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DEFINITIONS In this letter, all monetary amounts are expressed in Canadian dollars unless otherwise indicated, and the following terms or expressions have the meaning specified: a) "Act" means the Income Tax Act R.S.C. 1985 (5th Supp.) c.1 as amended from time to time and consolidated to the date of this letter and unless otherwise expressly stated every reference herein to a part, section or subsection, paragraph or subparagraph and clause or subclause, is a reference to the relevant provision of the Act, and the Income Tax Regulations thereunder are referred to as the Regulations; b) "adjusted cost base" ("ACB") has the meaning assigned by subsection 248(1); c) "agreed amount" means the amount agreed on by the transferor and the transferee in respect of an eligible property in an election filed pursuant to subsection 85(1); d) "arm's length" has the meaning assigned by subsection 251(1); e) "Aunt" means XXXXXXXXXX, an individual resident of Canada; f) "BN" means the tax identification number assigned by the CRA to the particular entity as defined in subsection 248(1); g) "Canadian-controlled private corporation" ("CCPC") has the meaning assigned by subsection 125(7); h) "capital dividend account" ("CDA") has the meaning assigned by subsection 89(1); i) "capital property" has the meaning assigned by section 54; j) "Cousin 1" means XXXXXXXXXX, an individual resident of Canada; k) "Cousin 1 Family Trust" means the "XXXXXXXXXX " which was established for the benefit of Cousin 1, his descendants in the first or second degree and the XXXXXXXXXX (a registered charity). ... The only shares of TC1 that are issued and outstanding are XXXXXXXXXX common shares (voting, participating), XXXXXXXXXX Class B shares (non-voting, non-participating, redeemable), XXXXXXXXXX Class C shares (non-voting, non-participating, redeemable) and XXXXXXXXXX Class D shares (non-voting, non-participating, redeemable), which are owned as follows: Shares Subco Cousinco2 Cousinco3 Common XXXXXXXX XXXXXXXX XXXXXXXX Class B XXXXXXXX Class C XXXXXXXX XXXXXXXX Class D XXXXXXXX % of value XXXXXXX % XXXXXXX % XXXXXXX % 19. ... The above rulings are subject to the limitations and qualifications set out in Information Circular 70-6R5 dated May 17, 2002 and are binding on CRA provided that the Proposed Transactions are completed by XXXXXXXXXX. ...

Principal Issues: (i) Can we rule that a particular royalty, relating to XXXXXXXXXX in Canada, will constitute a "XXXXXXXXXX "? ... Position: (i) No, however, an opinion was given that it will so qualify provided the amendments to the definition of that phrase are enacted substantially in the form released by the Department of Finance on December 20, 2002. ... "Ruling 3" means the advance income tax ruling issued to Trust 1, et al, dated XXXXXXXXXX, 2002, including any amendments thereto. ...

For each calendar year in which an Emitter has not reduced its GHG emissions by the required amount, the Emitter will be required to compute and pay to the Fund a CCP equal to the positive amount calculated in accordance with the following formula: CCP = XXXXXXXXXX where: A is the Emitter's actual GHG emissions level for the year; P is the Emitter's GHG emissions level for the year as prescribed in the Draft Climate Regulations after the application of the reductions required by the Draft Climate Regulations; O is any offset credit utilized by the Emitter for the year towards achievement of its required reductions; PC is the number of tonnes of CO2e of Performance Credits utilized by the Emitter for the year towards the achievement of its required reductions; PCI is the number of tonnes of CO2e allocated to the Emitter by the Minister as a result of investment by that Emitter in a Pre-Certified Investment that the Emitter is able to include during the year towards the achievement of its required reductions; REA is the number of tonnes of CO2e allocated to the Emitter by the Minister with respect to recognition for early action that the Emitter is able to include in the year towards the achievement of its required reductions; OC is the amount of other tonnes of CO2e that the Minister permits the Emitter to deduct; and C is the XXXXXXXXXX as prescribed in the Draft Climate Regulations. 51. ... An Emitter for the purpose of the Climate Act will include industrial facilities as follows: (a) electricity generation; (b) petroleum refining facilities; (c) oil sands facilities; (d) pulp and paper facilities (e) steel production facilities; (f) natural gas pipelines – facility based with a minimum of 50 kt CO2e per year; (g) upstream oil and gas facilities – facility based with a minimum threshold of 50 kt CO2e per year; (h) fertilizer plants – facility based with a minimum threshold of 50 kt CO2e per year; (i) chemical plants- facility based with a minimum threshold of 50 kt CO2e per year; (j) potash mines- facility based with a minimum threshold of 100 kt CO2e per year; (k) coal carbonizing plants- facility based with a minimum threshold of 50 kt CO2e per year; (l) Ethanol plants, biodiesel facilities or canola crushing plants. ... These rulings are given subject to the limitations and qualifications set out in Information Circular 70-6R5 issued by the Canada Revenue Agency on May 17, 2002, and are binding on the Canada Revenue Agency provided that the Climate Act and Regulations are enacted before XXXXXXXXXX. ...

