the voting shares held by TransCanada).

•	payment of a severance allowance equal to the annual compensation during the notice period where annual compensation is composed of base salary and the three-year average of annual incentive compensation

•	a pensionable service credit of two years under the supplemental pension plans

•	continuation of health, dental, life and accident insurance benefits during the notice period or cash payment in lieu of such benefits

•	a cash payment in lieu of perquisites during the notice period

•	professional outplacement services to a maximum of $25,000

•	accelerated vesting and payment of ESUs

•	accelerated vesting of stock options.

•	to the extent any of Mr. Chapman's payments are subject to section 409A of the U.S. Internal Revenue Code of 1986, they may be deferred for a period of six months following the date of termination

•	certain payments will be reduced in a specific order to the extent excise tax applies

•	Mr. Chapman will receive a lump sum cash payment with respect to benefits; he does not have the option to continue benefits during the notice period

•	Mr. Chapman will receive lump sum cash payment equal to two times seven per cent of his annual salary in lieu of 401(k) Plan participation.

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•	any stock options or ESUs vesting as part of normal employment

•	pension benefits that would normally be provided following resignation, or

•	retiree benefits.

•	Termination without cause following a change of control also applies if the named executive resigns because of constructive dismissal and the separation date is within two years of the date of a change of control.

•	There are no incremental payments that would be made to each named executive in the event of a change of control without termination.

•	ESUs and stock options continue to vest under the Retirement scenario provided the named executive is age 55 or over.

•	Mr. Chapman was not eligible for retirement as of December 31, 2018.

•	Values provided to Mr. Chapman reflect a U.S./Canada foreign exchange rate of 1.2957 for 2018, 1.2986 for 2017, and 1.3248 for 2016.

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•	former executives or directors of TransCanada or any of our subsidiaries,

•	this year’s nominated directors, and

•	any associate of a director, executive officer or nominated director.

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•	Recognizing the unique connection Indigenous people have to the land and their community governance

•	Ensuring meaningful and respectful engagement with Indigenous groups, as early as possible, using a principled approach

•	Achieving regulatory certainty using a pragmatic approach in the jurisdiction where we are building or operating

•	Building innovative project strategies, reflecting engagement and regulatory outcomes that are defensible and commercially reasonable, and community led.

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1.	Throughout this document TransCanada means TransCanada Corporation and you and your mean the holder of common shares of TransCanada Corporation.

2.	You have the right to appoint anyone to attend and act on your behalf at the meeting (proxyholder) - the person does not need to be a TransCanada shareholder. If you wish to appoint a person other than the management nominees listed in this form of proxy, please insert the name of your chosen proxyholder in the space provided (see reverse).

3.

If the shares are registered in the name of more than one owner (for example joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. For securities registered in the name of a corporation, estate, trust or minor, an authorized officer or attorney must sign this form and state his or her signing capacity or position. This person may also have to provide proof that he or she is authorized to sign.

4.	This form of proxy should be signed in the exact manner as the name appears on the proxy.

5.	If this form of proxy is not dated, it will be deemed to be dated the date this form was received by or on behalf of us.

6.	The shares represented by this form of proxy will be voted as you direct, however, if you do not make a direction in respect of any matter, this proxy will be voted as recommended by management.

7.

If there are any amendments to the items of business identified in the Notice of annual and special meeting of shareholders or any other matters that properly come before the meeting, your proxyholder has the discretion to vote as he or she sees fit; in each instance, to the extent permitted by law, whether or not the amendment or other item of business that comes before the meeting is routine or contested.

8.	This proxy should be read in conjunction with the Notice of annual and special meeting of shareholders, and the Management information circular.

9.	Proxies are counted and tabulated by Computershare, TransCanada’s transfer agent, in such a manner as to ensure the votes are kept confidential, except: (a) as required by law, (b) if there is a proxy contest, or (c) if there are written comments on the form of proxy.

10.	Late proxies may be accepted or rejected by the chair of the meeting at his or her discretion and the chair of the meeting is under no obligation to accept or reject any particular late proxy. The chair of the meeting may waive or extend the proxy cut-off without notice.

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