Harmon, Curran, Spielberg + Eisenberg LLP 1726 M Street NW, Suite 600 202.328.3500 I officeWashington DC 20036-4523 202.328.6918 I fax

HarmonCurran.com

September 27, 2011

Heather H. HuntU.S Department of JusticeNational Security DivisionFARA Registration Unit600 E Street NWBicentennial Building Room 1301Washington, DC 20004

Dear Ms. Hunt,

On behalf of Friends of the Earth, I am submitting the following information to demonstrate that,Paul Elliott, a government relations employee of TransCanada, has acted as agent of a foreignprincipal and therefore violated the Foreign Agents Registration Act. We respectfully requestthat you immediately open an investigation of this matter.

TransCanada, a Canadian oil and gas company based in Calgary seeks to build a new oil pipelinethat would extend 2,000 miles from Alberta, Canada to Texas. The pipeline, known as theKeystone XL (KXL), has generated intense public controversy because it will carry one of theworld’s dirtiest fuels: tar sands oil. The risks of spills are significant because they coulddevastate ecosystems, pollute water sources, and jeopardize the public health of manycommunities. To build the pipeline through the United States, TransCanada must obtain a permitfrom the State Department; before issuing it State must both conduct a review under the NationalEnvironmental Policy Act1 and make a determination that the Pipeline is in the “nationalinterest”.2

Assessing whether or not the Pipeline could significantly affect the environment and whether thePipeline is in the national interest require the formulation of domestic and foreign policy onseveral complex issues implicated by the dynamic changes in the world around us. Such policydecisions are classic examples of governmental decisions covered by FARA. The task is not amatter of simply applying existing policy for two reasons: current policy goals are in conflict andin light of changes in the world those current policies are being reconsidered. People allege thatthere is a conflict between federal policy in favor of protection of the natural environment andthe country’s search for energy security and economic revitalization. But significantly, the USpolicy on energy security is not static. Considerations of energy security include not only areview of present technical and geopolitical problems of fossil fuels production but also thefuture of renewable energy. An analysis of economic security must consider the unfolding

A brief history of the State Department environmental review follows. The State Department received Transcanada’s originalpipeline application on September 19, 2008. State conducted scoping activities in 2009 and issued a Draft Environmental ImpactStatement (DEIS) on April 16, 2010. Due to perceived inadequacies of that DEIS, the EPA rated the DEIS as’~ Inadequate-3”because potentially significant impacts were not evaluated and additional information and analyses were necessary to ensure thatthe ElS fully informed decision makers and the public about potential consequences of the Keystone XL Project. State issued asupplemental DEIS (SDEIS), which in turn received a negative appraisal from the EPA which rated the SDEIS “EnvironmentalObjections-Insufficient Information (EO-2)” given concerns regarding the potential environmental impacts of the proposedProject, as well as the level of analysis and information provided concerning those impacts. State issued a Final ElS on August26, 2011 and is currently receiving public comments and awaiting further comments from EPA and other agencies.2 Executive Order 13337.

Harmon, Curran, Spielberg + Eisenberg LLP

global financial crisis which may affect both the price of energy and also demand for it. Inanalyzing activities such as the production of tar sands oil which produce greenhouse gases, thesecurity and economic consequences of climate change cannot be ignored. Thus the decision bythe State Department to grant or withhold a permit for the KXL pipeline requires sensitive policydecisions.

Documents obtained by Friends of the Earth from the State Department under the Freedom ofInformation Act demonstrate that as early as September 2009, Paul Elliott, an employee in thegovernment Relations Department of TransCanada, and a former senior campai~n aide to thenSenator Hillary Clinton, was seeking to lobby officials of the State Department. For example, inMay of 2010, he organized and attended a lobby meeting between TransCanada President andCEO, Hal Kvisle, and David Goldwyn, Special Envoy and Coordinator for International EnergyAffairs, Office of the Coordinator of International Energy Affairs Bureau of Economic, Energy,and Business Affairs, and Michael Sullivan, Bureau of Economic, Energy and Business Affairs,of the State Department (Exhibit 1). The meeting, which may have also included MatthewMcManus, Energy Producer-Country Affairs Division Chief, Office of International Energy andCommodity Policy at the State Department, addressed proposed comments and stakeholderlobbying on the Draft Environmental Impact Statement. Elliott followed up this meeting bytransmitting a letter from Brian Schweitzer, Governor of Montana, to Goldwyn, McManus andother contacts at the State Department, in order to convey further information about support forthe pipeline proposal (Exhibit 2). The letters to State continued with one addressed to PresidentObama and copied to Secretaries Clinton and Chu and Director Browner (Exhibit 3).

