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At that time, the applicable foreign currency exchange rate was US$1 = CDN$XXXXXXXXXX and the Canadian dollar equivalent of US$XXXXXXXXXX was CDN$XXXXXXXXXX; and (b) On XXXXXXXXXX, XXXXXXXXXX Co issued further Public Notes having an aggregate Principal Amount of US$XXXXXXXXXX. At that time, the applicable foreign currency exchange rate was US$1 = CDN$XXXXXXXXXX and the Canadian dollar equivalent of US$XXXXXXXXXX was CDN$XXXXXXXXXX. 9. ... 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 CRA provided that the proposed transactions are completed by XXXXXXXXXX. ...

On XXXXXXXXXX, DC completed the sale of a XXXXXXXXXX% interest in the "XXXXXXXXXX " property located in the XXXXXXXXXX area to XXXXXXXXXX. for consideration consisting of XXXXXXXXXX common shares of XXXXXXXXXX. ... The fair market value, immediately before the transfer described in Paragraph 26 below, of each Participant's shares of the capital stock of Spinco will be equal to the amount determined by the formula: (A x B/C) + D as set out in subparagraph (b)(iii) of the definition "permitted exchange" in subsection 55(1). ... 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. ...

Each Holdco will have authorized share capital as follows: (a) Class A preference shares: non-voting; non-participating; non-cumulative dividends at variable rates from XXXXXXXXXX% to XXXXXXXXXX% per annum; ranked XXXXXXXXXX upon dissolution, liquidation or wind-up; redeemable, retractable and may be purchased for cancellation for their redemption amount; (b) Class B preference shares: voting; non-participating; non-cumulative dividends at variable rates from XXXXXXXXXX% to XXXXXXXXXX% per annum; ranked XXXXXXXXXX upon dissolution, liquidation or wind-up; redeemable, retractable and may be purchased for cancellation for their redemption amount; (c) Class C preference shares: non-voting; non-participating; non-cumulative dividends at variable rates from XXXXXXXXXX% to XXXXXXXXXX% per annum; ranked XXXXXXXXXX upon dissolution, liquidation or wind-up; redeemable, retractable and may be purchased for cancellation for their redemption amount; (d) Class D preference shares: non-voting; non-participating; cumulative monthly dividends at a rate equal to XXXXXXXXXX% of the prime rate; ranked XXXXXXXXXX upon dissolution, liquidation or wind-up; redeemable, retractable and may be purchased for cancellation for their redemption amount; (e) Class E preference shares: issuable in series with terms and conditions (including dividend entitlement at variable rates from XXXXXXXXXX% to XXXXXXXXXX% per annum) to be determined by the directors upon filing of articles of amendment; ranked XXXXXXXXXX upon dissolution, liquidation or wind-up; (f) Class F preference shares: non-voting; non-participating; non-cumulative dividends at variable rates from XXXXXXXXXX% to XXXXXXXXXX% per annum; ranked XXXXXXXXXX upon dissolution, liquidation or wind-up; redeemable, retractable and may be purchased for cancellation for their redemption amount; (g) Class G preference shares: non-voting; non-participating; non-cumulative dividends at variable rates from XXXXXXXXXX % to XXXXXXXXXX % per annum; ranked XXXXXXXXXX upon dissolution, liquidation or wind-up; redeemable, retractable and may be purchased for cancellation for their redemption amount; (h) Class H preference shares: non-voting; non-participating; non-cumulative dividends at variable rates from XXXXXXXXXX% to XXXXXXXXXX% per annum; ranked XXXXXXXXXX upon dissolution, liquidation or wind-up; redeemable, retractable and may be purchased for cancellation for their redemption amount; (i) Class I preference shares: non-voting; non-participating; non-cumulative dividends (in the form of capital dividends) equal to the increase in the capital dividend account from life insurance proceeds upon death of a holder of Class I Preference shares; ranked XXXXXXXXXX upon dissolution, liquidation or wind-up; redeemable upon death of a holder, retractable and may be purchased for cancellation for their redemption amount (generally at $XXXXXXXXXX per share); (j) Class J preference shares: non-voting; non-participating; non-cumulative dividends in amounts determined by the directors; ranked XXXXXXXXXX upon dissolution, liquidation or wind-up; redeemable, retractable and may be purchased for cancellation for their redemption amount (generally at $XXXXXXXXXX per share); (k) Class K preference shares: non-voting; non-participating; non-cumulative dividends at variable rates from XXXXXXXXXX% to a maximum of CCRA's prescribed rate per annum; ranked XXXXXXXXXX upon dissolution, liquidation or wind-up; redeemable, retractable and may be purchased for cancellation for their redemption amount; (l) Class L preference shares: non-voting; non-participating; non-cumulative dividends at a rate equal to XXXXXXXXXX% of CCRA's prescribed rate per annum; ranked XXXXXXXXXX upon dissolution, liquidation or wind-up; redeemable, retractable and may be purchased for cancellation for their redemption amount; (m) Class M preference shares: non-voting; non-participating; non-cumulative dividends at variable rates from XXXXXXXXXX% to XXXXXXXXXX% per annum; ranked XXXXXXXXXX upon dissolution, liquidation or wind-up; redeemable, retractable and may be purchased for cancellation for their redemption amount (generally at $XXXXXXXXXX per share); (n) Class V preference shares: voting; non-participating; non-cumulative dividends at variable rates from XXXXXXXXXX% to XXXXXXXXXX% per annum; ranked XXXXXXXXXX upon dissolution, liquidation or wind-up; redeemable upon death or insolvency of a holder, retractable and may be purchased for cancellation for their redemption amount; (o) Class A common shares: voting; participating; non-cumulative dividends in amounts determined by the directors; right to remaining property upon dissolution, liquidation or wind-up pari passu with Class B, Class C and Class D Common shares; (p) Class B common shares: non-voting; participating; non-cumulative dividends in amounts determined by the directors; right to remaining property upon dissolution, liquidation or wind-up pari passu with Class A, Class C and Class D Common shares; (q) Class C common shares: voting; participating; non-cumulative dividends in amounts determined by the directors; no entitlement to capital dividends; right to remaining property upon dissolution, liquidation or wind-up pari passu with Class A, Class B and Class D Common shares; and (r) Class D common shares: voting; participating; non-cumulative dividends in amounts determined by the directors; right to remaining property upon dissolution, liquidation or wind-up pari passu with Class A, Class B and Class C Common shares. ... 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 Customs and Revenue Agency provided that the proposed transactions are completed by XXXXXXXXXX. ...

