TC PipeLines, LP (TCLP)

ARTICLE XIII

DISPUTE RESOLUTION

13.1         Agreement to Arbitrate.  In the event that any dispute, difference or question arises between any Partners as to the meaning or interpretation of any provision of this Agreement or as to the performance of a Partner of its obligations hereunder, whether before or after the termination of this Agreement, and upon which such Partners cannot agree, then every such dispute, difference or question shall be referred to arbitration in accordance with the provisions of Section 13.2.  No action may be brought by any Partner with respect to any such matter but the same shall be determined only by arbitration.

13.2         Procedure.  If any Partner wishes to submit a dispute, difference or question to arbitration as provided in Section 13.2, it shall do so by giving notice of arbitration to the other

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Partners, setting out in such notice the dispute, difference or question to be determined by arbitration.  Upon receipt of such notice by the other Partners, the Partners party to the dispute (the “Disputing Partners”) shall proceed to appoint a single arbitrator (the “Arbitrator”).  If the Disputing Partners do not agree on the appointment of a single arbitrator within 20 days after the receipt of notice of arbitration by the Disputing Partner(s) to whom such notice is given, or within such greater period as the Disputing Partners may agree in writing, any Disputing Partner may appoint an arbitrator and give notice to the other Disputing Partner(s) of the appointment of such arbitrator.  The Disputing Partner receiving such notice within 20 days thereafter shall appoint a second arbitrator; if such party fails to name a second arbitrator within the said period of 20 days, a second arbitrator may be appointed by the first Disputing Partner.  The two arbitrators so appointed shall appoint a third arbitrator.  If the two arbitrators are unable to agree as to the third arbitrator, any of the Disputing Partners may request the Chief Justice of the Ontario Court of Justice, General Division or the Senior Federal District Judge of the United States District Court, Eastern District of Michigan, to appoint a third arbitrator and the person so appointed by the Chief Justice of the Ontario Court of Justice, General Division or by the Senior Federal District Judge of the United States District Court, Eastern District of Michigan, shall be the third arbitrator (in such case, such panel of three arbitrators shall be the “Arbitrator”).  The decision of the Arbitrator shall be final and binding, and the Partners agree that judgment on the Arbitrator’s award may be entered by any circuit court of the State of Michigan or by any other court of competent jurisdiction.  Except as otherwise provided herein or required by law, the arbitration shall be conducted under the rules of the American Arbitration Association.