Meetings at the State Department were only part of TransCanada’s efforts to influence decisionsregarding the KXL pipeline. Mr. Elliott reports that he and the President and CEO ofTransCanada met with Senators Inhofe, Thune, Tester, Nelson and Murkowski andRepresentatives Herseth Sandlin and Peter Welsh in May of 2010 (Exhibit 1).

Paul Elliott registered under the Lobby Disclosure Act on December 16, 2010 (Exhibit 4)•4 Thecurrent and anticipated lobbying issues identified omit the KXL Pipeline and curiously includethe Waxman-Markey bill (passed by the House of Representatives on June 26, 2009 which thendied in the Senate July of 2010) and the Kerry Boxer bill (introduced in October of 2009 and nolonger active). Accordingly, during 2009 and 2010, Elliott states he engaged in federal lobbyingon behalf of TransCanada which required FARA registration.

In light of Mr. Elliott’s significant lobbying activities for a foreign principal, we respectfhllyrequest an immediate investigation of this violation of the Foreign Agents Registration Act.

Sin,9erely,~J

It is important to note that thus far the documents concerning Paul Elliott obtained by Friends of the Earth are only from a singleoffice of the State Department. The State Department is conducting searches of documents from other offices and bureaus andother releases are expected (Exhibit 5). In addition, we believe that inquiries to other agencies would be likely to produce otherrelevant documents particularly from the Energy Department and the office of Director Browner in the white House.Although the effective date of registration is listed as November 5,2011, it was tiled electronically more than a month later.

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UNCLASSIFIED RELEASED IN FULL

ToN, Nora F

From: Toiv, Nora FSent: Wednesday. May 19, 2010 3:05 PMTo: ‘Paul Elliott’SubJect: RE: Introductions

Thanks for the read out. Cheryl will be in the DR that week.

From: Paul Elliott [maiitq:paul~ellio~@tr~nscanada.com1Sent: Wednesday, May 19, 2010 12:16 PMTo: Toiv, Nora FSubject: RE: Introductions

More,

Our meeting with David Soldwyn and Michael Sullivan was very productive.David provide us with insight on what he’d like to see by way of on the record comment during this publiccomment period of this Keystone KXL draft environmental Impact statement.We are working with our stakeholders, shIppers and vendors to deliver on the insight David shared with usand to do so by the June 15 deadline.We also spent the day on the Hill meeting with Senator’s Inhale, Thune, Tester, Nelson and Murkowski.We met with the staffs of Representatives 1-terseth Sandlin and Peter Welsh.Mr. Kvisle told me last night, before departing for Calgary, that he’d like to return to Washington duringthe time period of June 2,3,4 and he’d welcome the chance to meet briefly with Cheryl, should herschedule permit. Again, this would be a quick meet and greet. Mr. Kvlsle will return for meetings withmembers of Congress whose states and districts are impacted by the Keystone KXL pipeline.If you’d like me to submit a more formal request to you for a meet and greet between Cheryl and HalKvisie, please let me know.Thank you.

Paul ElliottGovernment RelationsTransCanada CorporationTelephone: (646) 823-7026Cell: (917) 828-3g83

lkom: ToN, t4ora F Irnallto:ToivNF~state.QOV1Sent: Wednesday, May 19, 2010 12:02 PMTo: Paul ElliottSubject: RE: Introductions

Hi Paul. How was your meeting?