Such right to a dividend shall be forever extinguished XXXXXXXXXX months after the expiration of any financial year of DC; (v) the Class E preferred shares are entitled to non-cumulative preferential dividends from XXXXXXXXXX per cent (XXXXXXXXXX%) up to a maximum of XXXXXXXXXX per cent (XXXXXXXXXX %) per annum on the capital amount paid up on each Class E preferred share in priority of any other shares of DC, except Class A preferred shares, Class B preferred shares, Class C preferred shares and Class D preferred shares. ... XXXXXXXXXX Class D preferred shares which are held by XXXXXXXXXX (the "Trust D"), with an aggregate PUC of $ XXXXXXXXXX and an aggregate ACB of $XXXXXXXXXX; b. ... These rulings are given subject to the limitations and qualifications set forth in Information Circular 70-6R5 issued on May 17, 2002, and are binding on the Canada Revenue Agency provided that the proposed transactions are completed before XXXXXXXXXX. ...

The Newlossco3 Preferred Shares will be entitled to non-cumulative dividends not exceeding XXXXXXXXXX % of their redemption amount. ... The consideration will be a demand non-interest-bearing note (the " Newlossco2 Note B") with a principal amount and FMV equal to the redemption value of the Newlossco2 Preferred Share. ... The rulings are given subject to the limitations and qualifications set out in Information Circular 70-6R5 dated May 17, 2002 and are binding on the CRA provided that the proposed transactions are completed before XXXXXXXXXX. ...

BCo and CCo implemented a loss consolidation arrangement in 2002 which was the subject matter of an advance income tax ruling XXXXXXXXXX (the "Loss Consolidation"). ... Each CCo Reorganization Share will entitle the holder thereof to a non-cumulative cash dividend equal to XXXXXXXXXX % per annum of the redemption amount of the share at that time having priority over the CCo New Common Shares. ... These rulings are given subject to the limitations and qualifications set out in Information Circular 70-6R5 issued by CRA on May 17, 2002 and are binding on the CRA provided that the Proposed Transactions are completed by XXXXXXXXXX. ...

The following terms have the meanings specified: "Bidco" means XXXXXXXXXX, a taxable Canadian corporation that was incorporated in XXXXXXXXXX and, a wholly owned subsidiary of Subco; "Circular" means the take-over bid Circular dated XXXXXXXXXX accompanying the Offer and forming part of the Offer; "Compulsory Acquisition" means the forced acquisition of Units of Dissenting Unitholders in accordance with section XXXXXXXXXX of the Declaration of Trust; "Declaration of Trust" means the declaration of trust governing the Fund dated XXXXXXXXXX, as amended and restated as of XXXXXXXXXX, and as amended from time to time; "Dissenting Unitholder" means a Unitholder who does not deposit his or her Units under an offer to purchase Units; "Fund Third Party Debt" means the amount owed by the Fund to third party lenders immediately before the proposed transaction as described in paragraph 8 below; "Fund" means XXXXXXXXXX an unincorporated, limited purpose trust established under the laws of the XXXXXXXXXX and its head office is located at XXXXXXXXXX; "GPCo" means XXXXXXXXXX, the general partner of the Partnership; "Lock-up Agreements" means the lock-up agreements each dated XXXXXXXXXX among Bidco, Subco and XXXXXXXXXX on the one hand, and among Bidco, Subco and XXXXXXXXXX on the other hand; "Newco" means the one or more taxable Canadian corporations that the Partnership will create and wholly-own, and through which it will operate its business, as referred to in paragraph 30(a); "Normal Growth Guidelines" means the Guidance Provided on "Normal Growth" for Income Trusts and Other Flow-Through Entities issued in a press release by the Department of Finance on December 15, 2006; "Note" means the demand non-interest bearing promissory note that will be issued by Bidco to the Fund as partial consideration for the sale of the Fund's assets as described in paragraph 28(d) below; XXXXXXXXXX; "Notice to Dissenting Unitholders" means the notice that may be given under section XXXXXXXXXX of the Declaration of Trust to Dissenting Unitholders by a person making an offer to purchase Units in order to force a Compulsory Acquisition; "Offer" means the offer dated XXXXXXXXXX made by Bidco (as amended by the Notice of Variation and Extension) to acquire all of the outstanding Units; "Parent" means XXXXXXXXXX, a taxable Canadian corporation that was incorporated under and governed by the XXXXXXXXXX; "Partnership Agreement" means the partnership agreement governing the Partnership dated XXXXXXXXXX, as amended and restated as of XXXXXXXXXX and as amended from time to time; "Partnership" means XXXXXXXXXX, a limited partnership established under the laws of the XXXXXXXXXX that is governed by the Partnership Agreement and the Partnership is presently, and will continue to be, a "Canadian partnership", within the meaning of that term in subsection 102(1), until it ceases to exist; "Residual Amount" means the amount equal to the difference between the face value of the Note and the amount of the capital gain made payable to Bidco as described in paragraph 28(e) below; "SIFT Partnership" means a "specified investment flow-through partnership" as that term is defined in subsection 197(1); "SIFT Trust" means a "specified investment flow-through trust" as that term is defined in subsection 122.1(1); "Special Resolution" means a resolution adopted by Unitholders at a special meeting of Unitholders and passed by the affirmative votes of the holders of at least XXXXXXXXXX% of the Units represented at such meeting or approved in writing by holders of at least XXXXXXXXXX % of the votes represented by the Units entitled to vote on such resolution; "Stock Exchange" means the XXXXXXXXXX; "Subco New Third Party Debt" means the debt that Subco has incurred by borrowing from third party lenders in order, inter alia, to fund the purchase of the Units under the Offer. ... The above rulings are given subject to the limitations and qualifications set out in Information Circular 70-6R5 dated May 17, 2002, and are binding on the Canada Revenue Agency provided that the proposed transactions are completed within six months of the date of this letter. ... XXXXXXXXXX Section Manager for Division Director International & Trusts Division Income Tax Rulings Directorate Legislative Policy and Regulatory Affairs Branch ...