.; (l) "Opco 8" means XXXXXXXXXX; (m) "Opco 9" means XXXXXXXXXX; (n) "Opco 10" means XXXXXXXXXX (owned XXXXXXXXXX % by Opco 14 and XXXXXXXXXX % by Subco); (o) "Opco 11" means XXXXXXXXXX; (p) "Opco 12" means XXXXXXXXXX. ... As a result of the mergers described in paragraph 25 above, Newco 4 will have acquired a XXXXXXXXXX % interest in Opco 10. ... Yours truly, for Director International & Trusts Division Income Tax Rulings Directorate Legislative Policy and Regulatory Affairs Branch ...

DEFINITIONS: In this letter, unless otherwise specified, all monetary amounts are expressed in Canadian dollars and the following terms have the meanings specified below: (a) "Act" means the Income Tax Act, R.S.C. 1986 (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 section 54; (c) "agreed amount" in respect of a property means the amount that the transferor and the transferee of the property have agreed upon in an election under subsection 85(1); (d) "Amalco" means the corporation to be formed on the amalgamation of SpinCo and Newco1, as described in Paragraph 56; (e) "arm's length" has the meaning assigned by subsection 251(1); (f) "Butterfly Proportion" means the fraction A/B, where: A = the net fair market value of the property to be transferred to Subco by DC as described in Paragraph 47, determined immediately before such transfer; and B = the net fair market value of all property owned by DC determined immediately before the transfer of property to Subco by DC as described in Paragraph 47; (g) "Canco" means XXXXXXXXXX, a corporation subsisting under the BCA; (h) "capital property" has the meaning assigned by section 54; (i) "BCA" means the Canada Business Corporations Act, R.S.C. 1985, c. ... The Newco1 Note will have a principal amount determined by formula (which is not expected to exceed $XXXXXXXXXX), will have a term of XXXXXXXXXX months (extendible for an additional XXXXXXXXXX at Newco1's option) and will bear interest at Libor + XXXXXXXXXX%. ... OPINIONS In addition to the foregoing rulings, you also requested our opinions on the following with respect to the draft legislation issued by the Department of Finance on February 27, 2004 and December 20, 2002 (the "proposed legislation"). ...