From: Paul Elliott rmailto:paul eljiotti~transcanada.com1Sent: Sunday, May 16, 2010 3:04 PMTo: Mills, Cheryl I)Subject: Introductions

Hello Cheryl,

Hal Kvlsle, President and CEO of TransCanada Corporation, is scheduled to meet with David Goldwyn andMatthew McManUs on Monday, May 17 at the State Department on the topic of TransCaflada’s KeystoneXXI. pipeline. Mr. KvisIe has asked me to see if he mJg~t be bri~fjy iritr~iyged to you. We are scheduled

UNITED STATES DEPARTMENT OF STATE UNCLASsIFIbUREVIEW AUTHORITY: JAMES F COOPERDATE/CASE ID: 09 AUG 2011 201101495.

UNCLASSIFIED

to be at the State Department at 11:00 a.m. on Monday, May 17. Mr. Kvisle could be available for a quickstop by to see you at 9:30 a.m. or at 12:30 p.m. Mr. Kvisle isn’t looking for anything from you other thanthe chance to meet you.

Please let me know your thoughts at your earliest convenience and I appreciate your time andconsideration of this request.

Paul ElliottGovernment RelationsTransCanada CorporationTelephone: (646) 823-7026Cell: (917) 828-3983

This electronic message and any attached documents are intended only for the named addressee(s). Thiscommunication from TransCanada may contain information that is privileged, confidentialor. otherwiseprotected from disclosure and it must not be disclosed, copied, forwarded or distributed without authorization. Ifyou have received this message in error, please notify the sender immediately and delete the original message.Thank you. .

This electronic message and any attached documents are intended only for the named addres~ee(s). Thiscommunication from Transcanada may contain information that is privileged, confidential or otherwiseprotected from disclosure and it must not be disclosed, copied, forwarded or distributed without authorization. Ifyou have received this message in error, please notify the sender immediately and delete..the~odginilrneSsa~e..Thank you,

UNCkASSIFIED

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UNCLASSIFIED RELEASED IN FULL

Toiv,NoraF

From: Paul Elliott (paui_elliott@trariScaflada.COmlSent; Thursday, May 20. 2010 4:46 PMTo: Goidwyn, David LCc; McManus, Matthew.T; iDuggan, J. Brian; Orlando, Elizabeth A; Toiv, Nora FSubject: Governor Brian Schweitzer Goes on the Record in Support of Keystone KXLAttachments: Schweitzer to Clinton re Keystone May 201 0.pdf; Governor Schweitzer letter re Keystone XL

May 2010.pdf

David,

It was good to see you this past Tuesday. We appreciate the chance to tatk to you about the prbgresS ofKeystone KXL.

Please find below the text of one of two letters Montana Governor Brian Schweitzer has written to theState Department In support of Keystone KXL, Please find attached the PDF version of both letter. Thesecond letter goes into great detail to address the economic benefits, energy security and domestic oilproduction benefits generated as a result of Keystone KXL.

May 10, 2010The Honorable 1-lillary ClintonSecretary of StateU.S. Department of State2201 C Street N.W.Washington, DC 20520

Dear Secretary Clinton;

Recently a number of advocacy groups sent your office a letter asking you to suspend the permitting &the Keystone XL (KXL) pipeline. I do not believe a suspension is warranted in this case. I wholeheartedlysupport and stand behind the rigorous permitting process already in place that is being administeredjointly by the State Department and the Montana Department of Environmental Quality.

KXL has the potential to be an economic boon For Montana’s economy by increasing jobs and tax revenuesand opening up potential new markets for oil from our Bakken and Wllhston formations.

The pipeline could also potentially enhance U.S. energy security by helping displace oil from unfriendly orunstable nations overseas. However the project will only have my support to proceed If it Is done in anenvironmentally safe and responsible way. I trust in the permitting processes already in place and Ibelieve they are thoroughly sufficient to gauge whether or not the project will meet environmentalstandards.

Therefore, I urge you to let the permitting process proceed as designed and reject-the recant-requestt~.suspend It.

