0001104659-10-013433 Sample Contracts

TransAlta Corporation US$300,000,000 Underwriting Agreement
Underwriting Agreement • March 10th, 2010 • Transalta Corp • Electric services • New York

TransAlta Corporation, a corporation organized under the laws of Canada (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, US$300,000,000 principal amount of its 6.500% senior notes due 2040 (the “Securities”), to be issued under an indenture (the “Indenture”) dated as of June 25, 2002, between the Company and The Bank of New York, as trustee (the “Trustee”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term “Representatives” as used herein shall mean you, as Underwriters, and the terms “Representatives” and “Underwriters” shall mean either the singular or plural as the context requires. Certain terms used herein are defined in Section 18 hereof.

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