The significant assets of DC include: (i) cash; (ii) investment assets in the form of three (3) XXXXXXXXXX properties (Property1, Property2 and Property3); and (iii) a XXXXXXXXXX per cent (XXXXXXXXXX %) equity interest (Common Shares) together with certain indebtedness in Opco which is a corporation engaged in the business of XXXXXXXXXX. ... The above 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 CRA provided that the Proposed Transactions are completed before XXXXXXXXXX. ...

The authorized capital of TC includes the following classes of shares: (a) Class "D" Preferred Shares (i) non-voting; (ii) no par value; (iii) redeemable and retractable, subject to applicable law, at any time for an amount equal to the amount determined by dividing the aggregate FMV of the property received by the corporation on the issuance of the Class "D" Preferred Shares less the aggregate FMV of any non-share consideration issued or liabilities assumed by the corporation, by the number of the Newco Class "D" Preferred Shares issued; (iv) the redemption and retraction amount is subject to a price adjustment clause; (v) entitlement to a preferential and non-cumulative annual dividend; (vi) the amount of each dividend payable on the shares is calculated as a fixed amount or by reference to a fixed percentage of an amount equal to the fair market value of the consideration for which the shares were issued; (vii) the annual rate of the dividend, expressed as a percentage of an amount equal to the fair market value of the consideration for which the shares were issued, shall not exceed the prescribed rate of interest at the time the shares were issued, pursuant to subparagraph 256(1.1)(d)(ii); (viii) on dissolution or other distribution by the corporation, the shares will rank ahead of any Common Shares; and (ix) not convertible or exchangeable; (b) Class "E" Preferred Shares (i) the holders of issued and outstanding Class "E" Preferred Shares are entitled as a class to XXXXXXXXXX % of the votes of all issued and outstanding voting shares; (ii) no par value; (iii) redeemable and retractable, subject to applicable law, at any time for an amount equal to $XXXXXXXXXX per share; (iv) the specified amount for each share for purposes of subsection 191(4) of the Income Tax Act (Canada) will be $XXXXXXXXXX per share and will not be subject to adjustment; (v) the redemption and retraction amount is subject to a price adjustment clause based on the fair market value of the consideration for which such share was issued; (vi) entitled to a preferential and non-cumulative annual dividend; (vii) the amount of each dividend payable on the shares is calculated as a fixed amount or by reference to a fixed percentage of an amount equal to the fair market value of the consideration for which the shares were issued; (viii) the annual rate of the dividend, expressed as a percentage of an amount equal to the fair market value of the consideration for which the shares were issued, shall not exceed the prescribed rate of interest at the time the shares were issued, pursuant to subparagraph 256(1.1)(d)(ii); (ix) on dissolution or other distribution by the corporation, the shares will rank ahead of any Common Shares; and (x) not convertible or exchangeable. ... 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 are completed by XXXXXXXXXX. ...