Sincerely,

BRIAN SCHWEITZER

Paul ElliottGovernment RelationsTransCanada CorporationTelephone: (546) 823-7026CetI: (917) 828-3983UNITED STATES DEPARTMENT OF STATEREVIEW AUTHORITY JAMES P COOPERDATE/CASEID:O9AUG2O1I 201101495

UNCLASSIFIED

This electronic message and any attached documents are intended only for the named addressee(s). Thiscommunication from TransCanada may contain infonnation that is privileged, confidential or otherwiseprotected from disclosure and it must not be disclosed, copied, forwarded or distributed without authorization. Ifyou have received this message in error, please noti& the sender immediately and delete the original message.Thank you.

UNCLASSIFIED

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UNCLASSIFIED RELEASED IN FULL

Toiv, Nora FFrom: ToW, Nora FSent: Monday, June 14,2010 5:45 PMTo: S_SpecialAsslstantsSubject: FW: Organized Labor Supports Keystone I4XL PipelineAttachments: UA June11 2010 Letter to WI-I Supporting KXL.pdf

For tasking. Thanks.

From: Paul Elliott [mailto:paul_elliott@transcaflada.COm)Sent: Monday, June 14, 2010 4:36 PMTo: Paul Elliott-Subject: Organized Labor Supports Keystone IOU. Pipeline

Attached and below is the text of a letter in support of Keystone KXL transmitted Friday, June 11, fromWilliam Hite the General President of United Association of Journeymen and Apprentices of the Plumb.Ingand Pipefitting Industry of the United States and Canada1 AFL-CIO to the White House, the StateDepartment and the Department of Energy,

The union represents the largest number of workers on the Keystone Pipeline and more than 300000members across North America in the plumbing and pipefitting industry- General President Hite’sattathed letter includes a detailed briefing for the White House, tha.State Department and the Departmentof Energy of the critical issues specific to the Keystone KXL permIt including greenhouse gas emissions,the pipeline’s economic impact to states and localities and energy security.

June 11, 2010

The Honorable Barack ObamaThe White House1600 Pennsylvania Avenue NWWashington, DC 20500

Re: Keystone KXL Pipeline Project

Dear President Obama:

On behalf of the 350,000 members of the United Association, I am writing to request your strong supportfor the Keystone KXL Pipeline project being developed by Transcanada, Inc. As discussed below, there arespecific regulatory actions pending before your Administration which we r~quest expechtiGu& review andapproval.

Here’s why. Keystone KXL is a major $12 billion economic stirñulus and investment project that wilEsubstantially expand U.S. underground pipeline infrastructure and capacity by constructing a safe andreliable transmission facility for transporting crude oil from Canada through the U.S. Midwest and to ourCult Coast refineries. This initiative not only fulfills sound U.S. energy pohcy goals, but wILL spur rabust.employment opportunities for American workers in the construction industry, as well as related industries.

Your vision for a modern U.S. energy policy calls for greater energy independence, both for the sake ofdeveroping self-reliant energy production and enhancing our nationar security. WdrIclng’with our Canadianpartners, this project helps promote these critically important goals and allows us to take a giant stepforward in building North American energy independence.

Of equal importance, the Keystone KXL project will serve as a major engine for future jOb growth and helpput Americans back to work. Mr. President, as you know, the alarming fact is that unemployment in theUNITED STATES DEPARTMENT OF STATEREVIEW AUTHORITY: JAMES I? COOPER UNCLASSIFIEDDATEFCASE ID: 09 AUG 2011 201101495

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U.S. construction industry is now over 20 percent. Our Industry has literally millions of people looking forwork and far too many losing their homes and facing other severe hardships.