In order to facilitate the proposed distribution described in Paragraph 24, DC will cause some or all of the real property described as XXXXXXXXXX to be severed in equal (XXXXXXXXXX %) interests. 17. ... DC will transfer its legal title (but not beneficial ownership) to the XXXXXXXXXX, a XXXXXXXXXX % severed interest in the XXXXXXXXXX, a XXXXXXXXXX% severed interest in the XXXXXXXXXX, a severed interest in XXXXXXXXXX (hereinafter referred to as the "Trusteed Real Property") to Bare Trusteeco. ... The above rulings are subject to the limitations and qualifications set out in Information Circular 70-6R5 dated May 17, 2002 and are binding on CRA provided that the Proposed Transactions are completed by XXXXXXXXXX. ...

(iv) Notwithstanding anything in the Plan to the contrary, for Tradable Options granted on or after XXXXXXXXXX, if a Canadian Participant's employment with all members of the Group is terminated by reason of death, disability or retirement (as approved by the Committee for Tradable Options granted on or after XXXXXXXXXX) prior to the end of the Option Period, the Tradable Option shall become XXXXXXXXXX % vested and non-forfeitable and shall expire on XXXXXXXXXX of the Option Period. (v) Notwithstanding anything in the Plan to the contrary, for Tradable Options granted on or after XXXXXXXXXX, if a Canadian Participant's employment with all members of the Group is terminated by reason of normal termination, and within XXXXXXXXXX days of such normal termination the Canadian Participant becomes disabled, the Tradable Options shall become XXXXXXXXXX % vested and non-forfeitable and shall expire on the last day of the Option Period. ... The above rulings are based on the Act in its present form and do not take into account any proposed amendments thereto, are given subject to the general limitations and qualifications set out in Information Circular 70-6R5 dated May 17, 2002, and are binding on the CRA provided that the Proposed Transactions and the Proposed Amendments are implemented by XXXXXXXXXX. ...

Its issued and outstanding share capital consists of: a) XXXXXXXXXX Class B voting, redeemable shares, entitled to a XXXXXXXXXX % non-cumulative dividend; b) XXXXXXXXXX Class D non-voting, redeemable and retractable shares, entitled to a XXXXXXXXXX % non-cumulative dividend; c) XXXXXXXXXX Class E voting common shares. ... The above rulings are subject to the limitations and qualifications set out in Information Circular 70-6R5 dated May 17, 2002 and are binding on the CRA provided that the Proposed Transactions (other than the filing of articles of dissolution of DC1 as described in Paragraph 23) are completed by XXXXXXXXXX. ...