For purposes of this definition, the terms "related", "associated" and "arm's length" have the meanings ascribed to such terms pursuant to subsections 251(2), 256(1) and 251(1), respectively; d) "Annual Salary" means the annual base salary of a Participant, as determined at the inception of the Plan and adjusted every XXXXXXXXXX years thereafter (or at a later date, as the Administrator may determine in its discretion); e) "Applicable Withholding Taxes" means any and all taxes and other source deductions or other amounts which the Company is required by law to withhold from any amounts paid or credited to an Account under the Plan; f) "Award Date" means each date on which DSUs are credited to a Participant's Account, which shall be, unless otherwise determined by the Administrator, the last business day of each month of each Year; with respect to a bonus, the Award Date shall be the date on which the bonus is, or would otherwise be, paid to the Participant; g) For XXXXXXXXXX Participants only, "Award Date" shall be the date on which a portion of their bonus is converted into DSUs and the balance is paid in cash; h) "Beneficiaries" means such individuals who, on the date of a Participant's death, are the persons designated in accordance with the Plan and applicable laws to receive the value of the DSUs credited to the Participant on the date of death, or where no such individuals have been validly designated by the Participant, or where the individuals so designated do not survive the Participant, the Participant's legal representative; i) "Board" means the Board of Directors of the Company; j) "Broker" means a securities dealer, independent from the Company, who has been designated by the Company to purchase Shares in accordance with the Plan and who is a member of the Exchange; k) "Company" means XXXXXXXXXX. and its subsidiaries and affiliated companies or, individually, any corporate entity included within such group, as the context indicates, whether by amalgamation, merger or otherwise; l) "CRA" means the Canada Revenue Agency; m) "Deferred Share Unit" or "DSU" means a unit credited by the Company to a Participant's Account by way of a bookkeeping entry in the books of the Company and administered pursuant to the terms of the Plan; n) "Dividend Equivalent" means a bookkeeping entry equivalent in value to a dividend paid on a Share, credited to a Participant's Account in accordance with the Plan; o) "DSU Value" means the greater of: (i) the product arrived at by multiplying the number of DSUs credited to a Participant's Account at a particular date, by the Fair Market Value of the Shares; and (ii) the portion of aggregate Annual Salary and bonus of a Participant converted into DSUs under the Plan as at a particular date; p) "Effective Date" means the date on which a favourable advance tax ruling is received from the CRA confirming that the Plan is a "prescribed plan or arrangement" in accordance with paragraph 6801(d) of the Income Tax Regulations made under the Act; q) "Election Notice" means an annual written notice to the Administrator, in prescribed form, by a Participant, other than a XXXXXXXXXX Participant, generally no later than XXXXXXXXXX prior to the start of a Year, confirming the Participant's election to receive a percentage of his Annual Salary and bonus in respect of such Year in the form of DSUs under the Plan; r) "Election Date" means the date on which a Participant, other than a XXXXXXXXXX Participant, delivers an Election Notice to the Administrator; s) "Eligible Executive" means an employee of the Company designated by the Administrator as an Eligible Executive, which designation shall include the Management Level of the Eligible Executive; t) "Exchange" means the XXXXXXXXXX Stock Exchange or, in the event that the Shares are listed on another stock exchange in Canada or XXXXXXXXXX and not on the XXXXXXXXXX Stock Exchange, such other stock exchange, or, in the event that the Shares are listed on more than one stock exchange in Canada or XXXXXXXXXX and not on the XXXXXXXXXX Stock Exchange, such stock exchange as shall be designated by the Board; u) "Fair Market Value" means, for a particular date, the weighted average trading price of the Shares on the Exchange for the five (5) consecutive trading days immediately preceding that particular date; v) "XXXXXXXXXX Participant" means an Eligible Executive who is considered to be a current salaried employee belonging to the top management of the Company, or a corporate officer ("XXXXXXXXXX ") of the Company, and who in all cases is a tax resident of XXXXXXXXXX, and who participates in the Plan; w) "Insiders" means, collectively, the directors and officers of the Company and any person holding more than ten percent (10%) of the issued and outstanding Shares or XXXXXXXXXX Voting Shares of the Company; x) "Management Level" means any of the following categories: Executive Management, Corporate Executive, and Divisional Executive, as