1999 Ruling 9931613 - AMENDMENT TO PROPOSED DSUP PLAN

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.

Please note that the following document, although believed to be correct at the time of issue, may not represent the current position of the Department.

Prenez note que ce document, bien qu'exact au moment émis, peut ne pas représenter la position actuelle du ministère.

Principal Issues: Will we accept the amendments to the phantom stock plan (ruling 992246) which will be implemented XXXXXXXXXX?

Position: Yes

Reasons: 6801(d) satisfied.

XXXXXXXXXX 993161

Attention: XXXXXXXXXX

XXXXXXXXXX 1999

Dear Sirs:

Re: XXXXXXXXXX
Advance Income Tax Ruling 992246, dated XXXXXXXXXX, 1999

This is in reply to your letter dated XXXXXXXXXX, wherein you advised us of certain amendments to the proposed transactions described in the above-referenced Advance Income Tax Ruling (hereinafter referred to as the "Ruling Letter").

Any reference herein to paragraphs are references to those contained in the Ruling Letter and any defined terms used in the letter have the meanings assigned to them in the Ruling Letter.

The Ruling Letter is hereby amended as follows:

1. The reference in 6(b) to "including a termination of employment within ninety (90) days following a change in control of the Company" in the first sentence of the definition of "Cessation of Employment" is hereby deleted.

2. The reference in 6(d) to "employment income" in the definition of "Employee Savings Plan" is hereby deleted and replaced by "Eligible Earnings, as defined for purposes of the Company's Employee Savings Plan".

3. The definition of "Market Value" in 6(e) is hereby deleted and replaced by:

""Market Value", as of any particular date, means the higher of the closing prices for a common share of the Company on the XXXXXXXXXX Stock Exchanges, on that date, or if at least one board lot of common shares shall not have been traded on XXXXXXXXXX stock exchanges on that date, on the immediately preceding day for which at least one board lot of common shares was so traded; or if, at any time, the common shares are no longer listed on XXXXXXXXXX Stock Exchanges, then the Market Value shall be calculated on the basis of the closing price, on the aforesaid date, for a common share of the Company on the stock exchange on which the common shares are listed and had the greatest volume of trading on that particular date."

4. The reference in 7(e) to "with the participant's own contribution under the Employee Savings Plan in the preceding calendar year, rounded to the nearest whole number" is hereby deleted and replaced by "under the Employee Savings Plan, with the portion of the Participant's own contributions which does not exceed XXXXXXXXXX% of his or her Eligible Earnings, as defined for purposes of the Company's Employee Savings Plan, in the preceding calendar year, rounded to the nearest whole number".

Notwithstanding the above changes, we confirm that, subject to the conditions set out therein, the rulings given in the Ruling Letter will continue to be binding on the Canada Customs and Revenue Agency in accordance with the practice outlined in Information Circular 70-6R3 dated December 30, 1996, provided that the Plan is implemented by XXXXXXXXXX.

Yours truly,

XXXXXXXXXX
for Director
Financial Industries Division
Income Tax Rulings and
Interpretations Directorate