Keystone KXL alone will create some 10,000 critically-n eeded fobs for building trades workers, It is alsoestimated this project will generate over 340,000 additional U.S. jobs between 2011 and 2015 in otheraffected industries, including manufacturing and service industries. Significantly, all of this job-creationwill occur without a single dollar of federal stimulus funds. Moreover, many state and local governmentsstand to benefit since they will collect substantial tax revenues generated by this initiative (over $100million in property tax alone, plus sales, fuel and other taxes). Local communities will benefit as well fromnew business and employment opportunities that emerge as this nearly 2,000-mile pipeline unfolds acrossthe country. Keystone KXL is also a well-planned project. TransCanada currently manages more than35,000 miles of oil and natural gas pipeline in the U.S. and it has done an exemplary job of planning andorganizing this project. Long-term transportatldn contracts are already In place, as are numerous supplycontracts with U.S. equipment manufacturers. A great deal of the regulatory-work has already beerrcompleted as key approvals have been issued from the Canadian governmeht; other approvals have beensecured or are expected shortly from state governments (n South Dakota and Montana. Additional pointsregarding the status and positive impact of the Keystone Project are set Forth in the attached briefingdocument.

At this stage, there are two major regulatory actions needed From the federal government to moveKeystone KXL forward and that are crucial to its success:

(a) A Presidential Permit from the State Department which requires completion of anEnvironmental Impact Statement and a finding that the project serves the national interest and;

(b) TransCanada has petitioned the Pipeline Hazardous Materials Safety Administration (PHMSA) ta use artupdated design standard for the Keystone XL pipeline, similar to that currently in use for gas pipelines.The updated standard reflects significant advances in the manufacturing, metallurgy, tesUng andassessment of pipelines, resulting in higher quality steel, and pipe and pipeline systems. These advanceshave significantly reduced the risk of failure in pipelines.

The sooner these action~ are completed, the more the project’s success will be guaranteed. Conversely,the more they are delayed, the more the project will be put at risk.

We understand that substantial progress has been made with respect to each of these actions already andrespectfully request the continued support and assistance of your administration to finalize these mattersand, if at all possible, expedite them for the reasons set forth above. In sum, please know that the UnitedAssociaUon stands firmly behind TransCanada and the Keystone KXL project. We believe this projectexemplifies the commitments we share with your Administration of promoting energy independence,putting people back to work, and helping our country get on the road to economic recovery.

Thank you again for your strong commitment to the United Association and your continuing efforts onbehalf of all working men and women across America.

Sincerely,

William P. HiteGeneral President

cc: The Honorable IliHary Rodham Clinton, Secretary of StateThe Honorable Carol Browner., Director, White House Energy and Climate ChangeThe Honorable Dr. Steven Chu, U.S. Secretary of EnergyRick Terven, Sr., Director, UA Pohtical and Legislative Affairs

UNCLASSIFIED

UNCLASSIFIED

Paul ElliottGovernment RelationsTransCanada CorporationTelephone: (646) 823-7026Cell: (917) 828-3983

This electronic message and any attached documents are intended only for the named addressee(s). Thiscommunication from TransCanada may contain information that is privileged, confidential or otherwiseprotected from disclosure and it must not be disclosed, copied, forwarded or distributed without authorization. Ifyou have received this message in error, please notilS’ the sender immediately and delete the original message~Thank you.

UNCLASSIFIED

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Clerk of the House of Representatives Secretary of the SenateLegislative Resource Center Office of Public RecordsB-106 Cannon Building 232 Hart BuildingWashington, DC 20515 Washington, DC 20510

liItp://Iobbvincdisclost,re.house.,~ov htlp://~v~v~v.senate.eov/lobbv

LOBBYING REGISTRATIONLobbying Disclosure Act of 1995 (Section 4)Check One: New Registrant 1i New Client for Existing Registrant j~ Amendment

2. House Identification

1. Effective Date of Registration 11/05/2010Senate Identification 400684035

REGISTRANT ~ Organization/Lobbying Firm Self Employed Individual

3. Registrant TransCanada Pipelines, LtdAddress 450 1sf Street SW Address2

City Calgary State AR4. Principal place of business (if different than line 3)

City State

6. General description of registrant’s business or activities

Energy Company, natural gas transmission and power servicesCLIENT A Lobbying Fir??, is required to file a separate registration for each client. Organizations employing in-house lobbyists should check the box

labeled “Self” ant/proceed to line 10. ~ Self

7. Client name TransCanada Pipelines, LtdAddress

City State Zip - Country

8. Principal place of business (if different than line 7)

City State Zip - Country

9. General description of client’s business or activities

LOBBYISTS10. Name of each individual who has acted or is expected to act as a lobbyist for the client identified on line 7. If any person listed inthis section has served as a “covered executive branch official” or “covered legislative branch official” within twenty years of firstacting as a lobbyist for the client, stale the executive and/or legislative position(s) in which lhe person served.