well as any other category as may be designated from time to time by the Board in its discretion; y) "Maximum Commitment" means the maximum value that can exist at any time in a Participant's Account, calculated by reference to the Participant's Annual Salary, on the basis of the Fair Market Value as at the date of, or for Participants other than XXXXXXXXXX Participants, immediately prior to, the Election Date; The Maximum Commitment is as follows: Executive Management: XXXXXXXXXX times Annual Salary Corporate Executive: XXXXXXXXXX times Annual Salary Divisional Executive: XXXXXXXXXX times Annual Salary Other Eligible Executive: XXXXXXXXXX time Annual Salary; z) "Minimum Annual Commitment" means the lower of: (i) Share Ownership Value less Value of Shares Owned, and less DSU Value, all divided by the number of years remaining until achieving the Share Ownership Value for the Participant; and (ii) thirty percent (30%) of the Participant's bonus paid in that year; aa) "Participant" means an Eligible Executive who executes an Election Notice and participates in the Plan and shall include a "XXXXXXXXXX Participant", except when the Plan specifically states that a provision is not applicable to a XXXXXXXXXX Participant; bb) "Plan" means the XXXXXXXXXX, as it may be amended from time to time; cc) "Redemption" means the settlement of a Participant's DSUs, in accordance with the Plan, in cash or in Shares, as determined by the Administrator in its discretion; dd) "Redemption Date" with respect to a Participant regarding whom a Termination Date has occurred, means the day specified by the Participant as the day on which DSUs credited to the Participant's Account may be redeemed; ee) "Redemption Notice" means a written notice delivered to the Administrator, in prescribed form, by the Participant of his decision to redeem the DSUs credited to the Participant's Account; ff) "Share" means a XXXXXXXXXX Voting Share in the capital stock of the Company, without nominal or par value; gg) "Share Ownership Value" means the minimum aggregate Value of Shares Owned and DSU Value required to be attained within XXXXXXXXXX years (as such period may be extended by the Board in its discretion) of the Effective Date, or of becoming an Eligible Executive, whichever falls later, by each Eligible Executive, and calculated as follows: Executive Management: XXXXXXXXXX times Annual Salary Corporate Executive: XXXXXXXXXX time Annual Salary Divisional Executive: XXXXXXXXXX times Annual Salary Other Eligible Executive: XXXXXXXXXX times Annual Salary; hh) "Termination Date" in respect of a Participant other than a XXXXXXXXXX Participant or XXXXXXXXXX Participant, means the date on which the Participant has ceased to be an employee of the Company for any reason whatsoever; ii) For XXXXXXXXXX Participants: "Termination Date" means the date of "separation from service", as such term is defined in XXXXXXXXXX jj) For XXXXXXXXXX Participants: "Termination Date" means, in the case of a salaried employee, the date of the actual end of the employment relationship, or, in the case of a corporate officer, the date of termination of a corporate office; for XXXXXXXXXX Participants who are corporate officers having his/her employment contract suspended by virtue of this position, "Termination Date" means the later of the date of termination of the corporate office and the date of termination of the employment relationship; kk) "XXXXXXXXXX Participant" means a Participant in the Plan who is a XXXXXXXXXX; ll) "Value of Shares Owned" means, for a Participant other than a XXXXXXXXXX Participant, the greater of: (i) Fair Market Value of the Shares at the Election Date; and (ii) the aggregate cost of the Shares to the Participant; For a XXXXXXXXXX Participant, "Value of Shares Owned" means the greater of: (i) Fair Market Value of the Shares on the last day of the month prior to the date of payment of his annual bonus; and (ii) the aggregate cost of the Shares to the Participant; and mm) "Year" means a fiscal year commencing on XXXXXXXXXX and ending on XXXXXXXXXX. ... The above advance income tax rulings, which 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 Advance Income Tax Rulings, dated May 17, 2002, and are binding on the CRA provided the proposed Plan is implemented before XXXXXXXXXX. ...

These rulings are given subject to the limitations and qualifications set forth in Information Circular 70-6R5 Advance Income Tax Rulings, dated May 17, 2002, and are binding on the CRA provided that the undertakings described in paragraph 3 of the COMMENTS below are fulfilled. ... Yours truly, XXXXXXXXXX for Division Director International & Trusts Division Income Tax Rulings Directorate Legislative Policy and Regulatory Affairs Branch ...

The legal character of the Pool as described in the Terms and Conditions is as follows: "XXXXXXXXXX " 5. ... The above rulings 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 are completed by XXXXXXXXXX. ...