2004 Ruling 2004-0067151R3 - ruling-change of facts

Please note that the following document, although believed to be correct at the time of issue, may not represent the current position of the CRA.
Prenez note que ce document, bien qu'exact au moment émis, peut ne pas représenter la position actuelle de l'ARC.

Principal Issues: Will the amendment to the facts have any implication on the rulings provided?

Position: No.

Reasons: The changes are not material to the rulings provided.

XXXXXXXXXX 2004-006715

XXXXXXXXXX, 2004

Dear XXXXXXXXXX:

Re: XXXXXXXXXX
Advance Tax Ruling - Issue and Exercise of Options

This is in reply to your letter of XXXXXXXXXX wherein you advised us of changes to the proposed transactions described in our letter of XXXXXXXXXX, 2003, our file number 2002-017035 (the "Ruling"). Terms defined in the Ruling to have certain meaning have the same meaning when used in this letter.

The following changes are made to the Ruling:

1. That part of 25(e)(ii)(I) of the Ruling which presently reads:

"Retiree Stock will be redeemed by the Parent at the rate of XXXXXXXXXX percent per year of the total Shares held by a holder on the XXXXXXXXXX anniversary of the Participant's Retirement, commencing on the XXXXXXXXXX anniversary of the Participant's Retirement except that the Parent will have the right to redeem Shares of Retiree Stock if the holder is directly or indirectly employed or compensated by a competitor;"

is amended to provide that:

"(A) All Retiree Stock will have to be redeemed by the Parent no later than the XXXXXXXXXX anniversary following a Participants Retirement; and

(B) the Parent will have a right to redeem all Shares of Retiree Stock if the holder becomes employed or compensated by a competitor of the Parent."

The amendment is being made to reduce certain confusion in the application of the present provisions of the Certificate of Incorporation. On amendment, following retirement, a Participant may request that Shares be repurchased by the Parent during a Redemption Window. However, all decisions to redeem any Shares will be at the sole discretion of the Parent. Any Shares not redeemed by a retired Participant prior to the XXXXXXXXXX anniversary following retirement will be redeemed on the XXXXXXXXXX anniversary. Part (B) above is being added as a consequence to the amendment of the provisions of Section XXXXXXXXXX of the Certificate of Incorporation.

2. 25(e)(ii) of the Ruling is amended to add reference to XXXXXXXXXX new provisions of section XXXXXXXXXX of the Certificate of Incorporation. In particular XXXXXXXXXX

XXXXXXXXXX

3. New 25(e)(iii) of the Ruling is added to the Ruling to provide that: "XXXXXXXXXX"."

We confirm that the amendments described above to the Ruling will not affect the rulings given and that the rulings will continue to be binding as indicated therein, subject to the conditions set out therein.

Yours Truly,

XXXXXXXXXX
for Director
Financial Industries Division
Income Tax Rulings Directorate
Policy and Planning Branch