Name Covered Official Position (if applicable)First ILaat Hsufnx

Paul Elliott

5. Contact name and telephone number

Contact Charles R. Nuckolls

Zip T2P5H1-

Zip

Country CAN

Country

International Number

Telephone (202) 496-7176 E-mail rnuckolls@mckennalong.com

v6.O.Od Pagel of 2

Registrant TransCanada Pipelines, Ltd Client Name TransCanada Pipelines, Ltd

LOBBYING ISSUES11. General lobbying issue areas (Select all applicable codes).

ENG _____ _____ _____ _____

12. Specific lobbying issues (current and anticipated)Natural Gas issues in the United States and between the U.S and Canada; energy reform legislation impacting natural gas transmssion; climate changelegislation including Waxman-Markey and Boxer-Kerry bills;

AFFILIATED ORGANIZATIONS13. Is there an entity other than the client that contributes more than $5,000 to the lobbying activities of the registrant ina quarterly period and either actively participates in and/or in whole or in major part plans, supervises or controls the registrant’slobbying activities?

~j No --> Go to line 14 Yes --> Complete the rest of this section for each entity matching thecriteria above, then proceed to line 14.

Internet Address:

Name Address Principal Place of BusinessStreetCity SlatelProvince Zip Code Countey

City

State Country

City

State Country

City

State Country

FOREIGN ENTITIES14. Is there any foreign entity

a) holds at least 20% equitable ownership in the client or any organization identified on line 13: orb) directly or indirectly, in whole or in major part, plans, supervises, controls, directs, finances or subsidizes activities ofthe client or any organization identified on line 13; orc) is an affiliate of the client or any organization identified on line 13 and has a direct interest in the outcome of thelobbying activity?

~j No --> Sign and date the registration. ~ Yes --> Complete the rest of this section for each entity matchingthe criteria above, then sign the registration.

AddressPrincipal place of business Amount of contribution Ownership

Name Street (city and state or country) for lobbying activitiesCity Slate/Province Counity

City%

State Country

City%

State Country

Signature Filed Electronically Date 12/1 6/2010Printed Name and Title Charles R. Nuckolls, Washington counsel

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United States Department of’ State

Washington, D.C. 20520

AUG 252011

Case No. 201101495Segments: 5001 and 5002

Mr. Alex MooreFriends of the Earth1100 15th Street, NW1 1th FloorWashington, DC 20005

Dear Mr. Moore:

In response to your request dated December 13, 2010 under the Freedom ofInformation Act (Title 5 USC Section 552), we have initiated searches of the-following Department of State record systems: the Bureau ofWesternHemisphere Affairs, the Bureau of Oceans and International EnvironmentalScientific Affairs, the Bureau of Economic, Energy, and Business Affafrs, theOffice of the Legal Adviser, the Office of the Secretary, the Office of theDeputy Secretary, the Office of the Counselor, the Office of the ExecutiveSecretariat, the Office of the Under Secretary for Energy and AgriculturalAffairs, the U.S. Embassy in Ottawa, and the U.S. Consulate in Alberta.

The search of the files of the Office of the Secretary has been completed andhas resulted in the retrieval of 34 documents that are responsive to yourrequest. After reviewing these documents, we have determined that all 34 maybe released in fUll. Please find them enclosed.

The searches of the remaining office files are underway, and we will keep youinformed as youir case progresses.

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If you have any questions, you may contact the Trial Attorney PatrickNemeroff at 202- 305-8727.

Sincerely,

C/ Alex GalovichCo-Director, ActingOffice of Information Programs and Services

Enclosures:As stated.